EX-10.3
Published on May 12, 2026
July
15, 2025
VIA EMAIL ONLY
Dear
Susan:
This
letter
sets
forth
our
agreement
(the
"Letter
Agreement")
regarding
advisory
services
to
be provided
by you
to
the Board of Directors
of Andersen Group Inc.
("AGI") and your
eventual service
as a director on the Board
of
AGI.
1.Effective as of
July 16,
2025, you will
act as an
advisor
("Advisor") to the Board of
Directors of AGI,
a
Delaware
corporation
until
such
time as you
become a director ("Director") on
the Board of
AGI which
shall
occur by no
later
than
July 1,
2026,
unless
either
party provides
the other with reasonable
advance
written
notice of
termination of
your
services as an
Advisor or Director
at any time.
2.Remuneration as follows:
a) As an
Advisor to AGI,
you
shall
receive
2,500
Profits
Interest Units in the MD Entities (defined herein)
("PIUs"), 10% of which
shall be in MD
Management LLC
("Management") and 90% of
which
shall be in MD Investment LLC
("Investment"),
which
entities are indirectly
owned by AGI
(Management and Investment
are collectively
the "MD
Entities"). Your obligation to purchase the PlUs shall be waived and the grant date of your PlUs shall be July 25,
20251.
b)The
PlUs
shall
be
fully
vested immediately.
c)As an
Advisor and
Director,
you
must
retain
1/3 of
your equity and
you
cannot
convert more
than 20% of your
PIUs into
AGI
stock
per
year (on a
cumulative
basis).
d)Should you not become
a Director
by
July 1, 2026,
AGI or an affiliate shall
have
the right
to repurchase 80% of your
PIUs at book value.
Should you terminate
your services
as an Advisor
or Director, as applicable: (i) prior
to July
1,
2027, AGI or an affiliate
shall have the right to repurchase 60%
of your
PlUs at book
value; (ii) prior to July
1, 2028,
AGI or an affiliate
shall have
the
right to
repurchase 40% of your
PlUs at book value; and (iii) prior to
July 1, 2029,
AGI or an affiliate
shall have
the
right to repurchase 20% of your
PlUs at book value.
3.With
respect to your
services to be rendered as an
Advisor or
Director, such
services would
include the
following:
a)Four
Board
meetings per
year
with two in
person. For the
initial
year, all in
person meetings
will be in US. Likely
locations would
be either San Francisco, Chicago,
Boston or New York.
Over time, I would expect that we will have one meeting outside the US. All expenses for the
meeting
will be
reimbursed by AGI
and
would
include
business
class
travel
and
lodging.
___________________________
1
The
grant
of
the
PIUs
to
you
shall
be
subject
to
your completion
and
return of
all required documentation by no later than July
24, 2025.
333
Bush
Street
Sui
te
1700
San
Francisco,
CA
941
04
| t 415.391.2273 f 415.391.2275 Andersen.com
b)I
would
expect that we
may have
a
couple of
additional
calls per year.
c)All in-person meeting,
event and call requests will be made with reasonable advance notice, taking into account your other existing commitments.
4.Mutual Confidentiality, including of Personal Information and Other
Matters.
a)AGI and you each agree to cause all non-public information that the other or any officer, employee or designated agent of AGI or
you or any of AGl's affiliates may learn about one another, including your personal life, finances, business arrangements or any similar information, to be kept confidential and not to, directly or indirectly, be disclosed, used, copied, published
(including on any social media forum) or otherwise disseminated, in any such case without the prior written consent of AGI or you, as appropriate, except as required by applicable law, regulation or legal process. AGI and you also acknowledge and
agree that any breach of this covenant would result in irreparable injury and damage to you and AGI, for which money damages would not provide an adequate remedy, and that, in addition to any other remedies you and AGI, respectively, may have at law
or in equity, you and AGI, respectively, will be entitled to seek to have such provisions specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation,
imposition of reasonable attorneys' fees.
b)AGI shall not (and shall not
permit any of its
personnel,
agents or
affiliates
to)
originate any
publicity, news release
or other
public
announcement
relating to
this Letter
Agreement, its
terms or the
existence of an arrangement between the
parties without your
prior written
consent. Notwithstanding
the foregoing,
Andersen shall
have the
right to
use
your name,
biography and picture
on
the
website of
AGI or that
of
any of its
affiliates,
identifying you as
an Advisor
to AGI or a
Director on
its
Board, as
appropriate, so
long as
such
information is
limited to your
position as an
Advisor or
Director, as appropriate,
the
name,
biography, and
picture, all to be provided by you.
c)You
acknowledge
that by
virtue of
receiving the
PlUs, you shall
be
bound by
Section 5.7 of
the Limited
Liability
Company Agreements2 of the MD
Entities;
provided,
however,
that it is acknowledged
and
agreed
that
none of the
following activities
shall be
considered a
violation of Section
5.7 of
the Operating
Agreements of the MD Entities: providing advisory or other similar services to any for-profit or not-for-profit organization that either (i) does not engage in any financial services or (ii) may be involved in financial services, but whose
primary business is not in direct competition with any primary business of AGI or its affiliate Andersen Tax LLC (examples of which noncompetitive entities include, but are not limited to, investment or commercial banks, asset managers, hedge funds,
NGOs, educational institutions and any governmental entity).
d)Subject to the foregoing provision (c), AGI further acknowledges and agrees that you may be engaged in or employed by any other
business, trade, profession or other activity, including with respect to any other board positions you may hold.
___________________________
2
The Limited Liability
Company Agreements of MD
Management LLC
and
MD
Investment LLC
are
originally dated December 31, 2007, as amended and
restated as
of June 20, 2025 (the "Operating
Agreements").
e)This
letter
Agreement
shall be
construed and
enforced in accordance
with, and all questions concerning the construction, validity,
interpretation
and
performance of this Letter Agreement shall be governed
by the laws
of the State of
Delaware, without
giving
effect to
provisions thereof
regarding
conflict of
laws. The parties
hereby agree
and consent
to be subject
to
the
jurisdiction of
courts
located in
Delaware and
waive the right
to assert the lack
of
personal or
subject matter
jurisdiction or improper
venue in
connection with any such
suit,
action or
other
proceeding. YOU AND
AGI
HEREBY
IRREVOCABLY
WAIVE ANY
AND All RIGHT
TO
TRIAL BY
JURY IN ANY
ACTION OR
PROCEEDING ARISING
OUT OF OR
RELATING TO THIS
LETTER AGREEMENT.
5.Although
any
estimates and
projections of
earnings and compensation
payouts discussed
with you and/or
in
this
Letter
Agreement are
based on
historical data
and are
made in
good
faith, the
actual
results may
differ and unless
provided otherwise,
no guarantees of particular outcomes are intended by their
inclusion.
Sincerely,
/s/ Mark L. Vorsatz
Mark L. Vorsatz
CEO
Andersen
7/16/2025
I 10:16:54
AM PDT
Accepted and agreed as of:_________________
By: /s/ Susan Decker
Name: Susan Decker