EXHIBIT 10(00)(2)
AGREEMENT
AGREEMENT (this "Agreement"), dated as of April 27, 1999, by and between
Xxxxx X. Xxxxx, a resident of the State of Idaho ("Price") and his wife
Xxxxxxxxx Xxxxx ("Spouse") on the one hand, and ICF Xxxxxx International, Inc.,
a Delaware corporation (the "Company") on the other hand. As used in this
Agreement, unless the context indicates otherwise, the term "ICF" shall be
deemed to refer to ICF Xxxxxx International, Inc. and each and every one of its
affiliated entities.
WITNESSETH
WHEREAS, Price presently serves as a member of the Board of Directors and
President and Chief Executive Officer of ICF Xxxxxx International, Inc. and as a
director and officer of certain subsidiaries and affiliates of ICF Xxxxxx
International, Inc.; and
WHEREAS, Price and ICF Xxxxxx International, Inc. are parties to an
Employment Agreement dated August 5, 1998, including any attachments thereto and
any other agreements referred to therein or entered into pursuant thereto
(collectively, the "Executive Agreement"); and
WHEREAS, Price and ICF wish consensually to terminate the Executive
Agreement and sever the employment relationship between Price and ICF.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and promises hereinafter provided and of the actions taken pursuant thereto, the
parties agree as follows:
1. Effective Date. This Agreement shall be executed and become effective
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April 30, 1999 (the "Effective Date").
2. Termination of Executive Agreement. As of the Effective Date, the
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Executive Agreement shall be deemed terminated and shall have no further force
or effect. Price and ICF agree that there are no existing defaults by either
party under the Executive Agreement and that, as of the Effective Date, each
party had fully performed all of its obligations to the other party under the
Executive Agreement.
3. Resignation and Termination of Existing Employment Relationship. As of
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the Effective Date, Price shall be deemed to have resigned from all corporate
offices of ICF, and from all offices and directorships of ICF's subsidiaries,
joint ventures, and affiliated companies, organizations and entities, provided
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that Price shall be deemed to have resigned as President and Chief Executive
Officer of ICF Xxxxxx International, Inc. as of April 17, 1999. Price's
employment by ICF shall be deemed to have terminated as of the close of business
on the Effective Date. Price shall not be deemed to have resigned from the ICF
Xxxxxx International, Inc. Board of Directors. Following the Effective Date he
shall be compensated for service as such director on the same basis as other
non-employee directors.
4. Records and Bank Accounts. As soon as practicable after the Effective
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Date, ICF shall take such steps as may be necessary to (a) reflect in the
corporate records of ICF, its subsidiaries, joint ventures, and affiliated
companies, organizations and entities that Price has resigned as an officer of
the Company and as an officer and director of ICF's subsidiaries, joint
ventures, and affiliated companies, organizations and entities; and (b) remove
Price as an authorized signatory on all corporate bank accounts.
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5. Payment for Cancellation of the Employment Agreement and Release. In
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consideration of the cancellation of the Executive Agreement and the execution
by Price and Spouse of the Release attached hereto, the following payments shall
be made to Price and by wire transfer or direct deposit as directed by Price,
except that Price hereby requests voluntary withholding of Federal and state
wage-type withholding in respect of such amount (calculated as though such
amount were wages and in accordance with Price's elections): $ 677,450 within
ten (10) business days after the Effective Date.
6. Consultation. During the period from the Effective Date until
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September 30, 2000, Price will consult with ICF as and when requested by the
Company's Chief Executive Officer or the Board of Directors, such consultations
to be at times reasonably convenient to both Price and ICF. Such consultations
shall include, without limitation, Price's service as Chair of the Company's
Strategic Planning Committee. The activities of such Committee are outlined on
Exhibit D attached hereto. Price's service as Chair of the Strategic Planning
Committee shall include his active promotion of the interests of the Company as
set forth in Exhibit D. Price shall be compensated monthly for services provided
pursuant to this Section 6 at the rate of $200 per hour with a $10,000 per month
minimum. In the event of Price's death or disability prior to September 30,
2000, and provided that he actively consults with the Company as contemplated by
this Section 6 prior to such death or disability, the minimum payments
contemplated by the preceding sentence shall continue to be made to Price (or
Price's estate) through September 30, 2000. ICF shall reimburse Price for
reasonable expenses incurred in connection with his consultation with ICF,
subject to normal ICF reimbursement procedures.
7. Health and Insurance Benefits. Until April 30, 1999, Price and his
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dependents shall receive the same health, welfare and life insurance benefits
that would have been made
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available to them had Price continued as an employee, and Price's family health
benefits shall continue thereafter until April 30, 1999. After April 30, 1999,
Price may elect to continue his family health benefits provided through ICF to
the extent permitted by Federal COBRA laws in effect on the Effective Date. For
purposes of COBRA compliance, the date on which Price's health benefits
terminate shall be April 30, 1999. Except as specifically provided in this
Section 7, all health, welfare and insurance benefits shall terminate on April
30, 1999.
8. Options. ICF and Price acknowledge and agree that (a) Price holds and
shall continue to hold the following options to purchase shares of ICF common
stock granted pursuant to ICF's Stock Incentive Plan and (b) such options have
the expiration dates set forth below:
Fully
Total Vested Unvested Vesting Vested Expiration
Grant Date Options Options Options Schedule Date Date Price
09/03/98 150,000 75,000 75,000 1 year 08/04/99 09/03/01 $1.39
11/04/98 50,000 0 50,000 1 year 11/04/99 11/04/01 $1.24
Notwithstanding the terms of the grant of the options granted on September 3,
1998, and November 4, 1998, such options shall be fully vested as of the
Effective Date. Prior to the expiration dates referred to above, the options
referred to in this Section 8 shall be exercisable by Price or, in the event of
his death, his estate.
9. Payment of Certain Expenses.
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(a) In connection with Price's move from the Washington, DC area to
Boise, Idaho, the Company will reimburse Price for the following costs and
expenses, provided in each case that such costs are reasonable and
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documentation is provided:
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1) the cost of moving Price's family and household goods from the
Washington, DC area to Boise, Idaho;
2) costs related to termination of leases of home and furniture in
Washington, DC area; and
3) travel expense for Price and his wife to return to Boise, Idaho from
the Washington, DC area.
(b) The expenses set forth in subsection (a) above shall, to the
extent appropriate, be "grossed up." For this purpose, "grossed-up" means in
case of a reimbursed expense that is taxable to Price and/or Spouse and is not
deductible for Federal income tax purposes, that Price and/or Spouse will be
paid an amount which, after Federal income taxes on such amount, will equal
the amount of the non-deductible reimbursable expense.
10. Non Compete/Non Solicitation.
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(a) Except as provided in paragraph (d) below, Price agrees that for
a period commending as of the Effective Date and running through September 30,
2000 (the "Non-Competition Period"), Price will not, except as otherwise
provided herein, engage or participate, directly or indirectly, as principal,
agent, employee, employer, consultant, stockholder, partner or in any other
individual capacity whatsoever, in the conduct of, planning for, or management
of, or own any stock or any other equity investment in or debt of, any business
which is directly in competition with any business conducted by the Company.
For the purpose of this Agreement, a business shall be considered to
be directly in competition with the business of the Company only if such
business is engaged in providing services (i) similar to (x) any service
currently provided by the Company or provided by the Company during Prices'
employment by the Company; (y) any services in the ordinary course
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during the Non-Competition Period which evolves from or results from
enhancements to the services provided by the Company as of the Effective Date
hereof or during the Non-Competition Period; or (z) any future service of the
Company as to which the Executive materially and substantially participated in
the design or enhancement, and (ii) to customers and clients of the type served
by the Company during the Non-Competition Period.
(b) Non-Solicitation of Employees. During the Non-Competition Period,
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Price will not (for his own benefit or for the benefit of any person or entity
other than the Company) solicit, or assist any person or entity other the
Company to solicit, any officer, director, executive or employee of the Company
or its affiliates to leave his or her employment.
(c) Reasonableness. Price acknowledges the (i) the markets served by
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the Company are national and international and are not dependent on the
geographic location of executive personnel or the businesses by which they are
employed, (ii) the length of the Non-Competition Period is related to the length
of the Employment Period and the Company's agreement to provide severance
benefits and pay for consultation as set forth in Sections 5 and 6; and (iii)
the above covenants are manifestly reasonable on their face, and the parties
expressly agree that such restrictions have been designed to be reasonable and
no greater than is required for the protection of the Company.
(c) Investments. Nothing in the Agreement shall be deemed to prohibit
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Price from owning equity or debt investments in any corporation, partnership or
other entity which is competitive with the Company, provided that such
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investments (i) are passive investments and constitute five percent (5%) or less
of the outstanding equity securities of such an entity the equity securities of
which are traded on a national securities exchange of other public market, or
(ii) are approved by the Company.
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11. Indemnification and Notice Concerning Nonrenewal of Directors and
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Officers Insurance Coverage.
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(a) ICF acknowledges that its Certificate of Incorporation and By-
Laws and the charters and by-laws of certain of its direct and indirect
subsidiaries and pension trusts include provisions designed to provide to former
officers, directors and trustees indemnification in respect of threatened and
commenced actions, suits and proceedings in which an individual is a party or is
threatened to be made a party by reason of the fact that he is or was an
officer, director or trustee of ICF or such subsidiaries or trusts. ICF shall,
and shall cause such subsidiaries and trusts to, continue to provide
indemnification to Price under such provisions to the maximum extent permitted
by applicable law.
(b) So long as ICF maintains directors and officers liability
insurance coverage, or liability insurance for the trustees of its pension
trusts, Price shall be covered by such insurance, with respect to his tenure
with ICF, on the same terms as other existing and former officers, directors and
trustees. If, for any reason, ICF shall not continue to have such insurance
coverage in effect on terms substantially comparable to those presently in
effect, ICF shall provide Price with written notice of the cancellation or
nonrenewal of such coverage not less than 20 days prior to the effectiveness of
such cancellation or nonrenewal.
12. Employment References. Nothing in this Agreement shall prevent either
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party from stating the fact that Price was employed by ICF, the address of his
work location, the dates of his employment, his job titles and job duties, his
rate of pay, or that he resigned from his position as an officer of ICF on or
about the Effective Date.
13. Proprietary Information and Business and Personal Property
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(a) Price will not directly or indirectly disclose any confidential
records, information, documents, data, formulae, specifications or other trade
secrets owned by ICF to any person, or use any such information, except (i) as
appropriate in connection with the activities contemplated by Section 6 or (ii)
pursuant to court order or as a result of a valid order, subpoena or discovery
request (and in the case of such disclosure Price will provide ICF with written
notice of the same sufficiently in advance of the required disclosure date to
allow ICF to lodge appropriate objections to such disclosure). The immediately
preceding sentence shall not apply to information: (x) disclosure of which is
required by law or by process lawfully issued; (y) which has been disclosed to
Price or to a third party by a person not under a duty of confidentiality with
respect to that information; or (z) which later enters the public domain through
no fault or breach of duty by Price.
(b) Price shall have no ownership interest in any records, files,
information, documents, or the like that belong to ICF which Price has used,
prepared or come into contact with during his employment by ICF, and, except as
appropriate in connection with the activities contemplated by Section 6, Price
shall not remove written copies thereof from the premises of ICF or any of its
affiliates without ICF's written consent. Within ten business days after the
Effective Date, Price shall have returned to ICF all ICF property (other than
the Toshiba Tecra 510 CDT laptop computer Serial No.02744 381-3 (ICF ID No.
1874) and associated software referred to in Section 13(c)below) that Price has
in his possession. Nothing in this Agreement shall limit Price's right to remove
personal effects from his office within five business days after the Effective
Date.
(c) Price shall be entitled to use the ICF-owned laptop computer and
associated software to support his consultation with the Company. Until the end
of his
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consulting services with the Company, ICF will allow Price to have access to his
voice mailbox on the ICF telephone system and to his ICF e-mail address.
14. No Disparaging Statements. Except as required by applicable law or
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legal process:
(a) Each of ICF and Price covenant and agree that following the
Effective Date neither of them nor their or its officers, directors, affiliates,
agents and/or employees shall make disparaging statements concerning the others
(for this purpose, a disparaging statement shall refer to a statement or
statements that, individually or in the aggregate, have a materially detrimental
effect on the business affairs of ICF or Price, as the case may be); and
(b) Except for the press release attached as Exhibit A, neither the
Company, nor any director or executive officer of the Company other than Price,
Xxxxx Xxxxxxx and Xxxx Xxxxxx shall make any public statement or statement to
the press concerning Price or his tenure with the Company.
15. Confidentiality of Agreement. Except as required by applicable law or
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legal process or as necessary to fulfill the terms of this Agreement or the
General Releases incorporated herein, or in connection with a party's family,
business, or tax affairs (in which case disclosure shall be on a confidential
basis to the extent practicable), the parties shall not disclose the terms or
provisions of this Agreement or such General Releases, or the fact of their
existence, to any person or entity.
16. No Admissions. Nothing contained in this Agreement or the General
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Releases incorporated herein shall be considered an admission by either party of
any wrongdoing under any Federal, state or local statute, public policy, tort
law, contract law, common law or otherwise.
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17. No Third Party Claims. Each party represents and warrants that no
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other person or entity has, or to the best knowledge of such party claims, any
interest in any potential claims, demands, causes of action, obligations,
damages or suits released pursuant to this Agreement; that it or he is the owner
of all other claims, demands, causes of action, obligations, damages or suits so
released; that it or he has full and complete authority to execute this
Agreement; and that it or he has not sold, assigned, transferred, conveyed or
otherwise disposed of any claim, demand, cause of action, obligation or
liability subject to this Agreement and the General Releases contemplated
hereby.
18. Full Releases. Price and Spouse, on the one hand, and the Company, on
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the other hand, each agrees and acknowledges that the consideration received by
it or them for this Agreement and the General Releases incorporated herein, and
for the execution hereof and thereof, shall constitute full payment,
satisfaction, discharge, compromise and release of and from all matters for
which the other party has mutually released it or them herein and in such
General Releases
19. Expenses. ICF shall reimburse Price for all fees and expenses of
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Price's counsel incident to the negotiation of this Agreement, up to a maximum
of $1,000. The amount of such reimbursement shall be considered a payment in
cancellation of rights under the Executive Agreement. Except as provided in the
first sentence of this Section 19, each party shall pay its own costs incident
to the negotiation, preparation, performance, execution, and enforcement of this
Agreement, and all fees and expenses of its or his counsel, accountants, and
other consultants, advisors and representatives for all activities of such
persons undertaken in connection with this Agreement.
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20. No Third Party Beneficiaries. Except as expressly stated herein, the
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parties do not intend to make any person or entity who is not a party to this
Agreement a beneficiary hereof, and this Agreement should not be construed as
being made for the benefit of any person or entity not expressly provided for
herein.
21. Advice of Counsel. The parties acknowledge that they have been
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advised by competent legal counsel in connection with the execution of this
Agreement, that they have read each and every paragraph of this Agreement and
that they understand their respective rights and obligations. Price and Spouse
declare that they have completely read this Agreement, fully understand its
terms and contents, and freely, voluntarily and without coercion enters into
this Agreement.
22. Entire Agreement. This Agreement constitutes the entire agreement of
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the parties with respect to the subject matter hereof, and all prior
negotiations and representations are merged herein or replaced hereby.
23. Severability. If any provision of this Agreement is held illegal,
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invalid or unenforceable, such illegality, invalidity, or unenforceability shall
not affect any other provision hereof. Any such provision and the remainder of
this Agreement shall, in such circumstances, be deemed modified to the extent
necessary to render enforceable the remaining provisions hereof.
24. Governing Law. This Agreement shall be construed and enforced in
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accordance with the law of the Commonwealth of Virginia.
25. Releases and Effectiveness. This Agreement and General Releases in
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the forms attached hereto as Exhibits B and C, which are incorporated herein by
reference, have been executed by or on behalf of Price and Spouse, on the one
hand, and the Company, on the other
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hand, on the dates shown opposite their respective signatures below, and this
Agreement and such General Releases are effective as of the Effective Date.
26. Disputes. In the event that any dispute arises between the parties
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hereto pertaining to the subject matter of this Agreement and the parties are
unable to resolve such dispute within a reasonable time through negotiations,
the parties shall attempt to resolve such dispute pursuant to a mutually agreed
upon alternate dispute resolution mechanism. Such resolution of the dispute
shall be initiated by written notice given by one party to the other. If within
10 days after submission of such notice the parties have not agreed upon an
alternate dispute resolution mechanism, the dispute shall be submitted to
arbitration in Fairfax County, Virginia. In the event the parties are unable to
agree on an alternate dispute resolution mechanism and the dispute is to be
resolved pursuant to arbitration, each party shall appoint an arbitrator within
20 days after the original notice of the dispute, and the two arbitrators so
chosen shall promptly appoint a third arbitrator. If either party fails to name
an arbitrator as aforesaid, such arbitrator shall be designated by the American
Arbitration Association. If any arbitrator becomes disabled, resigns or is
otherwise unable to discharge the arbitrator's duties, the arbitrator's
successor shall be appointed in the same manner as such arbitrator was
appointed. The parties shall not be permitted to conduct discovery in connection
with the arbitration, and, subject only to the availability of the arbitrators,
the arbitration hearing shall be held within 30 days after appointment of the
third arbitrator. Except as aforesaid, the arbitration shall be conducted under
the applicable rules of the American Arbitration Association. Any determination
of the arbitrators shall be binding and conclusive upon the parties hereto.
Application may be made by either party to any court having jurisdiction thereof
for judicial
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confirmation of any determination by the arbitrators and/or for an order of
enforcement of any such decision.
27. Counterparts. This Agreement may be executed in counterparts, all of
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which shall be considered one and the same agreement, and shall become effective
on the Effective Date.
IN WITNESS WHEREOF, Xxxxx X. Xxxxx and Xxxxxxxxx Xxxxx, on the one hand,
and ICF Xxxxxx International, Inc., on the other hand, have executed this
Agreement.
ICF Xxxxxx International, Inc. XXXXX X. XXXXX XXXXXXXXX XXXXX
By: __________________________ ______________________ _____________________
Dated: April 27, 1999 Dated: April 27, 1999 Dated: April 27, 1999
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EXHIBIT A
PRESS RELEASE
EXHIBIT B
GENERAL RELEASE
Each of XXXXX X. XXXXX and his wife, XXXXXXXXX XXXXX, on behalf of
themselves and their heirs, successors, agents, executors, administrators,
attorneys and assigns, in consideration of the terms of the Agreement effective
as of April 30, 1999 by and between ICF Xxxxxx International, Inc. ("ICF") and
the two of us (the "Agreement") and the execution of a General Release
("Release") by ICF, with effect as of April 30, 1999, hereby release and forever
discharge ICF and any and all of its present, former and future affiliated
entities, subsidiaries, departments, officers, directors, employees,
representatives, agents, attorneys, successors and assigns, from any and all
claims and causes of action (whether known or unknown) which either or us have
against them, in law or equity, relating to or arising under: Federal, Virginia,
or other state or local law; any employment contract or related agreements; any
employment statute or regulation; any employment discrimination law, including
but not limited to Title VII of the Civil Rights Act of 1964, as amended, and
the Age Discrimination in Employment Act of 1967, as amended; the Employee
Retirement Income Security Act of 1974, as amended; any other Federal, state, or
local civil rights, pension or labor law; contract law; tort law; and common
law, including but not limited to wrongful discharge or misrepresentation or
infliction of emotional distress; provided, however, that neither of us release
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ICF from any of its obligations under the Agreement and/or under the terms of an
employee benefit plan, program or arrangement (other than any such plan, program
or arrangement providing for the payment of severance benefits). For purposes of
this Release, ICF shall be deemed to include each and every one of its
affiliated entities described in the Agreement.
Each of us further agrees not to xxx or otherwise institute or cause to be
instituted or in any way voluntarily participate in the prosecution of any
complaints or charges against any persons or entities released herein in any
Federal, state, District of Columbia or other court, administrative agency or
other forum concerning any claims released herein.
Except as required by law or as necessary to fulfill the terms of the
Agreement or this Release, or as necessary in connection with personal business
or tax affairs (in which case disclosure shall be on a confidential basis to the
extent practicable), each of us agree not to disclose the terms or provisions of
this Release, or the fact of its existence, to any person or entity.
Each of us understands and agrees that nothing contained in this Release is
to be considered an admission by ICF of any wrongdoing under any Federal, state,
or local statute, public policy, tort law, contract law, or common law.
Each of us acknowledges that we have been advised to consult with an
attorney prior to executing this Release. Each of us further acknowledge that we
have been given a period of at least twenty-one (21) days within which to
consider and execute this Release, unless we voluntarily choose to execute this
Release before the end of the said twenty-one (21) day period. Once executed, we
understand that we have seven (7) days following the execution of this Release
to revoke it, and that this Release is not effective or enforceable until after
said seven (7) day period.
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Each of us acknowledges that each has read this Release, that we understand
it, and that each is executing it freely and voluntarily. Each of us further
understands that once this Release becomes effective (after the seven (7) day
revocation period), it can only be altered, revoked or rescinded with the
express written permission of ICF.
Each of us further acknowledges and agrees that, in the event either of us
exercise our revocation rights within the specified seven-day period, all rights
and obligations under this Release and the Agreement will become null and void.
This Release is executed in connection with, and is subject to terms of,
the Agreement.
Date: April 27, 1999
______________________
Xxxxx X. Xxxxx
______________________
Xxxxxxxxx Xxxxx
SUBSCRIBED AND SWORN to before me this ____ day of April 27, 1999.
______________________
Notary
My commission expires:
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ELECTION TO EXECUTE
PRIOR TO EXPIRATION OF
TWENTY-ONE DAY CONSIDERATION PERIOD
I, Xxxxx X. Xxxxx, understand that I have at least twenty-one (21) days
within which to consider and execute the above General Release. However, after
consulting counsel, I have freely and voluntarily elected to execute the General
Release before the twenty-one (21) day period has expired.
Date: April 27, 1999 __________________________
Xxxxx X. Xxxxx
I, Xxxxxxxxx Xxxxx, understand that I have at least twenty-one (21) days
within which to consider and execute the above General Release. However, after
consulting counsel, I have freely and voluntarily elected to execute the General
Release before the twenty-one (21) day period has expired.
Date: April 27, 1999 __________________________
Xxxxxxxxx Xxxxx
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EXHIBIT C
GENERAL RELEASE
ICF Xxxxxx International, Inc. ("ICF"), on behalf of ICF and all of its
current, former or future affiliated entities, subsidiaries, departments,
officers, directors, employees, representatives, agents, attorneys, successors
and assigns, in consideration of the terms of the Agreement effective as of
April 30, 1999 by and between Xxxxx X. Xxxxx ("Price") and Xxxxxxxxx Xxxxx
("Spouse"), on the one hand, and ICF, on the other hand, (the "Agreement") and
the execution of a General Release ("Release") by Price and Spouse, with effect
as of April 30, 1999, hereby releases and forever discharges Price and Spouse
and their heirs, successors, agents, executors, administrators, attorneys and
assigns, from any and all claims and causes of action (whether known or unknown)
which ICF has against them, in law or equity, relating to or arising under:
Federal, Virginia or other state or local law; any employment contract; any
employment statute or regulation, contract law, tort law; and common law,
including but not limited to actions for fraud and breach of contract; provided,
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however, that ICF does not hereby release Price and Spouse from any of their
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obligations under the Agreement.
ICF will not xxx or otherwise institute or cause to be instituted or in any
way voluntarily participate in the prosecution of any complaints or charges
against Price or Spouse or the other persons released herein in any Federal,
state, District of Columbia, or other court, administrative agency or other
forum concerning any claims released herein.
Except as required by law or as necessary to fulfill the terms of the
Agreement or this Release, or as necessary in connection with ICF's business,
legal or tax affairs (in which case disclosure shall be on a confidential basis
to the extent practicable), ICF agrees not to disclose the terms or provisions
of this Release, or the fact of its existence, to any person or entity
(including employees of ICF).
ICF understands and agrees that nothing contained in this Release is to be
considered an admission by Price or Spouse of any wrongdoing under any Federal,
state, or local statute, public policy, tort law, contract law, or common law.
ICF acknowledges that this Release can be altered, revoked or rescinded
only with the express written permission of Price and Spouse.
This Release is executed in connection with, and is subject to the terms
of, the Agreement.
ICF XXXXXX INTERNATIONAL, INC.
Date: April 27, 1999 By:________________________________
Its Duly Authorized Representative
SUBSCRIBED AND SWORN to before me this ______ day of April 1999.
_______________________
Notary
My commission expires:
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EXHIBIT D
STRATEGIC PLANNING COMMITTEE
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Overview
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Under the direction of Xxxxx Xxxxx, the Strategic Planning Committee will:
1. Provide an evaluation of the remaining E&C lines of business.
2. Make recommendations as to what lines of business the Company should
focus on or de-emphasize, as the case may be.
3. Recommend targeted line of business opportunities not presently being
pursued, or not being pursued with sufficient vigor, that are consistent with
the Company's current operational structure and financial position.
4. Suggest potential customer-specific targeted business development
opportunities in which Xxxxx Xxxxx will play a lead role.
5. Develop performance guidelines by which to measure the Company's
performance and progress toward meeting industry standards.
Evaluation of Current Lines of Business
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The Committee will evaluate the Company's current lines of business,
including an analysis of the following factors:
1. Recent (1997, 1998, 1/st/ Quarter 1999) profitability
2. Current performance
3. Strength of backlog and "pipeline"
4. Working capital requirements
5. Current market perception of Company - including historical strengths
6. Strengths/weaknesses of existing personnel
7. Overview of domestic and international customer/market growth
prospects
8. Recommendation for enhanced performance and growth
Prioritization of Existing Business Opportunities
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Based on the evaluation of the Company's existing lines of business as
described above, the Committee will formulate recommendations for areas of
emphasis and de-emphasis among the Company's current lines of business. The
analysis will include suggestions for domestic/international business mix,
government private business mix, engineering versus construction management, and
areas in which the Company should strive to become a leading turnkey services
provider. This evaluation should include recommended action plans for each
existing line of business.
Targeted Lines of Business Development
--------------------------------------
The Committee will identify business activities consistent with the
Company's strengths and financial position that are not presently being pursued,
or not being pursued with sufficient vigor. This analysis will focus on new
lines of business opportunities that take advantage of the Company's current
strengths with little or no investment. The Committee will identify potential
domestic and international strategic alliances that could expand business
opportunities with little or not cash investment.
Targeted Customer-Specific Development Opportunities
----------------------------------------------------
Mr. Price has a wealth of contacts in the E&C business, and with the
assistance of other Committee members, Mr. Price will formulate plans as to how
the Company may take advantage of those contacts. This will include specific
action plans for each potential targeted customer, including identification of
individuals within the Company who should assist Mr. Price in follow-up
activities.
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Performance Guidelines
----------------------
The Committee will recommend yardsticks by which the Company should measure
its performance and progress toward achieving industry standards. For example,
the Committee may formulate recommendations as to overhead/indirect expense
levels, business development expenditures, target margin pricing guidelines,
etc.
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