UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) September 29, 2009 (September 24, 2009)

 

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33287

 

20-5261587

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation)

 

 

 

Identification No.)

 

Two Stamford Plaza

281 Tresser Boulevard

Stamford, CT 06901

(Address of principal executive offices)

 

(203) 517-3100

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

(b)           On September 25, 2009, Information Services Group, Inc. (“ISG” or the “Company”) announced that Executive Vice President and Chief Financial Officer Frank Martell would be resigning effective October 5, 2009.

 

(c)           On September 25, 2009, the Company announced that David E. Berger, 52, has joined the Company and has been elected Executive Vice President and Chief Financial Officer of the Company effective October 5, 2009.  Mr. Berger was most recently Senior Vice President, Corporate Controller and Investor Relations with The Nielsen Company (“Nielsen”), a $5 billion global information and media company, where he spent more than eight years.  Prior to Nielsen, Mr. Berger was with Simon & Schuster (“S&S”) and Viacom for nine years, where he held a variety of financial positions including Senior Vice President of Finance and Controller of S&S. He was the lead on development and strategic initiatives; financial and operational matters; and managed a staff of over 200 financial professionals.  Mr. Berger is a graduate of the Wharton School of the University of Pennsylvania and earned his Masters of Business Administration from the University of Chicago.  A press release announcing the election of Mr. Berger was issued on September 25, 2009, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

On September 24, 2009, Mr. Berger entered into an employment letter with the Company (the “Employment Letter”).  A copy of the Employment Letter is attached as Exhibit 10.1 and is incorporated herein by reference.  Pursuant to the Employment Letter, Mr. Berger will receive a base salary of $550,000 and a target Annual Incentive Plan (“AIP”) bonus opportunity of $350,000 for 2010.  For 2010, the AIP will be guaranteed at $350,000 so long as Mr. Berger remains employed through December 31, 2010.  In addition, pursuant to the 2007 Information Services Group, Inc. Equity Incentive Plan, Mr. Berger has been granted 125,000 ISG Restricted Stock Units that will vest ratably over four years pursuant to the Company’s standard award agreement (time-based), which required Mr. Berger to execute the Company’s standard restrictive covenant agreement.  Forms of the restricted stock unit award agreement (time-based) and restrictive covenant award agreement are attached as Exhibits 10.2 and 10.3 respectively, and are incorporated herein by reference.  Also, pursuant to the Employment Letter, Mr. Berger is required to purchase 125,000 shares of ISG common stock during the trading period permitted by ISG’s Insider Trading Policy following the release of ISG’s third quarter earnings.  Finally, Mr. Berger entered into a severance agreement with the Company, which provides for a severance payment equal to the sum of Mr. Berger’s base salary and target AIP, in the event Mr. Berger’s employment is terminated by the Company without “cause” or by Mr. Berger as a result of “good reason.”  A copy of the severance agreement is attached as Exhibit 10.4 and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d)            Exhibit.

 

10.1         Employment Letter for David Berger, dated as of September 24, 2009

 

10.2         Form of Restricted Stock Unit Award Agreement (Time-Based)

 

10.3         Form of Restrictive Covenant Agreement

 

10.4         Severance Agreement for David Berger, effective as of October 5, 2009

 

99.1         Press Release dated September 25, 2009

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 Dated: September 29, 2009

INFORMATION SERVICES GROUP, INC.

 

 

 

By:

/s/ Michael P. Connors

 

 

Michael P. Connors

 

 

Chairman and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

10.1

 

Employment Letter for David Berger, dated as of September 24, 2009

 

 

 

10.2

 

Form of Restricted Stock Unit Award Agreement (Time-Based)

 

 

 

10.3

 

Form of Restrictive Covenant Agreement

 

 

 

10.4

 

Severance Agreement for David Berger, effective as of October 5, 2009

 

 

 

99.1

 

Press Release dated September 25, 2009

 

4


Exhibit 10.1

 

 

Michael P. Connors

Chairman and

Chief Executive Officer

 

September 24, 2009

 

Mr. David Berger

Larchmont, New York

 

Dear David:

 

I am pleased to confirm our offer to join Information Services Group, Inc. as our Executive Vice President and Chief Financial Officer reporting to me.  You will become a member of our Executive Board comprised of the top leaders of the ISG+TPI operating organization.  As agreed, your start date will be no later than October 7, 2009.

 

Your base salary will be $550,000 annually and a target Annual Incentive Plan (AIP) bonus opportunity of $350,000 for 2010. For 2010 your AIP will be guaranteed at $350,000 so long as you remain employed through December 31, 2010 and paid when all 2010 incentives are paid in the organization (normally March 2011).  We will review both your base salary and your AIP bonus opportunity again in December 2010.

 

We will grant you 125,000 ISG Restricted Stock Units that will vest ratably over four years pursuant to our standard award agreement, which requires you to execute our standard restrictive covenant agreement. You have also agreed to purchase 125,000 ISG shares during the trading period permitted by ISG’s Insider Trading Policy following the release of ISG’s third quarter earnings.

 

You will also be eligible for our normal employee benefit programs provided to executive officers of ISG including medical, dental etc.

 

Finally, we have agreed to provide you with a standard severance agreement that will provide you with a severance payment equal to the sum of (x) your then base salary and (y) your then target AIP in the unlikely event you are terminated under certain conditions. The severance payment will be payable in equal monthly installments over the 12 month period following your termination of employment.

 

David, as we discussed, our vision at ISG is to build an industry-leading, billion dollar value information-based services company. We are still in the early innings of execution and with your financial, operational and corporate development experience we know you will make significant contributions toward achieving our vision.

 

Please sign and return a copy of this letter.  We look forward to you joining the ISG Team!

 

 

Sincerely,

Michael P. Connors

 

Cc: Mr. Bob Weissman

 

Information Services Group, Inc.

 

t: 203 517 3100

Two Stamford Plaza

 

f: 203 517 3199

281 Tresser Boulevard, Stamford, CT 06901

 

www.informationsg.com

 



 

Agreed and Accepted:

 

 

/s/ David Berger

 

 

David Berger

 

September 24, 2009

 

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Exhibit 10.2

 

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Time-Based)

 

THIS AGREEMENT (the “Agreement”), is made, effective as of [DATE] (the “Grant Date”) between Information Services Group, Inc., a Delaware corporation (“ISG”) (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate of the Company, hereinafter referred to as the “Participant”.

 

WHEREAS, the Company desires to grant the Participant a restricted stock unit award as provided for hereunder (the “Restricted Stock Unit Award”), ultimately payable in shares of common stock of the Company, par value $0.01 per share (the “Common Stock” or “Shares”), pursuant to the terms set forth herein and to the 2007 Information Services Group, Inc. Equity Incentive Plan  (the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Agreement (capitalized terms not otherwise defined herein shall have the same meanings as in the Plan);

 

WHEREAS, the committee of the Company’s board of directors appointed to administer the Plan (the “Committee”), has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Restricted Stock Unit Award provided for herein to the Participant as an incentive for increased efforts during his or her term of office with the Company or its Affiliates, and has advised the Company thereof and instructed the undersigned officers to grant said Restricted Stock Unit Award.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

 

1.             Grant of Restricted Stock Units; Conditions to Grant .

 

(a)           Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, effective as of the Grant Date, the Company hereby grants to the Participant [AMOUNT] Restricted Stock Units (the “RSUs”). Each RSU represents the right to receive one share of Common Stock upon the vesting of such RSUs in accordance with Section 2 hereof.

 

(b)           Participant, by signing and accepting the Restricted Stock Unit Award, hereby waives all rights, if any, under any Employment or other agreement entered into with the Company or any of its Affiliates, with respect to any Participant benefits or equity-based compensation (other than any previously vested rights earned under any benefit plan).  Receipt of this grant is conditional on Participant’s aforementioned waiver; absent such a waiver, this grant shall be null and void.

 

(c)           Notwithstanding any other provision of this Agreement to the contrary, Participant’s rights to vest under this Agreement will be subject at all times to the Participant’s compliance with that certain Restrictive Covenant Agreement entered into by and between Participant and the Company on even date herewith, and Participant, by executing this Agreement, agrees and acknowledges that this Award, any Shares received hereunder and any proceeds received in respect of the sale of such Shares may be subject to forfeiture.

 

2.             Vesting; Delivery of Shares

 

(a)           Unless otherwise provided in this Agreement, the RSUs shall vest (and become exercisable) with respect to twenty-five percent (25%) of the RSUs on each of the first, second, third and

 



 

fourth anniversaries of the Grant Date, so long as the Participant remains employed with the Company or any of its affiliates on each such date.
 
(b)           Upon any termination of the Participant’s Employment, any unvested RSUs shall be forfeited by the Participant without payment therefor.
 
(c)           In no event shall the Participant receive any distribution of Shares subject to any RSUs until such RSUs  become vested in accordance with Section 2(a) hereof, at which time the Company shall, as promptly as administratively practicable, deliver such Shares to the Participant.
 

3.             No Dividend Equivalents .  Unless and until Participant is the record holder of the Common Stock subject to the RSUs, he or she is not entitled to the payment of any dividends (or dividend equivalents) with respect to the RSUs or the Shares subject thereto.

 

4.             Change in Capitalization; Corporate Transactions .  If there occurs an event as described in Section 9 of the Plan, the provisions of Section 9 shall govern the treatment of this RSU Award.

 

5.             Limitation on Obligations .  The Company’s obligation with respect to the RSUs granted hereunder is limited solely to the delivery to the Participant of shares of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Company become obligated to pay cash in respect of such obligation unless otherwise provided under Section 9 of the Plan and permitted under Section 409A of the Code.  This RSU Award shall not be secured by any specific assets of the Company or any of its Affiliates, nor shall any assets of the Company or any of its Affiliates be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Agreement.

 

6.             Rights as a Stockholder .  The Participant shall not have any rights of a common stockholder of the Company unless and until the Participant becomes entitled to receive the shares of Common Stock pursuant to Section 2 above.

 

7.             Transferability; Successors and Assigns.   The RSUs may not be assigned, alienated, pledged, attached, sold, transferred, encumbered, hypothecated or otherwise disposed of by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer, encumbrance, hypothecation or disposition shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  This Section 7 shall not prevent transfers by will or by the applicable laws of descent and distribution. The shares of Common Stock acquired by the Participant pursuant to Section 2 of this Agreement may not at any time be assigned, alienated, pledged, attached, sold, transferred, encumbered, hypothecated or otherwise disposed of by the Participant other than in compliance with applicable securities laws.  This Agreement shall be binding on all successors and assigns of the Company and the Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

 

8.             No Right to Continued Employment or Other Equity Awards .  The granting of the RSUs evidenced hereby and this Agreement shall impose no obligation on the Company or any Affiliate to (a) continue the Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment of such Participant or (b) to make any future Share or

 

2



 

Share-based awards to the Participant, and this grant of RSUs does not constitute any increase of annual compensation or benefits to be provided to the Participant.

 

9.             Withholding .  It shall be a condition of the obligation of the Company upon delivery of Common Stock to the Participant pursuant to Section 2 above that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for any federal, state or local income or other taxes required by law to be withheld with respect to such Common Stock.  The Company shall be authorized to take such action as may be necessary, in the opinion of the Company’s counsel (including, without limitation, withholding Common Stock otherwise deliverable to the Participant hereunder and/or withholding amounts from any compensation or other amount owing from the Company to the Participant), to satisfy the obligations for payment of the minimum amount of any such taxes.  In addition, if the Company’s accountants determine that there would be no adverse accounting implications to the Company, or if the Company otherwise in its discretion allows the following to be so, the Participant may be permitted to elect to use Common Stock otherwise deliverable to the Participant hereunder to satisfy any such obligations, subject to such procedures as the Company’s accountants may require.  The Participant is hereby advised to seek his or her own tax counsel regarding the taxation of the grant of RSUs made hereunder.

 

10.           Securities Laws .  Upon the delivery of any Common Stock to the Participant, the Company may require the Participant to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.  The delivery of the Common Stock hereunder shall be subject to all applicable laws, rules and regulations and to such approvals of any governmental agencies as may be required.

 

11.           Section 409A of the Code In the event that it is reasonably determined by the Company that, as a result of the deferred compensation tax rules under Section 409A of the Internal Revenue Code of 1986, as amended (and any related regulations or other pronouncements thereunder) (“the Deferred Compensation Tax Rules ”), benefits that the Participant is entitled to under the terms of this Agreement may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Participant to be subject to tax under the Deferred Compensation Tax Rules, the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in the Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if the Participant is a “specified employee” within the meaning of the Deferred Compensation Tax Rules, may, in the event the benefit to be provided constitutes deferred compensation under the Deferred Compensation Tax Rules and is due to the Participant’s separation from service with the Company and its Affiliates, be the first day following the six-month period beginning on the date of such separation from service.

 

12.           Notices .  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its General Counsel at the principal executive office of the Company, and any notice to be given to the Participant shall be addressed to him or her at the address appearing in the personnel records of the Company for the Participant.  By a notice given pursuant to this Section 12, either party may hereafter designate a different address for notices to be given to him or her.  Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 12.  Any notice shall have been deemed duly given when delivered by hand or courier or when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

 

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13.           Governing Law.   The laws of the State of Delaware (or if the Company reincorporates in another state, the laws of that state) shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

 

14.           Restricted Stock Unit Award Subject to Plan .   The Restricted Stock Unit Award and the RSUs granted hereunder are subject to the Plan.  The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference.  In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

 

15.           Amendment .  This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement.

 

16.           Signature in Counterparts .  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

[ Signatures on next page .]

 

4



 

IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Agreement as of the day and year first above written.

 

 

 

INFORMATION SERVICES GROUP, INC.:

 

 

 

 

 

By:

 

 

Name:

 

Title:

 

Restricted Stock Unit Award Agreement

(Time-Based-[Grant Date])

 

Signature Page

 

5



 

IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Agreement as of the day and year first above written.

 

 

 

PARTICIPANT:

 

 

 

 

 

By:

 

 

Name:

 

Title:

 

Restricted Stock Unit Award Agreement

(Time-Based-[Grant Date])

 

Signature Page

 

6


Exhibit 10.3

 

RESTRICTIVE COVENANT AGREEMENT

 

This Restrictive Covenant Agreement (this “ Agreement ”) is made and entered into as of [DATE], by and between Information Services Group, Inc. (“ ISG ”) and [NAME] (the “ Restricted Person ”).

 

RECITALS:

 

WHEREAS, the Restricted Person acknowledges that ISG and its Affiliates (as defined below) (collectively, the “ Company ”) is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to its businesses and the services it provides to its clients; and

 

WHEREAS, the Restricted Person further acknowledges that: (i) the protections set forth in this Agreement constitute an essential premise of the willingness of ISG to grant the Restricted Person shares of common stock of ISG (the “ Equity Awards ”), and (ii) it is essential to the success of the Company that the Restricted Person enter into the protections set forth herein and the holders of common stock of ISG and the business of the Company would suffer significant and irreparable harm by the Restricted Person competing with the business of the Company for a period of time after any termination of employment of the Restricted Person; and

 

WHEREAS, the Restricted Person agrees that the restrictions set forth herein are reasonable and necessary in order to protect the goodwill, confidential information and other legitimate business interests of the Company and its Affiliates.

 

NOW, THEREFORE, in consideration of all of the foregoing, and the mutual terms, covenants, agreements and conditions hereinafter set forth, the Company and the Restricted Person hereby agree as follows:

 

1.                                        Definitions .  The following terms shall have the following meanings:

 

Affiliate ” means (a) each Person directly or indirectly controlling, controlled by or under direct or indirect common control with ISG, and (b) each other Person of which the Company is a direct or indirect beneficial holder of at least 10% of any class of the Equity Interests; provided , that, for purposes of Sections 4 and 5 and the definition of “Competition” herein only, the definition of “Affiliate” shall, at any date of determination thereof, include only such Affiliates that also: (i) conduct, operate, carry out, engage in or are involved in, (ii) have conducted, operated, carried out, engaged in or been involved in at any time during the 24 months prior to such date of determination, or (iii) are, or at any time during the 12 months prior to such date of determination have been, actively considering becoming involved in a practice area, line of business or other business endeavor that is substantially similar to any practice area, line of business or other business endeavor of the Company.

 

Cause ” shall mean “Cause” as such term may be defined in any employment agreement or other severance agreement in effect at the time of termination of employment between the Participant and ISG or any of its subsidiaries, or, if there is no such employment or severance agreement, “Cause” shall mean, with respect to a Participant: (a) willful and continued failure to perform his or her material duties with respect to ISG or its subsidiaries which continues beyond ten business days after a written demand for substantial performance is delivered to the Participant by ISG or any of its subsidiaries; (b) any act involving fraud or material dishonesty in connection with the business of ISG or its subsidiaries; (c) a material violation of the Company’s code of conduct or other policy; (d) assault or other unlawful act of violence; or (e) conviction of, or a plea of nolo contendere to, any felony whatsoever or any misdemeanor that would preclude employment under the Company’s hiring policy.

 



 

Competition ” shall mean when a Person (including, without limitation, the Restricted Person) engages (alone or in concert with any other Person) in, or provides assistance to any Person or entity that engages in, any of the following activities:

 

(i)                                      conducts, operates, carries out or engages in the business of advising and/or facilitating third parties with respect to the sourcing of business processes or technology processes, functions and assets; or

 

(ii)                                   conducts, operates, carries out, engages in or is involved in any established practice areas which ISG or any of its Affiliates conducts, operates, carries out, engages in or is involved in during the Restricted Period, in any geographic area in which such business may be conducted by ISG or any of its Affiliates.

 

Compete ” and “ Competitor ” shall have correlative meanings.

 

Confidential Information ” means any and all information of the Company that is not generally known by others with whom they Compete or do business, or with whom any of them plans to Compete or do business and any and all information, that is not publicly known, which if disclosed, would assist in Competition with ISG or any of its Affiliates.  Confidential Information includes without limitation any information relating to (i) the development, research, testing, marketing and financial activities of ISG and each of its Affiliates, (ii) the products and services of ISG and each of its Affiliates, (iii) the costs, sources of supply, financial performance and strategic plans of ISG and each of its Affiliates, (iv) the identity and special needs of the customers and clients of ISG and each of its Affiliates, and (v) the people and organizations with whom ISG and each of its Affiliates have business relationships and any non-public details of those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or clients or others with any understanding, express or implied, that the information would not be disclosed. Notwithstanding the foregoing, Confidential Information does not include any information generally available to, or known by, the public (other than as a result of disclosure in violation of this Agreement or any other non-disclosure obligation).

 

Contractual Obligation ” means, with respect to any Person, any contract, deed, mortgage, lease, license, commitment or other agreement or understanding, whether written or oral, or other document or instrument to which or by which such Person is a party or otherwise subject to bound or to which or by which any property or right of such Person is subject or bound.

 

Equity Interests ” means (a) any capital stock share partnership or membership interest, unit of participation or other similar interest (however designated) in any Person and (b) any option, warrant, purchase right, conversion right, exchange rights or other Contractual Obligation which would entitle any Person to acquire any such interest in such Person or otherwise entitle any Person to share in the equity, profit, earnings, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar rights.

 

Governmental Order ” means any order, writ judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority.

 

Governmental Authority ” means any United States federal, state or local or any foreign government or political subdivision thereof, or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body.

 

2



 

Legal Requirement ” means any United States federal, state or local or foreign law, statute, standard, ordinance, code, rule, or regulation, or any Governmental Order or any similar provision having the force or effect of law.

 

Person ” shall mean any “person” or “group” within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended.

 

Restricted Period ” shall mean the period beginning on the date hereof and ending on the second anniversary of any termination of employment of the Restricted Person.

 

2.                                        Protection of Confidential Information .

 

(a)                                   The Restricted Person acknowledges that the success of ISG and each of its Affiliates depends on the continued preservation of Confidential Information possessed by the Restricted Person.

 

(b)                                  The Restricted Person hereby agrees that he or she will not at any time on or after the date of this Agreement, directly or indirectly, without the prior written consent of the Company or its Affiliates, as applicable, disclose or use, any Confidential Information involving or relating to ISG or any of its Affiliates or their respective businesses, except as may be reasonably required in the performance of his or her duties and responsibilities, of ISG and each of its Affiliates (as applicable).

 

(c)                                   Notwithstanding the foregoing, the provisions of this Section 3 will not prohibit the Restricted Person’s retention of copies of personal records relating specifically to his or her employment with ISG or any of its Affiliates (applicable), including information regarding his or her compensation and benefits, nor shall the foregoing prohibit disclosure (i) pursuant to any applicable Legal Requirement so long as reasonable prior notice is given of such disclosure and a reasonable opportunity is afforded to ISG or its Affiliates, as applicable, to contest the same, or (ii) made in connection with the enforcement of any right or remedy relating to this Agreement.

 

3.                                        Non-Interference with Business Relationships .

 

(a)                                   During the Restricted Period, the Restricted Person will not directly or indirectly, as a director, equity holder, officer, employee, employer, principal, agent, manager, consultant, independent contractor, advisor or otherwise:

 

(i)                                      make any statements or perform any acts intended to interfere with or harm, or which the Restricted Person should reasonably expect would interfere with or harm, any interest of ISG or any of its Affiliates in their relationships and dealings with existing or potential customers or clients;
 
(ii)                                   make any statements, or do any acts, intended to cause, or which the Restricted Person should reasonably expect would cause, or which in fact cause, any customer or client of ISG or any of its Affiliates to make use of the services of any business or Person in which the Restricted Person has or expects to acquire any interest (whether as a director, equity

 

3



 

holder, officer, employee, employer, principal, agent, manager, consultant, independent contractor, advisor or otherwise), is or expects to become an employee, officer or director, or has received or expects to receive any remuneration (whether as a director, equity holder, officer, employee, employer, principal agent, manager consultant, independent contractor, advisor or otherwise), if such statements or acts would result or would be reasonably likely to result in such customer or client ceasing to do business, or diminishing its business relationship, with ISG or any of its Affiliates; or
 
(iii)                                engage, alone or in concert with any Person, in Competition with, or own any interest in, perform any services for, participate in or be connected with any business, organization or other Person which engages in Competition with ISG or any of its Affiliates in any geographic area in which any business was or is carried on by ISG or any of its Affiliates (A) as of the date of this Agreement or (B) during the Restricted Period; provided, however, that the provisions of this Section 4(a)(iii)  shall not be deemed to prohibit the Restricted Person’s ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company in which the Restricted Person has no participation in the management or direction (other than as a passive shareholder).
 

(b)                                  In the event that the Restricted Person engages in activities that would not violate Section 4 at the time such activities are commenced, but subsequent to the Restricted Person’s commencement of such activities and during the Restricted Period, ISG or any of its Affiliates become engaged in these activities (provided that such activities were either (x) commenced by ISG or any of its Affiliates at any time during the term of the Restricted Person’s employment by ISG or any of its Affiliates or (y) under active consideration by ISG or any of its Affiliates at any time during the term of the Restricted Person’s employment) will immediately cease with activities at the request of the Company, except to the extent necessary to fulfill existing contractual obligations to a customer or client.

 

4.                                        Non-Solicitation .  During the Restricted Period, the Restricted Person will not directly or indirectly, as a director, equity holder, officer, employee, employer, principal, agent, manager, consultant, independent contractor, advisor or otherwise:

 

(a)                                   employ or solicit for employment, or advise or recommend to any other Person that they employ or solicit employment, or otherwise materially assist any other Person in employing or soliciting for employment, any employee of ISG or any of its Affiliates; or

 

(b)                                  solicit or encourage any employee of ISG or any of its Affiliates to leave the employ of the Company or any of its Affiliates or to do any act that is disloyal to ISG or any of its Affiliates, is inconsistent with the interests of ISG or any of its Affiliates or violates of any provision of this Agreement or any Contractual Obligation such employee has with ISG or any of its Affiliates of which the Restricted Person has knowledge.

 

For purposes of this Section 5 , an individual will be considered to be an employee of ISG or any of its Affiliates if he or she is employed by or providing services to (including as a contractor or consultant), or was at any time within six (6) months prior to the conduct that is prohibited by this Section 5 employed by or provided services to, ISG or any of its Affiliates.

 

5.                                        Reasonableness of Restrictions .

 

(a)                                   The Restricted Person acknowledges that his or her experience, capabilities and

 

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circumstances are such that the restrictions contained in this Agreement will not prevent him or her from earning a livelihood.  The Restricted Person acknowledges that he or she has carefully read and considered all the terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the Company.  The Restricted Person further agrees that the restrictions referred to in this Agreement are reasonable in duration, geographic area and scope and subject matter and are properly required for the adequate protection of the businesses of ISG and each of its Affiliates.

 

(b)                                  The execution of this Agreement by the Restricted Person and the performance by the Restricted Person of the obligations hereunder will not breach or be in conflict with any other Contractual Obligation to which the Restricted Persons is a party or is bound.  The Restricted Person is not now subject to any covenant against competition or similar covenants or any Governmental Order or Legal Requirement that would affect such Restricted Person’s performance of the obligations of this Agreement.

 

6.                                        Enforcement .  The Restricted Person hereby acknowledges and agrees that in the event of any violation of the terms of Sections 3, 4 or 5 , the Restricted Person shall immediately surrender and forfeit all Equity Awards; provided, that in the event the Restricted Person has transferred all or any portion of shares of common stock of ISG received under such Equity Awards, the Restricted Person shall be required to pay to the Company an amount equal to the proceeds received in respect of such transfer of shares, on a net after-tax basis.  The Restricted Person further acknowledges that if the Restricted Person were to breach any of the terms and conditions of this Agreement the damage to the Company would be irreparable.  The Restricted Person therefore agrees that the Company shall, in addition to any other remedies available to each of them, be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Restricted Person of any of the terms and conditions of this Agreement, without having to post a bond.

 

7.                                        Notices .

 

(a)                                   Until ninety (90) days after the conclusion of the Restricted Period, the Restricted Person shall give notice to the Company of each new business activity the Restricted Person plans to undertake (each such notice, a “ New Business Activity Notice ”, other than such activities that are undertaken for or on behalf of ISG or any of its Affiliates, at least twenty (20) days prior to beginning any such activity, provided, however, that the Restricted Person will not be obligated to provide information to the Company that would place the Restricted Person in violation of other confidentiality agreements to which the Restricted Person is a party as long as each such confidentiality agreement was entered into for legitimate business purposes not related to the existence of this Agreement and the obligations of the Restricted Person hereunder. Such notice shall state the name and address of the Person for whom such activity is to be undertaken and the nature of the Restricted Person’s business relationship(s) and position(s) with such Person.

 

(b)                                  The Restricted Person shall, from time to time, provide the Company with such other pertinent information concerning his or her business activities as the Company may reasonably request in order to determine his other continued compliance with the terms and conditions of this Agreement; provided, however, that the Restricted Person will not be obligated to provide information to the Company that would place the Restricted Person in violation of other confidentiality agreements to whether the Restricted Person is a party as long as each such confidentiality agreement was entered into for legitimate business purposes not related to the existence of this Agreement and the obligations of the Restricted Person hereunder.

 

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(c)                                   In the event that the Restricted Person properly delivers a New Business Activity Notice in the manner provided hereunder and the Company does not notify the Restricted Person of its desire for other information regarding the new business activity described in the New Business Activity Notice pursuant to the Company’s rights under Section 8(a) and (b)  or of its objection to such business activity in each case within fifteen (15) days of the receipt by the Company of such New Business Activity Notice, the Restricted Person may begin to engage in the business activity so described from and after the expiration of such 15 day period.  Notwithstanding the foregoing, in no event shall the expiration of such 15 day period or the engagement by the Restricted Person in any new business activity be construed as a waiver of the rights of ISG and/or each of its Affiliates under this Agreement or for any way limit or diminish the obligations of the Restricted Person provided for in the other terms and conditions of this Agreement.

 

8.                                        Further Assurances .  From and after the date of this Agreement, upon the request of either the Restricted Person or ISG of each of its Affiliates, each of the parties hereto will do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyance and other instruments and papers as may be reasonably required or appropriate to carry out the obligations contemplated by this Agreement.

 

9.                                        Severability .

 

(a)                                   If the final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified.

 

(b)                                  The parties further agree that if any part of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part by reason of any rule of law or public policy, and cannot be modified in accordance with Section 11(a) , above, such part shall be deemed to be severed from the remainder of this Agreement for the purpose only of the particular legal proceedings in question, and all other covenants and provisions of this Agreement shall in every other respect continue in full force and effect, and no covenant or provision shall be deemed dependent upon any other covenant or provision.

 

10.                                  Miscellaneous .

 

(a)                                   Waiver .  Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

 

(b)                                  Entire Agreement; Modifications .  This Agreement constitutes the entire and final expression of the agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, between the parties hereto with respect to the subject matter hereof (other than any existing agreement between the Restricted

 

6



 

Person and ISG or any of its subsidiaries concerning an agreement not to compete with, not to solicit employees of, and/or not to disclosure the confidential information of, ISG and/or any of its subsidiaries, with such agreement shall continue to be in full force and effect in accordance with its terms).  This Agreement may be modified or amended only by an instrument in writing signed by both parties hereto.

 

(c)                                   Relevant Law .  This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware without regard to the conflict of laws principles thereof.

 

(d)                                  Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

 

11.                                  Acknowledgements .  The Restricted Person represents and acknowledges the following:

 

(a)                                   He/She has carefully read this Agreement in its entirety;

 

(b)                                  He/She understands the terms and conditions contained herein;

 

(c)                                   He/She has had the opportunity to review this Agreement with legal counsel of his/her own choosing and has not relied on any statements made by the Company or its legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement; and

 

(d)                                  He/She is entering into this Agreement knowingly and voluntarily.

 

[REMAINDER OF PAGE INTENTIONALLY BLANK]

 

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IN WITNESS WHEREOF, the Company and the Restricted Person have duly executed and delivered this Agreement as of the day and year first above written.

 

 

INFORMATION SERVICES GROUP, INC.:

 

 

 

 

 

By:

 

 

Name:

 

Title:

 

Restrictive Covenant Agreement

 

Signature Page

 

8



 

IN WITNESS WHEREOF, the Company and the Restricted Person have duly executed and delivered this Agreement as of the day and year first above written.

 

 

 

RESTRICTED PERSON:

 

 

 

 

 

By:

 

 

Name:

 

Title:

 

Restrictive Covenant Agreement

 

Signature Page

 

9


Exhibit 10.4

 

Execution Copy

 

SEVERANCE AGREEMENT

 

SEVERANCE AGREEMENT (the “Agreement”) dated October 5, 2009 by and between Information Services Group, Inc. (the “Company”) and David Berger (the “Executive”).

 

The Executive is employed as the Company’s Chief Financial Officer.

 

The Company desires to induce the Executive to remain in its employment by providing the Executive protection in the event of a termination of the Executive’s employment in certain circumstances, and the Executive desires to continue to be employed by the Company and to accept such protection.

 

In consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

 

1.                                        Term .  This Agreement shall be effective for a period commencing on the date of this Agreement and ending on December 31, 2010 (the “Term”); provided , however , that commencing with January 1, 2011 and on each anniversary thereof (each an “Extension Date”), the Term shall automatically be extended for an additional twelve (12) month period, unless the Company or Executive provides the other party hereto sixty (60) day’s prior written notice before the next Extension Date that the Term shall not be so extended.

 

2.                                        Termination of Employment .

 

a.                                        By the Company without Cause or by Executive for Good Reason .  If, during the Term, Executive’s employment with the Company and its affiliates is terminated by the Company without Cause or by Executive for Good Reason (as each such term is defined in Section 3 below), subject to the Executive’s execution without revocation of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A , Executive shall be entitled to receive:

 

(i)  a cash severance payment equal to one (1) times the Executive’s annual rate of base salary plus the Executive’s target annual incentive bonus opportunity under the Company’s Annual Incentive Plan, both as in effect immediately prior to such termination, payable in equal installments, on the normal payroll dates of the Company over the twelve (12) month period following the date of termination (the “Severance Period”); and

 

(ii)  so long as Executive’s termination occurs after the first 180 days of the Company’s fiscal year, the annual cash bonus that the Executive would have received under the Company’s Annual Incentive Plan, if the Executive had remained employed by the Company through the end of the fiscal year of the Company in which such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s performance in relation to the applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the compensation committee of the board of directors of the Company), multiplied by the Pro-Rate Factor (as defined in Section 3 below) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive under the Company’s Annual Incentive Plan;

 

(iii)  coverage during the applicable COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the

 



 

Code ”), or any replacement or successor provision of United States tax law to the extent the Executive so elects;

 

(iv)  all earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination of employment (including any earned but unpaid base salary and vacation) under any compensation and benefit plans, programs, and arrangements of the Company and its affiliates in which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued; and

 

(v)  reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of termination, to be reimbursed in accordance with such policy.

 

b.                                       By the Company for any Reason other than Without Cause or by Executive for any Reason other than for Good Reason .  If, during the Term, Executive’s employment with the Company and its affiliates is terminated by the Company for any reason (other than a termination without Cause) or by Executive’s resignation without Good Reason, Executive shall be entitled to receive only those benefits described in Section 2(a)(iii), (iv) and (v) above.

 

c.                                        Following Executive’s termination or resignation (as the case may be), except as set forth in this Section 2 and Section 5 below, Executive shall have no further rights to any other compensation or benefits under this Agreement or any other severance plan or arrangement maintained by the Company or any of its affiliates, except as otherwise provided under any Company stock incentive plan or award agreement entered into by and between Executive and the Company or any of its affiliates.

 

3.                                        Definitions . For purposes of this Agreement:

 

a.                                        Cause ” shall mean with respect to the Executive: (a) Executive’s willful misconduct with regard to the Company; (b) any act involving fraud or material dishonesty in connection with the business of the Company or its affiliates; (c) a material violation of the Company’s code of conduct or other policy; or (d) conviction of, or a plea of nolo contendere to, any felony whatsoever.

 

b.                                       Good Reason ” shall mean without Executive’s express written consent, the occurrence of any of the following circumstances : (i) a reduction in Executive’s annual base salary and/or target annual incentive opportunity under the Company’s Annual Incentive Plan (“target AIP”) (excluding any reduction in Executive’s base salary and/or target AIP that is part of a plan to reduce compensation of comparably situated employees of the Company generally; (ii) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority; (iii) the relocation by the Company of Executive’s primary place of employment with the Company to a location more than fifty (50) miles outside of Executive’s current principal place of employment (which shall not be deemed to occur due to a requirement that Executive travel in connection with the performance of his or her duties); or (iv) the Company gives notice of non-extension of the Term (which the parties agree constitutes a material breach of the Agreement). Resignation for Good Reason shall not occur unless the Executive provides the Company with written notice of the existence of the conditions supporting any of the foregoing events described in this definition within the period not to exceed 90 days of the initial existence

 

2



 

of the conditions and the Company fails to remedy such conditions within ten (10) days of receiving such written notice.

 

c.                                        Pro-Rate Factor ” shall mean a fraction, (i) the numerator of which is equal to the number of days that the Executive is employed by the Company during the fiscal year in which the Executive’s employment terminates, and (ii) the denominator of which is the number of days in such fiscal year.

 

4.                                        Notice of Termination .  Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6(e) hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and the date of termination, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.  Unless terminating for Good Reason, Executive shall provide a Notice of Termination to the Company at least (30) days or prior to the effective date of the Executive’s termination of employment other than due to his death; provided , however , that the Company may waive all or any portion of such required 30-day notice period.

 

5.                                        Section 409A .  Notwithstanding anything herein to the contrary, if any payment of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payment or other benefits will be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code (for instance, if Executive is a “specified employee” within the meaning of Section 409A of the Code and Executive receives a payment or benefit constituting deferred compensation hereunder upon a separation from service within the meaning of Section 409A of the Code, such payment or benefit shall not be delivered to Executive until six months and one day following Executive’s separation from service), or otherwise such payment or other benefits will be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax; provided that the Company agrees to maintain, to the maximum extent permitted by law, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Code and will be interpreted accordingly.  References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code.  Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code.  To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).

 

6.                                        Miscellaneous .

 

a.                                        Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to conflicts of laws principles thereof.

 

b.                                       Entire Agreement/Amendments .  This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein, and supersedes all prior agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein.  This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

 

3



 

c.                                        No Waiver; Severability .  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.  In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

 

d.                                       Successor; Binding Agreement .  The Company shall assign this Agreement and its obligations hereunder to any successor thereof.  This Agreement shall inure to the benefit of and be enforceable by Executive and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If Executive should die while any amount would still be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

 

e.                                        Notice .  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

 

If to the Company:

Information Services Group Inc.

Two Stamford Plaza

281 Tresser Boulevard, Stamford, CT 06901

Attention: General Counsel

 

If to Executive:

 

To the most recent address of Executive set forth in the personnel records of the Company.

 

f.                                          Withholding Taxes .  The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

 

g.                                       No Mitigation .  Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by an compensation earned by Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Company, or otherwise.

 

h.                                       Counterparts .  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

[ Signatures on next page .]

 

4



 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

 

INFORMATION SERVICES GROUP

DAVID BERGER

 

 

By:

 /s/ Earl H. Doppelt

 

/s/ David Berger

 

Title: Executive Vice President, General Counsel and Corporate Secretary

 

 

 

5



 

EXHIBIT A

 

Form of Release

 

DAVID BERGER (the “ Executive ”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sue Information Services Group Inc. (the “ Company ”), the Company’s past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, insurers and attorneys, and agents and representatives of such entities, in such capacities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company and benefit plan administrators, and the successors of the Company or any of the foregoing entities (collectively, the “ Releasees ”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, which the Executive has or may have had against the Company or the Releasees based on any events or circumstances arising or occurring on or prior to the date this Release is executed, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever the Executive’s employment with the Company or the termination thereof, the Executive’s status at any time as a holder of any securities of the Company, or otherwise.  This includes, but is not limited to, a release of any and all claims arising under the laws of the United States, any other country, or any state, or locality relating to employment, or securities, including, without limitation, claims of wrongful discharge, breach of express or implied contract (whether oral or written), fraud, misrepresentation, defamation, or liability in tort, common law or public policy, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Executive Retirement Income Security Act, the Family and Medical Leave Act, the Delaware Discrimination in Employment Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and similar statutes, ordinances, and regulations of the United States, any other country, or any state or locality.  This release of claims further includes, but is not limited to, Executive’s waiver of any right or claim to compensation, wages, back pay, reinstatement or re-employment, bonuses, or benefits of any kind or any nature arising or derivative from Executive’s employment with the Company, the termination thereof, or otherwise; provided , however , notwithstanding anything to the contrary set forth herein, that this general release shall not extend to (x) amounts owed to or rights available for the Executive under that certain Severance Agreement dated October 5, 2009, by and between the Company and the Executive (the “ Severance Agreement ”) and (y) benefit claims under employee pension benefit plans in which the Executive is a participant by virtue of his employment with the Company or benefit claims under employee welfare benefit plans for covered occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by the Executive.  This Release does not waive any rights to indemnification the Executive has under any insurance policy, by laws or other documents or agreements to which Executive may be entitled for actions taken in good faith during the term of his employment.

 

The Executive hereby represents and warrants to the Company and the Releasees that he has not filed any action, complaint, charge, grievance, arbitration or similar proceeding against the Company or the other Releasees.

 

The Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA).  The Executive understands and warrants that he has been given a period of 21 days to review and consider this Release.  The Executive further acknowledges that the consideration given for this Release is in addition to anything of value to which he is already

 



 

entitled.  The Executive is hereby advised to consult with an attorney prior to executing the Release.  By his signature below, the Executive warrants that he has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release and that this waiver and release is knowing and voluntary.  The Executive further warrants that he understands that he may use as much or all of his 21-day period as he wishes before signing, and warrants that he has done so.

 

The Executive further warrants that he understands that he has seven days after signing this Release to revoke the Release by notice in writing to the Company’s General Counsel delivered by hand, certified mail or courier service.  This Release shall be binding, effective, and enforceable upon both parties upon the expiration of this seven-day revocation period without the Company’s General Counsel having received such revocation, but if the Executive revokes the Release during such time, the Executive understands that the Executive will forfeit any rights he may have to any severance payments and benefits otherwise due under Section 2(a) of the Severance Agreement.

 

By signing this Release, the Executive acknowledges that:  he has relied entirely upon his  own judgment, and that he has had the opportunity to consult with legal, financial and other personal advisors of his own choosing in assessing whether to execute this Release; no representation, statement, promise, inducement, threat or suggestion has been made by the Company or any other Releasee to influence Executive to sign this Release except such statements as are expressly set forth herein; Executive understands that by signing this Agreement he is releasing the Company and the Releasees of all claims against them; Executive has read this Release and understands its terms; Executive has been given a reasonable period of time to consider its terms and effect; and Executive voluntarily agree to the terms of this Release.

 

 

Executed this        day of                                   , 20

 

 

 

David Berger

 


Exhibit 99.1

 

 

Press Contact :

Barry Holt

203-517-3110

bholt@informationsg.com

 

Investor Contact:

Frank Martell

203-517-3104

fmartell@informationsg.com

 

INFORMATION SERVICES GROUP ELECTS DAVID BERGER

EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER

 

Seasoned financial executive brings significant major corporate experience in finance, acquisitions and investor relations

 

STAMFORD, Conn., September 25, 2009 — Information Services Group, Inc. (ISG) (NASDAQ: III, IIIIU, IIIIW), an industry-leading, information-based services company, announced today that David E. Berger, with nearly 30 years of financial experience, including the information services industry, has been elected Executive Vice President and Chief Financial Officer of the company effective October 5, 2009.

 

Mr. Berger was most recently Senior Vice President, Corporate Controller and Investor Relations with The Nielsen Company, a $5 billion global information and media company, where he spent more than eight years.  He will succeed Frank Martell who is relocating to California and has accepted a CFO position with a privately held services company.

 

“I am extremely pleased to welcome David to the ISG team,” said Michael P. Connors, Chairman and CEO, ISG. “David and I worked closely together at Nielsen for a number of years and he brings a wealth of acquisition, cost management and financial expertise as we now prepare to move ISG to the next level of growth.  Frank played an important role in the launch of ISG and I want to thank him for his contributions and wish him and his family the best in the future.”

 

Information Services Group, Inc.

 

t: 203 517 3100

Two Stamford Plaza

 

f: 203 517 3199

281 Tresser Boulevard, Stamford, CT 06901

 

www.informationsg.com

 



 

Prior to Nielsen, Mr. Berger was with Simon & Schuster (S&S) and Viacom for nine years, where he held a variety of increasingly important financial positions including Senior Vice President of Finance and Controller of S&S. He was the lead on development and strategic initiatives; financial and operational matters; and managed a staff of over 200 financial professionals.

 

Mr. Berger was previously at American National Can Company as Director and Business Controller of one of its divisions.  He began his career in public accounting with Touche Ross & Company (now Deloitte).

 

Mr. Berger is a graduate of the Wharton School of the University of Pennsylvania and earned his Masters of Business Administration from the University of Chicago.

 

About Information Services Group, Inc.

 

Information Services Group, Inc. (ISG) was founded in 2006 to build an industry-leading, high-growth, information-based services company by acquiring and growing businesses in advisory, data, business and media information services.  In November 2007, ISG acquired TPI, the largest sourcing data and advisory firm in the world.  Based in Stamford, Connecticut, ISG has a proven leadership team with global experience in information-based services and a track record of creating significant value for shareowners, clients and employees.  For more, visit www.informationsg.com.