EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 19th day of
March, 2001, between SFBC International, Inc., a Delaware corporation (the
"Company") and Xxxx Xxxxxxx, MD (the "Executive").
WHEREAS, in its business, the Company has acquired and developed
certain trade secrets, including but not limited to proprietary processes, sales
methods and techniques, and other like confidential business and technical
information including but not limited to technical information, design systems,
pricing methods, pricing rates or discounts, process, procedure, formula, design
of computer software, or improvement, or any portion or phase thereof, whether
patented or unpatentable, that is of any value whatsoever to the Company, as
well as certain unpatented information relating to the Company's services,
information concerning proposed new services, market feasibility studies,
proposed or existing marketing techniques or plans (whether developed or
produced by the Company or by any other entity for the Company), other
Confidential Information, as defined by Section 8, and information about the
Company's executives, officers, and directors, which necessarily will be
communicated to the Executive by reason of her employment by the Company; and
WHEREAS, the Company has strong and legitimate business interests in
preserving and protecting its investment in the Executive, its trade secrets and
Confidential Information, and its substantial relationships with vendors, and
Customers, as defined, actual and prospective; and
WHEREAS, the Company desires to preserve and protect its legitimate
business interests further by restricting competitive activities of the
Executive during the term of this Agreement and following (for a reasonable
time) termination of this Agreement; and
WHEREAS, the Company desires to employ the Executive and to ensure the
continued availability to the Company of the Executive's services, and the
Executive is willing to accept such employment and render such services, all
upon and subject to the terms and conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Executive agree as follows:
1. Representations and Warranties. The Executive hereby
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represents and warrants to the Company that she (i) is not subject to any
written nonsolicitation or noncompetition agreement affecting her employment
with the Company (other than any prior agreement with the Company), (ii) is not
subject to any written confidentiality or nonuse/nondisclosure agreement
affecting her employment with the Company (other than any prior agreement with
the Company), and (iii) has brought to the Company no trade secrets,
confidential business information, documents, or other personal property of a
prior employer.
2. Term of Employment.
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(a) Term. The Company hereby employs the Executive, and the
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Executive hereby accepts employment with the Company for a period commencing on
the date of this Agreement and ending three years from the date of this
Agreement.
(b) Continuing Effect. Notwithstanding any termination of this
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Agreement except for termination under Section 6(b), at the end of the Term or
otherwise, the provisions of Sections 7 and 8 shall remain in full force and
effect and the provisions of Section 8 shall be binding upon the legal
representatives, successors and assigns of the Executive.
3. Duties.
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(a) General Duties. The Executive shall serve as the president,
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chief operating officer and secretary of the Company and president, chief
executive officer, secretary and treasurer of South Florida Kinetics, Inc., with
duties and responsibilities that are customary for such executives. The
Executive shall also perform services for such subsidiaries as may be necessary.
The Executive shall use her best efforts to perform her duties and discharge her
responsibilities pursuant to this Agreement competently, carefully and
faithfully. In determining whether or not the Executive has used her best
efforts hereunder, the Executive's and the Company's delegation of authority and
all surrounding circumstances shall be taken into account and the best efforts
of the Executive shall not be judged solely on the Company's earnings or other
results of the Executive's performance.
(b) Devotion of Time. Subject to the last sentence of this
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Section 3(b), the Executive shall devote all of her time, attention and energies
during normal business hours (exclusive of periods of sickness and disability
and of such normal holiday and vacation periods as have been established by the
Company) to the affairs of the Company. The Executive shall not enter the employ
of or serve as a consultant to, or in any way perform any services with or
without compensation to, any other persons, business or organization without the
prior consent of the board of directors of the Company. Notwithstanding the
above the Executive shall be permitted to devote a limited amount of her time,
without compensation, to professional, charitable or similar organizations.
(c) Location of Office. The Executive's principal business office
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shall be at the Company's Miami, Florida clinic. However, the Executive's job
responsibilities shall include all business travel necessary to the performance
of her job.
(d) Adherence to Inside Information Policies. The Executive
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acknowledges that the Company is publicly-held and, as a result, has implemented
inside information policies designed to preclude its executives and those of its
subsidiaries from violating the federal securities laws by trading on material,
non-public information or passing such information on to others in breach of any
duty owed to the Company its parent or any third party. The Executive shall
promptly execute any agreements generally distributed by the Company to its
employees requiring such employees to abide by its inside information policies.
4. Compensation and Expenses.
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(a) Salary. For the services of the Executive to be rendered
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under this Agreement, the Company shall pay the Executive an annual salary of
$300,000 (the "Base Salary") retroactive to January 1, 2001. The Base Salary
shall be increased each year by an amount equal to the greater of (i) 3% in
excess of the prior year's Base Salary, or (ii) the cost of living increase
based upon the Consumer Price Index calculated upon the commencement of each
year of the Agreement using the prior month as the measuring month published by
the Bureau of Labor Statistics (or similar successor index). The Consumer Price
Index increase calculation shall be calculated as follows:
Commencing with the one year anniversary of the commencement
of the term and the beginning of each year thereafter during
the term of this Agreement, the Executive's annual salary
shall be adjusted in accordance with the Consumer Price
Index, all Urban Consumers issued by the Bureau of Labor
Statistics of the U.S. Department of Labor using the years
1982-84 as a base of 100 (the "Index"). At the commencement
of the second year, and of each year thereafter, the
Executive's adjusted Base Salary shall be multiplied each
year by a fraction, the numerator of which shall be the
published Index number for the month preceding the
commencement of the new year, i.e., March 2002, and the
denominator of which shall be the published Index number for
the month of February 2001. The resulting increase to the
Executive's Base Salary shall be added to the prior year's
Base Salary and become a part thereof for the current year.
In the event that the Index herein referred to ceases to be
published during the term of this Agreement, or if a
substantial change is made in the method of establishing such
index, then the determination of the adjustment in the
Executive's compensation shall be made with the use of such
conversion factor, formula or table as may be published by
the Bureau of Labor Statistics, or if none is available, the
parties shall accept comparable statistics on the cost of
living in the United States as shall then be computed and
published by an agency of the United States, or if not by a
respected financial periodical selected by the Company.
(b) Incentive Bonus. If the Company's net pre tax income for
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fiscal 2001, 2002, or 2003, is at least $2,000,000, $2,500,000, and $3,000,000
respectively (as applicable), the Company shall pay a bonus to the Executive of
5% of such net pre tax income. In no event shall the total bonus paid to the
Executive exceed 100% of her base salary for such fiscal year. In determining
the Company's annual net pre-tax income, there shall be excluded therefrom any
extraordinary income or expenses as defined by generally accepted accounting
principles. The bonus shall be paid within five days after the Company has
received audited financial statements for the appropriate year.
(c) Discretionary Bonus. The Executive shall be eligible to
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receive an annual bonus in an amount to be determined by the Compensation
Committee based on any criteria or factors the Compensation Committee deems
appropriate.
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(d) Stock Options. The Executive shall receive 50,000 stock
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options to purchase the Company's common stock under the Company's 1999 Stock
Option Plan pursuant to a separate stock option agreement, subject to
stockholder approval of an amendment to the Plan.
(e) Expenses. In addition to any compensation received pursuant
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to Section 4(a) and (b), the Company will reimburse or advance funds to the
Executive for all reasonable travel, entertainment and miscellaneous expenses
incurred in connection with the performance of her duties under this Agreement,
provided that the Executive properly provides a written accounting of such
expenses to the Company in accordance with the Company's practices. Such
reimbursement or advances will be made in accordance with policies and
procedures of the Company in effect from time to time relating to reimbursement
of or advances to Executive officers.
5. Benefits.
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(a) Vacation and Sick Leave. For each 12-month period during
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the Term, the Executive shall be entitled to four weeks of vacation without loss
of compensation or other benefits to which she is entitled under this Agreement,
to be taken at such times as the Executive may select and the affairs of the
Company may permit. The Executive shall be entitled to sick leave each year.
(b) Employee Benefit Programs. The Employee is entitled to
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participate in any pension, 401(k), insurance or other employee benefit plan
that is maintained by the Company for its executives, including programs of life
and medical insurance and reimbursement of membership fees in professional
organizations.
(c) Insurance. The Company shall continue to pay the premiums
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on the existing $1,000,000 life insurance policy and assign the benefits of the
policy to those person(s) or entity(ies) the Executive directs as
beneficiary(ies). The Company shall also pay premiums on the Company's medical
insurance policy covering Executive and pay the premiums or reimburse the
Executive for disability insurance covering the Executive's disability which
insurance shall have only a 30-day waiting period on disability insurance in an
amount equal to the maximum allowed by the insurance company.
(d) Travel to Scientific Shows or Conventions. Upon receipt of
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appropriate documentation, the Company shall reimburse the Executive for the
cost of two round trip coach airfare tickets for the Executive and her spouse,
if applicable, for attendance at scientific shows or conventions.
(e) Professional Dues. The Company shall reimburse the
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Executive for reasonable costs of professional licenses and dues related to her
employment.
(f) Automobile. The Company shall pay the Executive an
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automobile allowance of (i) $1,334 per month, and (ii) the cost of insurance for
such automobile.
6. Termination.
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(a) Death or Disability. Except as otherwise provided in this
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Agreement, it shall automatically terminate without act by any party upon the
death, or disability of the Executive. For purposes of this Section 6(a),
"disability" shall mean that for a period of 45 consecutive days or 90 aggregate
days in any 12-month period, the Executive is incapable of substantially
fulfilling the duties set forth in Section 3 because of physical, mental or
emotional incapacity resulting from injury, sickness or disease. In the event of
death of the Executive, the Executive's estate shall receive any unpaid, earned
compensation due the Executive and this Agreement shall terminate.
(b) Termination for Cause. The Company may terminate the
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Executive's employment pursuant to the terms of this Agreement at any time for
Cause (as defined below) by giving written notice of termination. Such
termination shall become effective upon the giving of such notice. Upon any such
termination for Cause, the Executive shall have no right to compensation, or
reimbursement under Section 4, or to participate in any Executive benefit
programs under Section 5, except as provided by law, for any period subsequent
to the effective date of termination. For purposes of this Section 6(b), "Cause"
shall mean:
(i) the Executive is convicted of a felony which is related to
the Executive's employment or the business of the Company; (ii) the Executive,
in carrying out her duties hereunder, has been found in a civil action to have
committed gross negligence or intentional misconduct resulting, in either case,
in material harm to the Company; or (iii) the Executive has been found in a
civil action to have materially breached any provision of Section 6 or Section 7
and to have caused material harm to the Company. The term "found in a civil
action" shall not apply until all appeals permissible under the applicable rules
of procedure or statutes have been determined and no further appeals are
permissible.
(c) Special Termination. In the event that (i) the Executive,
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with or without change in title or formal corporate action, shall no longer
exercise all of the duties and responsibilities and shall no longer possess
substantially all the authority set forth in Section 3; (ii) the Company
materially breaches this Agreement or the performance of its duties and
obligations hereunder; or (iii) any entity or person not now an executive
officer or director of the Company becomes either individually or as part of a
group the beneficial owner of 30% or more of the Company's common stock, the
Executive, by written notice to the Company, may elect to deem the Executive's
employment hereunder to have been terminated by the Company without cause, in
which event the Executive shall be entitled at the time of termination to
compensation equal to an amount of three years Base Salary under this Agreement
and benefits payable pursuant to Section 5 herein for such three-year period and
all of Executive's remaining unvested options, if any, shall vest immediately
upon such termination. In such event, the Executive, by written notice to the
Company, may elect to refuse all further obligations of the Company under
Sections 4 and 5 and to release the Company with respect thereto, in which event
the Company shall release the Executive from the provisions of Section 7.
7. Non-Competition Agreement.
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(a) Competition with the Company. Until termination of her
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employment and for a period of 12 months commencing on the date of termination,
the Executive, directly or
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indirectly, in association with or as a stockholder, director, officer,
consultant, employee, partner, joint venturer, member or otherwise of or through
any person, firm, corporation, partnership, association or other entity, shall
not compete with the Company or any of its affiliates that are competitive with
the products by working as a principal investigator for a clinical research
company within any metropolitan area in the United States; provided, however,
the foregoing shall not prevent Executive from accepting employment with an
enterprise engaged in two or more lines of business, one of which is the same or
similar to the Company's business (the "Prohibited Business") if Executive's
employment is totally unrelated to the Prohibited Business; provided, further,
the foregoing shall not prohibit Executive from owning up to 5% of the
securities of any publicly-traded enterprise provided Executive is not an
executive, director, officer, consultant to such enterprise or otherwise
reimbursed for services rendered to such enterprise.
(b) Solicitation of Customers. During the periods in which the
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provisions of Section 7(a) shall be in effect, the Executive, directly or
indirectly, will not seek Prohibited Business from any Customer (as defined
below) on behalf of any enterprise or business other than the Company, refer
Prohibited Business from any Customer to any enterprise or business other than
the Company or receive commissions based on sales or otherwise relating to the
Prohibited Business from any Customer, or any enterprise or business other than
the Company. For purposes of this Agreement, the term "Customer" means any
person, firm, corporation, partnership, association or other entity to which the
Company or any of its affiliates sold or provided goods or services during the
24-month period prior to the time at which any determination is required to be
made as to whether any such person, firm, corporation, partnership, association
or other entity is a Customer, or who or which was approached by or who or which
has approached an employee of the Company for the purpose of soliciting business
from the Company or the third party, as the case may be.
(c) No Payment. The Executive acknowledges and agrees that no
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separate or additional payment will be required to be made to her in
consideration of her undertakings in this Section 7.
8. Non-Disclosure of Confidential Information.
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(a) Confidential Information. Confidential Information
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includes, but is not limited to, trade secrets as defined by the common law and
statute in Florida or any future Florida statute, processes, policies,
procedures, techniques, designs, drawings, know-how, show-how, technical
information, specifications, computer software and source code, information and
data relating to the development, research, testing, costs, marketing and uses
of the Services (as defined herein), the Company's budgets and strategic plans,
and the identity and special needs of Customers, databases, data, all
technology relating to the Company's businesses, systems, methods of operation,
client or Customer lists, Customer information, solicitation leads, marketing
and advertising materials, methods and manuals and forms, all of which pertain
to the activities or operations of the Company, names, home addresses and all
telephone numbers and e-mail addresses of the Company's executives, former
executives, clients and former clients. In addition, Confidential Information
also includes Customers and the identity of and telephone numbers, e-mail
addresses and other addresses of executives or agents of Customers (each a
"Contact Person") who are the persons with whom the Company's executives and
agents communicate in the ordinary course of business. Confidential Information
also includes, without limitation, Confidential Information
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received from the Company's subsidiaries and affiliates. For purposes of this
Agreement, the following will not constitute Confidential Information (i)
information which is or subsequently becomes generally available to the public
through no act of the Executive, (ii) information set forth in the written
records of the Executive prior to disclosure to the Executive by or on behalf of
the Company which information is given to the Company in writing as of or prior
to the date of this Agreement, and (iii) information which is lawfully obtained
by the Executive in writing from a third party (excluding any affiliates of the
Executive) who did not acquire such confidential information or trade secret,
directly or indirectly, from Executive or the Company. As used herein, the term
"Services" shall include all formulations, foods, drugs and medical devices for
which the Company has performed any clinical or pre-clinical research, testing,
protocol design, data management, medical writing or other, during the term of
Executive's employment.
(b) Legitimate Business Interests. The Executive recognizes
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that the Company has legitimate business interests to protect and as a
consequence, the Executive agrees to the restrictions contained in this
Agreement because they further the Company's legitimate business interests.
These legitimate business interests include, but are not limited to (i) trade
secrets as defined in Section 8(b), (ii) valuable confidential business or
professional information that otherwise does not qualify as trade secrets
including all Confidential Information; (iii) substantial relationships with
specific prospective or existing Customers or clients; (iv) customer or client
goodwill associated with the Company's business; and (v) specialized training
relating to the Company's technology, methods and procedures.
(c) Confidentiality. For a period of three years following
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termination of employment, the Confidential Information shall be held by the
Executive in the strictest confidence and shall not, without the prior written
consent of the Company, be disclosed to any person other than in connection with
the Executive's employment by the Company. The Executive further acknowledges
that such Confidential Information as is acquired and used by the Company or its
affiliates is a special, valuable and unique asset. The Executive shall exercise
all due and diligence precautions to protect the integrity of the Company's
Confidential Information and to keep it confidential whether it is in written
form, on electronic media or oral. The Executive shall not copy any Confidential
Information except to the extent necessary to her employment nor remove any
Confidential Information or copies thereof from the Company's premises except to
the extent necessary to her employment and then only with the authorization of
an officer of the Company. All records, files, materials and other Confidential
Information obtained by the Executive in the course of her employment with the
Company are confidential and proprietary and shall remain the exclusive property
of the Company or its customers, as the case may be. The Executive shall not,
except in connection with and as required by her performance of her duties under
this Agreement, for any reason use for her own benefit or the benefit of any
person or entity with which she may be associated or disclose any such
Confidential Information to any person, firm, corporation, association or other
entity for any reason or purpose whatsoever without the prior written consent of
an Executive officer of the Company (excluding the Executive, if applicable).
9. Equitable Relief.
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(a) The Company and the Executive recognize that the
services to be rendered under this Agreement by the Executive are special,
unique and of extraordinary character, and that
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in the event of the breach by the Executive of the terms and conditions of this
Agreement or if the Executive, without the prior consent of the board of
directors of the Company, shall leave her employment for any reason and take any
action in violation of Section 7 or Section 8, the Company shall be entitled to
institute and prosecute proceedings in any court of competent jurisdiction
referred to in Section 9(b) below, to enjoin the Executive from breaching the
provisions of Section 7 or Section 8. In such action, the Company shall not be
required to plead or prove irreparable harm or lack of an adequate remedy at law
or post a bond or any security.
(b) Any action must be commenced in Miami-Dade County, Florida.
The Executive and the Company irrevocably and unconditionally submit to the
exclusive jurisdiction of such courts and agree to take any and all future
action necessary to submit to the jurisdiction of such courts. The Executive and
the Company irrevocably waive any objection that they now have or hereafter
irrevocably waive any objection that they now have or hereafter may have to the
laying of venue of any suit, action or proceeding brought in any such court and
further irrevocably waive any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Final
judgment against the Executive or the Company in any such suit shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment, a
certified or true copy of which shall be conclusive evidence of the fact and the
amount of any liability of the Executive or the Company therein described, or by
appropriate proceedings under any applicable treaty or otherwise.
10. Conflicts of Interest. While employed by the Company, the
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Executive shall not, except for Xxx Pharmaceutical, Inc., or its successors, or
unless approved by the Compensation Committee of the Board of Directors,
directly or indirectly:
(a) participate as an individual in any way in the benefits of
transactions with any of the Company's suppliers or Customers, including,
without limitation, having a financial interest in the Company's suppliers or
Customers, or making loans to, or receiving loans, from, the Company's suppliers
or Customers;
(b) realize a personal gain or advantage from a transaction in
which the Company has an interest or use information obtained in connection with
the Executive's employment with the Company for the Executive's personal
advantage or gain; or
(c) accept any offer to serve as an officer, director, partner,
consultant, manager with, or to be employed in a technical capacity by, a person
or entity which does business with the Company.
11. Inventions, Ideas, Processes, and Designs. All inventions, ideas,
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processes, programs, software, and designs (including all improvements) (i)
conceived or made by the Executive during the course of her employment with the
Company (whether or not actually conceived during regular business hours) and
for a period of six months subsequent to the termination or expiration of such
employment with the Company and (ii) related to the business of the Company,
shall be disclosed in writing promptly to the Company and shall be the sole and
exclusive property of the Company. An invention, idea, process, program,
software, or design including an improvement) shall be deemed related to the
business of the Company if (a) it was made with the Company's equipment,
supplies, facilities, or Confidential Information, (b) results
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from work performed by the Executive for the Company, or (c) pertains to the
current business or demonstrably anticipated research or development work of the
Company. The Executive shall cooperate with the Company and its attorneys in the
preparation of patent and copyright applications for such developments and, upon
request, shall promptly assign all such inventions, ideas, processes, and
designs to the Company. The decision to file for patent or copyright protection
or to maintain such development as a trade secret shall be in the sole
discretion of the Company, and the Executive shall be bound by such decision.
The Executive shall provide as a schedule to this Employment Agreement, a
complete list of all inventions, ideas, processes, and designs, if any, patented
or unpatented, copyrighted or non-copyrighted, including a brief description,
which she made or conceived prior to her employment with the Company and which
therefore are excluded from the scope of this Agreement.
12. Indebtedness. If, during the course of the Executive's employment
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under this Agreement, the Executive becomes indebted to the Company for any
reason, the Company may, if it so elects, set off any sum due to the Company
from the Executive and collect any remaining balance from the Executive unless
the Executive has entered into a written agreement with the Company.
13. Assignability. The rights and obligations of the Company under
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this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the Company, provided that such successor or assign shall acquire
all or substantially all of the securities or assets and business of the
Company. The Executive's obligations hereunder may not be assigned or alienated
and any attempt to do so by the Executive will be void.
14. Severability.
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(a) The Executive expressly agrees that the character, duration
and geographical scope of the non-competition provisions set forth in this
Agreement are reasonable in light of the circumstances as they exist on the date
hereof. Should a decision, however, be made at a later date by a court of
competent jurisdiction that the character, duration or geographical scope of
such provisions is unreasonable, then it is the intention and the agreement of
the Executive and the Company that this Agreement shall be construed by the
court in such a manner as to impose only those restrictions on the Executive's
conduct that are reasonable in the light of the circumstances and as are
necessary to assure to the Company the benefits of this Agreement. If, in any
judicial proceeding, a court shall refuse to enforce all of the separate
covenants deemed included herein because taken together they are more extensive
than necessary to assure to the Company the intended benefits of this Agreement,
it is expressly understood and agreed by the parties hereto that the provisions
of this Agreement that, if eliminated, would permit the remaining separate
provisions to be enforced in such proceeding shall be deemed eliminated, for the
purposes of such proceeding, from this Agreement.
(b) If any provision of this Agreement otherwise is deemed to
be invalid or unenforceable or is prohibited by the laws of the state or
jurisdiction where it is to be performed, this Agreement shall be considered
divisible as to such provision and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from
either
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of the parties to the other. The remaining provisions of this Agreement shall be
valid and binding and of like effect as though such provision were not included.
15. Notices and Addresses. All notices, offers, acceptance and any
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other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery, by facsimile delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:
To the Company: SFBC International, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
With a Copy to: Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxx, P.A.
0000 Xxxx Xxxxx Xxxxx Xxxx.
Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
Facsimile (000) 000-0000
To the Executive: Xxxx Xxxxxxx, M.D.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000
Facsimile: (000) 000-0000
or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.
16. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.
17. Attorney's Fees. In the event that there is any controversy or
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claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorney's fee, costs and expenses.
18. Governing Law. This Agreement and any dispute, disagreement, or
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issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided therein or performance
shall be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.
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19. Entire Agreement. This Agreement constitutes the entire Agreement
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between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.
20. Additional Documents. The parties hereto shall execute such
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additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.
21. Section and Paragraph Headings. The section and paragraph
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headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
22. Arbitration. Except for a claim for equitable relief, any
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controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Miami-Dade County, Florida (unless the parties agree in writing
to a different location), before three arbitrators in accordance with the rules
of the American Arbitration Association then in effect. In any such arbitration
proceeding the parties agree to provide all discovery deemed necessary by the
arbitrators. The decision and award made by the arbitrators shall be final,
binding and conclusive on all parties hereto for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date and year first above written.
SFBC International, Inc.
___________________________ By: ____________________________
Xxxxxx Xxxxxxx,
Chief Executive Officer
___________________________
Executive:
___________________________ By: ____________________________
Xxxx Xxxxxxx, M.D.
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