Exhibit 10.5

AMENDMENT AND NOVATION TO EMPLOYMENT AGREEMENT

This Amendment (this “Amendment”) to the Employment Agreement, dated as of September 30, 2011 (the “Agreement”), by and among (i) LDiscovery, LLC, a Delaware limited liability company (“LDiscovery”) (ii) KLDiscovery Ontrack, LLC, a Minnesota limited liability company (“KLDiscovery”) and (iii) Christopher Weiler (“Employee”), is entered into as of September 30, 2020 (the “Amendment Date”).  All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.

RECITALS

WHEREAS, LDiscovery de facto novated the Agreement to KLDiscovery on or around January 1, 2019 as part of a re-organization of human resources systems and all parties wish to formalize the novation.  

WHEREAS, the Employee’s base salary on January 1, 2019 was $500,000 (“Annual Base Salary”) but has since been reduced voluntarily by the Employee four (4) times on: (i) April 15, 2019 to $490,000; (ii) on February 24, 2020 to $400,000; (iii) on April 23, 2020 to $350,000; and (iv) on July 31, 2020 to $300,000, (collectively items (i) to (iv) shall be deemed the “Voluntary Reductions”).

WHEREAS, pursuant to a resolution of the Board of Directors of KLDiscovery Inc. f/k/a Pivotal Acquisition Corp. (the “Parent”) on December 19, 2019, the Parent desires KLDiscovery to enter into specific severance arrangements with Employee upon a qualifying termination event.

WHEREAS, KLDiscovery and Employee agree that the terms of the Agreement shall be amended so that the terms of this Amendment shall apply from the Amendment Date upon a qualifying termination event.  

AMENDMENT

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows from the Amendment Date:

General.  Employee and KLDiscovery agree that Employee’s employment pursuant to this Agreement shall commence on the Effective Date and end on the third anniversary of the Amendment Date (the “Outside Date”), unless earlier terminated in accordance with Section 3; provided that, commencing on each anniversary of the Outside Date, the Term (as defined below) shall automatically be extended for one (1) year unless either Party has given written notice of non-renewal to the other Party at least ninety (90) days prior to the then-scheduled expiration of the Term (as defined below).

(d)In the event that Employee’s employment is terminated by KLDiscovery without Cause (other than due to death or Disability) or by Employee for Good Reason (either, a “Qualifying Termination”), then, subject to Employee’s execution and non-revocation of a general release of claims against KLDiscovery and agreement to continue compliance with the restrictive covenant obligations set out in Sections 4 and 5 of the Agreement(the “Release”), on or before the 21st day following Employee’s Separation from Service,, Employee will be entitled to receive, in addition to the payments and benefits set out in Section 3(c) above:

(i) an amount in cash equal to Employee’s Annual Base Salary, payable in the form of salary continuation in regular installments over the 12-month period following the date of Employee’s Separation from Service (the “Severance Period”) in accordance with KLDiscovery’s normal payroll practices;

(ii) a cash payment equal to the annual bonus earned by Employee for performance during KLDiscovery’s fiscal year in which the Date of Termination occurs (with any subjective criteria treated as being achieved at not less than target performance) multiplied by a fraction (i) the numerator of which is the number of days Employee was employed by KLDiscovery in KLDiscovery’s fiscal year in which the Date of Termination occurs, over (ii) 365, which cash payment shall be paid to Employee no later than March 15th of the calendar year following the calendar year in which the Date of Termination occurs (the “Pro-Rated Bonus”).  For the avoidance of doubt, the reference in section 3(c)(v) to “earned but unpaid bonus” is a reference to prior years bonus which Employee is entitled but which has not been paid by KLDiscovery and is not affected by any reference to annual bonus in this section 3(d)(ii) which relates to annual bonus in the fiscal year in which the Date of Termination occurs and which has not yet been “earned”; and

(iii) if Employee elects to receive continued medical, dental or vision coverage under one or more of KLDiscovery’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), KLDiscovery shall directly pay, or reimburse Employee for, the COBRA premiums for Employee and Employee’s covered dependents under such plans during the period commencing on Employee’s Separation from Service and ending upon the earliest of (X) the last day of the Severance Period, (Y) the date that Employee and/or Employee’s covered dependents become no longer eligible for COBRA or (Z) the date Employee becomes eligible to receive healthcare coverage from a subsequent employer (and Employee agrees to promptly notify KLDiscovery of such eligibility).  Notwithstanding the foregoing, if KLDiscovery determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, KLDiscovery shall in lieu thereof provide to Employee a monthly payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue Employee’s and Employee’s covered dependents’ group health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage and which shall be “grossed up” for tax such that the Employee shall be in the same financial position as if KLDiscovery was able to directly pay the benefits in this section 3(d)(iii)), less the amount Employee would have had to pay to receive group health coverage for Employee and his or her covered dependents based on the cost sharing levels in effect on the Date of

Termination, which payments shall be made regardless of whether Employee elects COBRA continuation coverage and shall commence in the month following the month in which the Date of Termination occurs and shall end on the earlier of (X) the last day of the Severance Period, (Y) the date that Employee and/or Employee’s covered dependents become no longer eligible for COBRA or (Z) the date Employee becomes eligible to receive healthcare coverage from a subsequent employer (and Employee agrees to promptly notify KLDiscovery of such eligibility).  

(e)In lieu of the payments and benefits set forth in Section 3(d), in the event Employee incurs a Qualifying Termination, in any case, within the period beginning on the date ninety (90) days prior to a Change in Control (as defined in the KLDiscovery Inc. 2019 Incentive Award Plan (the “Plan”)) and ending twelve (12) months following the date of a Change in Control, then, subject to Employee signing on or before the 21st day following Employee’s Separation from Service, and not revoking, the Release, Employee shall receive, in addition to payments and benefits set forth in Section 3(c), the following:

3(f)Any payments to Employee for severance as set out in Sections 3(d) and 3(e) above shall be subject to applicable withholdings required by law.  

(m)Parachute Payments.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment and Novation to be duly executed as of the date first above written.

KLDISCOVERY ONTRACK, LLC

By: /s/ Andrew Southam

Name:  Andrew Southam

Title:     General Counsel

LDISCOVERY, LLC

By: /s/ Andrew Southam

Name:  Andrew Southam

Title:     General Counsel

/s/ Christopher Weiler