Ponzi, Lay, Leeson, Kerviel and Volk LLP
699 Exposition Boulevard, Suite 130
Los Angeles, CA 90089-0071
20 March 2011
Board of Directors and Plan Participants
Global Technologies, Inc.
3000 Anywhere Road
Los Angeles, CA 90071
Ladies and Gentlemen:
This opinion is being delivered pursuant to your request for an independent determination
regarding the calculation of sale proceeds from the sale of Global Technologies, Inc.
have waived any conflicts that might exist in order to obtain this opinion from our firm,
and it is our understanding that you and the other addressees will rely upon this opinion in
calculating the monies to be paid to Participants as defined in Paragraph B and Schedule A
(George Washington, CEO; J.P.Morgan, CFO; Daniel Webster, EVP and General Counsel;
Jim Collins, EVP for Sales; Oprah Winfrey, SVP for Strategy; and Rip Van Winkle, VP for
Operations) pursuant to the Global Technologies, Inc. Transaction Bonus Plan, a term
In connection with our analysis, we have examined the Global Technologies, Inc (“Global
Technologies”). Transaction Bonus Plan, as well as such other matters as we have deemed
Based upon the foregoing and in light of the analysis hereinafter set forth, it is our opinion
that the Transaction Bonus Plan, on its face implies that the proceeds from the sale are two
hundred thirty-one million dollars ($231,000,000).
The purpose of the Transaction Bonus Plan was to retain and motivate those key
individuals identified in Schedule A of the Plan while Global Technologies solicited offers
for a possible sale of the Company. This solicitation began at the behest of the Board which
determined that a sale was in the best interest of the Company and its shareholders.
end, the Board determined that it would materially increase the consideration paid to the
Company’s shareholders if certain key employees were incentivized to continue to run and
manage the company and maintain the Company’s going concern value.
The Parties’ principal area of disagreement concerns the calculation of Net Proceeds under
The calculation of Net Proceeds determines the size of the Bonus Pool that
is split amongst those key employees named in Schedule A to the agreement.