Committee and specified in the applicable award agreement or otherwise, any outstanding awards then held by participants that are unexercisable or otherwise unvested or subject to lapse and/or performance restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse and/or performance restrictions, as the case may be, immediately prior to such Change in Control and (ii) the Compensation Committee may, but will not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award, (B) cancel such awards for fair market value (as determined in the sole discretion of the Compensation Committee) which, in the case of options and stock appreciation rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of shares subject to such options or stock appreciation rights (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options or stock appreciation rights) over the aggregate exercise price of such options or stock appreciation rights, (C) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted as determined by the Compensation Committee in its sole discretion or (D) provide that for a period of at least ten business days prior to the Change in Control, such options or stock appreciation rights will be exercisable as to all shares subject thereto and that, upon the occurrence of the Change in Control, such options or stock appreciation rights will terminate and be of no further force and effect.
Employment Agreements and Employment Letters
As discussed above, on December 16, 2011, Mr. Connors entered into the Connors Employment Agreement, which was amended subsequently on December 10, 2013 to extend the term until December 31, 2017, further amended on December 13, 2016 to extend the term until December 31, 2021 and further amended on December 30, 2020 to extend the term until December 31, 2025. The Connors Employment Agreement originally provided for a base salary of $700,000 per year (which the Compensation Committee raised to $900,000 effective April 1, 2022) and a target bonus opportunity of 150% of base salary and provides that Mr. Connors is eligible to receive equity grants from the Company. In connection with a grant of restricted stock units in January 2011, Mr. Connors executed the Company’s form of restrictive covenant agreement (the “Restrictive Covenant Agreement”) requiring him not to disclose confidential information of the Company at any time, and for the period during which he is employed by the Company and 24 months thereafter, not to compete with us, not to interfere with our business, and not to solicit nor hire our employees or customers. The Compensation Committee believes that entering into the Connors Employment Agreement and the related commitments was advisable and appropriate in order for ISG to induce Mr. Connors to remain Chief Executive Officer and to encourage his long-term service to the Company.
Pursuant to an employment letter dated June 21, 2023 (the “Sherrick Employment Letter”), Mr. Sherrick is entitled to receive an annual base salary of $500,000 (scheduled to increase to $550,000 effective July 1, 2024), a target bonus opportunity of $300,000 beginning in 2024 and is eligible to receive equity grants from the Company. To assist his transition to ISG, the Company and Mr. Sherrick agreed that Mr. Sherrick would receive a grant of RSUs on September 1, 2023 with a dollar value of $100,000 which will vest on the first anniversary of the grant date (time-based), and which required Mr. Sherrick to execute our standard Restrictive Covenant Agreement containing obligations relating to confidentiality, non-competition, non-solicitation and other business protection covenants. In addition, Mr. Sherrick would receive a second grant of RSUs on August 1, 2024 with a dollar value of $100,000, which will also vest on the first anniversary of the grant date (time-based). In addition, on September 1, 2023, Mr. Sherrick was granted 100,000 RSUs that will vest 100% on the third-year anniversary of the grant date. The Sherrick Employment Letter also entitled Mr. Sherrick to elect to purchase up to $100,000 of our common stock in the open market, which then was matched 1:1 with a grant of RSUs on August 1, 2023. The Compensation Committee believes that entering into the Sherrick Employment Letter, the base salary and the related commitments was advisable and appropriate in order for ISG to induce Mr. Sherrick to become an executive officer and to encourage his long-term service to the Company.
Pursuant to an employment letter dated June 2, 2014 (the “Lavieri Employment Letter”), Mr. Lavieri was appointed to Partner & President, ISG Americas. Mr. Lavieri commenced his employment with the Company on July 21, 2014 with a base salary of $500,000 (which the Compensation Committee raised to $680,000 effective April 1, 2022), a target bonus opportunity of $375,000 (subsequently raised to $500,000) and is eligible to receive equity grants from the Company. In connection with a grant of RSUs in August 2014, Mr. Lavieri entered into the Restrictive Covenant Agreement with the Company containing obligations relating to confidentiality, non-competition and non-solicitation, among other business protection covenants. Mr. Lavieri was subsequently appointed to Vice Chairman on July 26, 2018.
