EXHIBIT 10.2
Director/Officer
Indemnification Agreement
This Indemnification Agreement (this "Agreement") is made and
entered into as of _____________, 2008, between Patriot Transportation
Holding, Inc., a Florida corporation (the "Company "), and [ ]
("Director/Officer").
Recitals
Whereas, it is essential to the Company to retain and attract
talented and experienced persons as directors and officers;
Whereas, Director/Officer is an officer and/or director of the
Company;
Whereas, both the Company and Director/Officer recognize the
increased risk of litigation and other claims being asserted against
directors and officers of public companies;
Whereas, the Articles of Incorporation of the Company (the
"Articles") require the Company to indemnify and advance expenses to
its directors and officers in accordance with the laws of the State of
Florida;
Whereas, Director/Officer has been serving and intends to
continue serving as a director and/or officer of the Company in part in
reliance on this Agreement;
Whereas, in recognition of the increased difficulty in attracting
and retaining the most capable persons as directors and officers and
Director/Officer's need for (i) substantial protection against personal
liability based on Director/Officer's reliance on the Articles, (ii)
specific contractual assurance that the protection promised by the
Articles will be available to Director/Officer, regardless of, among
other things, any amendment to or revocation of the Articles or any change
in the composition of the Board of Directors of the Company (the "Board")
or acquisition transaction relating to the Company, and (iii) an inducement
to continue to provide effective services to the Company as a director
and/or officer thereof, the Company believes it is in the best interests of
the Company and its shareholders to provide for the indemnification of and
the advancing of expenses to Director/Officer to the fullest extent (whether
partial or complete) permitted by law and as set forth in this Agreement,
and, to the extent insurance is maintained, for the continued coverage of
Director/Officer under the Company's directors' and officers' liability
insurance policies;
Now, therefore, in consideration of the promises and as an
inducement to Director/Officer to serve as a director or officer of the
Company directly or, at its request, of another enterprise, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Certain Definitions. In addition to terms defined
elsewhere herein, the following terms have the following meanings when used
in this Agreement:
(a) Affiliate: has the meaning set forth in Rule 12b-2
of the regulations promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act ").
(b) Change in Control: shall be deemed to have occurred
if an event set forth in any one of the following paragraphs shall have
occurred:
(1) Any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") becomes
the beneficial owner (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 15 percent or more of either (i) the then-outstanding
shares of common stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then-outstanding Voting
Securities of the Company (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not constitute a
Change of Control: (A) any acquisition directly from the Company, (B)
any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
Affiliate or (D) any acquisition by any corporation pursuant to a
transaction that complies with Sections 1(b)(3)(i), 1(b)(3)(ii) and
1(b)(3)(iii); or (E) acquisitions by Xxxxx Holdings, L.P., Xxxxxx X. Xxxxx,
Xxxx X. Xxxxx XX or Xxxxxxxx X. Xxxxx XX of additional Common Stock that do
not cause their aggregate beneficial ownership to exceed eighty percent
(80%) of the Outstanding Common Stock;
(2) Any time at which individuals who, as of the date
hereof, constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board;
(3) Consummation of a reorganization, merger, statutory
share exchange or consolidation or similar transaction involving the
Company or any of its Subsidiaries, a sale or other disposition of all or
substantially all of the assets of the Company, or the acquisition of
assets or stock of another entity by the Company or any of its Subsidiaries
(each, a "Business Combination"), in each case unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities that were the beneficial owners of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more
than 50 percent of the then-outstanding shares of
common stock (or, for a non-corporate entity, equivalent securities) and
the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors (or, for a
non-corporate entity, equivalent governing body), as the case may be, of
the entity resulting from such Business Combination (including, without
limitation, an entity that, as a result of such transaction, owns the
Company or all or substantially all of the Company's assets either
directly or through one or more Subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding
any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 35 percent or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination, and (iii) at least a majority
of the members of the board of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board
providing for such Business Combination; or
(4) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, in the event of any disposition
of all or substantially all of the assets of the Company pursuant to a
spin-off, split-up or similar transaction (a "Spin-off"), such Spin-off
shall not be deemed a Change of Control if, immediately following the
Spin-off, the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, 100 percent of the outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election
of directors of the entities resulting from such transaction, in
substantially the same proportions as their ownership, immediately prior
to such transaction, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities; provided, that if another Business
Combination involving any resulting entity occurs in connection with or
following a Spin-off, such Business Combination shall be analyzed
separately for purposes of determining whether a Change of Control has
occurred.
(c) Claim: means any threatened, asserted, pending or
completed claim, action, suit or proceeding, or any hearing, inquiry or
investigation, whether instituted by the Company or any governmental
agency or any other party, that Director/Officer in good faith believes
might lead to the institution of any such claim, action, suit or
proceeding, whether civil, criminal, administrative,
investigative or other, including any arbitration or other alternative
dispute resolution
mechanism.
(d) Company: includes, in addition to Patriot
Transportation Holding, Inc., any Subsidiary of Patriot Transportation
Holding, Inc., and any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which Patriot
Transportation Holding, Inc. (or any of its wholly owned subsidiaries)
is a party which, if its separate existence had continued, would have
had power and authority to indemnify its directors or officers, so that
if Director/Officer is or was a director or officer of such constituent
corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, Director/Officer shall stand in
the same position under the provisions of this Agreement with respect to
the resulting or surviving corporation as Director/Officer would have
with respect to such constituent corporation if its separate existence
had continued.
(e) Expenses: include attorneys' fees and all other
costs, expenses and obligations (including experts' fees, court costs,
retainers, transcript fees, duplicating costs, printing and binding
costs, as well as telecommunications, postage and courier charges)
paid or incurred in connection with investigating, defending, settling,
being a witness in or participating in (including on appeal), or
preparing to investigate, defend, be a witness in or participate in,
any Claim relating to any Indemnifiable Event.
(f) Indemnifiable Amounts: means any and all Expenses,
liability, loss and damages (including judgments, fines, penalties, ERISA
excise taxes and amounts paid in settlement and all interest, assessments
or other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties, excise taxes or amounts paid in
settlement) arising out of or resulting from any Claim relating to an
Indemnifiable Event.
(g) Indemnifiable Event: means any event or occurrence,
whether occurring before or after the date of this Agreement, related to
the fact that Director/Officer is or was or is claimed to be an officer
and/or director or fiduciary of the Company, or is or was serving at the
request of the Company as a director, officer, employee, trustee, agent
or fiduciary of another corporation, limited liability company,
partnership, joint venture, employee benefit plan, trust or other entity
or other enterprise, or by reason of anything done or not done by
Director/Officer in any such capacity, or by reason of the fact that
Director/Officer personally guaranteed any obligation of the Company.
(h) Independent Legal Counsel: means an attorney or
firm of attorneys, selected in accordance with the provisions of Section
3, who is experienced in matters of corporate law and who shall not have
otherwise performed services for
the Company within the last five years. Such Independent Legal Counsel
shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest
in representing Director/Officer in any action to determine Director/
Officer's rights under this Agreement.
(i) Other enterprise or another enterprise: means any
other corporation or any partnership, joint venture, trust, employee
benefit plan or enterprise of which such person is or was serving at the
request of the Company as a director, officer, employee or agent.
(j) Reviewing Party: means any appropriate person or
body consisting of a member or members of the Board, any other person or
body appointed by the Board who is not a party to the particular Claim
for which Director/Officer is seeking indemnification, or Independent
Legal Counsel.
(k) Subsidiary: means any corporation, partnership or
other entity or organization of which more than 50% of the outstanding
voting securities or other ownership interests having by their terms
ordinary voting power to elect a majority of the board of directors is
directly or indirectly owned or controlled by the Company, by one or
more of its Subsidiaries (as defined in the preceding clause) or by the
Company and any one or more of its Subsidiaries.
(l) Voting Securities: means any securities of the
Company which vote generally in the election of directors.
2. Basic Indemnification Arrangement; Advancement of
Expenses.
(a) In the event Director/Officer was, is or becomes a
party to or witness or other participant in, or is threatened to be made
a party to or witness or other participant in, a Claim by reason of (or
arising in part out of) an Indemnifiable Event, the Company shall
indemnify Director/Officer to the fullest extent permitted by law as soon
as practicable but in any event no later than thirty (30) days after
written demand is presented to the Company, against any and all
Indemnifiable Amounts.
(b) If so requested by Director/Officer, the Company
shall advance (within two business days of such request) any and all
Expenses incurred by Director/Officer (an "Expense Advance "). The
Company shall, in accordance with such request (but without duplication),
either (i) pay such Expenses on behalf of Director/Officer, or (ii)
reimburse Director/Officer for such Expenses. Director/Officer's right to
an Expense Advance is absolute and shall not be subject to any prior
determination by the Reviewing Party that Director/Officer has satisfied
any applicable standard of conduct for indemnification.
(c) Notwithstanding anything in this Agreement to the
contrary, Director/Officer shall not be entitled to indemnification or
any Expense Advances pursuant to this Agreement (i) in connection with
any Claim initiated by Director/Officer
against the Company or any director or officer of the Company unless (x)
the Company has joined in or the Board has authorized or consented to the
initiation of such Claim or (y) the Claim is one to enforce Director/
Officer's rights under this Agreement or (ii) on account of any suit in
which judgment is rendered against Director/Officer pursuant to Section
16(b) of the Exchange Act for an accounting of profits made from the
purchase or sale by the Director/Officer of securities of the Company.
(d) Notwithstanding the foregoing, (i) the
indemnification obligations of the Company under Section 2(a) shall be
subject to the condition that the Reviewing Party shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Section 3 hereof is involved) that Director/Officer would
not be permitted to be indemnified under applicable law, and (ii) the
obligation of the Company to make an Expense Advance pursuant to Section
2(b) shall be subject to the condition that, if, when and to the extent
that the Reviewing Party determines that Director/Officer would not be
permitted to be so indemnified under applicable law, the Company shall
be entitled to be reimbursed by Director/Officer (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid (it being
understood and agreed that the foregoing agreement by Director/Officer
shall be deemed to satisfy any requirement that Director/Officer provide
the Company with an undertaking to repay any Expense Advance if it is
ultimately determined that Director/Officer is not entitled to
indemnification under applicable law); provided, however, that if Director
/Officer has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Director/
Officer should be indemnified under applicable law, any determination
made by the Reviewing Party that Director/Officer would not be permitted
to be indemnified under applicable law shall not be binding and Director/
Officer shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto
(as to which all rights of appeal therefrom have been exhausted or lapsed).
Director/Officer's undertaking to repay such Expense Advances shall be
unsecured and interest-free. If there has not been a Change in Control,
the Reviewing Party shall be selected by the Board, and if there has been
a Change in Control, the Reviewing Party shall be the Independent Legal
Counsel referred to in Section 3 hereof. If there has been no
determination by the Reviewing Party or if the Reviewing Party determines
that Director/Officer substantively would not be permitted to be
indemnified in whole or in part under applicable law, Director/Officer
shall have the right to commence litigation in any court in the States
of Florida having subject matter jurisdiction thereof and in which
venue is proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect
thereof, including the legal or factual bases therefor, and the Company
hereby consents to service of process and to appear in any such
proceeding. The basis of such indemnification by virtue of a court
determination shall be a determination by such court that indemnification
of Director/Officer is proper in the circumstances because Director/Officer
has met the applicable standard of conduct. Neither a contrary
determination in the specific case under this Section 2(d) nor the absence
of any determination hereunder shall be a defense to such application or
create a presumption that Director/Officer has not met any applicable
standard of conduct. Notice of any
application for indemnification pursuant to this Section 2(d) shall be
given to the Company promptly upon the filing of such application. If
successful, in whole or in part, Director/Officer shall also be entitled
to be paid the Expenses of prosecuting such application. Any
determination by the Reviewing Party otherwise shall be conclusive and
binding on the Company and Director/Officer.
3. Change in Control. The Company agrees that if
there is a Change in Control of the Company then with respect to all
matters thereafter arising concerning the rights of Director/Officer
to indemnity payments and Expense Advances under this Agreement or any
other agreement, applicable law, or the Articles now or hereafter in
effect relating to indemnification for Indemnifiable Events, the Company
shall seek legal advice only from Independent Legal Counsel selected by
Director/Officer and approved by the Company (which approval shall not be
unreasonably delayed, conditioned or withheld). Such counsel, among other
things, shall render its written opinion to the Company and Director/Officer
as to whether and to what extent Director/Officer would be permitted to be
indemnified under applicable law. The Company agrees to pay the reasonable
fees of the Independent Legal Counsel referred to above and to indemnify
fully such counsel against any and all expenses (including attorneys' fees),
claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.
4. Indemnification for Additional Expenses. The Company
shall indemnify Director/Officer against any and all Expenses and, if
requested by Director/Officer, shall provide such Expense Advances to
Director/Officer subject to and in accordance with Section 2(b), which are
incurred by Director/Officer in connection with any action brought by
Director/Officer for (i) indemnification or payment of Expense Advances by
the Company under this Agreement or the Articles now or hereafter in effect
and/or (ii) recovery under any directors' and officers' liability insurance
policies maintained by the Company, regardless of whether Director/Officer
ultimately is determined to be entitled to such indemnification, Expense
Advance or insurance recovery, as the case may be.
5. Partial Indemnity, Etc. If Director/Officer is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Expenses or other Indemnifiable
Amounts in respect of a Claim but not, however, for the total amount
thereof, the Company shall nevertheless indemnify Director/Officer for
the portion thereof to which Director/Officer is entitled. Moreover,
notwithstanding any other provision of this Agreement, to the extent that
Director/Officer has been successful on the merits or otherwise in defense
of any or all Claims relating in whole or in part to an Indemnifiable
Event or in defense of any issue or matter therein, including dismissal
without prejudice, Director/Officer shall be indemnified against all
Expenses incurred in connection therewith.
6. Witness Expenses. The Company agrees to compensate
Director/Officer for the reasonable value of Director/Officer's time spent,
and to reimburse Director/Officer
for all Expenses incurred by Director/Officer, in connection with being
a witness, or if Director/Officer is threatened to be made a witness,
with respect to any Claim involving the Company to which Director/Officer
is not a party.
7. Burden of Proof. In connection with any
determination by the Reviewing Party or otherwise as to whether Director/
Officer is entitled to be indemnified hereunder, the Reviewing Party or
court shall presume that Director/Officer has satisfied the applicable
standard of conduct and is entitled to indemnification, and the burden
of proof shall be on the Company to establish, by clear and convincing
evidence, that Director/Officer is not so entitled.
8. Reliance as Safe Harbor. For purposes of this
Agreement, Director/Officer shall be deemed to have acted in good faith
and in a manner Director/Officer reasonably believed to be in or not
opposed to the best interests of the Company, if Director/Officer's
actions or omissions are based on the records or books of account of the
Company or another enterprise, or on information supplied to such person
by the officers of the Company or another enterprise in the course of
their duties, or on the advice of legal counsel for the Company or another
enterprise or on information or records given or reports made to the
Company or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable
care by the Company or another enterprise. In addition, the knowledge
and/or actions, or failures to act, of any director, officer, agent or
employee of the Company shall not be imputed to Director/Officer for
purposes of determining the right of indemnity hereunder. The provisions
of this Section 8 shall not be deemed to be exclusive or to limit in any
way the other circumstances in which Director/Officer may be deemed to
have met the applicable standard of conduct.
9. No Other Presumptions. For purposes of this
Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption
that Director/Officer did not meet any particular standard of conduct
or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a determination
as to whether Director/Officer has met any particular standard of
conduct or had any particular belief, nor an actual determination by
the Reviewing Party that Director/Officer has not met such standard of
conduct or did not have such belief, prior to the commencement of legal
proceedings by Director/Officer to secure a judicial determination that
Director/Officer should be indemnified under applicable law shall be a
defense to Director/Officer's claim or create a presumption that
Director/Officer has not met any particular standard of conduct or did
not have any particular belief.
10. Nonexclusivity, Etc. The rights of Director/
Officer hereunder shall be in addition to any other rights Director/
Officer may have under the Articles or applicable law or otherwise.
To the extent that a change in applicable law (whether by statute or
judicial decision) permits greater indemnification by agreement than
would be afforded currently
under the Articles or this Agreement, it is the intent of the parties
hereto that Director/Officer shall enjoy by this Agreement the greater
benefits so afforded by such change.
11. Liability Insurance. The Company shall maintain
an insurance policy or policies providing directors' and officers'
liability insurance meeting the requirements established by the Board
from time to time. Director/Officer shall be covered by such policy
or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any director or officer of the
Company, whether or not the Company would have the power to indemnify
Director/Officer against such liability under the provisions of this
Agreement or applicable law.
12. Period of Limitations. No legal action shall be
brought and no cause of action shall be asserted by or on behalf of
the Company (or any Affiliate of the Company) against Director/
Officer, Director/Officer's spouse, heirs, executors or personal or
legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of
action of the Company shall be extinguished and deemed released
unless asserted by the timely filing of a legal action within such
period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter
period shall govern.
13. Amendments, Etc. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver. Except as specifically
provided herein, no failure to exercise or any delay in exercising
any right or remedy hereunder shall constitute a waiver thereof.
14. Subrogation. In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Director/Officer, who
shall execute all papers reasonably required and shall do everything
that may be reasonably necessary to secure such rights, including the
execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.
15. No Duplication of Payments. The Company shall
not be liable under this Agreement to make any payment in connection
with any Claim made against Director/Officer to the extent Director/
Officer has otherwise actually received payment (under any insurance
policy, the Articles or otherwise) of the amounts otherwise
indemnifiable hereunder.
16. Defense of Claims. The Company shall be
entitled to participate in the defense of any Claim relating to an
Indemnifiable Event or to assume the defense thereof, with counsel
reasonably satisfactory to Director/Officer; provided that if
Director/Officer
believes, after consultation with counsel selected by Director/
Officer, that (i) the use of counsel chosen by the Company to
represent Director/Officer would present such counsel with an
actual or potential conflict of interest, (ii) the named parties
in any such Claim (including any impleaded parties) include both
the Company and Director/Officer and Director/Officer concludes
that there may be one or more legal defenses available to him or
her that are different from or in addition to those available to
the Company, or (iii) any such representation by such counsel would
be precluded under the applicable standards of professional conduct
then prevailing, then Director/Officer shall be entitled to retain
separate counsel (but not more than one law firm plus, if applicable,
local counsel in respect of any particular Claim) at the Company's
expense. The Company shall not waive any privilege or right available
to Director/Officer in any such Claim without Director/Officer's
prior written consent. The Company shall not be liable to Director/
Officer under this Agreement for any amounts paid in settlement of any
Claim relating to an Indemnifiable Event effected without the Company's
prior written consent. The Company shall not, without the prior written
consent of Director/Officer, effect any settlement of any Claim relating
to an Indemnifiable Event which Director/Officer is or could have been a
party unless such settlement solely involves the payment of money and
includes a complete and unconditional release of Director/Officer from
all liability on all claims that are the subject matter of such Claim.
Neither the Company nor Director/Officer shall unreasonably withhold
its or his or her consent to any proposed settlement; provided that
Director/Officer may withhold consent to any settlement that does not
provide a complete and unconditional release of Director/Officer. If
Director/Officer is the subject of or is implicated in any way during
any proceeding, the Company will share with Director/Officer any
information it has turned over to any third parties concerning the
investigation.
17. Binding Effect, Etc. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, (including any
direct or indirect successor by purchase, merger, consolidation or
otherwise to all, substantially all, or a substantial part, of the
business and/or assets of the Company), assigns, spouses, heirs,
executors and personal and legal representatives. The Company shall
require and cause any successor (whether direct or indirect by
purchase, merger, consolidation, or otherwise) to all or substantially
all of the business and/or assets of the Company, by written agreement
in form and substance satisfactory to Director/Officer and his or her
counsel, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform if no such succession had taken place. This Agreement shall
continue in effect regardless of whether Director/Officer continues to
serve as an officer and/or director of the Company or of any other
entity or other enterprise at the Company's request.
18. Security. To the extent requested by Director/
Officer and approved by the Company's Board of Directors, the Company
may at any time and from time to time provide security to Director/
Officer for the obligations of the Company hereunder through an
irrevocable bank line of credit, funded trust or other collateral or
by other means. Any
such security, once provided to Director/Officer, may not be revoked
or released without the prior written consent of such Director/Officer.
19. Severability. The provisions of this Agreement
shall be severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph or sentence)
are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable in any respect, and the validity and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired and shall
remain enforceable to the fullest extent permitted by law. Furthermore,
to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable.
20. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute
one and the same agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to
evidence the existence of this Agreement.
21. Headings. The headings of the sections and
paragraphs of this Agreement are inserted for convenience only and
shall not be deemed to constitute part of this Agreement or to affect
the construction or interpretation thereof.
22. Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State
of Florida applicable to contracts made and to be performed in such
state without giving effect to the principles of conflicts of laws.
[Signatures on Next Page]
In Witness Whereof, the parties hereto have executed this Agreement
as of the date first above written.
PATRIOT TRANSPORTATION HOLDING, INC.
By: ________________________________
Name:
Title:
Director/Officer
By: _________________________________
Name:
