ex10-2.htm


    Exhibit 10.2

     

    
      AGREEMENT
TO ACCEPT DEFERRED COMPENSATION

      


      THIS
DEFERRED COMPENSATION AGREEMENT (The "Agreement")
is effective as of this 9th day
of November, 2010 (the “Effective
Date”) by and between KENNETH STEPHEN GREEN ("Executive")
and CATALYST GROUP HOLDINGS,
INCORPORATED a Delaware corporation (the "Corporation").

      


      
        	
                1.  

              	
                Salary

              


      

      


      Executive
and the Company both acknowledge that pursuant to Executive’s  Employment Agreement
with the Company, Executive is entitled to receive an annual salary which
equals 1% of the gross sales revenue of the Company, but in no event shall
Executive receive less than $600,000 annually as of the Effective Date of this
Agreement (the “Compensation”).  Executive
shall only receive $600,000 of the annual compensation in cash (the “Cash
Compensation”).  The remainder of the Compensation shall be
issued in stock options (pursuant to the Company’s stock option plan and
Executive’s stock option agreement) at the then current strike price to equal
the remainder of Executive’s compensation.  

      


      
        	
                2.  

              	
                No
      Compensation For Worked Performed:

              


      

       

      Effective
November 9, 2010, both Executive and the Company agree that until
further written
notice from the Company and/or Executive pursuant to the terms of
this Agreement,
that although Executive shall accrue and earn the
Compensation, Executive
shall not
receive $400,000 of the Cash Compensation, until 60 days has
elapsed from the date that Executive has made a written request for the
Compensation
from the Company. In other words, until Executive has
exercised the
rights above, Executive shall receive Cash compensation at the rate of
$200,000
per year instead of $600,000 per year.  $300,000 shall be
deferred.

      


      
        	
                3.  

              	
                Benefits

              


      

      


      Executive’s
benefits with the Company shall remain unaffected by this agreement.

      


      
        	
                4.  

              	
                Stock

              


      

       

      The
shares of common stock held by Executive shall be unaffected by this
Agreement.
 

      
        	
                5.  

              	
                Vacation

              


      

      


      Executive’s
vacation benefits shall be unaffected by this Agreement.  For
the avoidance
of doubt, in the event of termination, Executive shall be eligible
to receive
accrued vacation benefits as required by law at the rate of the
Salary,  unless
changed pursuant to the terms of Executive’s agreements with
the Company.

      


      
        	
                6.  

              	
                General
      Provisions

              


      

      


      The
parties expressly agree that the obligations contained in this Agreement
are the sole
and only consideration for it, and that no representations or
inducements have been
made by any party, officers, employees, managers, agents or its directors,
except as specifically set forth in this Agreement.   This
Agreement supersedes
any previous agreement or understanding between the parties regarding
the subject matter contained herein.  Additionally, this Agreement
can only be
modified in writing.  Any dispute as to its terms or its
interpretation shall be
governed by the laws of the State of California and the
exclusive jurisdiction
and venue of Santa Clara County, California.

      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

      


      
        	
                EMPLOYER:

              	 
      	
                EMPLOYEE:

              
	
                __________________________

                Signature

              	 
      	
                _______________________

                Signature

              
	 
      	 
      	 
      
	
                Name:
      Kenneth Stephen Green

              	 
      	
                Name: Kenneth Stephen
      Green

              
	
                Title:    Chairman
      and Chief of Corporate Development

              	 
      	
                             And
      individual

              
	
                Date:

              	 
      	
                Date: