STERN & KILCULLEN, LLC 

75 Livingston Avenue 

Roseland, NJ 07068 

(973) 535-1900 

Herbert J. Stern (HS 3169) 

Joel M. Silverstein (JS 5704) 

Attorneys for Plaintiff, Joel A. Schleicher 

UNITED STATES DISTRICT COURT 

DISTRICT OF NEW JERSEY 

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Joel A. Schleicher, 

Plaintiff, 

v. 

Presidio Holdings, Inc., a Delaware 

Corporation, and Presidio, Inc., a Georgia 

Corporation. 

Defendants. 

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Hon. William J. Martini 

Case No. 2:11−CV−02982−WJM −MF 

AMENDED COMPLAINT 

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 Plaintiff, Joel A. Schleicher, by and through his undersigned counsel, by way of Complaint 

against Defendants Presidio, Inc. and Presidio Holdings, Inc. (“Presidio Holdings”) hereby 

alleges and says: 

INTRODUCTION

1. This is an action by the CEO of a corporation, Presidio, Inc. (“Presidio”), initially 

brought to prevent unlawful interference by Presidio Holdings (Presidio’s indirect parent) with 

plaintiff’s management of Presidio pursuant to the terms of his employment agreement, to which 

both Presidio and Presidio Holdings are parties. Plaintiff sought injunctive relief and specific 

performance of that employment agreement to prevent Presidio Holdings and its Board of 

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Directors from further interfering with his management of Presidio. In addition, because 

Presidio Holdings’ statements and conduct following the recent merger in which Presidio 

Holdings became the indirect parent of Presidio demonstrate that Presidio Holdings never 

intended to honor plaintiff’s rights and authority as Presidio’s CEO under the terms of his 

employment agreement, plaintiff seeks by way of rescissory damages and restitution to recover 

$10.5 million he invested in equity of Presidio Holdings in reliance upon Presidio Holdings’ 

confirmation and ratification of plaintiff’s employment agreement. 

2. The conduct of Presidio Holdings’ after the May 24, 2011 filing of this action and 

of plaintiffs’ order to show cause and supporting papers seeking the aforementioned injunctive 

relief and specific enforcement of plaintiff’s employment contract – including, without 

limitation, defendants exercise of their right, pursuant to the terms of plaintiff’s employment 

contract, to terminate him “without Cause” on June 6, 2011, effective June 16, 2011 – only 

further confirms that Presidio Holdings never intended to honor plaintiff’s rights and authority as 

Presidio’s CEO under the terms of his employment agreement. Further, there is an actual 

controversy between plaintiff and defendants as to the compensation and benefits to which 

plaintiff is entitled under his employment agreement upon his termination “without Cause,” and, 

defendants’ recent conduct and communications indicate that defendants do not intend to fully 

perform or honor their obligations to provide plaintiff the compensation and benefits to which he 

is entitled under his employment agreement. 

3. Based on the allegations of the initial Verified Complaint, the recent termination 

without Cause, and other conduct and communications of defendants since the commencement 

of this action, this Amended Complaint reiterates and supplements the Third and Fourth Causes 

of Action in the Verified Complaint (Doc 1). It asserts claims against both defendants for: (1) 

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rescissory damages based on defendants’ intentional and equitable fraudulent inducement of 

plaintiff’s $10.5 million investment in Presidio Holdings through false representations and 

undertakings that defendants would honor the Employment Agreement, particularly as to 

plaintiff’s role as CEO of Presidio and overall management responsibility for Presidio; (2) 

rescission based on defendants’ intentional and equitable fraudulent inducement of plaintiff’s 

Non-Competition, Non-Solicitation and No-Hire Agreement dated February 22, 2011 through 

those same misrepresentations and undertakings; (3) unjust enrichment; (4) declaratory relief as to 

the compensation and benefits to which plaintiff is entitled under his employment agreement 

upon his termination “without Cause” and (5) specific performance of the provisions of the 

employment agreement requiring defendants to provide plaintiff such compensation and benefits. 

4. Because defendants’ termination of plaintiff without Cause as Presidio’s CEO 

(among other positions) moots the First and Second causes of action in the initial Verified 

Complaint (Doc 1) – for injunctive relief and specific performance of the provisions of plaintiffs’ 

employment agreement concerning his rights and authority as Presidio’s CEO – those two counts 

are omitted from this Amended Complaint. 

PARTIES

5. Plaintiff, Joel A. Schleicher, a citizen of the State of Florida, resides at 505 

Orange Avenue, Unit 901, Sarasota Florida 34236. Plaintiff is the CEO of Presidio. Plaintiff is 

also the CEO and a minority shareholder of defendant Presidio Holdings. 

6. Presidio Holdings is a Delaware corporation, having its principal place of 

business at 299 Park Avenue, 34th Floor, New York, NY 10171. 

7. Presidio is a Georgia corporation, having its principal place of business at 7601 

Ora Glen Dr., Suite 100, Greenbelt, MD 20770. 

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JURISDICTION AND VENUE

8. This Court has diversity jurisdiction under 28 U.S.C. § 1332 because plaintiff and 

defendants are citizens of different States, and the amount in controversy, exclusive of interest 

and costs, exceeds $75,000. 

9. Venue is proper in this District pursuant to the forum selection clause, Section 

5(e), of the Employment Agreement discussed in paragraph 13 below. 

FACTUAL ALLEGATIONS

A. Background 

10. Plaintiff is the founder, Chairman, and Chief Executive Officer of Presidio and its 

affiliates, including its former parent company, Integrated Solutions, LLC (“IS”). 

11. Prior to the merger described below, Presidio, a Georgia corporation, was wholly 

owned by IS. 

12. Prior to that merger, most of the interests in IS were owned by various private 

equity funds/groups, with a minority interest owned by the employees of IS, including plaintiff. 

B. Plaintiff’s Employment Agreement 

13. Before the merger described below, plaintiff served as CEO of IS and Presidio 

pursuant a Third Amended and Restated Employment Agreement, entered into as of September 1, 

2010 (the “Employment Agreement”) by and between plaintiff (referred to as “Executive” in the 

Employment Agreement) and IS and its subsidiaries, including Presidio and affiliates (referred to 

collectively as “IS” or the “Company” in the Employment Agreement). A true copy of the 

Employment Agreement is attached hereto as Exhibit A. 

14. Section 1(b) of the Employment Agreement addresses plaintiff’s duties as CEO of 

the Company, and provides as follows: 

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Duties. Executive shall serve as Chairman and Chief Executive Officer of the 

Company and shall perform such duties as generally required of persons in the 

positions of Chairman and Chief Executive Officer as well as such other reasonable 

duties required by the Board of Directors (“Board”) of IS. Executive shall report 

directly to the Board (and shall be the sole officer reporting directly to the Board). 

Subject to the oversight of the Board and the provisions of the LLC Agreement 

(hereafter defined), Executive shall have overall management responsibility for the 

Company’s operations and its acquisitions. In addition, Executive shall be appointed 

as a member of the Board in accordance with Section 6.1 of the Integrated 

Solutions, LLC Third Amended and Restated Limited Liability Company 

Agreement dated as of December 31, 2009, by and among the Company and the 

“Members” named therein, as amended from time to time (the “LLC Agreement”). 

15. Section 5(f) of the Employment Agreement provides as follows: 

Equitable Remedies. The parties hereto agree that irreparable harm would occur 

in the event that any of the agreements and provisions this Agreement were not 

performed fully by the parties hereto in accordance with their specific terms or 

conditions or were otherwise breached, and that money damages are an 

inadequate remedy for breach of this Agreement because of the difficulty of 

ascertaining and quantifying the amount of damage that will be suffered by the 

parties hereto in the event that this Agreement is not performed in accordance 

with its terms or conditions or is otherwise breached. It is accordingly hereby 

agreed that the parties hereto shall be entitled to an injunction or injunctions to 

restrain, enjoin and prevent breaches of this Agreement by the other party hereto 

and to enforce specifically such terms and provisions of this Agreement, such 

remedy being in addition to and not in lieu of, any other rights and remedies to 

which the other party is entitled to at law or in equity. 

 

C. The Merger 

16. In or about October 2010, IS entered into negotiations with representatives of 

American Securities, LLC, a Delaware limited liability company (“AS”), whereby affiliated 

entities controlled by AS would acquire IS and its subsidiaries, including Presidio. 

17. Prior to February 21, 2011, specifically for purposes of the merger, AS formed 

several “affiliated entities,” including, without limitation: (i) AS Presidio Holdings LLC (“AS 

Presidio”); (ii) Presidio Holdings, which, prior to the merger, was owned 100% by AS Presidio; 

(iii) Presidio IS Corp. (“Presidio IS”), a Delaware corporation, which was and is owned 100% by 

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Presidio Holdings; and (iv) Presidio Merger Sub LLC, a Delaware limited liability company 

(“Merger Sub”), which is owned 100% by Presidio IS. 

18. On February 22, 2011, an Agreement and Plan of Merger (the “Merger Agreement”) 

was executed by and among IS, Presidio Holdings, Merger Sub, and certain other parties. 

19. The Merger Agreement provided for the merger of Merger Sub with and into IS, 

with IS surviving as a wholly owned indirect subsidiary of Presidio Holdings (the “Merger”). 

20. The Merger closed on March 31, 2011 (the “Closing”). 

21. Prior to the Closing, the Boards of Directors of Presidio Holdings and Presidio IS 

each consisted of the same three individuals, each of whom was and is also a principal and/or 

employee of AS: Kevin Penn, Aaron Tolson, and Eric Schondorf. 

22. Prior to the Closing, Merger Sub – having no LLC or management agreement, no 

managers, and no employees – was controlled by its sole member, Presidio IS and its Board of Directors. 

23. Immediately upon the Closing, pursuant to a separate merger agreement between 

IS (into which Merger Sub had just merged) and Presidio: (i) IS merged with and into Presidio, 

with Presidio surviving as a wholly owned indirect subsidiary of Presidio Holdings; (ii) the 

articles of incorporation of Presidio in effect immediately prior to the downstream merger 

continued in full force and effect after such merger; and (iii) the bylaws of Presidio in effect 

immediately prior to the downstream merger became the effective bylaws after such merger. 

24. Following the Closing, apart from plaintiff, who was and is its Chairman, the 

Boards of Directors of Presidio Holdings and Presidio IS each consisted of three individuals, 

each of whom was and is also a principal and/or employee of AS: Kevin Penn, Aaron Tolson, 

and Paul Rossetti (who replaced Eric Schondorf). 

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25. Following the Closing, the Board of Presidio consisted of plaintiff and Paul 

Fletcher, who prior to the Closing had been the CFO of IS. 

26. Presidio Holdings’ indirect ownership of Presidio following the Closing is 

reflected in the following chart: 

D. By Promising to Honor the Employment Agreement, Defendants Induced 

 Plaintiff to Invest $10.5 Million in Presidio Holdings and to Agree to Substantially 

 Longer Restrictive Covenants 

27. Plaintiff, Presidio (through IS, one of its predecessors), and Presidio Holdings 

entered into a letter agreement dated February 21, 2011 (the “2/21/2011 Letter Agreement”) 

which, except for certain amendments – none of which diminished plaintiff’s (i) duties, 

authority, or responsibility as CEO under Section 1(b) of the Employment or (ii) rights or powers 

under Section 5(f) of the Employment Agreement – “ratified and confirmed” the provisions of 

the Employment Agreement. A true copy of the 2/21/2011 Letter Agreement is attached hereto 

as Exhibit B. 

28. Defendants thereby promised and represented to plaintiff that they intended to 

honor the Employment Agreement, as amended by the 2/21/2011 Letter Agreement. 

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29. Pursuant to the 2/21/2011 Letter Agreement, “Section 5(b) of the Employment 

Agreement [is] deemed to include [the 2/21/2011 Letter Agreement] and the Non-Competition 

and Non-Solicitation Agreement that the Executive is entering into in connection with the 

Merger Agreement.” 

30. Apart from that amendment, Section 5(b) of the Employment Agreement, as 

confirmed and ratified by the 2/21/2011 Letter Agreement, provides in pertinent part as follows: 

This Agreement, the Vesting Agreement dated as of April 25, 2005, between Executive 

and the Company, as amended from time to time, the Noncompetition and 

Nonsolicitation Agreement dated as of November 2, 2004, between the Executive and the 

Company, as amended from time to time, and the agreements between the Executive and 

the Company with respect to the equity or rights to equity held by Executive in the 

Company (pursuant to the LLC Agreement, the Company’s incentive plans, or otherwise) 

constitutes the full and entire understanding and agreement between the parties with 

regard to the subjects hereof and thereof and supersedes in their entirety all other or 

prior agreements, whether oral or written, with respect thereto. 

Id. (emphasis added). 

31. On February 22, 2011, in reliance on Presidio Holdings’ ratification and 

confirmation of the Employment Agreement, as amended by the 2/21/2011 Letter Agreement, 

plaintiff entered into a “Rollover Agreement” with Presidio Holdings, whereby plaintiff agreed 

to rollover, i.e., invest, $10.5 million worth of his management equity in IS into similar equity in 

Presidio Holdings (the “Rollover Agreement”). 

32. “[T]he agreements between the Executive and the Company with respect to the 

equity or rights to equity held by Executive in the Company (pursuant to the LLC Agreement, 

the Company’s incentive plans, or otherwise)” referenced in Section 5(b) of the Employment 

Agreement, as amended, include the Rollover Agreement. 

33. On February 22, 2011, in reliance on Presidio Holdings’ ratification and 

confirmation of the Employment Agreement, as amended by the 2/21/2011 Letter Agreement, 

plaintiff, who was already and continued to be subject to a 2004 Noncompetition and 

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Nonsolicitation Agreement between plaintiff and IS and its subsidiaries and affiliates (the “2004 

Non-Compete”) entered into an additional Non-Competition, Non-Solicitation and No-Hire 

Agreement (the “2011 Non-Compete”). 

34. The 2011 Non-Compete effectively doubled the duration of the restrictive 

covenants to which plaintiff was subject: with few exceptions, the restrictive period under the 

2011 Non-Compete was 36 months, as opposed to 18 months under the 2004 Non-Compete. 

35. The 2011 Non-Compete is the “Non-Competition and Non-Solicitation 

Agreement that the Executive is entering into in connection with the Merger Agreement” which, 

pursuant to 2/21/2011 Letter Agreement, is deemed included in Section 5(b) of the Employment 

Agreement (quoted in pertinent part in paragraph 30 above). 

E. Presidio Holdings’ Post-Closing Conduct Reveals That, Contrary to Their Pre-

 Closing Representations to Plaintiff, Defendants Never Intended to Honor the 

 Employment Agreement 

36. Presidio Holdings’ post-Closing statements and conduct reflect that, although it 

ratified and confirmed the Employment Agreement, as amended, thereby promising and 

representing to plaintiff that it intended to honor that agreement, Presidio Holdings never 

intended to do so; rather, at all times, Presidio Holdings itself intended to exercise overall 

management responsibility and control over Presidio once the Merger was complete. 

37. That intention is reflected in an April 21, 2011 memo from Presidio Holdings’ 

Board of Directors member Kevin Penn to plaintiff, stating in relevant part: 

Reflecting on yesterday’s call, I wanted to give you some additional thoughts and 

recap some points. I am hopeful that we can “get on the same page” quickly. We 

know you have been operating in your own way in the past, but it is important 

that you understand very clearly that American Securities will require Presidio to 

do some things differently. Our experience and success tells us that what we will 

be requiring is in the best interests of the Company and all its stakeholders. 

(Emphasis added). 

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38. Consistent with that April 21, 2011 memo, Presidio Holdings’ post-Closing 

conduct has reflected and implemented its stated intention to control the management of Presidio 

and to disregard and override plaintiff’s rights under Section 1(b) of the Employment 

Agreement. 

39. In an April 20, 2011 email from Penn to Paul Fletcher, the CFO and a director of 

Presidio, Presidio Holdings purported to override plaintiff’s selection of the law firm of Hogan 

Lovells to provide legal services for Presidio, stating in pertinent part: “Regarding Hogan, as 

they are seller's counsel, they should not be doing any work for Presidio since closing.” 

40. In a telephone conversation that same day (as Penn confirmed in a Memorandum 

to plaintiff the next day, April 21, 2011), Penn told plaintiff that: 

Weil [Gotshal] will be Corporate Counsel going forward. Any other counsel who will be 

paid more than $50,000 in any 12-month period must be approved by the board. Hogan 

[Lovells] can continue working on timely completion of Option Grants, and only on this. 

All other work performed by Hogan post-closing is assumed to be done for the benefit of 

the sellers. If the Company believes it needs to use Hogan for any purpose after May 1, 

2011, this can be approved in advance by the board. This will all be incorporated in a 

board resolution. 

 

41. At a meeting of Presidio Holdings’ Board of Directors on April 28, 2011, Penn 

proposed that the Board approve Weil Gotshal as legal counsel for Presidio and its affiliates. 

Plaintiff objected on the grounds that (a) it was the role of Presidio’s management to select its 

corporate counsel, and (b) the Board of Directors of Presidio Holdings did not have the right to 

select corporate counsel for Presidio. Despite plaintiff’s objections, Penn moved that the Board 

approve Weil Gotshal as counsel for Presidio and its affiliates, and the resolution passed, the AS 

members of Presidio Holdings Board – Penn, Tolson and Rossetti – all voting in favor, and 

plaintiff alone voting against it. 

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42. By email sent on May 24, 2011, Tolson proposed for ratification at the next 

meeting of Presidio Holdings’ Board revised minutes of the April 28, 2011 Board meeting 

which, according to his cover email, “added the full resolution regarding Weil as counsel.” As 

reflected in the attached revised minutes, that “full resolution” reads as follows: 

WHEREAS, Hogan Lovells US LLP (“Hogan”) was the counsel for the sellers of 

the Company in the transaction pursuant to which American Securities purchased the 

Company; 

WHEREAS, the Board of the Company has determined that it is in the best 

interests of the Company to engage Weil, Gotshal & Manges, LLP for corporate matters; 

WHEREAS, selection of counsel to the Company shall be approved by the Board 

of the Company; 

RESOLVED, the Board of the Company has determined that Weil Gotshal & 

Manges, LLP shall be retained as Corporate Counsel for the Company; 

RESOLVED FURTHER, any other counsel who will be paid more than $50,000 

in any 12-month period must be approved by the Board of the Company; 

RESOLVED FURTHER, Hogan’s representation of the Company can continue 

solely for the timely completion of Option Grants (all other work performed by Hogan 

post-closing is assumed to be done for the benefit of the sellers); 

RESOLVED FURTHER, if any officer or representative of the Company 

desired to engage Hogan for any purpose after May 1, 2011, such retention shall be 

approved in advance by the Board of the Company.... 

43. Presidio Holdings’ post-Closing conduct prior to the filing of this action 

demonstrates that, contrary to its pre-closing representations to plaintiff, it never intended to honor 

the Employment Agreement, and particularly its provisions concerning plaintiffs’ role as CEO of 

Presidio. 

F. Defendants’ Conduct Following the Filing of This Action Only Confirms That, 

Contrary to Their Pre-Closing Representations to Plaintiff, Defendants Never 

Intended to Honor the Employment Agreement Following the Closing 

44. Plaintiff filed this action against Presidio Holdings on May 24, 2011. 

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45. Plaintiff informed the Presidio Holdings Board of Directors that he had done so 

following a meeting of that Board the morning of May 26, 2011. 

46. Later that day, pursuant to the Court’s May 26, 2011 Order to Show Cause, 

plaintiff served on Presidio Holdings that Order, the Summons, the Verified Complaint, and 

papers in support of his application for a preliminary injunction via Federal Express for delivery 

the next morning. 

47. As alleged in the Verified Complaint (Doc 1) and in the Brief in support of 

plaintiff’s application for a preliminary injunction (Doc 1-5), following the Closing, plaintiff had 

pursuant to Section 1(b) of the Employment Agreement the right, duty, authority, and 

responsibility as CEO of Presidio to perform such duties as generally required of persons in the 

positions of Chief Executive Officer as well as such other reasonable duties required by the 

Board of Directors of Presidio, and to have overall management responsibility for Presidio’s 

operations, subject only to the oversight of the Board of Directors of Presidio and the provisions 

of Presidio’s bylaws. Employment Agreement § 1(b). See Verified Complaint (Doc 1) ¶¶ 10, 

38; Brief (Doc 1-5) at 2, 8-9. 

48. As further alleged in the Verified Complaint and in the Brief in support of 

plaintiff’s application for a preliminary injunction, following the Closing, “as Presidio’s indirect 

parent, Presidio Holdings, including its Board of Directors, ha[d] no management responsibility 

for, or authority over, Presidio’s operations.” See Verified Complaint (Doc 1) ¶¶ 39, 43; Brief 

(Doc 1-5) at 9 (“defendant - which, as Presidio's indirect parent, has no authority to manage 

Presidio's operations - has violated the plain terms of the Employment Agreement by interfering 

with plaintiff's efforts to manage Presidio....”), id. at 10 (“defendant will not suffer any harm if it 

is enjoined from interfering with plaintiffs management of Presidio because, as Presidio's 

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indirect parent, defendant has no management responsibility for, or authority over, Presidio's 

operations.”). 

49. Following its May 27, 2011 receipt of the Verified Complaint (Doc 1), Order to 

Show Cause (Doc 3), and accompanying pleadings and papers, spelling out plaintiffs rights and 

authority under Section 1(b) of the Employment Agreement, and Presidio Holdings’ prior and 

ongoing breaches of that section, Presidio Holdings made no effort to cure those breaches or to 

honor plaintiffs rights and authority as CEO of Presidio under Section 1(b) of the Employment 

Agreement. 

50. On the contrary, Presidio Holdings immediately moved to seize the management 

control over Presidio that the Verified Complaint had demonstrated Presidio Holdings lacked as 

the indirect parent of Presidio, in order to ensure that Presidio Holdings (and, through it, AS), 

rather than plaintiff, would exercise overall management responsibility and control over Presidio. 

51. Specifically, on May 28, 2011, Presidio IS, acting as the Sole Stockholder of 

Presidio, by Written Consent of the Sole Stockholder of Presidio, Inc., “consent[ed]” to the adoption 

of certain resolutions in lieu of a meeting. A true and correct copy of that Written Consent of the 

Sole Stockholder of Presidio, Inc. (the “5/28/2011 Consent”) is attached hereto as Exhibit C. 

52. The purposes of the resolutions adopted in the 5/28/2011 Consent were (1) to 

defeat plaintiff’s right and authority under Employment Agreement Section 1(b) to perform such 

duties as generally required of persons in the position of Chief Executive Officer and to exercise 

overall management responsibility for Presidio's operations, subject only to the oversight of the 

Board of Directors of Presidio and the provisions of Presidio's bylaws; (2) to cure Presidio 

Holdings’ (and AS’s) lack of “management responsibility for, or authority over, Presidio’s 

operations”; and (3) to thereby ensure implementation of Presidio Holdings’ unwavering 

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intention that, once the Merger was complete, Presidio Holdings (and, through it, AS), rather 

than plaintiff, would exercise overall management responsibility and control over Presidio. 

53. Accordingly, the resolutions adopted in the 5/28/2011 Consent included, without 

limitation, resolutions (1) increasing the size of Presidio’s Board from two to five directors and 

(2) electing as directors of Presidio, in addition to the two then current directors (plaintiff and 

Paul Fletcher), Kevin Penn, Paul Rossetti and Aaron Tolson. 

54. The net effect of those two resolutions was to make the same three AS employees 

or principals who had always comprised the majority of Presidio Holdings’ Board post-Closing – 

Penn, Rossetti and Tolson – the majority of Presidio’s Board as well. Exhibit C, p. 2. 

55. That same day, May 28, 2011, Penn, Rossetti, and Tolson issued a “Notification 

of Joint Special Meeting of the Boards of Directors of Presidio, Inc. and Presidio Holdings Inc.,” 

scheduling such a meeting on Wednesday, June 1, 2011 at 4 p.m. at the offices of AS in New 

York “to discuss certain confidential matters related to the Companies.” 

56. Following several adjournments, that joint special meeting was held 

telephonically on the morning of Monday, June 6, 2011. 

57. During that telephonic meeting, with plaintiff and Paul Fletcher abstaining, Penn, 

Rosetti, and Tolson voted to terminate plaintiff without Cause, and elected AS employee Eric 

Schondorf as Vice President of Presidio. 

58. Later that morning, shortly after the telephonic joint board meeting, Schondorf 

sent plaintiff an email stating “[a]ttached is the notice of termination as passed by the board of 

directors of Presidio.” 

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59. The attached “Notice of Termination” consisted of a letter on the letterhead of 

Presidio, signed by Schondorf as “Vice President & Secretary,” the body of which stated as 

follows: 

Reference is made to the Third Amended and Restated Employment Agreement by and 

between you, and Integrated Solutions LLC, a Delaware corporation (now known as Presidio, 

Inc.) and its subsidiaries and affiliates (collectively, the "Company"), dated as of September 

1, 2010 (as amended by that certain letter agreement by and between you and the 

Company, dated as of February 21, 2011, the "Employment Agreement"). This letter is to 

provide you with notice in conformity with Section 5(c) of the Employment Agreement, 

of the termination of your employment pursuant to Section 3(a)(i) of the Employment 

Agreement. In accordance with Section 3 of the Employment Agreement, the 

Termination Date will be June 16, 2011 (ten (10) days following the date notice is given). 

Until such time, you will be deemed to be on leave and should not perform any duties or 

report to the office. During this period prior to the Termination Date, you are not 

authorized to take any actions on behalf of the Company or any of its affiliates. A 

representative of the Company will contact you concerning the return of all card keys, 

company credit cards and other company property. You shall continue to be bound by the 

non-compete, non-solicit, confidentiality obligations, non-disparagement and other 

similar obligations to which you are currently bound, including, without limitation, those 

contained in the Release, the Noncompetition and Nonsolicitation Agreement between 

the Company and the Executive, dated as of November 2, 2004, and the Non- Competition, 

Non-Solicitation and No-Hire Agreement, by and among Presidio Holdings Inc., Presidio 

Inc., and the Executive, dated as of February 22, 2011, which are each incorporated 

herein by reference and remain in full force and effect in accordance with their terms. 

A true and correct copy of the Notice of Termination is attached hereto as Exhibit D. 

60. Defendants’ conduct following the filing of this action only confirms that, 

contrary to their pre-closing representations to plaintiff, defendants never intended to honor the 

Employment Agreement following the Closing. 

G. Plaintiffs Do Not Intend to Fully Honor Plaintiff’s Contractual Rights Upon His 

Termination Without Cause 

61. Section 3(a)(i) of the Employment Agreement, pursuant to which Presidio, Inc. 

terminated plaintiff, provides as follows: 

 Termination Without Cause. In the event Executive’s employment with the 

Company is terminated by the Company without Cause (as defined in Section 3(b) 

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below), Executive shall be entitled to receive (i) any Base Salary, unpaid expense 

reimbursements and accrued benefits under the Plans through the Termination Date, 

(ii) Executive’s then existing Base Salary for a period of three (3) years following 

termination of employment to be paid annually in advance with payment of the first 

installment made within 10 days following termination of employment and future 

payments on each anniversary of termination (iii) the continuation of company paid 

medical, dental and disability benefits provided under the Plans for a period of five (5) 

years in the form of Company paid premiums allocable to such coverage on a monthly 

basis, with additional monthly cash payments to Executive to the extent the coverage is 

taxable to Executive in an amount sufficient to cover any taxes on the premiums and such 

additional cash payments, provided, however, that in the event that under the terms of the 

Plans the Executive cannot continue to participate during such five-year term, the 

Company will coordinate in good faith with the Executive to provide through COBRA or 

replacement coverage at the companies cost and (iv) a bonus in an amount equal to three 

(3) times the prior year’s bonus, provided however, that such bonus shall be paid annually 

in advance, for each of the three (3) years following the termination of employment. 

62. Between the filing of this action and defendants’ termination of plaintiff without 

Cause, plaintiff and defendants discussed, and disagreed about, the compensation and benefits to 

which plaintiff would be entitled under the Employment Agreement in the event that defendants 

terminated him without Cause. 

63. Based on those discussions, once defendants terminated plaintiff’s employment, 

plaintiff doubted that defendants would fully honor plaintiff’s rights under the Employment 

Agreement upon his termination without Cause. 

64. Accordingly, on June 6, the day he was terminated, plaintiff, through counsel, 

wrote defendants seeking defendants’ written acknowledgement, among other things, that the 

compensations and benefits plaintiff is entitled to receive under the Employment Agreement 

include the following: 

• Accrued Bonus for the Fiscal Year ending June 30, 2011 based on objectives met 

prior to termination (Employment Agreement § 2(b)) 

• Base Salary through the June 16, 2011 Termination Date (id. § 3(a)(i)) 

• Unpaid expense reimbursements and accrued benefits under the Plans through the 

Termination Date, including unused vacation days in accordance with Company 

policy (id.) 

16 

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• Existing Base Salary for a period of three (3) years following termination of 

employment, to be paid annually in advance with payment of the first installment 

made within 10 days following termination of employment and future payments on 

each anniversary of the termination (id.) 

• Bonus in an amount equal to three (3) times plaintiff's prior year's bonus (which was 

$862,394 for a termination in this fiscal year), provided, however, that such bonus 

shall be paid annually in advance (therefore the first amount is due June 16, 2011), 

for each of the three (3) years following the termination of employment (id.) 

• Continuation of Company paid medical, dental and disability benefits provided under 

the Plans for a period of five (5) years in the form of Company paid premiums 

allocable to such coverage on a monthly basis, with additional monthly cash 

payments to plaintiff to the extent the coverage is taxable to plaintiff in an amount 

sufficient to cover any taxes on the premiums and such additional cash payments, 

provided, however, that in the event that under the terms of the Plans plaintiff cannot 

continue to participate during such five-year term, the Company will coordinate in 

good faith with plaintiff to provide through COBRA or replacement coverage at the 

Company's cost (id.) 

• Full reimbursement on a current and timely basis for the reasonable legal fees and 

other expenses incurred by plaintiff in connection with any litigation or dispute 

related to the Employment Agreement, including, without limitation, bill dated last 

week for services rendered in May of 2011 (id. § 5(h)). 

65. Defendants responded to that June 6 letter by letter from Eric Schondorf on 

letterhead of both Presidio and AS, dated June 8, 2011. 

66. Far from addressing plaintiff’s entitlement to any of the specific items of 

compensation or benefits under the Employment Agreement detailed in plaintiff’s June 6 letter – 

much less the critical dollar amounts, durations, and other terms specified in plaintiff’s June 6 

letter – defendants’ June 8 letter conspicuously avoided these issues, stating in pertinent part 

only that “Presidio, Inc. intends to honor its contractual obligations to Mr. Schleicher in 

accordance with the terms of his employment agreement.” 

67. Based on (1) that response, (2) the disagreements in pre-termination discussions 

between plaintiff and defendants concerning what “contractual obligations” defendants have to 

plaintiff under the Employment Agreement upon plaintiff’s termination without Cause, and (3) 

17 

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defendants’ lack of candor and systematic, ongoing flouting of plaintiff’s rights under the 

Employment Agreement to date, plaintiff believes that defendants do not intend to fully perform 

or honor their obligations to provide plaintiff the compensation and benefits to which he is 

entitled under the Employment Agreement. 

H. Plaintiff Has No Adequate Remedy at Law 

68. Plaintiff has performed all of his obligations under the Employment Agreement, 

and all conditions to his rights thereunder have occurred or been satisfied. 

69. Plaintiff has, however, no adequate remedy at law for defendants’ ongoing 

breaches of the Employment Agreement and improper interference with plaintiff’s exercise of 

his authority as CEO of Presidio and fulfillment of his overall management responsibility for 

Presidio’s operations. 

70. As plaintiff and defendants expressly recognized and agreed in confirming and 

ratifying the Employment Agreement on February 21, 2011: 

irreparable harm would occur in the event that any of the agreements and provisions this 

Agreement were not performed fully by the parties hereto in accordance with their 

specific terms or conditions or were otherwise breached, and . . . money damages are an 

inadequate remedy for breach of this Agreement because of the difficulty of ascertaining 

and quantifying the amount of damage that will be suffered by the parties hereto in the 

event that this Agreement is not performed in accordance with its terms or conditions or is 

otherwise breached. 

Employment Agreement § 5(f). 

71. Accordingly, plaintiff and defendants further agreed that “the parties hereto shall be 

entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement 

by the other party hereto and to enforce specifically such terms and provisions of this 

Agreement, such remedy being in addition to and not in lieu of, any other rights and remedies to 

which the other party is entitled to at law or in equity.” Id. 

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FIRST CAUSE OF ACTION

(Against Both Defendants for Rescissory Damages Based 

Upon Fraud in the Inducement of the Rollover Agreement) 

72. Plaintiff incorporates the previous allegations as if set forth at length herein. 

73. To induce plaintiff to execute the Rollover Agreement, defendants entered into 

the 2/21/2011 Letter Agreement, thereby ratifying and confirming the Employment Agreement 

(as amended by the 2/21/2011 Letter Agreement). 

74. Defendants thereby promised and represented to plaintiff that they intended to 

honor that agreement, and, in particular, its provisions requiring defendants to honor plaintiff’s 

role as CEO of Presidio and plaintiff’s overall management responsibility for Presidio. 

75. At the time these representations were made to plaintiff, defendants knew they 

were false: in truth, as demonstrated by their post-Closing statements and conduct, defendants 

never intended to honor the Employment Agreement’s provisions regarding plaintiff’s role as 

Chairman and CEO of Presidio and plaintiff’s overall management responsibility for Presidio. 

76. Defendants made these misrepresentations intentionally, to obtain an undue 

advantage over plaintiff and induce him, among other things, to execute the Rollover Agreement. 

77. In making these intentional misrepresentations, defendants acted with actual 

malice and in wanton and willful disregard of plaintiff’s rights and interests. 

78. Plaintiff was unaware of the falsity of these representations when defendants 

made them, and remained unaware of their falsity until after the Closing. 

79. Plaintiff justifiably relied upon defendants’ misrepresentations of material fact by, 

among other things, executing the Rollover Agreement and, pursuant to its terms, rolling over 

$10.5 million worth of his management equity in IS into similar equity in Presidio Holdings. 

19 

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80. Had plaintiff known the truth – that defendants never intended to honor the 

Employment Agreement’s provisions regarding plaintiff’s role as CEO of Presidio and plaintiff’s 

overall management responsibility for Presidio – he would not have executed the Rollover 

Agreement, or rolled over $10.5 million worth of his management equity in IS into similar equity 

in Presidio Holdings. 

81. Further, had plaintiff not executed the Rollover Agreement, plaintiff would have 

received from Merger Sub upon the merger an additional $10.5 million in exchange for his 

management equity in IS that is the subject of the Rollover Agreement – proceeds that instead 

remained in Merger Sub and ultimately went to Presidio as the surviving entity of its merger with 

Merger Sub. 

82. As a result, plaintiff is entitled to rescission of the Rollover Agreement based on 

fraud in the inducement. 

83. Rescission is not practicable, however, because restoring each party to its original 

position would require not only plaintiff’s return to Presidio Holdings of the equity interest in 

Presidio Holdings plaintiff received pursuant to the Rollover Agreement, but also Presidio 

Holdings’ return to plaintiff of the $10.5 million which he invested pursuant to the Rollover 

Agreement, but which cannot be returned to plaintiff because it consisted of plaintiff’s 

management equity in IS, and both IS and plaintiff’s equity interest in it ceased to exist as a 

result of Merger. 

84. As plaintiff is entitled to rescission, but rescission is not practicable, plaintiff is 

entitled to at least $10.5 million in rescissory damages, that is, damages that would put plaintiff 

in the same economic position as would rescission were it practicable. 

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SECOND CAUSE OF ACTION

(Against Both Defendants for Rescissory Damages Based Upon 

Equitable Fraud in the Inducement of the Rollover Agreement) 

85. Plaintiff incorporates the previous allegations as if set forth at length herein. 

86. The foregoing allegations demonstrate that, regardless of whether defendants 

acted with scienter or caused plaintiff any injury or damage, defendants are liable to plaintiff for 

equitable fraud in the inducement of the Rollover Agreement. 

87. As a result, plaintiff is entitled to rescission of the Rollover Agreement without 

having to prove scienter, injury, causation, or damages. 

88. Rescission is not practicable, however, because restoring each party to its original 

position would require not only plaintiff’s return to Presidio Holdings of the equity interest in 

Presidio Holdings plaintiff received pursuant to the Rollover Agreement, but also Presidio 

Holdings’ return to plaintiff of the $10.5 million which he invested pursuant to the Rollover 

Agreement, but which cannot be returned to plaintiff because it consisted of plaintiff’s 

management equity in IS, and both IS and plaintiff’s equity interest in it ceased to exist as a 

result of Merger. 

89. As plaintiff is entitled to rescission, but rescission is not practicable, plaintiff is 

entitled to at least $10.5 million in rescissory damages, that is, damages that would put plaintiff 

in the same economic position as would rescission were it practicable. 

THIRD CAUSE OF ACTION

(Against Both Defendants for Rescission of the 2011 NonCompete Agreement Based On Fraud in the Inducement) 

90. Plaintiff incorporates the previous allegations as if set forth at length herein. 

21 

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91. Defendants entered into the 2/21/2011 Letter Agreement, thereby ratifying and 

confirming the Employment Agreement (as amended by the 2/21/2011 Letter Agreement), for 

the further purpose of inducing plaintiff to execute the 2011 Non-Compete. 

92. Defendants thereby promised and represented to plaintiff that they intended to 

honor that agreement, and, in particular, its provisions requiring defendants to honor plaintiff’s 

role as CEO of Presidio and plaintiff’s overall management responsibility for Presidio. 

93. At the time these representations were made to plaintiff, defendants knew they 

were false: in truth, as demonstrated by their post-Closing statements and conduct, defendants 

never intended to honor the Employment Agreement’s provisions regarding plaintiff’s role as 

Chairman and CEO of Presidio and plaintiff’s overall management responsibility for Presidio. 

94. Defendants intentionally made these misrepresentations to obtain an undue 

advantage over plaintiff and induce him, among other things, to execute the 2011 Non-Compete. 

95. Plaintiff was unaware of the falsity of these representations when defendants 

made them, and remained unaware of their falsity until after the Closing. 

96. Plaintiff justifiably relied upon defendants’ misrepresentations of material fact by, 

among other things, executing the 2011 Non-Compete and, pursuant to its terms, rolling over 

$10.5 million worth of his management equity in IS into similar equity in Presidio Holdings. 

97. Had plaintiff known the truth – that defendants never intended to honor the 

Employment Agreement’s provisions regarding plaintiff’s role as CEO of Presidio and plaintiff’s 

overall management responsibility for Presidio – he would not have executed the 2011 NonCompete. 

98. As a result, plaintiff is entitled to rescission of the 2011 Non-Compete based on 

fraud in the inducement. 

22 

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FOURTH CAUSE OF ACTION

(Against Both Defendants for Rescission of the 2011 Non-Compete 

Agreement Based Upon Equitable Fraud in the Inducement) 

99. Plaintiff incorporates the previous allegations as if set forth at length herein. 

100. The foregoing allegations demonstrate that, regardless of whether defendants 

acted with scienter or caused plaintiff any injury or damage, defendants are liable to plaintiff for 

equitable fraud in the inducement of the 2011 Non-Compete. 

101. As a result, plaintiff is entitled to rescission of the 2011 Non-Compete without 

having to prove scienter, injury, causation, or damages. 

FIFTH CAUSE OF ACTION

(Against Both Defendants for Unjust Enrichment) 

102. Plaintiff incorporates the previous allegations as if set forth at length herein. 

103. As detailed above, in reliance on defendants’ material misrepresentations to 

plaintiff that they intended to honor the Employment Agreement’s provisions regarding 

plaintiff’s role as Chairman and CEO of Presidio and plaintiff’s overall management 

responsibility for Presidio, plaintiff executed the Rollover Agreement and, pursuant to its terms, 

rolled over $10.5 million worth of his management equity in IS into similar equity in Presidio 

Holdings, thereby 

104. Had plaintiff not executed the Rollover Agreement, plaintiff would have received 

from Merger Sub upon the merger an additional $10.5 million in exchange for his management 

equity in IS that is the subject of the Rollover Agreement – proceeds that instead remained in 

Merger Sub and ultimately went to Presidio as the surviving entity of its merger with Merger Sub. 

105. Defendants have unjustly retained that wrongfully obtained $10.5 million profit at 

the expense of plaintiff. 

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106. Defendants have been unjustly enriched at the expense of plaintiff by their receipt 

and retention of the $10.5 million investment that their material misrepresentations induced 

plaintiff to roll over into equity in Presidio Holdings. 

SIXTH CAUSE OF ACTION

(Against Both Defendants for Declaratory 

Judgment Pursuant to 28 U.S.C. § 2201) 

107. Plaintiff incorporates the previous allegations as if set forth at length herein. 

108. There is an actual controversy between plaintiff and defendants as to the 

compensation and benefits to which plaintiff is entitled pursuant to Sections 2(b), 3(a)(i) and 5(h) 

of the Employment Agreement upon his termination without Cause, including, without 

limitation, whether plaintiff is entitled to the particular items of compensation and benefits listed 

in paragraph 64 above. 

109. A declaration by this Court of the parties’ rights and obligations will serve to 

settle this controversy between them. 

SEVENTH CAUSE OF ACTION

(Against Both Defendants for Specific Enforcement of 

Sections 2(b), 3(a)(i) and 5(h) of the Employment Agreement) 

110. Plaintiff incorporates the previous allegations as if set forth at length herein. 

111. Under the circumstances alleged, plaintiff is entitled to an order specifically 

enforcing Sections 2(b), 3(a)(i) and 5(h) of the Employment Agreement, including, without 

limitation, by directing defendants to (a) fully comply with the terms of those sections and (b) in 

accordance with their terms, to provide plaintiff to each and all of the particular items of 

compensation and benefits listed in paragraph 64 above. 

 

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25 

 WHEREFORE, plaintiff demands judgment for the following: 

 A. An award of $10.5 million in rescissory damages; 

 B. Rescission of the 2011 Non-Compete; 

C. Restitution of the $10.5 million by which defendants have been unjustly enriched; 

D. Declaratory relief as to the compensation and benefits to which plaintiff is entitled 

under Sections 2(b), 3(a)(i) and 5(h) of the Employment Agreement; 

E. Specific enforcement of Sections 2(b), 3(a)(i) and 5(h) of the Employment 

Agreement, including, without limitation, an order directing defendants to (a) fully comply with 

the terms of those sections and (b) in accordance with their terms, to provide plaintiff to each and 

all of the particular items of compensation and benefits listed in paragraph 64 above. 

F. Punitive damages; 

 G. An award to plaintiff of interest and his costs of this action, including, without 

limitation, his reasonable legal fees and other expenses in connection with this action pursuant to 

Section 5(h) of the Employment Agreement; and 

H. Such other and further relief as the Court may deem just and proper. 

Dated: Roseland, New Jersey 

 June 9, 2011 

 STERN & KILCULLEN, LLC 

 s/Joel M. Silverstein

 Herbert J. Stern (HS 3169) 

Joel M. Silverstein (JS 5704) 

 75 Livingston Avenue 

 Roseland, New Jersey 07068 

 (973) 535-1900 

Attorneys for Plaintiff, Joel A. Schleicher

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X:\NRPORTBL\US_ACTIVE\RUTOVASA\43722350_5.DOC

WRITTEN CONSENT

OF

THE SOLE STOCKHOLDER

OF

PRESIDIO, INC.

The undersigned, being the sole stockholder (the “Stockholder”) of Presidio, Inc., 

a Georgia corporation (the “Corporation”), does hereby consent, pursuant to the provisions of

Section 14-2-704 of the Georgia Business Corporation Code (the “GBCC”), to the adoption of

the following resolutions in lieu of a meeting and authorizes the taking of all actions 

contemplated hereby:

1. Amendment of Bylaws – Vacancies in the Board

WHEREAS, Section 11.1 of the Amended and Restated Bylaws of the 

Corporation (the “Bylaws”) provides that the shareholders of the Corporation have the power to 

alter, amend or repeal any bylaws, and adopt new bylaws, and provides further that any Bylaws 

adopted by the shareholders shall not be altered, amended or repealed by the board of directors 

of the Corporation (the “Board”);

WHEREAS, Section 3.4 of the Bylaws provides that a vacancy occurring in the 

Board, except by reason of removal of a director, may be filled for the unexpired term, and until 

the shareholders shall have elected a successor, by affirmative vote of a majority of the directors 

remaining in office though less than a quorum of the Board; and

WHEREAS, the Stockholder has deemed it advisable and in the best interests of 

the Corporation to amend the Bylaws to permit the shareholders of the Corporation to fill any 

vacancies occurring in the Board;

NOW, THEREFORE, BE IT RESOLVED, that Section 3.4 of the Bylaws be and 

hereby is amended and restated in its entirety to read as follows:

“3.4 Vacancies. A vacancy occurring in the Board of Directors may be filled 

for the unexpired term by the affirmative vote of a majority of the shares entitled to vote at an 

election of directors.”

2. Amendment of Bylaws – Notice

WHEREAS, Section 4.4 of the Bylaws provides that notice of each special 

meeting shall be given by mailing a notice of the meeting at least five days before the date of the 

meeting, or by telephone, telegram, cablegram or personal delivery at least three days before the 

date of the meeting; and

WHEREAS, the Stockholder has deemed it advisable and in the best interests of 

the Corporation to amend the Bylaws to permit notice of each special meeting to be given by 

electronic mail at least three days before the date of the meeting;

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NOW, THEREFORE, BE IT RESOLVED, that Section 4.4 of the Bylaws be and 

hereby is amended and restated in its entirety to read as follows:

“4.4 Notice of Meetings. No notice shall be required for any regularly 

scheduled meeting of the directors of the corporation. Unless waived as contemplated in Section 

5.2, the President or Secretary of the corporation or any director thereof shall give notice to each 

director of each special meeting stating the time, place and purposes of the meeting. Such notice 

shall be given by mailing a notice of the meeting at least five days before the date of the meeting,

or by telephone, telegram, cablegram, electronic mail or personal delivery at least three days 

before the date of the meeting. Notice shall be deemed to have been given by telegram or 

cablegram at the time notice is filed with the transmitting agency. Notice shall be deemed to 

have been given by electronic mail at the time notice is sent. Attendance by a director at a

meeting shall constitute waiver of notice of such meeting, except where a director attends a 

meeting for the express purpose of objecting to the transaction of business because the meeting is 

not lawfully called.”

3. Increase in the Size of the Board and Appointment and Ratification of Directors

WHEREAS, Section 3.2 of the Bylaws provides that the precise number of the 

directors on the Board shall be fixed by resolution of the shareholders from time to time;

WHEREAS, Joel A. Schleicher and Paul Fletcher were previously elected to the 

Board;

WHEREAS, the Stockholder has deemed it advisable and in the best interests of 

the Corporation to increase the number of directors serving on the Board and to fill the vacancies 

on the Board created by such increase; 

WHEREAS, the Stockholder has deemed it advisable and in the best interests of 

the Corporation to nominate and elect the following persons as directors of the Corporation to 

hold office until their respective successors are duly elected and qualified or until their earlier 

death, resignation, removal or disqualification:

Kevin Penn

Paul Rossetti

Aaron Tolson

NOW, THEREFORE, BE IT RESOLVED, that the number of directors 

constituting the Board shall be fixed at five (5); and further

RESOLVED, that, in addition to Joel A. Schleicher and Paul Fletcher who were

previously elected to the Board, Kevin Penn, Paul Rossetti and Aaron Tolson are hereby elected 

as directors of the Corporation, to hold office until their respective successors are duly elected 

and qualified or until their earlier death, resignation, removal or disqualification; and further

4. General Authorization

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RESOLVED, that the President, any Vice President, the Treasurer or Secretary 

(each, a “Proper Officer,” and collectively the “Proper Officers”) of the Corporation, any one of

whom may act without joinder of any of the others, be, and each of them hereby is, authorized, 

empowered and directed, in the name and on behalf of the Corporation, to take such additional

action and to execute and deliver such additional agreements, documents and instruments as any 

of them may deem necessary or appropriate to implement the provisions of the foregoing 

resolutions, the authority for the taking of such action and the execution and delivery of such 

agreements, documents and instruments to be conclusively evidenced thereby; and further

5. Ratification of Past Actions

RESOLVED, that all actions of any Proper Officer, taken on behalf of the 

Corporation, prior to the date hereof that would have been authorized by these resolutions but for 

the fact that such actions were taken prior to the date hereof, be, and hereby are, approved, 

adopted, ratified, and confirmed in all respects as the actions of the Corporation.

[The remainder of the page is intentionally left blank.]

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[SIGNATURE PAGE TO WRITTEN CONSENT OF SOLE STOCKHOLDER OF PRESIDIO, INC. (APPOINTMENT OF DIRECTORS)]

IN WITNESS WHEREOF, the undersigned, being the sole stockholder of 

the Corporation, has executed this written consent and made it to be effective as of this 

28th day of May, 2011.

PRESIDIO IS CORP.

By: /s/ Eric Schondorf

Name: Eric Schondorf

Title: Vice President & Secretary

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EXHIBIT D 

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Presidio. Inc.

7601 Ora Glen Drive

Greenbelt, MD 20770

June 6, 2011

Via electronic mail and Federal Express

Joel A. Schleicher

505 S. Orange Avenue, Unit 901

Sarasota, Florida 34236

Joel@Presidio.com

Joel:

Reference is made to the Third Amended and Restated Employment Agreement by and between

you, and Integrated Solutions LLC, a Delaware corporation (now known as Presidio, Inc.) and its

subsidiaries and affiliates (collectively, the "Company"), dated as of September 1,2010 (as

amended by that certain letter agreement by and between you and the Company, dated as of

February 21, 2011, the "Employment Agreement"). This letter is to provide you with notice in

conformity with Section 5(c) ofthe Employment Agreement, ofthe termination of your

employment pursuant to Section 3(a)(i) ofthe Employment Agreement. In accordance with

Section 3 ofthe Employment Agreement, the Termination Date will be June 16,2011 (ten (10)

days following the date notice is given).

Until such time, you will be deemed to be on leave and should not perform any duties or report to

the office. During this period prior to the Termination Date, you are not authorized to take any

actions on behalf ofthe Company or any of its affiliates. A representative ofthe Company will

contact you concerning the return of all card keys, company credit cards and other company

property. You shall continue to be bound by the non-compete, non-solicit, confidentiality

obligations, non-disparagement and other similar obligations to which you are currently bound,

including, without limitation, those contained in the Release, the Noncompetition and

Nonsolicitation Agreement between the Company and the Executive, dated as ofNovember 2,

2004, and the Non-Competition, Non-Solicitation and No-Hire Agreement, by and among

Presidio Holdings Inc., Presidio Inc., and the Executive, dated as of February 22, 2011, which are

each incorporated herein by reference and remain in full force and effect in accordance with their

terms.

By:

Secretary

C;\DOCUMENTS AND SETTINGS\KLEIN\MY DOCUMENTS\TERMINATION LETTER - JOEL SCHLEICHER - WITHOUT CAU5E.DOC

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