Assignment and Amendment of Employment Agreement between GlobalOptions, Inc., GlobalOptions Group, Inc., and Dr. Harvey W. Schiller

Summary

This agreement assigns the employment contract of Dr. Harvey W. Schiller from GlobalOptions, Inc. to GlobalOptions Group, Inc. following a corporate merger. It updates Dr. Schiller’s job responsibilities, increases his salary to $300,000 retroactive to January 1, 2005, and immediately vests his stock options upon the merger. Dr. Schiller waives his 2005 bonus, and future bonus terms will be negotiated. The agreement also revises noncompetition and nonsolicitation clauses, and lists approved external activities. All parties consent to these changes and the assignment.

EX-10.3 7 ex103to8k2_06242005.htm sec document

EXHIBIT 10.3 GLOBALOPTIONS, INC. 75 Rockerfeller Plaza, 27th Floor New York, NY 10019 ###-###-#### - -------------------------------------------------------------------------------- June 27, 2005 GlobalOptions Group, Inc. 75 Rockefeller Plaza, 27th Fl. New York, NY 10019 Re: ASSIGNMENT OF EMPLOYMENT AGREEMENT BETWEEN GLOBALOPTIONS, INC. AND DR. HARVEY W. SCHILLER TO GLOBALOPTIONS GROUP, INC. -------------------------------------------------------- Ladies and Gentlemen: GlobalOptions, Inc. ("GLOBALOPTIONS") has merged into a wholly-owned subsidiary of Creative Solutions with Art, Inc., a publicly-traded non-operating company ("PUBCO"), resulting in GlobalOptions becoming a wholly-owned subsidiary of Pubco (the "MERGER"). Immediately upon the consummation of the Merger, Pubco changed its name to GlobalOptions Group, Inc. Reference is made to that certain employment agreement between GlobalOptions and Dr. Harvey W. Schiller, dated January 29, 2004 (the "AGREEMENT"). Conditional upon the successful consummation of the Merger, GlobalOptions agrees to assign to Pubco all of its rights and responsibilities under the Agreement and Pubco agrees to assume all of GlobalOptions's rights and responsibilities under the Agreement (the "ASSIGNMENT"). In addition, the parties desire to make the following modifications to the terms and conditions of the Agreement: 1. The third sentence of Item 1 of the Agreement is hereby amended and restated as follows: "Your responsibilities shall be (i) to develop new sources of capital for the Company and (ii) to execute the Company's business strategy." 2. The third sentence of Item 1 of the Agreement is hereby amended and restated as follows: "You shall devote a substantial amount of your working time and efforts to the business of the Company, and the Company accepts and supports your continued participation in the non-Company activities set forth on Exhibit A attached hereto, as well as future non-competitive activities." 3. Exhibit A to the Agreement is hereby amended and restated as set forth in Exhibit A attached hereto. 4. Dr. Harvey W. Schiller's salary shall be increased to the annual rate of $300,000 retroactive to January 1, 2005. 5. All 2,010,500 of Dr. Harvey W. Schiller's stock options in GlobalOptions outstanding as of the date hereof shall vest immediately upon the consummation of the Merger, notwithstanding the definition of "change in control" in Item 10(A) of the Agreement. 6. Dr. Harvey W. Schiller agrees to forego receiving any annual bonus that he is entitled to in 2005 under the Agreement. 7. Pubco and Dr. Harvey W. Schiller agree to negotiate in good faith bonus compensation arrangements for terms after December 31, 2005. 7. Item 14 of the Agreement is hereby amended and restated as follows: "14. NONCOMPETITION. You agree that, in consideration of your employment with the Company, you will not, other than in the course of performing your duties hereunder or as agreed by the Company in writing, during the period of your employment with the Company and for a one (1) year period thereafter, engage, directly or indirectly, whether as principal, agent, distributor, representative, consultant, employee, partner, stockholder, limited partner or other investor (other than an investment of not more than (i) five percent (5%) of the stock or equity of any coporation the capital stock of which is publicly traded or (ii) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, with any company or entity that renders any of the services provided by the company at the time your employment is terminated." 8. Item 15 of the Agreement is hereby amended and restated as follows: "15. NONSOLICIATION. You agree that for a period of one (1) year following the termination of your employment with the Company, you will not, without the prior written consent by the Company, solicit or entice away, from the Company (i) any customer of the Company which provides services competitive with those of the Company or (ii) any employee of the company or (iii) any corporate, individual or firm in which the Company is, or has been during the last twelve (12) months of your employment with the Company, in active negotiations in becoming a customer which provides services competitive with those of the Company, either for your own account of for any individual, firm or corporation with which you are associated." 2 Accordingly, by signing below, Pubco agrees to accept the Assignment effective as of the date hereof and Dr. Harvey W. Schiller acknowledges and consents to the Assignment. Very truly yours, GlobalOptions, Inc. By: _________________________ Name: Thomas Ondeck Title: President AGREED TO AND ACKNOWLEDGED: GlobalOptions Group, Inc. By:___________________________ Name: Title: --------------------------- Dr. Harvey W. Schiller 3 Exhibit A --------- External Activities of Dr. Harvey W. Schiller Activity -------- 1. NYC 2012 2. QuanStar Partners 3. STARTS Opportunity 4. Sports/ Entertainment 5. Falconhead Advisory 4