ex101to8k06282_07242008.htm


    Exhibit 10.1

     

    
      GLOBALOPTIONS
GROUP, INC.

       

      AMENDED
AND RESTATED

       

      2006
LONG-TERM INCENTIVE PLAN

       

      1.    Establishment,
Purpose and Types of Awards

       

      GlobalOptions
Group, Inc., a Delaware corporation (the “Company”
or “GlobalOptions”),
hereby amends and restates the GlobalOptions Group, Inc. 2006 Long-Term
Incentive Plan (the “Plan”).  The
general purposes of the Plan are to promote the long-term financial interest of
GlobalOptions, including growth in the value of GlobalOptions’ equity and
enhancement of long-term stockholder return, by: (i) attracting and retaining
persons eligible to participate in the Plan; (ii) motivating Plan participants,
by means of appropriate incentives, to achieve long-range goals; (iii) providing
incentive compensation opportunities that are competitive with those of other
similar companies; and (iv) further aligning Plan participants’ interests with
those of other stockholders of GlobalOptions through compensation that is based
on GlobalOptions’ Common Stock, as defined below.

       

      2.    Definitions

       

      Under the
Plan, except where the context otherwise indicates, the following definitions
apply:

       

      (a)           “Affiliate”
means any entity, whether now or hereafter existing, which controls, is
controlled by, or is under common control with, the Company (including, but not
limited to, subsidiaries, joint ventures, limited liability companies, and
partnerships), as determined by the Committee.

       

      (b)           “Award”
means any stock option, stock appreciation right, stock award, performance
award, or other stock-based award relating to the Common Stock or other
securities of the Company granted pursuant to the provisions of the
Plan.

       

      (c)           “Board”
means the Board of Directors of the Company.

       

      (d)           “Change in
Control” shall be deemed to have occurred if: (1) a tender offer (or
series of related offers) shall be made and consummated for the ownership of 50%
or more of the outstanding voting securities of the Company, unless as a result
of such tender offer more than 50% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the
stockholders of the Company (as of the time immediately prior to the
commencement of such offer), any employee benefit plan of the Company or its
Affiliates; (2) the Company shall be merged or consolidated with another
corporation, unless as a result of such merger or consolidation more than 50% of
the outstanding voting securities of the surviving or resulting corporation
shall be owned in the aggregate by the stockholders of the Company (as of the
time immediately prior to such transaction), any employee benefit plan of the
Company or its Affiliates; (3) the Company shall sell substantially all of its
assets to another corporation that is not wholly owned by the Company, unless as
a result of such sale more than 50% of such assets shall be owned in the
aggregate by the stockholders of the Company (as of the time immediately prior
to such transaction), any employee benefit plan of the Company or its
Affiliates; or (4) a Person (as defined below) shall acquire 50% or more of the
outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record), unless as a result of such acquisition more than 50%
of the outstanding voting securities of the surviving or resulting corporation
shall be owned in the aggregate by the stockholders of the Company (as of the
time immediately prior to the first acquisition of such securities by such
Person), any employee benefit plan of the Company or its
Affiliates.

       

      
        
           

        

        
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      (e)           For
purposes of this definition of “Change in
Control”,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in
effect on the date hereof) under the Exchange Act.  In addition, for
such purposes, “Person” shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however,
a Person shall not include (A) the Company or any of its Affiliates; (B) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its Affiliates; (C) an underwriter temporarily holding
securities pursuant to an offering of such securities; or (D) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the
Company.

       

      (f)           “Code”
means the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder.  A reference to any provision of the Code
shall include reference to any successor provision of the Code.

       

      (g)           “Committee”
means the Compensation Committee of the Board, which shall consist of three or
more directors who are “Non-Employee Directors” (as such term is defined in Rule
16b-3) and “Outside Directors” (as such term is defined in Section 162(m) of the
Code) serving at the pleasure of the Board.

       

      (h)           “Common
Stock” means shares of common stock, par value of $0.001 per share, of
the Company.

       

      (i)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any
successor thereto.

       

      (j)           “Fair Market
Value” means, the closing price of publicly traded shares of Common Stock
on the principal securities exchange on which shares of Common Stock are listed
(if the shares of Common Stock are so listed), on the business day immediately
prior to the grant, exercise or the determination of certain withholding tax
obligations, as the case may be, if not so listed or regularly quoted, the mean
between the closing bid and asked prices of publicly traded shares of Common
Stock in the over-the-counter market, on the business day immediately prior to
the grant, exercise or the determination of certain withholding tax obligations,
as the case may be, or, if such bid and asked prices shall not be available, as
reported by any nationally recognized quotation service selected by the Company,
on the business day immediately prior to the grant, exercise or the
determination of certain withholding tax obligations, as the case may be, or as
determined by the Committee in a manner consistent with the provisions of the
Code.

       

      
        
           

        

        
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      (k)           “Grant
Agreement” means a written or electronic document memorializing the terms
and conditions of an Award granted pursuant to the provisions of the
Plan.

       

      3.    Administration

       

      (a)           Administration of the
Plan.  The Plan shall be administered by the
Committee.

       

      (b)           Powers of the
Committee.  The Committee shall have all the powers vested in
it by the terms of the Plan, such powers to include authority, in its sole and
absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements
evidencing such Awards and establish programs for granting Awards.

       

      The
Committee shall have full power and authority to take all other actions
necessary to carry out the purpose and intent of the Plan, including, but not
limited to, the authority to: (1) determine the eligible persons to whom, and
the time or times at which Awards shall be granted; (2) determine the types of
Awards to be granted, including determining which Options under the Plan shall
be incentive options and which shall be non-qualified options; (3) determine the
number of shares of Common Stock to be covered by or used for reference purposes
for each Award; (4) impose such terms, limitations, restrictions and conditions
upon any such Award as the Committee shall deem appropriate; (5) subject to the
limitations of Sections 6(a)(2) and 6(b)(2), modify, amend, extend or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute
new Awards (provided however, that, except as otherwise specifically provided
under the Plan, any modification that would materially adversely affect any
outstanding Award shall not be made without the consent of the holder); (6)
accelerate or otherwise change the time in which an Award may be exercised or
becomes payable and to waive or accelerate the lapse, in whole or in part, of
any restriction or condition with respect to such Award, including, but not
limited to, any restriction or condition with respect to the vesting or
exercisability of an Award following termination of any grantee’s employment or
other relationship with the Company; provided, however, that no such waiver or
acceleration of lapse restrictions shall (i) be allowed with regard to a
“deferral of compensation” within the meaning of Code Section 409A, except as
otherwise permitted under such Code section, or (ii) be made with respect to a
performance-based stock Award granted to an executive officer of the Company if
such waiver or acceleration is inconsistent with Code Section 162(m); (7) permit
the withholding by the Company of shares of Common Stock from shares of Common
Stock otherwise to be received by a participant in connection with the exercise
of options and/or the withholding of taxes by such participant; and (8)
establish objectives and conditions, if any, for earning Awards, including
without limitation, the office or position held by the participant or the
participant’s relationship to the Company, the participant’s degree of
responsibility for and contribution to the growth and success of the Company or
any Affiliate, the participant’s length of service, promotions and potential and
determining whether Awards will be paid after the end of a performance
period.

       

      The
Committee shall have full power and authority, in its sole and absolute
discretion, to administer and interpret the Plan, Grant Agreements and all other
documents relevant to the Plan and Awards issued hereunder, and to adopt and
interpret such rules, regulations, agreements, guidelines and instruments for
the administration of the Plan and for the conduct of its business as the
Committee deems necessary or advisable.  Without limiting the
foregoing, the Committee may delegate administrative and ministerial duties to
officers or employees of the Company as the Committee deems necessary or
advisable in its sole and absolute discretion.  The Committee may
appoint accountants, actuaries, counsel, advisors and other persons that it
deems necessary or desirable in connection with the administration of the
Plan.

       

      
        
           

        

        
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      In the
event that for any reason the Committee is unable to act or if the Committee at
the time of any grant, award or other acquisition under the Plan does not
consist of two or more non-employee directors, or if there shall be no such
Committee, then the Plan shall be administered by the Board, and references
herein to the Committee (except in the proviso to this sentence) shall be deemed
to be references to the Board, and any such grant, award or other acquisition
may be approved or ratified in any other manner contemplated by subparagraph (d)
of Rule 16b-3; provided, however, that options granted to the Company's Chief
Executive Officer or to any of the Company's other four most highly compensated
officers that are intended to qualify as performance-based compensation under
Section 162(m) of the Code may only be granted by the Committee.

       

      (c)           Non-Uniform
Determinations.  The Committee’s determinations under the Plan
(including, without limitation, determinations of the persons to receive Awards,
the form, amount and timing of such Awards, the terms and provisions of such
Awards and the Grant Agreements evidencing such Awards) need not be uniform and
may be made by the Committee selectively among persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.

       

      (d)           Limited
Liability.  To the maximum extent permitted by law, no member
of the Committee shall be liable for any action taken or decision made in good
faith relating to the Plan or any Award hereunder.

       

      (e)           Indemnification.  To
the maximum extent permitted by law and by the Company’s charter and by-laws,
the members of the Committee shall be indemnified by the Company in respect of
all their activities under the Plan.

       

      (f)           Effect of Committee’s
Decision.  All actions taken and decisions and determinations
made by the Committee on all matters relating to the Plan and Awards issued
hereunder pursuant to the powers vested in it hereunder shall be in the
Committee’s sole and absolute discretion and shall be conclusive and binding on
all parties concerned, including the Company, its stockholders, any participants
in the Plan and any other employee, consultant, or director of the Company, and
their respective successors in interest.

       

      4.    Shares Available for
the Plan; Maximum Awards

       

      Subject
to adjustments as provided in Section 7(c) of the Plan, the shares of Common
Stock that may be issued with respect to Awards granted under the Plan shall not
exceed an aggregate of 3,000,000 shares of Common Stock.  Stock
appreciation rights to be settled in shares of Common Stock shall be counted in
full against the number of shares available for Award under the Plan, regardless
of the number of shares issued upon settlement of the stock appreciation
right.  The Company shall reserve such number of shares for Awards
under the Plan, subject to adjustments as provided in Section 7(c) of the
Plan.  The shares of Common Stock issued pursuant to the Plan may come
from authorized and unissued shares, treasury shares or shares purchased by the
Company in the open market.  If any Award, or portion of an Award,
under the Plan expires or terminates unexercised, becomes unexercisable, is
settled in cash without delivery of shares of Common Stock, or is forfeited or
otherwise terminated as to any shares, or if any shares of Common Stock are
repurchased by the Company in connection with any Award, the shares subject to
such Award and the repurchased shares shall thereafter be available for further
Awards under the Plan except where such reissuance is inconsistent with the
provisions of 162(m) of the Code.

       

      
        
           

        

        
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      Subject
to adjustments as provided in Section 7(c) of the Plan, the maximum number of
shares of Common Stock subject to Awards of any combination that may be granted
during any calendar year to any one individual under this Plan shall be limited
to 625,000 shares (subject to adjustment pursuant to Section 7(c) hereof) and
the method of counting such shares shall conform to performance based
compensation under Section 162(m) of the Code.

       

      5.    Participation

       

      Participation
in the Plan shall be open to all employees, officers and directors of, and
consultants and advisors to, the Company or any Affiliate of the Company, as may
be selected by the Committee from time to time, subject to any restrictions
imposed by applicable law.  The Committee may also grant Awards to
individuals in connection with hiring, retention or otherwise, prior to the date
the individual first performs services for the Company or an Affiliate, provided
that such Awards shall not become vested or exercisable prior to the date the
individual first commences performance of such services.

       

      6.    Awards

       

      The
Committee, in its sole discretion, establishes the terms of all Awards granted
under the Plan.  Awards may be granted individually or in tandem with
other types of Awards.  All Awards are subject to the terms and
conditions provided in the Grant Agreement.  Subject to any applicable
requirements of Code Section 409A, the Committee may permit or require a
recipient of an Award to defer such individual’s receipt of the payment of cash
or the delivery of Common Stock that would otherwise be due to such individual
by virtue of the exercise of, payment of, or lapse or waiver of restrictions
respecting, any Award.  If any such payment deferral is required or
permitted, the Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.  The maximum term for any Award
shall not exceed ten years from the date of the grant of such Award, provided,
however, in the case of an incentive stock option granted to an eligible
participant who, at the time such incentive stock option is granted, owns
(within the meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or of any
Affiliate, no such incentive stock option shall be exercisable more than five
years after the date such incentive stock option is granted.

       

      
        
           

        

        
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      (a)           Stock
Options.

       

      
        	
                 
      

              	
                (1)

              	
                In
      General.  The Committee may from time to time grant to
      eligible participants Awards of incentive stock options or nonstatutory
      stock options; provided, however, that Awards of incentive stock options
      shall be limited to employees of the Company or of any current or
      hereafter existing “parent corporation” or “subsidiary corporation,” as
      defined in Sections 424(e) and (f) of the Code, respectively, of the
      Company and any other individuals who are eligible to receive incentive
      stock options under the provisions of Section 422 of the
      Code.  All stock options must have an exercise price at least
      equal to Fair Market Value as of the date of grant, provided, however,
      that with respect to an eligible participant who, at the time an incentive
      stock option is granted, owns (within the meaning of Section 424(d) of the
      Code) more than 10% of the total combined voting power of all classes of
      stock of the Company or of any subsidiary, the exercise price shall be at
      least 110% of the Fair Market Value per share of Common Stock on the date
      of grant.  The exercise price of each Option shall be subject to
      adjustment as provided in Section 7(c) below.  An Option to the
      extent then exercisable may be exercised in whole or in part at any time
      during the option period, by giving written notice to the Company
      specifying the number of shares of Common Stock to be purchased,
      accompanied by payment in full of the exercise price, in cash, by check or
      such other instrument as may be acceptable to the Committee.  As
      determined by the Committee, in its sole discretion, at or after grant,
      payment in full or in part may be made at the election of the participant
      (i) in the form of Common Stock owned by the participant (based on the
      Fair Market Value of the Common Stock on the Option exercise date) that is
      not the subject of any pledge or security interest, (ii) in the form of
      Common Stock withheld by the Company from the shares of Common Stock
      otherwise to be received, with such withheld shares of Common Stock having
      a Fair Market Value on the Option exercise date equal to the exercise
      price of the Option, or (iii) by a combination of the foregoing, provided
      that the combined value of all cash and cash equivalents and the Fair
      Market Value of any shares surrendered to the Company is at least equal to
      such exercise price and except with respect to (ii) above, such method of
      payment will not cause a  disqualifying disposition of all or a
      portion of the Common Stock received upon exercise of an incentive
      option.  A participant shall have the right to dividends and
      other rights of a stockholder with respect to shares of Common Stock
      purchased upon exercise of an Option after (i) the participant has given
      written notice of exercise and has paid in full for such shares, (ii)
      becomes a stockholder of record with respect thereto, and (iii) the
      participant has satisfied such conditions that may be imposed by the
      Company with respect to the withholding of
  taxes.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Incentive Stock
      Option.  No stock option shall be an incentive stock
      option unless so designated by the Committee at the time of grant or in
      the Grant Agreement evidencing such stock option, and which otherwise
      meets the requirements of Section 422 of the Code.  The
      aggregate Fair Market Value, determined as of the date the incentive
      option is granted, of Common Stock for which incentive options are
      exercisable for the first time by any eligible participant during any
      calendar year under the Plan (and/or any other stock option plans of the
      Company or any Affiliate) shall not exceed $100,000.  A grant of
      an incentive option under this Plan shall provide that if the participant
      makes a disposition, within the meaning of Section 424(c) of the Code, of
      any share or shares of Common Stock issued to him upon exercise of an
      incentive option granted within the two-year period commencing on the day
      after the date of the grant of such incentive option or within a one-year
      period commencing on the day after the date of transfer of the share or
      shares to him pursuant to the exercise of such incentive option, he shall,
      within 10 days after such disposition, notify the Company
      thereof.

              


      

       

       

      
        
           

        

        
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                (3)

              	
                Prohibition on Option
      Repricing & Cancellation.  Notwithstanding any other
      provision of the Plan, neither the Board nor the Committee may reprice,
      replace or regrant any Option granted under the Plan, (i) through
      cancellation and replacement or regrant with lower priced options, (ii)
      through exchange, replacement, or buyouts of awarded options with cash, or
      (iii) by lowering the option exercise price of a previously granted
      Option, without the prior approval of GlobalOptions’
      stockholders.

              


      

       

      (b)           Stock
Appreciation Rights.

       

      
        	
                 
      

              	
                (1)

              	
                In
      general.  The Committee may from time to time grant to
      eligible participants Awards of Stock Appreciation Rights (“SAR”).  An
      SAR entitles the grantee to receive, subject to the provisions of the Plan
      and the Grant Agreement, a payment having an aggregate value equal to the
      product of (1) the excess of (A) the Fair Market Value on the exercise
      date of one share of Common Stock over (B) the base price per share
      specified in the Grant Agreement, times (2) the number of shares specified
      by the SAR, or portion thereof, which is exercised.  The base
      price per share specified in the Grant Agreement shall not be less than
      the Fair Market Value of the Common Stock on the grant
      date.  Payment by the Company of the amount receivable upon any
      exercise of an SAR may be made by the delivery of Common Stock or cash, or
      any combination of Common Stock and cash, as determined in the sole
      discretion of the Committee.  If upon settlement of the exercise
      of an SAR a grantee is to receive a portion of such payment in shares of
      Common Stock, the number of shares shall be determined by dividing such
      portion by the Fair Market Value of a share of Common Stock on the
      exercise date.  No fractional shares shall be used for such
      payment and the Committee shall determine whether cash shall be given in
      lieu of such fractional shares or whether such fractional shares shall be
      eliminated.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Prohibition on SAR Repricing
      & Cancellation.  Notwithstanding any other provision
      of the Plan, neither the Board nor the Committee may reprice, replace or
      regrant any SAR granted under the Plan, (i) through cancellation and
      replacement or regrant with lower priced SARs, (ii) through exchange,
      replacement, or buyouts of awarded SARs with cash, or (iii) by lowering
      the SAR base price of a previously granted SAR, without the prior approval
      of GlobalOptions’ stockholders.

              


      

       

      (c)           Stock
Awards.

       

      
        	
                 
      

              	
                (1)

              	
                In
      General.  The Committee may from time to time grant
      restricted or unrestricted stock awards to eligible participants in such
      amounts, on such terms and conditions, and for such consideration,
      including no consideration or such minimum consideration as may be
      required by law, as it shall
determine.

              


      

       

       

      
        
           

        

        
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                (2)

              	
                Restricted Stock
      Terms.  An eligible participant shall have no rights to
      an award of restricted stock unless and until the eligible participant
      accepts the award within the period prescribed by the Committee and, if
      the Committee shall deem desirable, makes payment to the Company in cash,
      or by check or such other instrument as may be acceptable to the
      Committee.  After acceptance and issuance of a certificate or
      certificates, as provided for below, the eligible participant shall have
      the rights of a stockholder with respect to restricted stock subject to
      the non-transferability and forfeiture restrictions described
      below.  The Company shall issue in the eligible participant’s
      name a certificate or certificates for the shares of Common Stock
      associated with the award promptly after the eligible participant accepts
      such award.  Unless otherwise provided, any certificate or
      certificates issued evidencing shares of restricted stock shall not be
      delivered to the eligible participant until such shares are free of any
      restrictions specified by the Committee at the time of
      grant.  Shares of restricted stock are forfeitable until the
      terms of the restricted stock grant have been satisfied.  Shares
      of restricted stock are not transferable until the date on which the
      Committee has specified such restrictions has lapsed.  Unless
      otherwise provided, distributions in the form of dividends or otherwise of
      additional shares or property in respect of shares of restricted stock
      shall be subject to the same restrictions as such shares of restricted
      stock.

              


      

       

      (d)           Performance
Awards.  The Committee may, in its discretion, grant
performance awards which become vested or payable on account of attainment of
one or more performance goals during a specified period as established by the
Committee.  Performance awards may be in the form of Common Stock or
cash, or any combination of Common Stock and cash, as determined in the sole
discretion of the Committee.  The Committee shall establish in
writing, on a timely basis, (i) the performance goals that must be met, (ii) the
threshold, target and maximum amounts that may be paid, or in the case of an
award of Common Stock, the number of shares that will vest, if the performance
goals are met, and (iii) any other conditions that the Committee deems
appropriate and, in the case of executive officers where the Award is intended
to be “performance based” within the meaning of Code Section 162(m), consistent
with Section 162(m) of the Code. Performance goals established by the Committee
shall be based on objectively determinable performance goals selected by the
Committee that apply to an individual or group of individuals, a business unit,
or the Company or an Affiliate as a whole, over such performance period as the
Committee may designate.  The target Awards for each individual will
be based on a number of factors, including: (i) market competitiveness of the
position, (ii) job level, (iii) base salary level, (iv) past individual
performance, and (v) expected contribution to GlobalOptions’ future performance
and business impact.  For those Awards intended to be
“performance-based” within the meaning of Code Section 162(m), the Committee
shall also establish for each participant who is an executive officer a maximum
Award that may be paid for the calendar year, which will remain fixed for the
entire year.  The maximum performance award that any participant may
be granted in any calendar year under the Plan is $4,000,000, comprised of the
cash portion of the Award and the Fair Market Value of the Common Stock as of
the date of the grant of the Award.  For Awards intended to be
“performance-based compensation,” the grant of the performance awards and the
establishment of the performance measures shall be made during the period
required under Code Section 162(m).

       

      
        
           

        

        
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      The
performance goals shall be based on one or more of the following criteria:
EBITDA, stock price, earnings per share, net earnings, operating or other
earnings, profits, revenues, net cash flow, financial return ratios, return on
assets, stockholder return, return on equity, growth in assets, market share or
strategic business criteria consisting of one or more objectives based on
meeting specified revenue goals, market penetration goals, geographic business
expansion goals or goals relating to acquisitions or strategic
partnerships.  “EBITDA” means earnings before interest, taxes,
depreciation and amortization.  At any time prior to the final
determination of the performance awards, the Committee may adjust the
performance goals and awards for participants who are not executive officers, to
reflect changes in corporate capitalization, changes in corporate transactions,
the occurrence of any extraordinary event, any change in accounting rules or
principles, any change in GlobalOptions’ method of accounting, any change in
applicable law, or any other change of similar nature.  With respect
to executive officers where the award is intended to be “performance based”
within the meaning of Code Section 162(m), such adjustments may be made to the
extent the Committee deems appropriate considering the requirements of Code
Section 162(m).  Upon completion of a performance period, the
Committee shall determine whether the performance goals have been met prior to
paying or vesting any award for any year, the Committee must certify in writing
(to the extent required by any IRS regulation) that the performance goals were
satisfied.  Approved minutes of the Committee will be treated as the
required written certification.  All cash amounts payable will be paid
as soon as practicable after certification by the Committee, but not later than
March 15th of the year following the calendar year within which the award is
earned unless payment by such date is administratively
impracticable.

       

      (e)           Other Stock-Based
Awards.  The Committee may from time to time grant other
stock-based awards to eligible participants in such amounts, on such terms and
conditions, and for such consideration, including no consideration or such
minimum consideration as may be required by law, as it shall
determine.  Other stock-based awards may be denominated in cash, in
Common Stock or other securities, in stock-equivalent units, in stock
appreciation units, in securities or debentures convertible into Common Stock,
or in any combination of the foregoing and may be paid in Common Stock or other
securities, in cash, or in a combination of Common Stock or other securities and
cash, all as determined in the sole discretion of the Committee.

       

      7.    Miscellaneous

       

      (a)           Withholding of
Taxes.  Grantees and holders of Awards shall pay to the Company
or any of its Affiliates, or make provision satisfactory to the Committee for
payment of, any taxes to be withheld in respect of Awards under the Plan no
later than the date of the event creating the tax liability.  The
Company or any of its Affiliates may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the grantee
or holder of an Award.  In the event that payment to the Company or
any of its Affiliates of such tax obligations is made in shares of Common Stock,
such shares shall be valued at Fair Market Value on the applicable date for such
purposes.

       

      
        
           

        

        
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      (b)           Transferability.  Unless
otherwise permitted by the Committee or as otherwise may be required by law, no
Award granted under the Plan shall be transferable by a grantee otherwise than
by will or the laws of descent and distribution.  Unless otherwise
determined by the Committee in accord with the provisions of the immediately
preceding sentence, an Award may be exercised during the lifetime of the
grantee, only by the grantee or, during the period the grantee is under a legal
disability, by the grantee’s guardian or legal representative.  Any
attempt to transfer, assign, pledge or otherwise dispose of, or to subject to
execution, attachment or similar process, any Award contrary to the provisions
hereof shall be void and ineffective and shall give no right to the purported
transferee.

       

      (c)           Adjustments
for Corporate Transactions and Other Events.

       

      
        	
                 
      

              	
                (1)

              	
                Stock Dividend, Stock Split
      and Reverse Stock Split.  In the event of a stock
      dividend of, or stock split or reverse stock split affecting, the Common
      Stock, (A) the maximum number of shares of such Common Stock as to which
      Awards may be granted under this Plan, in the aggregate and with respect
      to any type of Award, and the maximum number of shares with respect to
      which Awards may be granted during any one calendar year to any
      individual, as provided in Section 4 of the Plan and (B) the number of
      shares covered by and the exercise price and other terms of outstanding
      Awards, shall, without further action of the Board, be adjusted to reflect
      such event unless the Board, in its sole discretion, determines, at the
      time it approves such stock dividend, stock split or reverse stock split,
      that no such adjustment shall be made with respect to any or all
      particular Awards.  The Committee may make adjustments, in its
      discretion, to address the treatment of fractional shares and fractional
      cents that arise with respect to outstanding Awards as a result of the
      stock dividend, stock split or reverse stock
      split.  Additionally, the Committee will, to the extent
      feasible, make other appropriate adjustments in order to ensure that
      Awards will not be deemed modified within the meaning of Section 424(h) of
      the Code.  The adjustments described above will be made in a
      manner consistent with Section 162(m) and Section 409A of the
      Code.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Non-Change in Control
      Transactions.  Except with respect to the transactions
      set forth in Section 7(c)(1), and subject to the limitations of Sections
      6(a)(2) and 6(b)(2), in the event of any change affecting the Common
      Stock, the Company or its capitalization, by reason of a spin-off,
      split-up, dividend, recapitalization, merger, consolidation or share
      exchange, other than any such change that is part of a transaction
      resulting in a Change in Control of the Company, the Committee, in its
      discretion and without the consent of the holders of the Awards, may make
      (A) appropriate adjustments to the maximum number and kind of shares
      reserved for issuance or with respect to which Awards may be granted under
      the Plan, in the aggregate, with respect to any type of Award, and with
      respect to any individual during any one calendar year, as provided in
      Section 4 of the Plan; and (B) any adjustments in outstanding Awards,
      including but not limited to modifying the number, kind and price of
      securities subject to Awards.  Each participant’s proportionate
      interest will be maintained as it was immediately before the occurrence of
      the abovementioned event.  Additionally, the Committee will, to
      the extent feasible, make other appropriate adjustments in order to ensure
      that Awards will not be deemed modified within the meaning of Section
      424(h) of the Code.  The adjustments described above will be
      made in a manner consistent with Section 162(m) and Section 409A of the
      Code.

              


      

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (3)

              	
                Change in Control
      Transactions.  Upon the occurrence of a Change in
      Control, the Committee may accelerate the vesting and exercisability of
      outstanding Awards, in whole or in part, as determined by the Committee in
      its sole discretion.  In its sole discretion, the Committee may
      also determine that, upon the occurrence of a Change in Control, each
      outstanding Award shall terminate within a specified number of days after
      notice to the participant thereunder, and in the case of an Option and
      other Awards that are payable in or convertible into Common Stock, each
      such participant shall receive, with respect to each share of Common Stock
      subject to such Option or other Awards that are payable in or convertible
      into Common Stock, an amount equal to the excess of the Fair Market Value
      of such shares immediately prior to such Change in Control over the
      exercise price per share of such Option or other Awards that are payable
      in or convertible into Common Stock; such amount shall be payable in cash,
      in one or more kinds of property (including the property, if any, payable
      in the transaction) or a combination thereof, as the Committee shall
      determine in its sole discretion.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Unusual or Nonrecurring
      Events.  The Committee is authorized to make, in its
      discretion and without the consent of holders of Awards, and subject to
      the limitations of Sections 6(a)(2) and 6(b)(2), adjustments in the terms
      and conditions of, and the criteria included in, Awards in recognition of
      unusual or nonrecurring events affecting the Company, or the financial
      statements of the Company or any Affiliate, or of changes in applicable
      laws, regulations, or accounting principles, whenever the Committee
      determines that such adjustments are appropriate in order to prevent
      dilution or enlargement of the benefits or potential benefits intended to
      be made available under the Plan.

              


      

       

      (d)           Substitution of Awards in Mergers
and Acquisitions.  Awards may be granted under the Plan from
time to time in substitution for awards held by employees, officers, consultants
or directors of entities who become or are about to become employees, officers,
consultants or directors of the Company or any of its Affiliates as the result
of a merger or consolidation of the employing entity with the Company or any of
its Affiliates, or the acquisition by the Company or any of its Affiliates of
the assets or stock of the employing entity.  The terms and conditions
of any substitute Awards so granted may vary from the terms and conditions set
forth herein to the extent that the Committee deems appropriate at the time of
grant to conform the substitute Awards to the provisions of the awards for which
they are substituted.

       

      (e)           Termination, Amendment and
Modification of the Plan.  The Board may amend, suspend, or
terminate the Plan, except that no amendment shall be made that would impair the
rights of any participant under any Award theretofore granted without the
participant’s consent, and except that no amendment shall be made which, without
the approval of the stockholders of the Company, would:

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (1)

              	
                materially
      increase the number of shares that may be issued under the Plan, except as
      is provided in Section 7(c);

              


      

       

      
        	
                 
      

              	
                (2)

              	
                materially
      increase the benefits accruing to the participants under the
      Plan;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                materially
      modify the requirements as to eligibility for participation in the
      Plan;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                decrease
      the exercise price of an option to less than 100% of the Fair Market Value
      per share of Common Stock on the date of grant thereof;
  or

              


      

       

      
        	
                 
      

              	
                (5)

              	
                extend
      the term of any option beyond that provided for in Section
    6.

              


      

       

      The
Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, but no such amendment shall impair the rights of any participant
without the participant’s consent.

       

      (f)           It
is the intention of the Board that the Plan comply strictly with the provisions
of Code Section 409A to the extent feasible and the Committee shall exercise its
discretion in granting Awards hereunder (and the terms of such Award grants),
accordingly.  The Plan and any grant of an Award hereunder may be
amended from time to time without the consent of the participant as may be
necessary or appropriate to comply with the Code Section 409A.

       

      (g)           Non-Guarantee of Employment or
Service.  Nothing in the Plan or in any Grant Agreement
thereunder shall confer any right on an individual to continue in the service of
the Company or shall interfere in any way with the right of the Company to
terminate such service at any time with or without cause or notice and whether
or not such termination results in (1) the failure of any Award to vest; (2) the
forfeiture of any unvested or vested portion of any Award; and/or (3) any other
adverse effect on the individual’s interests under the Plan.

       

      (h)           Special
Rules for Options and Stock Appreciation Rights.

       

      
        	
                 
      

              	
                (1)

              	
                Termination by
      Death.  Unless otherwise determined by the Committee, if
      any participant’s employment with or service to the Company or any
      Affiliate terminates by reason of death, any Option or SAR held by such
      participant may thereafter be exercised, to the extent then exercisable
      (or on such accelerated basis as the Committee shall determine at or after
      grant), by the legal representative of the estate or by the legatee of the
      participant under the will of the participant, for a period of one year
      after the date of such death or until the expiration of the stated term of
      such Option or SAR as provided under the Plan, whichever period is
      shorter.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Termination by Reason of
      Disability.  Unless otherwise determined by the
      Committee, if any participant’s employment with or service to the Company
      or any Affiliate terminates by reason of total and permanent disability
      (the failure to perform such person’s duties to the Company for at least
      ninety (90) days, whether or not consecutive, within any twelve (12)
      consecutive months as a result of any incapacity due to physical or mental
      illness, a “Disability”), any Option or SAR held by such participant may
      thereafter be exercised, to the extent it was exercisable at the time of
      termination due to Disability (or on such accelerated basis as the
      Committee shall determine at or after grant), but may not be exercised
      after 90 days after the date of such termination of employment or service
      or the expiration of the stated term of such Option or SAR, whichever
      period is shorter; provided, however, that,
      if the participant dies within such 90-day period, any unexercised Option
      or SAR held by such participant shall thereafter be exercisable to the
      extent to which it was exercisable at the time of death for a period of
      one year after the date of such death or for the stated term of such
      Option or SAR, whichever period is
shorter.

              


      

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (3)

              	
                Termination by Reason of
      Retirement.  Unless otherwise determined by the
      Committee, if any participant’s employment with or service to the Company
      or any Affiliate terminates by reason of Normal or Early Retirement (as
      such terms are defined below), any Option or SAR held by such participant
      may thereafter be exercised to the extent it was exercisable at the time
      of such Normal or Early Retirement (or on such accelerated basis as the
      Committee shall determine at or after grant), for a period of 90 days
      after the date of such termination of employment or service or until the
      expiration of the stated term of such Award, whichever period is shorter;
      provided, however, that, if the participant dies within such 90-day
      period, any unexercised Option or SAR held by such participant shall
      thereafter be exercisable, to the extent to which it was exercisable at
      the time of death, for a period of one year after the date of such death
      or for the stated term of such Option or SAR, whichever period is
      shorter.

              


      

       

      For
purposes of this paragraph (i), “Normal Retirement” shall mean retirement from
active employment with the Company or any Affiliate on or after the normal
retirement date specified in the applicable Company or Affiliate pension plan or
if no such pension plan exists or applies, age 65, and “Early Retirement” shall
mean retirement from active employment with the Company or any Affiliate under
the early retirement provisions of the applicable Company or Affiliate pension
plan or if no such pension plan exists or applies, age 55.

       

      (i)           Other
Termination.  Unless otherwise determined by the Committee,
should any Participant’s employment with or service to the Company or any
Affiliate terminate for any reason other than death, Disability or Normal or
Early Retirement, the Award shall thereupon terminate, except that the portion
of any Award that was exercisable on the date of such termination of employment
or service may be exercised for the lesser of 90 days after the date of
termination or the balance of such Award’s term if the Participant’s employment
or service with the Company or any Affiliate is terminated by the Company or
such Affiliate without cause (the determination as to whether termination was
for cause to be made by the Committee).  The transfer of a Participant
from the employ of or service to the Company to the employ of or service to an
Affiliate, or vice versa, or from one Affiliate to another, shall not be deemed
to constitute a termination of employment or service for purposes of the
Plan.

       

      (j)           No Trust or Fund
Created.  Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and a grantee or any other
person.  To the extent that any grantee or other person acquires a
right to receive payments from the Company pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      (k)           Public
Offering.  As a condition of participation in this Plan, each
participant shall be obligated to cooperate with the Company and the
underwriters in connection with any public offering of the Company’s securities
and any transaction s relating to a public offering, and shall execute and
deliver any agreements and documents, including without limitation, a lock-up
agreement, that may be requested by the Company or the
underwriters.  The participant’s obligations under this Section 7(j)
shall apply to any Common Stock issued under the Plan as well as to any and all
other securities of the Company or its successor for which Common Stock may be
exchanged or into which Common Stock may be converted.

       

      (l)           Governing Law.  The
validity, construction and effect of the Plan, of Grant Agreements entered into
pursuant to the Plan, and of any rules, regulations, determinations or decisions
made by the Committee relating to the Plan or such Grant Agreements, and the
rights of any and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with applicable federal
laws and the laws of the State of New York, without regard to its conflict of
laws principles.

       

      (m)           Effective Date; Termination
Date.  The Plan was adopted by the Board on October 17, 2006,
subject to approval by the GlobalOptions stockholders within twelve (12)
months.  The Plan became effective as of the date of approval of
GlobalOptions’ stockholders on December 5, 2006 (the “Effective
Date”).  No Award shall be granted under the Plan after the
tenth anniversary of the Effective Date.  Subject to other applicable
provisions of the Plan, all Awards made under the Plan prior to such termination
of the Plan shall remain in effect until such Awards have been satisfied or
terminated in accordance with the Plan and the terms of such
Awards.

       

      (n)           Compliance with Securities Laws;
Listing and Registration.  If at any time the Committee
determines that the delivery of Common Stock under the Plan is or may be
unlawful under the laws of any applicable jurisdiction, or federal, state or
foreign securities laws, the right to exercise an Award or receive shares of
Common Stock pursuant to an Award shall be suspended until the Committee
determines that such delivery is lawful.  The Company shall have no
obligation to effect any registration or qualification of the Common Stock under
federal, state or foreign laws.  Awards under the Plan are intended to
satisfy the requirements of Rule 16b-3 under the Exchange Act.  If any
provision of this Plan or any grant of an Award would otherwise conflict with
this intent, that provision will be interpreted and deemed amended so as to
avoid conflict.  Unless the Company has registered the Common Stock
covered by the Plan under the Securities Act of 1933, as amended (the “Securities
Act”), or the Company has determined that registering the Common Stock
covered by the Plan under the Securities Act is unnecessary, the Company may
require that each Participant represent in writing that he is acquiring the
shares of Common Stock covered by the Plan for his own account and investment
purposes, and not with a view to, or for sale in connection with, the
distribution of the shares of Common Stock covered by the Plan.  No
Participant will be entitled to a grant, exercise, transfer or payment of any
Award if the grant, exercise, transfer or payment would violate the provisions
of the Sarbanes-Oxley Act of 2002 or any other applicable law.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      (o)           No Lien or Security
Interest.  No Award and no right under any such Award, may be
pledged, attached or otherwise encumbered other than in favor of GlobalOptions,
and any purported pledge, attachment, or encumbrance thereof other than in favor
of GlobalOptions shall be void and unenforceable against GlobalOptions or any
Affiliate.

       

      (p)           Severability.  If
any provision of the Plan or any Award is determined to be invalid, illegal or
unenforceable, or as to any Person or Award, or would disqualify the Plan or any
Award, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to such Person or Award, and
the remainder of the Plan and any such Award shall remain in full force and
effect.

       

      (q)           Fractional
Shares.  No fractional shares of Common Stock shall be issued
or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities or other property shall be paid or
transferred in lieu of any fractional shares, or whether such fractional shares
or any rights thereto shall be canceled, terminated or otherwise
eliminated.

       

      (r)           Share
Certificates.  All certificates for shares of Common Stock
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which such
shares are then listed, and any applicable Federal or state securities laws, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.  To the extent
that the Committee provides for the issuance of Common Stock or restricted stock
awards, the issuance may be affected on a non-certificated basis, subject to
applicable law or the applicable rules of any applicable stock
exchange.

       

      (s)           Treatment for Other Compensation
Purposes.  Payments and other benefits received by a
participant pursuant to an Award shall not be deemed part of a participant’s
regular, recurring compensation for purposes of any termination, indemnity or
severance pay laws and shall not be included in, nor have any effect on, the
determination of benefits under any other employee benefit plan, contract or
similar arrangement provided by the Company, unless expressly so provided by
such other plan, contract or arrangement.

       

      (t)           Code Section 83(b)
Elections.  The Company, its Affiliates and the Committee have
no responsibility for any participant’s election, attempt to elect or failure to
elect to include the value of a restricted stock Award or other Award subject to
Section 83 in the participant’s gross income for the year of payment pursuant to
Section 83(b) of the Code.  Any participant who makes an election
pursuant to Section 83(b) will promptly provide the Committee with a copy of the
election form.

       

      (u)           No Obligation to Exercise Awards; No
Right to Notice of Expiration Date.  The grant of an Award of a
stock option or SAR will impose no obligation upon the participant to exercise
the Award.  The Company, its Affiliates and the Committee have no
obligation to inform a participant of the date on which any Award lapses except
in the Grant Agreement.

       

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      (v)           Right to
Offset.  Notwithstanding any provisions of the Plan to the
contrary, the Company may offset any amounts to be paid to a participant (or, in
the event of the participant’s death, to his beneficiary or estate) under the
Plan against any amounts that such participant may owe to the Company, to the
extent permitted by law.

       

      (w)           Furnishing
Information.  A participant will cooperate with the Committee
by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of
the Plan and the payments of benefits hereunder, including but not limited to
taking such physical examinations as the Committee may deem
necessary.

       

      (x)           Construction.  Except
where otherwise indicated by the context, any masculine term used herein will
also include the feminine; the plural will include the singular and the singular
will include the plural.

       

      (y)           Effect on Other
Plans.  All awards granted under the Company’s 2006 Stock
Option Plan and the 2005 Stock Option Plan shall continue to be governed under
such plans.  All remaining shares reserved, but unissued with respect
to any awards under the Company’s 2006 Stock Option Plan and 2005 Stock Option
Plan are hereby unreserved and no new awards shall be issued pursuant to the
Company’s 2006 Stock Option Plan or 2005 Stock Option Plan.

       

       

      
        
           

        

        
          16