Amended and Restated Executive Employment Agreement dated October 4, 2021, among Research Solutions, Inc., Reprints Desk, Inc. and Roy W. Olivier
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Roy W. Olivier, an individual (“you” or “your”), and Research Solutions, Inc., a Nevada corporation (the “Company”), and amends and restates that certain Executive Employment Agreement among the Company, Reprints Desk, Inc. and you, originally dated as of March 29, 2021. This Agreement was executed by the parties on October 4, 2021 (the “Execution Date”) to be effective as of October 4, 2021 (the “Effective Date”).
In consideration of the mutual covenants and promises made in this Agreement, you and the Company agree as follows:
Notwithstanding the foregoing, however, and solely in the event that no stock of the Corporation was readily tradeable on an established securities market, or otherwise, immediately before a Change of Control, at your election and provided you cooperate and timely execute any requisite documentation including required waivers of compensation, the Company agrees (if permitted under applicable law) to submit the Total Payments to a vote of its stockholders in accordance
with Section 280G of the Code and the Treasury regulations and related guidance promulgated thereunder such that, if approved, none of the Total Payments shall be deemed to be parachute payments as defined under the Code.
If you submit your payments and benefits to a 280G stockholder vote and the requisite approval is not obtained or there is otherwise a reduction of Total Payments in accordance with this Section 5, then the reduction of Total Payments will occur in the manner you elect in writing prior to the date of payment; provided, however, that if the manner elected by you pursuant to this sentence could in the opinion of the Company result in any of the Total Payments becoming subject to Section 409A of the Code, then the following sentence will instead apply. If any of the Total Payments is subject to Section 409A of the Code, if you fail to elect an order under the preceding sentence or if no such election is permitted, then the reduction will occur in the following order: (i) cancellation of acceleration of vesting of any equity compensation awards for which the exercise price (if any) exceeds the then-fair market value of the underlying equity compensation award; (ii) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be made (that is, later payments will be reduced before earlier payments)); and (iii) cancellation of acceleration of vesting of equity compensation awards not covered under (i) above; provided, however, that in the event that acceleration of vesting of equity compensation awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of such equity compensation awards (that is, later equity compensation awards will be canceled before earlier equity compensation awards). “Equity compensation awards” means (i) all shares of stock; (ii) all options and other rights to purchase shares of stock; (iii) all stock units, performance units or phantom shares whose value is measured by the value of shares of stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of shares of stock.
Prior to your termination for Cause, you will be provided with written notice from the Company describing the conduct forming the basis for the alleged Cause. To the extent curable (as determined by the Board in its discretion), you will have an opportunity of twenty (20) days to cure such conduct and consequences before the Company may terminate you for Cause. Any termination for “Cause” will not limit any other right or remedy the Company may have under this Agreement or otherwise.
In the event your employment is terminated by the Company for Cause you will be entitled only to your Accrued Pay, and you will be entitled to no other compensation from the Company.
For the avoidance of doubt, terminations of employment due to death or Disability, which are addressed in Section 7(d) below, are not terminations for Cause.
For the avoidance of doubt, this Section 7(b) does not apply to terminations of employment due to death or Disability which are addressed in Section 7(d) below.
Please acknowledge your acceptance and understanding of this Agreement by signing and returning it to the undersigned. A copy of this signed Agreement will be sent to you for your records.
RESEARCH SOLUTIONS, INC.
ROY W. OLIVIER
NAME: Eugene Robin
TITLE: Comp. Committee Chairman