8-K

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 28, 2020

CCUR Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37706	04-2735766
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6470 East Johns Crossing, Suite 490, Duluth, Georgia	30097
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 305-6434

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 1.01. Entry into a Material Definitive Agreement.

On September 29, 2020, CCUR Holdings, Inc. (the “Company”) entered into an agreement (the “BRIO Agreement”) with Brio Financial Services Group (“BRIO”) pursuant to which BRIO will provide Jonathan Tegge to serve as the Chief Financial Officer (the “CFO”) and also provide certain other specified financial and accounting services typically provided by a chief financial officer, which are describe more fully in the BRIO Agreement, (“CFO Services”). The term of the BRIO Agreement will run through June 30, 2021, unless terminated by either party upon 60 days prior written notice to the other party, pursuant to the terms of the Brio Agreement. The Company paid an initial retainer of $8,500 upon execution of the agreement and will pay a monthly fee of $7,000 for the CFO Services during the term of the BRIO Agreement.

There are no material relationships between the Company or its affiliates and BRIO, other than in respect of the BRIO Agreement. The foregoing description of the terms and conditions of the BRIO Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the BRIO Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors or Certain Officers

(b) (e) On October 1, 2020, (the “Separation Date”), the Company and Warren Sutherland, the Company’s Chief Financial Officer, mutually agreed to terminate Mr. Sutherland’s employment with the Company (the “Termination”).  In connection with the Termination, on October 1, the Company and Mr. Sutherland entered into a severance agreement and general release (the “Agreement”).

In consideration for Mr. Sutherland’s comprehensive release of claims against the Company and its affiliates and his post-employment restrictive covenants set forth in the Agreement, Mr. Sutherland will receive compensation and certain benefits in accordance with the provisions in his employment agreement.

Mr. Sutherland will provide transition services as a consultant to the Company from the Separation Date until December 31, 2020 (“Transition Period”). Mr. Sutherland will receive severance payments totaling $290,625, paid in bi-weekly equal installments for a period of fifteen months and the Company’s contribution towards his health and welfare benefits. In addition, the Company will accelerate vesting of Mr. Sutherland’s outstanding restricted stock awards such that a total of 36,673 shares of restricted stock will become vested upon completion of the Transition Period. The Separation Agreement contains customary confidentiality provisions and a mutual release of claims between the Company and Mr. Sutherland.  Mr. Sutherland will be subject to customary non-solicitation and non-competition covenants for a period of fifteen months. Mr. Sutherland has the right to revoke the Agreement within seven days of the execution date.  

The foregoing description of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated into this Item 5.02 by reference.

Appointment of Certain Directors or Officers

(c) On October 2, 2020, the Company announced that Igor Volshteyn, the Company’s Chief Operating Officer and President, also assumed the roles of Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) as of October 1, 2020. Jonathan Tegge, serving as the Company’s Principal Accounting Officer under the supervision of Mr. Volshteyn, will be responsible for the preparation and presentation of the Company’s financial statements.

Igor Volshteyn, age 43, has served as interim Chief Operating Officer (“COO”) and President of the Company since June 11, 2020. Prior to becoming interim COO and President of the Company, Mr. Volshteyn served as Senior Vice President of Business Development of the Company commencing on January 1, 2019. Mr. Volshteyn began his career as a research analyst and investment banker and has over 20 years of experience in the investment management industry. He served as the Managing Partner and Chief Investment Officer at Echelon Investment Partners LP from May 2016 to December 2018 and as an Analyst and Portfolio Manager at Millennium Management from July 2007 to March 2016. From August 2019 to February 2020, Mr. Volshteyn served on the board of directors for Goodman Networks, Inc. He graduated with a Bachelor of Business Administration in Finance, with highest honors, from the University of Texas at Austin.

Mr. Volshteyn has no family relationships with any director or executive officer of the Company, there are no arrangements or understandings between Mr. Volshteyn and any other persons pursuant to which he was selected as COO and President of the Company, and there have been no transactions involving the Company and Mr. Volshteyn that the Company would be required to disclose pursuant to Item 404(a) of Regulation S-K.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Engagement Letter Between Brio Financial Group and CCUR Holdings, Inc., dated September 29, 2020.
10.2	Severance Agreement and General Release between CCUR Holdings, Inc. and Warren Sutherland dated October 1, 2020. (#)

(#) Indicates a management contract or compensatory plan or arrangement.

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: October 2, 2020

CCUR HOLDINGS, INC.
By:	/s/ Igor Volshteyn
Name:	Igor Volshteyn
Title:	President and Chief Operating Officer

EX-10.1

Exhibit 10.1

217 W. Main Street

Somerville, New Jersey 08876

September 29, 2020

CCUR Holdings, Inc.

6470 East Johns Crossing

Duluth, Georgia 30097

ATTN: Igor Volshteyn

Dear Mr. Volshteyn:

In order to document the understanding between as to the scope of the work that Brio Financial Group will perform, as well as certain other matters, we are entering into this Agreement with CCUR Holdings, Inc. (“you” or the “Company”). To avoid any misunderstandings, this Agreement defines the services we will perform for you as well as your responsibilities.

SCOPE OF WORK

Macro Level Services:

· We will provide a Chief Financial Officer (“CFO”) to the Company. The CFO is part of a team of Brio Financial Group (“Brio”) employees that will be responsible for:

· Work with Company’s management, accounting and finance teams to document and formalize accounting policies and procedures,

· Work with Company’s management, accounting and finance teams to establish, improve upon and document internal controls over financial reporting,

· Develop a monthly management reporting package (both financial information and key performance indicators) that will be presented to management monthly,

· Assist in developing a corporate consolidation file, and on a quarterly basis, ensuring that Form 10Qs and the annual Form 10K , is complete and filed with the Securities and Exchange Commission, with the CFO acting as the Company’s Chief Accounting Officer, who will sign all such financial filings, and oversee and manage the audit function,

· Provide strategic advice relating to future development of the finance team. Assist in defining a future development vision and legal structure for the finance function based on initial findings with senior management.

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Monthly/Quarterly Services:

· During the Term, we will assist you with preparing, and the CFO will file on the Company’s behalf, its annual and quarterly financial statements (“Balance sheet, Income Statement, Statement of Cash Flows, and Statement of Shareholders’ Equity”), including the accompanying notes, in accordance with Generally Accepted Accounting Principles (GAAP) as applied by the Company. The Company is responsible for entering all operating transactions and performing ledger reconciliations. We will coordinate this effort with Company personnel and the Company’s independent auditor. Our engagement does not include any audit or review services in relation to the Company’s financial statements.

· We will review your general ledger trial balance on a monthly basis and, if we become aware of any adjustments that may be appropriate, we will itemize these adjustments, provide supporting documentation and present the adjustments for management approval. We will maintain an internal stock ledger and internal stock purchase warrants and stock option ledgers, utilized for accounting valuation and disclosure purposes.

· We will assist you in the accounting of complex financial instruments and other complex accounting transactions, such as the valuation, recognition, reporting and disclosure of all equity transactions and complex financial instruments, and the tax provision for the annual audit. We will prepare and document our analysis so that you can provide the analysis to your independent auditors.

· We will assist in the preparation of the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) portion of any quarterly and annual reports of the Company. You further acknowledge that we do not render legal advice.

· We are not being engaged to file 1099’s or other tax compliance returns.

· We will assist the Company’s in evaluating the Company’s internal controls over financial reporting.

· At your request we will be available for conference calls with management and your Board of Directors or the Audit Committee of your Board of Directors. We will prepare a board package containing supplemental financial information and key performance indicators for each meeting of the Board of Directors.

Pricing

We will perform the services for an initial retainer fee of $8,500, due upon the execution of this Agreement. Going forward, we will perform the monthly services at a fixed monthly rate of $7,000 billed and payable on the 1st of every month, commencing November 1, 2020 and continuing until terminated by either party, as set forth below. The Company will also be billed for travel and other out-of-pocket costs, such as report production, postage, etc.

Additional work not expressly provided for in this Agreement, such as work for due diligence reviews for potential acquisitions, current reports on Form 8-K, and additional travel for attendance in person at Board of Director or other meetings are not included in the above fixed monthly rate. Services such as these will be billed at our standard hourly rates ($100/hour for staff accountant, $200/hour for Director level, and $300/hour for Managing Member) provided the Company has been advised prior to the services being rendered that such services will be outside the scope of the monthly services at the fixed monthly rate unless, with respect thereto, an additional engagement letter and pricing scheme is in place. Please note that if there is a significant change in the Company’s business or number of transactions, the fixed monthly rate may need to be re-negotiated and a new agreement may need to be put into place, if and when reasonably requested by us, prior to additional monthly work being performed by us.

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In accordance with our usual procedures, we will present invoices on a monthly basis with payments due by end of month. We reserve the right to suspend services whenever an invoice remains unpaid for more than 45 days.

E-mail Communication

In connection with this engagement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim any liability or responsibility whatsoever for interception or unintentional disclosure or communication of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of e-mail transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

Compelled Disclosure

In the event that we or any of its affiliates, or any of its or their members, managers, partners, directors, officers and employees are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any information regarding the Company or the services provided hereunder, the Company (to the extent permitted) will be provided with prompt written notice thereof, so that the Company may seek a protective order or other appropriate remedy at its own option and expense. The Company shall reimburse us for all costs and expenses, including attorneys’ fees, which we and its affiliates, and its and their members, managers, partners, directors, officers and employees incur in connection with such requested or compelled disclosure, whether or not any such protective order or other remedy is sought or obtained. Otherwise, all information provided by the Company, unless contained within the body of any public disclosures, shall be treated as confidential and may not be made know to ant party outside of the Company or its legal counsel.

Indemnification

The Company shall defend, indemnify, and hold us and its affiliates, and its and their members, managers, partners, directors, officers and employees, harmless from and against all claims asserted by a third party (or parties) and related damages, losses, or expenses, including, but not limited, to attorneys’ fees arising out of or resulting from any and all acts or omissions of the Company or its affiliates, including, but not limited to acts or omissions in the maintenance of the Company’s books, records, and accounts, in the preparation or use of the Company’s financial statements, in the timely filing of reports, statements, and other documents with the U.S. Securities and Exchange Commission, and in the design and maintenance of disclosure controls and procedures and internal control over financial reporting., provided that such damages and the like shall not result from gross negligence or willful misconduct on the part of Brio, its employees or agents.

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Limitation on Liability

Our maximum liability hereunder for any reason shall be limited to the aggregate amount of the fees paid by the Company to us for the twelve months immediately preceding the date of the applicable claim, except to the extent that it is finally determined that the Company has incurred actual direct damages that have resulted from the gross negligence or willful misconduct of us, in which case our maximum liability hereunder shall be limited to such actual direct damages. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE RELATING TO THIS AGREEMENT. This limitation on liability provision shall apply to the fullest extent of the law, whether any claims are based in contract, statute, tort, or otherwise.

Waiver

The failure of any party to this Agreement at any time to require the performance of any provision of this Agreement shall in no manner affect the right to enforce the same, and no waiver by any party to this Agreement of any provision of this Agreement (whether by conduct or otherwise) shall be deemed or construed as a further or continuing waiver of such provision or any other provision of this Agreement.

Third-Party Rights

No provision of this Agreement shall in any way inure to the benefit of any third person (including the public at large) so as to make any such person a third-party beneficiary of this Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto.

Severability

If any provision of this Agreement, as applied to any party or to any circumstances, shall be found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any

other circumstances, or the validity or enforceability of this Agreement.

Entire Agreement

This Agreement contains the entire understanding of the parties hereto relating to the subject matter of this Agreement and supersedes all prior and collateral agreements, understandings, statements, and negotiations of the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any laws that might otherwise govern under applicable principles of conflicts of laws.

Dispute Resolution

If any dispute arises among the parties, they agree to try first in good faith to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Rules. All unresolved disputes shall then be decided by final and binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. In agreeing to arbitration, we both acknowledge that in the event of a dispute over fees, each of us is giving up the right to have the dispute decided in a court of law before a judge or jury and instead we are accepting the use of arbitration for resolution. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

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Term

This Agreement will commence on the Effective Date and will continue in effect until June 30, 2021 unless earlier terminated as set forth herein (the “Term”). It is understood that either party may terminate this Agreement at any time, for any reason, upon 60 days prior written notice to the other party. It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination. Any and all financial and other information in Brio’s possession at the time of termination must be turned over to the Company, including but not limited to quarterly and annual financial statements, accompanying footnotes, ledgers, workpapers, MD&A, proposed adjustments with supporting documentation, any other work product prepared by Brio Financial on behalf of the Company.

We would like to take this opportunity to express our appreciation for the opportunity to offer our services to your organization.

Very truly yours,

Brio Financial Group

David Briones

Managing Member

Acceptance:

This letter correctly sets forth the understanding of CCUR Holdings, Inc.

Igor Volshteyn

President and Chief Operating Officer

EX-10.2

Exhibit 10.2

sEVERANCE AGREEMENT And general release

THIS SEVERANCE AGREEMENT and GENERAL RELEASE (“Agreement”) is made and entered into by and between Warren Sutherland (“Employee”) and CCUR Holdings, Inc. (the “Company”).

WHEREAS, Employee has served as Chief Financial Officer for the Company immediately prior to the Separation Date (defined below) in accordance with an employment agreement dated May 15, 2017 and amendments thereto respectively dated January 30, 2018 and January 1, 2019 (collectively referred to as the “Employment Agreement”);

WHEREAS, the Company desires to terminate Employee’s employment with it in accordance with Paragraph 4.4 of the Employment Agreement;

WHEREAS, Employee and the Company desire to enter into this Agreement in accordance with the Employment Agreement and in order to settle fully and finally any differences between them and specify the terms and conditions of Employee’s separation from employment with the Company; and

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

1) SEPARATION DATE. The parties agree that Employee’s employment with the Company will end October 1, 2020 (the “Separation Date”). Following the Separation Date, Employee shall not represent himself as being an employee, officer, director, agent or representative of the Company for any purpose. He shall also not be entitled to any compensation or benefits from the Company, including coverage under any benefit plans, incentive plans, or programs sponsored by the Company, except as expressly provided under this Agreement or as required by law.

2) SEPARATION PAY; OTHER CONSIDERATION. In consideration of the promises made by Employee herein and subject to Employee’s compliance with the terms and conditions of this Agreement, the Company will provide Employee with the following payments and benefits:

a) The Company agrees that it will pay Employee the sum total of $290,625 (15 months of Employee’s current salary rate immediately prior to the Separation Date), less applicable deductions and withholdings and in lieu of any claim Employee may have to an annual bonus (the “Severance”). The Severance will be paid out over a 15-month period in 32 bi-weekly installments of $9,082.03 (the “Severance Period”). Provided Employee does not breach this Agreement and/or revoke it pursuant to Paragraph 20 below, the first installment will be made on the next regularly scheduled payroll date following the expiration of the revocation period.

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b) The Company agrees to vest, at the end of the Transition Period, as defined in Paragraph 7 below, and subject to the Employee’s compliance with this Agreement, Employee’s remaining unvested Restricted Stock (i.e., 36,673 Shares). All of Employee’s Restricted Stock shall continue to be subject to the “Incentive Plan” as that term is defined in the Employment Agreement.

c) Employee will be advised of his rights under Georgia’s state continuation coverage law (“State Continuation”) for healthcare benefits, and if he desires to continue coverage by timely electing coverage and timely completing all election forms, the Company will provide Employee and any of his eligible dependents who were covered under the Health Plan, as defined in the Employment Agreement as of the Separation Date with State Continuation coverage for the maximum period allowed of 3 months. Following this initial 3-month period and through the remainder of the Severance Period, Employee will obtain healthcare insurance through a private party or an exchange, to be substantially consistent in scope with the coverage that was provided prior to the Separation Date. During the Severance Period, Employee’s cost for such State Continuation and private or exchange coverage will equal the premium charged to active employees during such period, and the remainder of the premium, upon documentation of coverage and total premium amount, will be paid by the Company. Employee will be fully responsible for making timely payments of health insurance premiums.

Employee acknowledges that the consideration set forth in this Paragraph is more than what he is otherwise entitled to receive from the Company.

3) RESPONSIBILITY FOR TAXES. The parties agree that the payments described in Paragraph 2(a) shall be subject to all regular tax withholdings. By signing below, Employee acknowledges that any and all other taxes, penalties, interest, fines or other assessments by the Internal Revenue Service (or any state or local tax authority) that may become due as a result of any payment or transaction contemplated by this Agreement are his sole responsibility. Employee agrees to fully indemnify and hold the Company harmless with respect to any such taxes, penalties, interest, fines or other assessments or any attorney fees or other costs incurred by Company in connection with the same. Further, Employee agrees that any taxes that are due but unpaid and that the Company receives notice of prior to making such payments may be set off against any payments due under this Agreement, to the maximum extent allowed by law. Further, nothing contained herein shall be construed or relied upon as any advice or opinion by or on behalf of the Company regarding the tax treatment of the payments made under this Agreement.

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4) WAIVER AND GENERAL RELEASE. For valuable consideration, the adequacy of which is hereby acknowledged, Employee hereby forever settles, releases, compromises, reaches accord and satisfaction, waives, remises, discharges, and acquits the Company and its parents, affiliates and subsidiaries (including all of their respective successors and assigns thereof) and all of their respective past, present and future members, shareholders, employees, officers, directors, agents, predecessors, administrators, representatives, attorneys, insurers and employee benefit plans (collectively, the “Released Parties”), from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorney fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any federal, state, or local court, agency, arbitrator or any other entity, whether based directly or indirectly on Employee’s employment with or separation from the Company or any other position Employee held with the Company or arising from any other known or unknown dispute between Employee and the Company as of the date Employee signs this Agreement. Employee acknowledges that this general release specifically includes, but is not limited to, claims arising under Title VII of the Civil Rights Acts of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the Family and Medical Leave Act; the whistleblower provision of the Section 11(c) of the Occupational Safety and Health Act, 29 U.S.C. §660(c); the National Labor Relations Act; the Federal False Claims Act and related state acts; the Sarbanes Oxley Act; the Fair Employment and Housing Act; the Dodd Frank Act; the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in Employment Act, and the Georgia Equal Employment for People with Disabilities Code, all as amended; and any other federal, state or local laws or regulations prohibiting employment discrimination or protecting employee rights, as well as claims for other tortious or unlawful conduct, up to the date of the execution of this Agreement. This Agreement shall not waive or release any rights or claims that cannot be waived or released as a matter of law.

Employee fully understands and agrees that this Agreement may be pled by the Released Parties as a complete defense to any claim or entitlement which may be hereafter asserted by him or on his behalf in any suit, claim, or grievance proceeding against the Released Parties, for or on account of any matters or things up to and including the present time of execution hereof.

Employee agrees and understands that any claims he may have under the aforementioned statutes, or any other federal, state or local law ordinance, rule or regulation are effectively waived and released by this Agreement. Employee represents that he knows of no claim that he has that has not been released by this Section. Employee further represents that he is not aware of any Company officer, director, member, shareholder, or employee violating Company policies and/or the law. Employee acknowledges and understands that this Section is intended to prevent him from making any claim against any of the Released Parties regarding any matter or incident relating to or arising out of his employment that occurs up to the date Employee executes this Agreement. Employee hereby covenants and agrees not to file, commence or initiate any suits, grievances, demands or causes of action against any of the Released Parties based upon or relating to any of the claims released and forever discharged pursuant to this Agreement. If Employee breaches this covenant not to sue, he hereby agrees to pay all of the reasonable costs and attorneys’ fees actually incurred by the Released Parties in defending against such suits, grievances, demands or causes of action, together with such other and further damages as may result, directly or indirectly, from that breach. Moreover, Employee agrees that he will not persuade or instruct any person to file a suit, grievance, demand or cause of action with any state or federal court or administrative agency against any of the Released Parties.

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5) NONDISPARAGEMENT. Employee agrees that he will not make any remark or statement, whether verbal or in writing, except where required by law, that reasonably may be construed as disparaging to any of the Released Parties. This prohibition shall include, but not limited to, any statements made via social media, on websites or blogs, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the Company, Parent or any other Released Parties. Employee acknowledges and agrees that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, any of the Company’s or Parent’s Board of Directors and Board of Managers, respectively, owners, competitors, vendors, employees (past and present), affiliated companies, and prospective and/or current clients of the Company.

6) CONFIDENTIALITY. Employee acknowledges that he has not discussed or disclosed, and will not discuss or disclose, the existence of this Agreement, the contents of this Agreement or the details of this Agreement to any third party except as may be required by any law or regulation or any regulatory authority, including, but not limited to, the Securities and Exchange Commission, NASDAQ stock exchange and OTC Market. Notwithstanding the foregoing, Employee may disclose the existence of this Agreement or its details and the financial terms of the Agreement to his spouse, attorneys, or tax advisors as needed; provided, however, Employee agrees that if he discloses any such information to his spouse, attorneys or tax advisors, he will be held responsible for any breach of confidentiality by any such individuals. Moreover, the Parties agree that this Agreement and their respective promises as set forth in this Agreement are conditioned, in part, upon compliance with Paragraphs 5 (Nondisparagement), 6 (Confidentiality), 7 (Cooperation), and 9 (Post-Employment Covenants) of this Agreement. The Parties agree that Paragraphs 5, 6, 7 and 9 of this Agreement are essential and material terms of this Agreement and that no settlement could have been reached without such terms. If Employee is required to disclose this Agreement, its terms or underlying facts pursuant to court order and/or subpoena, he shall notify Igor Volshteyn, President and COO for the Company, in writing via facsimile or mail, within 24 hours of his receipt of such court order or subpoena, and simultaneously provide him with a copy of such court order or subpoena. Employee agrees to waive any objection to any request by any of the Released Parties or Employee that the document production or testimony be done in camera and under seal.

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7) COOPERATION. Employee acknowledges that, due to the nature of his position and the Company’s various reporting obligations, the Company will need him to provide transition services from October 1 through December 31, 2020 (the “Transition Period”). During the Transition Period, Employee agrees to cooperate with the Company and provide consultant services required to transition his responsibilities to a new CFO (or firm providing CFO services) to the satisfaction of the Company. Employee shall receive $1 for his consultant services. Following the Transition Period, Employee further agrees to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Employee was employed by the Company. The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Employee was employed by the Company and in any other business transition matters.

8) RECORDS/COMPANY PROPERTY. At the end of the Transition Period, except for Employee’s laptop, Employee agrees to immediately turn over to the Company all physical and electronic files, memoranda, records, equipment, documents, photographs, computer discs, audiotapes, videotapes, and any other Company property and/or copies or reproductions of the same that he has received from the Company or otherwise obtained through his employment with the Company, including, but in no way limited to, handbooks, policies, day planners, personal data assistants, cell phones, business records, computers, hard drives, flash or jump drives, compact discs or other storage sources, printouts of electronically-stored information, office equipment, Company uniforms, and Company-provided clothing.

9) POST-EMPLOYMENT COVENANTS. Employee acknowledges and agrees that he will continue to be bound by his post-employment obligations under the Employment Agreement (including, but not limited to, the Protective Agreement and any amendments thereto) that survive the termination of his employment by the terms thereof or by necessary implication, including without limitation, the confidentiality, assignment of inventions, non-competition, non-solicitation and other covenants set forth in the Employment Agreement.

10) DEFEND TRADE SECRETS ACT. Employee is hereby notified that under the Defend Trade Secrets Act: (a) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or, (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

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11) NO ADMISSION. This Agreement shall not in any way be construed as an admission by the Company of any wrongful action against Employee or any other person, and the Company specifically disclaims any wrongful action against Employee on the part of itself, its current or former employees, agents, owners, members, directors, officers, and shareholders. This Agreement is a good faith effort by the parties to end their relationship in a professional manner and promote harmonious relations in the future.

12) GOVERNMENT AGENCIES. Nothing in this Agreement is intended to limit Employee’s ability to provide complete and truthful testimony pursuant to subpoena or other legal process; to make a claim with any government agency; or to participate in an investigation conducted by any such agency. Employee represents that he has not filed any complaints or charges against any of the Released Parties with any local, state or federal agency or court, that he will not file any such complaints or charges arising out of or relating to events prior to the execution of this Agreement and that if any such agency or court assumes jurisdiction of any such complaint or charge against any of the Released Parties on behalf of Employee, he will request such agency or court to withdraw from the matter and that the complaint or charge be dismissed. If the agency or court does not dismiss the matter, he acknowledges he will not be entitled to recover anything.

13) ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the parties hereto as to the end of Employee's employment and any other roles with the Company, and except as provided in Paragraph 9 (Post-Employment Covenants) and Paragraph 2(b) (Separation Pay; and Other Consideration) above, fully supersedes any and all prior agreements or understandings between them pertaining to the end of Employee’s employment and all other roles with the Company. It is agreed that this Agreement may be modified only by a subsequent, written agreement, executed by both parties.

14) VOLUNTARY AGREEMENT. Employee has read all of the terms of this Agreement and understands that this Agreement releases the Released Parties forever from any legal action arising from his employment relationship with the Company. Employee acknowledges that he signs this Agreement of his own free will and in exchange for the consideration to be given, which he acknowledges is adequate and satisfactory. Employee declares that he is competent to execute this Agreement.

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15) INDEMNIFICATION AND REMEDIES FOR BREACH. It is further understood and agreed that if, at any time, a violation of any term of this Agreement is asserted by the Company, the Company shall have the right to seek specific performance of that term and/or any other necessary and proper relief, including but not limited to damages and/or injunctive relief, from any court of competent jurisdiction, and the Company, should it prevail, shall be entitled to recover its reasonable costs and attorneys’ fees. In addition to these remedies, should Employee violate this Agreement, he will also be required to repay all amounts paid to him under the terms of this Agreement. Additionally, Employee specifically acknowledges that any breach of his obligations under Paragraphs 5 (Nondisparagement), 6 (Confidentiality) and 9 (Post-Employment Covenants) of this Agreement would cause irreparable harm to the Company, the exact amount of which would be difficult to determine, and that the remedies at law for any such breach would be inadequate. For that reason, Employee agrees that the Company shall be entitled, as a matter of right, to a temporary, preliminary, and/or permanent injunction and/or other injunctive relief, ex parte or otherwise, from any court of competent jurisdiction (not limited to those specified in Paragraph 16, below), without posting bond or other security, restraining any violations by Employee. Such injunctive relief shall be in addition to and in no way limit any and all other remedies the Company shall have at law and equity for the enforcement of such covenants and provisions. In any action for injunctive relief, the prevailing party will be entitled to collect reasonable attorneys’ fees and other reasonable costs from the non-prevailing party. To be a “prevailing party” under this Section, the Company need only successfully obtain a preliminary injunction.

16) GOVERNING LAW/VENUE/JURISDICTION.   This Agreement shall be construed and interpreted under the laws of the State of Georgia and the undersigned and the Company, upon its acceptance of this Agreement, consent to the jurisdiction of the state and/or federal courts in Fulton County, Georgia.

17) SEVERABILITY; WAIVER; BINDING EFFECT.

a) If any part, term, or provision of this Agreement is declared or is determined by any agency or court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the illegal or invalid part, term, or provision shall be deemed not to be a part of this Agreement. Furthermore, if the release of any particular claim(s) is determined to by a court with jurisdiction per Paragraph 16 above to be invalid or ineffective, this shall not affect or impair the validity or effectiveness of the release of the remainder of claims. The Company also shall be permitted to seek a determination from the same or another court with jurisdiction per Paragraph 16 above regarding whether Employee is entitled under such circumstances and relevant law to retain the Severance paid to Employee under this Agreement.

b) All covenants, representations, and agreements made by or on behalf of Employee and the Company contained in this Agreement will be binding upon the parties and their respective spouses, successors, representatives, assigns, heirs and estates.

c) No waiver of any term or condition contained in this Agreement shall be effective unless made or confirmed in writing by the person or entity alleged to have waived the right. Unless expressly stated in such writing otherwise, no such waiver shall be construed as a waiver of a subsequent breach or failure of the same term or condition or a waiver of any other term or condition contained in this Agreement.

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18) Code Section 409A. This Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be administered and interpreted accordingly. In no event whatsoever shall the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee by Section 409A or any damages for failing to comply with, or be exempt from, Section 409A.

19) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but which when taken together, will constitute one and the same instrument. Signatures transmitted by facsimile or email will be effective as originals.

20) REVIEW AND REVOCATION. Pursuant to the Older Workers Benefit Protection Act of 1990, Employee acknowledges that he was given twenty-one (21) days to review and consider this Agreement before signing it and revoke it within seven (7) days of signing it. No discussions about, or changes to, this Agreement will restart the running of said 21-day period. Employee further acknowledges that he: (a) took advantage of this period to consider this Agreement before signing it; (b) carefully read this Agreement; (c) fully understood it; and (d) is entering into it voluntarily. Employee further acknowledges that the Employer encouraged him to discuss this Agreement with an attorney before signing it. Revocation can be made by delivering a written notice of revocation to Igor Volshteyn. For this revocation to be effective, written notice must be received no later than 5:00 p.m. CST on the seventh day after Employee signs this Agreement. If Employee revokes this Agreement, he will not receive the consideration set forth in Paragraph 2 above.

THE UNDERSIGNED FURTHER STATES THAT HE HAS CAREFULLY READ THE WITHIN AND FOREGOING RELEASE AND UNDERSTANDS THE CONTENTS THEREOF, AND THAT HE EXECUTES THE SAME OF HIS OWN FREE ACT AND DEED.

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IN WITNESS WHEREOF the Parties have executed this Agreement on the date(s) indicated below.

Date:
	Warren Sutherland
	CCUR HOLDINGS, INC.
Date:	By:
	Name:	Igor Volshteyn
	Title:	President and COO

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