Unassociated Document


     

    
      EXHIBIT
10.3

      


      GLOBALOPTIONS
GROUP, INC.

      75
Rockefeller Plaza  27th Floor

      New York,
NY  10019

      


      August  13,
2009

      


      Jeff
Nyweide, CFO and E.V.P. Corp. Dev.

      GlobalOptions
Group, Inc.

      75
Rockefeller Plaza

      27th
Floor

      New York,
NY  10019

      


      
        	
                 
      

              	
                Re:

              	
                Your
      Employment Agreement dated July 30, 2007 (the “Agreement”; capitalized
      terms used herein without definition have the meanings specified in the
      Agreement)

              


      

      


      Dear
Jeff:

      


      This
letter is to modify and clarify the Agreement, effective as of the date written
above.  Accordingly, the following modifications and clarifications
are made to the Agreement:

       

      
        	
                 
      

              	
                1.

              	
                The
      parties hereby acknowledge that the current term of your employment was
      extended to January 31, 2011 by the operative provisions contained in
      Section 1 of the Agreement, subject to earlier termination or automatic
      extension as contemplated therein.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Section
      2 shall be continued as in the previous year, by modifying Section 2 as
      follows:

              


      

      


      Salary.  Effective
as of January 1, 2009 and for the remaining term of the Agreement (including any
extensions thereto), the Company shall pay the Employee a base salary per month
of $31,250 and all other payments and benefits provided for in the Agreement,
including Section 4 hereof (as it may be increased (but not decreased) in the
discretion of the Compensation Committee, “Base Salary”).

      


      
        	
                 
      

              	
                3.

              	
                The
      bonus program described in Section 3 shall continue consistent with past
      practice and is amended and restated as
follows:

              


      

      


      Bonus.  Starting
on the Effective Date, you shall be eligible for a performance bonus payable 50%
in cash and 50% in vested restricted stock established from the 2007-2009 Annual
Incentive Plan (or in future years, based upon a substantially similar plan),
based upon mutually agreed to goals between you and the Compensation Committee
of the Board of Directors of the Company (the “Compensation Committee”). The
performance bonus and payment for 2007 – 2010 shall be based upon achieving
certain goals as set forth in Exhibit 1 to the July 30, 2007 Agreement (as
modified by the Compensation Committee pursuant to its meeting on April 8, 2008
(Exhibit A)) and for purposes of calendar years 2009 and 2010, those goals,
including the Targeted Performance Bonus-Annual, set forth for year 2008 in
Exhibit 1 shall be applied for said years 2009 and 2010. Any additional shares
of Restricted Stock that may be required to be issued to meet any of the
payments required herein shall be immediately issued by the Company. Provided,
however, no additional shares of Restricted Stock will be issued by the Company,
if such shares are required as a result of termination under Sections 6, 8,
and/or 5C of this Agreement, and in such event the Company will be required to
provide an equivalent payment to you for each share not issued, in an amount
equal to $2.00 per share.  Bonuses shall be paid no later than March
15th of the year following the year to which the bonus relates.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                4.

              	
                The
      first paragraph of Section 5C. shall be clarified and restated by the
      following two paragraphs:

              


      

      


      Notwithstanding
anything to the contrary in this Agreement or in any other applicable plan, but
subject to the following sentences, upon a Change of Control of the Company, all
stock options, restricted stock and restricted stock units shall vest
immediately upon such Change of Control and all performance conditions of any
and all cash bonuses and performance stock options or Restricted Stock shall be
deemed to be met and the term to exercise any stock options will be equal to the
term of the stock option originally granted. Provided, however, the amount of
any cash bonuses or Restricted Stock triggered by the Change of Control shall be
limited to an amount equal to the “Targeted Performance Bonus Annual,” set forth
in Exhibit 1 attached to the July 30, 2007 Agreement ($375,000, per year and
187,500 shares, per year) for the year of the Change of Control and each year
thereafter remaining in the term (as such term exists on the date of such Change
of Control).  The cash portion of such bonuses shall be paid within
the time provided in Section 3.  Provided, further, no additional
shares of Restricted Stock will be issued that may be required to be issued
beyond the existing unvested previously issued Restricted Stock held by you
(239,313 shares as of the date hereof) to meet the requirements of this Section
5C, however, the Company shall pay to you within the time provided in Section 3,
in lieu of said undistributed Restricted Stock, an amount equal to $2.00 per
share within the time provided in Section 3. See attached Schedule I for an
illustration of payment required under this Section 5C of the
Agreement.

      


      On the
date of the Change of Control, the Company shall place immediately negotiable
funds into a “rabbi” trust in an amount equal to the cash payments that may be
due (or will be due) to you as a result of the Change of Control or as a result
of a termination of your employment following a Change of Control without Cause
or for Good Reason, including such additional amount as equals the gross up
payment (described in Section 24). Such trust shall be maintained pursuant to a
standard rabbi trust arrangement among the Company, you and an independent
trustee (reasonably acceptable to you) providing for the timely payment to you
of the amounts held in such trust in the event you become entitled thereto under
the applicable provisions of this Agreement (the "Trust Arrangement"). The Trust
Arrangement shall be maintained until the earlier of (A) the payment to you of
all sums held in the trust or (B) six years after the end of the fiscal year in
which the Change of Control occurred.   This provision is subject
to the limitations imposed by Section 409A(b) of the Code.  In
addition, this provision will be null and void if the establishment or
maintenance of such a trust would result in the imposition of a tax or penalty
under Section 409A.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.

              	
                Section
      5C(i) shall be amended by adding the words “within a 12 month period”
      after “substantially all of the assets of the
  Company.”

              


      

      


      
        	
                 
      

              	
                6.

              	
                Section
      5C(ii) shall be modified and restated as
  follows:

              


      

      


      “(ii) a
corporate dissolution taxed under Code Section 331 or with approval of a
bankruptcy court pursuant to 11 USC § 503(b)(ii)(A).”

      


      
        	
                 
      

              	
                7.

              	
                Section
      5C(iii) shall be amended by the addition of the words “The occurrence
      within a 12 month period” at the beginning
  thereof.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Section
      6[A] shall be clarified and restated as
follows:

              


      

      


      Termination Without Cause,
for Good Reason, Death, Disability.  In the event that your
employment with the Company shall be terminated by the Company without Cause (as
hereinafter defined), by you for Good Reason or by reason of death or Disability
(as hereinafter defined) during the term of this Agreement the Company shall pay
to you (or, in case of your death, to your estate) in a lump sum within ninety
(90) days of such termination (at your highest annualized rate of salary in
effect during the one-year period ending on the effective date of termination),
an amount equal to the salary accrued to the date of termination, and any bonus
accrued to date of termination. In addition, if your employment is terminated by
the Company without Cause, or by you for Good Reason, all shares of restricted
stock or restricted stock units (or other forms of equity compensation, if any)
shall be deemed fully vested on the date of termination and it shall also pay to
you any bonus, under the terms of your annual bonus plan, on a pro rata basis
for the year in which such termination occurs; such pro rata bonus to be the
bonus for such year as determined  as  if you
met  those certain goals as set forth in Exhibit 1 to the July 30,
2007 Agreement (as modified by the Compensation Committee pursuant to its
meeting on April 8, 2008), but limited to the Targeted Performance Bonus- Annual
($375,000 per year and 187,500 shares, per year),  as provided under
Section 3 hereof, multiplied by a fraction, the numerator of which is the number
of days from the beginning of the applicable year to the date of termination of
employment and the denominator of which is 365. The cash bonus shall be paid not
later than ninety (90) days following the end of the year in which the
termination occurred, subject to Section 26. In addition to the above, if
termination is due to Termination without Cause or Termination by you for Good
Reason as provided in Section 8 hereof, you shall be entitled to a severance
package equal to fifty percent (50%) of your Base Salary (at your highest
annualized rate of Base Salary in effect during the one-year period ending on
the effective date of termination, provided, however, that the portion of the
Base Salary related to Section 4 payments shall be included at 100% and not 50%)
and fifty percent (50%) of your bonus as determined in this Section 6A for the
remaining term under this Agreement to be paid in a lump sum not later than
ninety (90) days following the date of termination, subject to Section
26.  You shall be under no obligation to seek other employment or
otherwise to mitigate the Company’s obligation to make payments to you pursuant
to this Section 6. In addition, your rights to continue to participate in the
other benefit plans and programs of the Company shall continue in full force and
effect for the remaining term (as such term exists on the date of Termination)
of the Agreement determined in accordance with the terms of such plans and
programs as then in effect.  If the terms of such plan do not permit
such participation, the Company will provide a comparable benefit in a time and
manner consistent with Section 26.  All payments provided in this
Section 6A shall be subject to and limited by the provisions of Section 5C above
and the bonus to be paid under the severance package described in this Section
6A and upon a Change of Control in Section 5C above, shall be not be treated as
separate payments owed to you, but as the same payment and you shall only be
paid such amount once.  Accordingly, if there is Change of Control and
the Company is required to make payments under Section 5C of this Agreement,
this Section 6A shall not be operative except to the extent that the payments
are not duplicative (e.g. the severance package and benefit continuation
described above).

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                9.

              	
                Section 12
      of the Agreement shall be modified by adding the following sentence at the
      conclusion thereof:

              


      

      


      Notwithstanding
the foregoing, in consideration of the payments described in Sections 5C
and 6A, the noncompetition period shall be extended from one (1) year to two (2)
years in the event of a Change of Control and you receive the payments and
benefits described in Section 10B or the termination of your employment by the
Company without Cause or by you for Good Reason.

      


      
        	
                 
      

              	
                10.

              	
                Section
      22  of the Agreement shall be modified as
    follows:

              


      

      


                                  “The
rights and obligations of the Company under this Agreement
shall                                                                                    bind
and inure to the benefit of any successor of the Company by reorganization,
merger or consolidation, or any assignee or purchaser of all or substantially
all of the Company’s business and properties.  Your rights or
obligations under this Agreement may not be assigned by you, except that the
rights specified shall pass upon your death to your estate.

      


      
        	
              	
                11. 

              	
                New
      Section 24, as follows:

              


      

      


      In the
event that the aggregate of all payments or benefits made or provided to, or
that may be made or provided to you under this Agreement, and under all other
plans, programs and arrangements of the Company (the “Aggregate Payment”) is
determined to constitute a “parachute payment,” as such term is defined in
Section 280G(b)(2) of the Code, the Company shall pay you, at such time any
excise tax imposed by Section 4999 of the Code (“Excise Tax”) is paid by
you  with respect to such Aggregate Payment, an additional amount
which, after the imposition of all income and excise taxes thereon, is equal to
the Excise Tax on the Aggregate Payment.   For purposes of
determining the amount of the gross up payment, you will be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation in
the calendar year in which the gross up payment is to be made and state and
local income taxes at the highest marginal rates of taxation in the state and
locality where taxes thereon are lawfully due.

      


      
        	
                 
      

              	
                12.

              	
                New
      Section 25 shall read as follows:

              


      

      


      Professional
Fees.  The Company agrees to pay you in one lump sum personal
accounting and legal fees relating to, and upon the execution of, the Letter
Amendment dated August --, 2009 up to a maximum of $20,000 on an after tax
basis.

      


      
        	
              	
                13.

              	
                New
      Section 26 shall read as follows:

              


      

      


      The
parties hereto intend that all benefits and payments to be made to you hereunder
will be provided or paid to you in compliance with all applicable provisions, or
an exemption or exception from the applicable provisions, or an exemption or
exception from the applicable provisions of, Section 409A of the Code and the
regulations issued thereunder, and the rulings, notices and other guidance
issued by the Internal Revenue Service interpreting the same, and this Agreement
shall be construed and administered in accordance with such intent. The parties
also agree that this Agreement may be modified, as reasonably requested by
either party, to the extent necessary to comply with all applicable requirements
of, and to avoid the imposition of any additional tax, interest and penalties
under, the Section 409A of the Code in connection with, the benefits and
payments to be provided or paid to you hereunder. Any such modification shall
maintain the original intent and benefit to the Company and you of the
applicable provision of this Agreement, to the maximum extent possible without
violating Section 409A of the Code.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      All
payments to be made upon a termination of employment under this Agreement may
only be made upon a “a separation from service” as defined under Section 409A of
the Code. For purposes of Section 409A of the Code, the right to receive a
series of installment payments under this Agreement shall be treated as a right
to a series of separate payments. Further, for purposes of the limitations on
nonqualified deferred compensation under Section 409A of the Code, each payment
of compensation under this Agreement shall be treated as a separate payment. In
no event may you, directly or indirectly, designate the calendar year of a
payment.

      


      Severance
benefits under this Agreement are intended to be exempt from Section 409A of the
Code under the “separation pay exception,” to the maximum extent applicable. Any
payments hereunder that qualify for the “short-term deferral” exception or
another exception under section 409A of the Code shall be paid under the
applicable exception to the extent applicable.

      


      Notwithstanding
the foregoing or anything to the contrary contained in a provision of this
Agreement, if it is reasonably determined that you are a “specified employee” at
the time of your “separation from service” within the meaning of Section 409A of
the Code, then, to the extent required by Section 409A, any payment hereunder
designated as being subject to this Section shall not be made until the first
business day after the expiration of six (6) months from the date of your
separation service. On such date, there shall be paid to you in a single cash
lump sum, an amount equal to aggregate amount of the payments delayed pursuant
to the preceding sentence without interest thereon. Notwithstanding the
forgoing, if you die within such six (6) months period, then there shall be paid
to your estate within ninety (90) days of your death, an amount equal to the
aggregate amount of the payments delayed pursuant to the second preceding
sentence.  In the event that it is reasonably determined that certain
payments are required to be delayed as described above, an amount equal to the
aggregate amount of such payments will be placed in a “rabbi” trust with the
trustee to be reasonably acceptable to you and pursuant to a standard “rabbi”
trust agreement reasonably acceptable to you.  The costs of such trust
to be paid by the Company and the payments will be timely made from such trust,
provided that the payments will not be placed into a rabbi trust if it would
result in the imposition of additional taxes under Section 409A of the
Code.  In addition, the establishment of such rabbi trust is subject
to the limitations imposed by Section 409A(b) of the Code.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      The term
“specified employee” shall mean any individual who, at any time during the
twelve (12) month period ending on the identification date (as determined by the
Company or its delegate), is a specified employee under Section 409A of the
Code, as reasonably determined by the Company (or its delegate). The
determination of “specified employees,” including the number and identity of
persons considered “specific employees,” and identification date, shall be made
by the Company (or its delegate) in accordance with the provisions of Sections
416(i) (without respect to paragraph (5) thereof) and 409A of the
Code.

      


      All
reimbursements provided under this Agreement shall be made or provided in
accordance with the requirements of Section 409A of the Code, including, where
applicable, the requirement that (i) any reimbursement is for expenses incurred
during your lifetime (or during a shorter period of time specified in this
Agreement), (ii) the amount of expenses eligible for reimbursement during a
calendar year, (iii) the reimbursement of an eligible expense will be made on or
before the last day of the taxable year following the year in which the expenses
is incurred, and (iv) the right to reimbursement is not subject to liquidation
or exchange for another benefit.

      


      Except as
hereby amended, the Agreement and all of its terms and conditions shall remain
in full force and effect and are hereby confirmed and ratified. All references
to the Agreement shall be deemed references to the Agreement as amended and
clarified hereby.  This amendment shall be governed and construed
under the laws of the State of New York.

       

      Please
sign below to acknowledge your agreement to and acceptance of this amendment to
the Agreement.

       

      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	 
      
	 
      	
                
                  /s/
      Harvey Schiller

                

              
	 
      	
                Harvey
      Schiller

              
	 
      	
                Chairman
      & CEO

              


      

      


      
        	
                Agreed to:

              	 
      
	 
      	 
      
	 
      	 
      
	
                
                  /s/
      Jeff Nyweide

                

              	 
      
	
                Jeff
      Nyweide

              	 
      
	 
      	 
      
	
                Date:
      August 13, 2009

              	 
      


      

      


      
        
          
          

        

        
          -6-