Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 9, 2012, the Compensation Committee of the Board of Directors of
Cicero Inc. (the "Company") approved an amendment, effective September 1, 2012,
to the Company's Employment Agreement with John P. Broderick, the Company's
Chief Executive Officer and Chief Financial Officer, under which Mr. Broderick
will be entitled to receive 1,500,000 shares of the Company's common stock in
the event of the termination, with or without cause, of his employment with the
Company or in the event of a change of control (as that term is defined in the
Employment Agreement) of the Company.
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