Exhibit 10.2


 


	
  To:

  	
  Jim Bresingham

  	
   

  
	
   

  	
   

  	
   

  
	
  cc:

  	
  Bob Tieken

  	
   

  
	
   

  	
   

  	
   

  
	
  From:

  	
  Rene’ C. Gibson

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  June 27, 2007

  	
   

  
				



 


Jim:


As discussed, this letter
of agreement and the accompanying Confidentiality, Proprietary Rights and
Non-Solicitation Agreement (“Confidentiality Agreement”) have been prepared in
recognition of your importance to SIRVA, Inc. and to confirm the terms of your
new position. This letter supersedes your offer letter effective July 1, 2004.


Position:  Executive Vice President and Chief Accounting
Officer and acting Chief Financial Officer reporting to Bob Tieken, interim
Chief Executive Officer.   Your position
has been banded as a   VP 19.


Salary: Effective June 8,
2007, your salary increased to $240,000 per year, payable in bi-weekly
installments.  The salary is quoted on an
annual basis for convenience only and does not imply employment for a specific
term, nor alter the “at will” status of your employment.


Effective Date:  January 1, 2006 (With respect to the position
of acting Chief Financial Officer only, June 8, 2007).


Annual
Bonus/Commissions:  You will be eligible
to participate in SIRVA’s Management Incentive Program, which at your position
has an annualized potential of 70% base salary. SIRVA’s Management Incentive
Program is subject to change by the Compensation Committee of the Board.


Executive
Benefits:


	
  Company Car Allowance:

  	
  $13,400 annually

  	
   

  
	
  Financial Planning:

  	
  $4,200 annually

  	
   

  
	
  Executive Physical:

  	
  $1,000 annually

  	
   

  
				



 


Severance.  In the event your employment is terminated by
SIRVA “Without Cause” or  by you “For
Good Reason” (as defined below), in addition to other amounts otherwise payable
to you through your last day of employment, SIRVA will pay to you, as
severance, the following additional amounts: 













(i) a pro rata portion of
your bonus for the year in which your termination occurs, based on the bonus
criteria SIRVA applies to bonus awards at that time, payable on the normal and
customary pay-out date and (ii) continued payment of your base salary and
health benefits for  twelve  (12) months after termination of your
employment with SIRVA. Payment of the severance described in this paragraph
would be subject to your execution of a general release and standard provisions
affirming your obligations under your Confidentiality Agreement.   The severance described above will be paid
in lieu of any other amounts you may be eligible to receive under the terms of
any other severance plan, policy, or program.


The term “Without Cause”
means a termination of your employment by SIRVA for reasons other than
(i) the  failure to substantially
perform the duties and obligations of your employment (other than any such
failure due to a physical or mental illness), (ii)  serious misconduct
that has caused or is reasonably expected to result in  injury to SIRVA or any of its affiliates,
(iii) conviction of, or entering a plea of guilty or nolo contendere to, a
crime that constitutes a felony, or (iv) the willful or material breach of
any of your obligations under the Confidentiality Agreement, SIRVA Code of
Business Conduct  or under any other
SIRVA policy, written agreement or covenant with SIRVA or any of its affiliates.


The term ““For Good
Reason” shall mean a termination by you of your employment with SIRVA within 30
days following the occurrence without your consent, of any of the following
events: (i) the assignment to you of duties that are materially different from,
and that  result in a material diminution
of, the duties that you assumed as Executive Vice President and Chief
Accounting Officer on January 1, 2006, 
(ii) a reduction in the rate of your annual base salary other than in
connection with an across the board reduction of the base salaries of the
executive officers of SIRVA or, (iii) a change in your principal work location
to a location more than 50 miles from your prior work location and residence,
provided in any such case that within 30 days following the occurrence of any
such event, you shall have delivered written notice to SIRVA of your
intention  to terminate your employment
For Good Reason, which notice specifies in reasonable detail the circumstances
claimed to give rise to your right to terminate your employment For Good Reason,
and SIRVA shall not have reasonably cured such circumstances.


Change of Control:  In the event your employment is terminated by
SIRVA Without Cause or by you For Good Reason, as defined above, within two
years following a “change of control”, you shall be entitled to receive a
payment equal to (12) twelve months base salary. In addition, you shall also
receive a pro rata bonus for the year in which your termination occurs based on
the criteria SIRVA applies to bonus awards at that time. “Change of Control”
shall have the same meaning as set forth in the SIRVA, Inc. Omnibus Stock
Incentive Plan.


I have enclosed a copy of
this offer letter for your records.  If
you are in agreement with the terms contained herein, please sign, date and
return the enclosed copy of the offer letter and the Confidentiality Agreement
and return them to me in the enclosed envelope.


Congratulations on your
continued role.  We are very excited and
look forward to  your continued
contributions!   If you have any
questions, please do not hesitate to call me at (630) 570-3510.


Sincerely,


/s/ Rene’ C. Gibson

Senior Vice President Human Resources



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Enclosures: 1 copy of
offer letter, Confidentiality, Proprietary Rights and Non-Solicitation
Agreement


	
  Accepted and Agreed to this 1st day of July, 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ James Bresingham

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Rene’ C. Gibson

  	
  7/3/07

  	
   

  



 


 



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