EXHIBIT 5
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") made as of the 13th day of
August, 1997 UNIFORCE SERVICES, INC., a New York corporation hereinafter called
the "Employer," and Xxxxxxxx Xxxxxxxxxx, hereinafter called the "Employee", who
resides at the address set forth under her signature hereto.
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Employer has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with COMFORCE CORPORATION, a Delaware corporation
("Parent"), and COMFORCE COLUMBUS, INC., a New York corporation ("Subsidiary"),
wherein Subsidiary is to acquire the Employer; and
WHEREAS, Employer has employed Employee as its Chief Operating Officer
under the terms of an Amended and Restated Employment Agreement dated as of May
1, 1993 (the "Existing Agreement"), as amended by letter agreements dated
September 30, 1993, December 8, 1995 and January 1, 1997 and as supplemented by
a letter agreement dated January 11, 1996, as amended by letter agreement dated
August 13, 1997, and by a letter agreement dated February 21, 1996
(collectively, the "1996 Letter Agreement"); and
WHEREAS, among other things, Parent and Subsidiary have conditioned
their execution and delivery of the Merger Agreement upon the execution and
delivery of this Agreement;
WHEREAS, Employer and Employee wish to enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, and it is hereby agreed as follows:
1. The Employee is hereby engaged to work as President of
Employer or in such other executive capacity as is from time to time designated
by the Board of Directors of Employer from time to time. In connection with the
Employee's employment by the Employer, the Employee shall be based at the
offices of the Employer located in or about Boca Raton, Florida, it being
understood that Employee shall travel to and spend time at other offices of
Employer as reasonably required by Employer.
2. The effective date of this Agreement (the "Effective Date")
shall be the date on which Parent, directly or indirectly, has acquired at least
51% of the issued and outstanding stock of Employer, and Employee's employment
hereunder shall continue for a period of two (2) years thereafter unless and
until terminated as hereinafter provided (the "Initial Term"). After the Initial
Term, Employee's employment hereunder shall continue on a year-to-year basis
unless and until terminated as hereinafter provided. This Agreement shall be
null and void and of no further force or effect in the event the Merger
Agreement is terminated in accordance with its terms unless prior to such
termination Subsidiary or another subsidiary of Parent has acquired at least 51%
of the issued and outstanding stock of Employee. Until the Effective Date, the
Existing Agreement, as amended, and the 1996 Letter Agreement shall continue to
be in full force and effect.
3. The Employer agrees as follows:
(a) To employ Employee as described in Section 1 hereof.
(b) To pay the Employee a base salary (the "Base Salary") at
the rate of One Hundred Fifty Thousand Dollars ($150,000.00) per year payable in
accordance with the Employer's pay schedule practices generally in effect for
its executive employees.
(c) To pay the Employee supplemental pay ("Supplemental Pay")
at the rate of Ninety Thousand Dollars ($90,000.00) per year payable in
accordance with the Employer's pay schedule practices generally in effect for
its executive employees.
(d) To pay Employee a one-time bonus in the amount of Ten
Thousand Dollars ($10,000.00) if Employee continues to be employed by and work
full-time for Employer six (6) months after the Effective Date.
(e) To pay Employee the $25,000 bonus described in Section
6.13 of the Disclosure Schedule (as defined in the Merger Agreement) to the
extent such bonus has not been previously paid.
(f) That the Employee shall receive such other incidental
benefits of employment, such as insurance, pension plan participation, and
vacation, as are provided generally to the Employer's other executive officers
and will be eligible in the sole discretion of the Employer's Board for
discretionary bonuses.
(g) To reimburse the Employee for business expenses incurred
in connection with conducting and promoting the business and affairs of the
Employer, subject to reasonable limitations and restrictions set by the Employer
from time to time. Submission of business expenses for reimbursement must
conform to the Internal Revenue Code.
(h) To cause Parent to grant the Employee as of the Effective
Date an incentive stock option to purchase fifty thousand (50,000) shares of
common stock of Parent. The purchase price or "strike price" per share shall be
equal to the closing price of a share of such stock on the American Stock
Exchange on the Effective Date and the option shall not be exercisable at the
time of grant and shall vest and become exercisable for one-quarter of the
initial number of shares subject to the option if the Employee is employed by
the Employer six months after the Effective Date, for one-quarter of the initial
number of shares subject to the option if the Employee is employed by the
Employer on the first anniversary of the Effective Date and for the remaining
shares subject to the option if the Employee is employed by the Employer on the
second anniversary of the Effective Date.
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(i) To pay the Employee incentive compensation and sales
compensation as set forth in paragraphs 6 and 7.
4. The Employee agrees as follows:
(a) To devote Employee's full business time and entire
business skill, labor and attention to said employment, that Employee will not
engage in any other business during working hours without the prior written
consent of Employer (it being understood that Employee may without the prior
written consent of the Employer, on Employee's own time when she is not required
to provide services to Employer, finish and promote the book referred to in
subparagraph (b) of this paragraph) and that Employee will promptly and
faithfully do and perform all services pertaining to said position that are or
may hereafter be reasonably required of Employee by the Employer consistent with
Employee's officership and the provisions hereof during the term hereof.
(b) That any inventions, discoveries, improvements, or works
which are conceived, first reduced to practice, made, developed, suggested by,
or created in anticipation of, in the course of or as a result of work done by
Employee under this Agreement or during her prior employment with Employer shall
become the absolute property of the Employer, and the Employee further agrees
that all such inventions, discoveries, improvements, creations, or works, and
all letters patent or copyrights that may be obtained therefor, shall be the
property of the Employer, and the Employee agrees that she will promptly execute
any and all applications, assignments or other instruments which the Employer
shall deem necessary or useful to vest said patents or copyrights in the
Employer without any other or additional consideration to the Employee than
herein expressed, other than reimbursement of out-of-pocket expenses incurred in
connection therewith. Notwithstanding the foregoing, it is understood and agreed
that Employee is in the process of writing a book giving advice to job seekers
that is to be submitted to a book agent. That book shall not be subject to this
paragraph.
(c) To the extent permitted by applicable law, Employer may
set-off against any wages or other compensation due the Employee, any amounts
owed by the Employee to the Employer including, but not limited to, money due to
the Employer because of salary or bonus advances, excess payments, or damage to
or loss of the Employer's physical or intellectual property due to Employee's
violation of the terms hereof.
5. (a) Employer and Employee shall have the right to terminate
the employment of Employee as set forth in this Section 5.
(b) If Employee becomes disabled during the Initial Term
because of sickness, physical or mental disability, or any other reason so that
Employee is unable to perform Employee's duties hereunder, Employer agrees to
continue Employee's salary during such disability for a period of up to ninety
(90) continuous days. These benefits may be provided in whole or in part by a
policy of disability insurance. Immediately following such period, if Employee
continues to be unable to perform Employee's duties hereunder, Employee's
employment shall be terminated and Employee
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shall thereafter receive only (i) such amounts as are earned (including, without
limitation, any accrued and earned or otherwise due but unpaid bonus, incentive
compensation or additional sales compensation) or otherwise due to Employee
under this Agreement prior to the date of such termination, (ii) incentive
compensation payable to Employee for any portion of a fiscal year occurring
prior to the termination as provided in paragraph 6 and (iii) any additional
sales compensation payable pursuant to paragraph 7 hereof as a result of
Employee's actions prior to termination, and no further consideration or
compensation shall be owed by Employer to Employee hereunder.
(c) The employment of Employee shall automatically terminate
upon the death of the Employee. Upon such termination, Employee's estate shall
receive only such amounts as are earned (including, without limitation, any
accrued and earned or otherwise due but unpaid bonus, incentive compensation or
additional sales compensation) or otherwise due to Employee under this Agreement
prior to the date of Employee's death, and thereafter no further consideration
or compensation shall be owed by Employer to Employee or to Employee's estate.
(d) The Employer may immediately terminate Employee's
employment under this Agreement during the Initial Term by giving Employee
written notice of such termination upon the occurrence of any of the following
events (termination for any such reason being referred to herein as termination
for "Cause"): (i) repeated failure or refusal of Employee to implement or follow
the reasonable written policies or written directions of the Employer provided
that Employer shall have notified Employee in writing a reasonable period of
time prior to the termination of such willful failure or refusal and further
provided that Employee's failure or refusal is not based upon Employee's belief,
in good faith, as expressed to Employer in writing, that the implementation
thereof would be unlawful; (ii) intentional wrongful conduct by Employee which
results or which the Board of Directors of Employer reasonably concludes could
reasonably be expected to result in a material adverse effect (financial or
otherwise) to the business of Employer including without limitation any matters
described in clause (iii) below, whether or not a conviction is obtained
therefor; (iii) conviction of the Employee of a crime involving disloyalty,
dishonesty, embezzlement, fraud or the like; (iv) misappropriation of the
Employer's funds or misuse of the Employer's assets by the Employee; or (v)
material breach of this Employment Agreement by Employee. Upon termination for
Cause as defined in this paragraph 5 or as a result of Employee's resignation
for any reason whatsoever, Employee shall receive only such amounts as are
earned or otherwise due to her under this Agreement to the date of such
termination, and thereafter no further consideration shall be owed by Employer
to Employee.
(e) The Employer may terminate Employee's employment under
this Agreement without Cause by giving Employee written notice of termination.
In such case, Employer's sole obligation to Employee shall be to pay Employee
any amounts earned or otherwise due (including, without limitation, any accrued
and earned or otherwise due but unpaid bonuses, incentive compensation or
additional sales compensation) to Employee under this Agreement prior to the
date of such termination plus, if and only if the termination occurs during the
Initial Term, a severance payment in an amount equal to the Base Salary and
Supplemental Pay payable to Employee hereunder
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for the lesser of (i) one (1) year or (ii) the period of time from the date of
termination until the end of the Initial Term, which amount shall be payable in
equal installments over such period of time in accordance with the Employer's
regular payroll practices for salaried employees. Employee shall not be entitled
to any such severance payment in the event Employee's employment has terminated
without Cause at any time after the end of the Initial Term.
6. (a) Employer agrees to pay the Employee incentive compensation
as set forth in this Section for each fiscal year during the term of Employee's
employment hereunder. In the event of any termination of Employee's employment
hereunder that is not the result of embezzlement or other similar criminal
conduct by Employee or of an event of Cause that was intended to or did
materially overstate the results of operation of any of Employer's businesses
(including without limitation, in the event of termination as a result of death
or disability), Employee shall be entitled to receive incentive compensation
otherwise payable hereunder with respect to the fiscal year of the termination
multiplied by a fraction, the numerator of which is the number of days of the
fiscal year occurring prior to the termination and the denominator of which is
365.
(b) The incentive compensation payable under this Section 6
shall be in an amount equal to 5% of the Managed Pre-Tax Operating Income (as
defined herein) in excess of $2,500,000 (the "First Target"), but not in excess
of $3,000,000 (the "Second Target"), plus 1% of such income in excess of the
Second Target. Notwithstanding the foregoing, to the extent the results of any
subsidiaries or business units of Employer that were accounted for in
determining Managed Pre-Tax Operating Income are no longer accounted for in such
determination, the First Target and Second Target (collectively, the "Targets")
shall be reduced on a pro rata basis based on the proportion of Employer's total
pre-tax operating income for its immediately preceding fiscal year represented
by the results of such subsidiaries and business units. In addition, if Employee
and Employer mutually agree that Employee shall be responsible for the
management of any business units or operations that are added to Employer's
business after the Effective Date, the Targets (as well as the maximum amount of
interest expense permitted to be accounted for in calculating Managed Pre-Tax
Operating Income pursuant to clause (i)(E) of subparagraph (c) of this
paragraph) shall be adjusted as agreed upon by the parties. Employee shall be
entitled to receive incentive compensation for the Employer's 1997 fiscal year
based on entire year results even though this Agreement was not in effect during
the entire fiscal year, reduced by the amount of any and all incentive
compensation paid to Employee with respect to the 1997 fiscal year under the
Existing Agreement, as amended, with respect to the portion of the fiscal year
occurring prior to the Effective Date.
(c) For purposes of this paragraph 6, "Managed Pre-Tax
Operating Income" shall mean the consolidated earnings of the Employer and its
direct and indirect subsidiaries existing on the date hereof and such other
subsidiaries as are from time to time added by mutual agreement of the parties
to the business units and operations with respect to which Employee has
management responsibilities, (i) before (A) deduction of, or allowance or
provision for, taxes based on income, (B) deduction of, or allowance or
provision for, the incentive compensation and sales compensation payable
pursuant to Section 6 or Section 7 of this Agreement, incentive compensation
payable to Xxxx Xxxxxxx based upon income or profits of Employer and payments
made to Employee under the
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1996 Letter Agreement or to Xxxxx Xxxxxxxxxx under substantially similar
agreements with Employer, (C) amortization of good will arising from and
charges, costs and expenses relating to the transactions contemplated by the
Merger Agreement, (D) any extraordinary gain or loss and (E) deduction of or
provision for interest expense in excess of $600,000 for such fiscal year and
(ii) excluding the results of subsidiaries or business units managed not managed
by Employee, it being understood that after the Effective Date, subject to the
power of the Board of Employer to restructure in the Board's discretion
Employer's operations, Employee will manage all of the business units and
subsidiaries of Employer in existence on the date of this Agreement. It is
understood that (i) in calculating Managed Pre-Tax Operating Income, interest
expense as used in Clause (E) above shall include only interest expense that
relates directly to subsidiaries and business units, the results of which are
the basis for calculating Managed Pre-Tax Operating Income, and (ii) the term
extraordinary gain or loss shall include any damages, settlements or awards
attributable to lawsuits to which the Employer or any of its subsidiaries is a
party. To the extent the Board of Employer exercises its power to restructure
Employer's operations and, as a result thereof, Employee ceases to manage a
business unit or operation in the middle of a fiscal year, Managed Pre-Tax
Operating Income shall be calculated so it includes a pro rata portion of the
results of the business unit or operation, pro rated based on the portion of the
fiscal year during which it was managed by Employee (and any adjustment to the
Target contemplated by subparagraph (b) of this paragraph shall be subject to a
similar proration for that fiscal year).
(d) The amount of any incentive compensation to which Employee
becomes entitled pursuant to this Agreement shall be payable as follows: within
forty-five (45) days after the end of the each of the first three (3) fiscal
quarters of each full fiscal year of the Employer, the Employer shall make an
estimated payment of incentive compensation to Employee on the basis of the
Employer's unaudited pre-tax operating income in respect of the period from the
beginning of the fiscal year to the close of such quarter. Estimated payments
shall be made in amounts such that at the end of each of the first three (3)
fiscal quarters of the Employer's fiscal year, Employee shall have received an
amount equal to 50% of the incentive compensation to which she would be entitled
based upon the Employer's pre-tax operating income in respect of the period then
ended, after consideration of all prior estimated payments made in respect of
such fiscal year. Within one hundred twenty (120) days after the end of each
fiscal year, the actual amount of incentive compensation, if any, to which
Employee is entitled pursuant hereto for such fiscal year shall be computed and
the amount by which such incentive compensation exceeds the aggregate estimated
payments made for such fiscal year shall be paid to Employee. In the event,
however, that such aggregate estimated payments exceed the incentive
compensation to which Employee is entitled, upon notification from the Employer,
Employee shall forthwith repay the Employer the amount of such excess.
(e) Except as otherwise expressly provided by this Agreement,
the determination of pre-tax operating income shall be made in accordance with
generally accepted accounting principles applied on a consistent basis.
7. Employee shall also be entitled to receive, as additional
sales compensation, one percent (1%) of the sales of offices of businesses
acquired after the Effective Date by the Employer
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or any subsidiary thereof (the "Acquired Offices") located within the United
States of America and its territories during the one-year period following the
acquisition of the acquired business (regardless of whether Employee's
employment hereunder shall terminate for any reason during any such one-year
period other than as the result of embezzlement or other similar criminal
conduct by Employee or of an event of Cause that was intended to or did
materially overstate the results of operation of any of Employer's businesses,
in which case no further sales compensation shall be payable); provided,
however, that (i) additional sales compensation shall be payable with respect to
an Acquired Office only if (A) the opportunity to purchase the Acquired Office
was brought to the attention of Employer or Parent solely by Employee without
the assistance of any broker, finder or other employee of Employer or Parent or
other subsidiaries of Parent and was not previously brought to the attention of
Employer or Parent by any other party and (B) Employee has used her reasonable
best efforts to assist Employer in connection with the acquisition of the
Acquired Office; (ii) the term "Acquired Office" shall include offices of an
acquired business added to its operations in the ordinary course of its business
during the one-year period following the acquisition of such business; and (iii)
additional sales compensation in respect of Acquired Offices shall only be
payable with respect to sales of Acquired Offices derived from sales of product
lines offered by the Acquired Offices at the date of the acquisition of the
acquired business.
8. The Employee recognizes that the methods employed in the
Employer's business are such as have and will place the Employee in close
business and personal relationship with the Employer's clients and customers. It
is therefore agreed that in the event of a termination of this Agreement for any
reason whatsoever, the Employee will not for a period of two (2) years from the
date of termination of this Agreement, either directly or indirectly on
Employee's own account or as agent, stockholder, owner, employer, employee, or
otherwise, solicit any business from the then Clients of the Employer or from
potential Clients of the Employer that Employee may have contacted or been
assigned to at any time during Employee's period of employment. For purposes of
this paragraph and paragraphs 9 and 10, the term "Employer" shall mean any
corporation or other business entity directly or indirectly controlled by
Parent, for which Employee is requested to perform services.
9. The Employee further agrees that the Employee will not for a
period of two (2) years from the date of termination of employment for any
reason engage, either directly or indirectly on Employee's own account or as
agent, stockholder, owner, employer, employee, or otherwise, in a business which
is the same as or substantially similar to the Business (as defined herein) (i)
within the United States or (ii) within any other country in which Employer
conducts any portion of the Business during the term of Employee's employment
under this Employment Agreement, if Employee manages the conduct of the portion
of the Business in the other country for Employer or, in connection with
Employee's performance of its duties for Employer, has meaningful involvement in
the operation of the portion of the Business in the other country. For purposes
of this Agreement, the term "Business" shall mean (i) technical or non-technical
staffing, consulting and outsourcing services, vendor-on-premises services,
staffing needs analysis, "telecommuting" staffing services, and payrolling, and
related financial support and billing and accounting, services, and (ii) any
other business that Employer operates which Employee manages for Employer or in
which Employee has
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meaningful involvement in performing Employee's duties under this Agreement.
Notwithstanding the foregoing, this paragraph shall not be deemed to prevent
Employee's ownership of not more than 5% of a publicly traded entity.
10. (a) Employee agrees that Employee shall not for a period of
two (2) years after termination of employment for any reason, contact or
approach either directly or indirectly for Employee's own individual purposes or
those of another, any employee of Employer, without regard to his/her location,
for the purpose of attempting to or actually soliciting or hiring that employee
on Employee's own account or on the account of another.
(b) The Employee further agrees that the covenants contained
in paragraphs 8, 9 and 10 are reasonable as to geographic space, time and scope,
protect the legitimate interests of the Employer and present no undue hardship
to the Employee. Employee hereby waives any defenses which contest the
reasonableness of the covenants contained in paragraphs 8, 9 and 10. If
nonetheless a court of competent jurisdiction believes under the circumstances
that the covenants are too broad, or unreasonable or unenforceable, in whole or
in part, said court may modify the covenants so that same are enforceable to the
maximum extent permissible by law.
(c) It is the intent of the parties that each of paragraphs 8,
9 and 10 be a separate and distinct promise and that unenforceability of any one
paragraph shall have no effect on the enforceability of another.
11. Employee agrees that should either party seek to enforce or
determine its rights through legal or judicial proceedings because of any act of
the Employee which the Employer believes to be in contravention of paragraph 8,
9 or 10 (collectively, the "Covenant"), the Covenant period shall be extended
for a time period equal to the period necessary to obtain judicial enforcement
of the Employer's rights hereunder. The Covenant period shall commence upon the
date of termination of employment as contained in a notice of termination or
resignation.
12. The Employee recognizes and agrees that from time to time
certain confidential information will be made available to the Employee by the
Employer or by the Employer's clients or customer to assist the Employee in
Employee's job and that Employee possesses such information by virtue of
Employee's conduct and participation in the business of Employer prior to the
date hereof. Employee recognizes and agrees that such confidential information
possessed by Employee or which has been or will be compiled, created, and
maintained by special effort and expense of the Employer or by the Employer's
clients or customers and which is not generally available to the trade or the
public at large is a trade secret of Employer and agrees that such information
disclosed or known to the Employee remains at all times the property of the
Employer and/or the Employer's Clients and further, the Employee agrees that
such information shall not (except as required by law or court order) be
divulged by the Employee either during Employee's employment or after
termination for any reason whatsoever. The Employee shall upon such termination
promptly upon request deliver to the Employer's designated representative all
such confidential or proprietary information in her possession and any abstracts
therefrom or information developed on the basis
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thereof. The foregoing shall not apply to any confidential information which has
become available to the general public other than as a result of disclosure by
Employee in violation of this Agreement.
13. Employee further agrees not to utilize or make available any
such knowledge or confidential information either directly or indirectly in
connection with the establishment of an enterprise similar to that of the
Employer or that will compete with Employer, or in connection with the
solicitation, acceptance, or conduct of employment with any other person or
entity.
14. (a) Those paragraphs which by their nature are intended to
survive termination of this Agreement, including without limitation paragraph
4(b), 4(c), 8, 9, 10, 11, 12 and 13 shall survive termination of this Agreement.
In addition, all obligations of the Employer to make payments hereunder shall
survive any termination of this Agreement on the terms set forth herein.
(b) It is understood and agreed by and between the parties
hereto that the rights and privileges granted to Employer by Employee under
paragraphs 8, 9, 10, 11, 12 and 13, are of a special, unique and extraordinary
character, which gives them a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in any action at law, and that a
breach by Employee of any of the provisions contained in this Agreement will
cause Employer great and irreparable injury and damage. Employee hereby
expressly agrees that Employer shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach of this
Agreement by Employee. This provision shall not, however, be construed as a
waiver of any of the rights which Employer may have for damages or otherwise.
15. (a) This Agreement supersedes all prior agreements between the
parties other than the 1996 Letter Agreement, which continues to be in full
force and effect, and this Agreement and the 1996 Letter Agreement constitute
and express the entire agreement of the parties hereto in reference to the
employment of the Employee by the Employer and in reference to any of the
matters or things herein provided for or hereinbefore discussed or mentioned in
reference to such employment, all promises, representations, and understandings
relative thereto being herein merged. Nothing herein shall be deemed to
terminate any right Employee has under the Existing Agreement, as amended, to
receive compensation for periods occurring prior to the Effective Date. It is a
condition precedent to the obligations of the parties hereto that the Effective
Date shall have occurred.
(b) No oral arrangements have been made between the parties
hereto. This Agreement may be amended only by a writing signed by both parties.
16. The Employee represents and warrants that the Existing
Agreement, as amended by the amendments described in the recitals hereto, the
1996 Letter Agreement, and any stock option grants made to Employee, are the
sole agreements in effect relating to the employment of Employee and
compensation therefor and that, at the time of the signing of this Agreement,
Employee knows of no written or oral contract to which he is a party or of any
other impediment which would inhibit or prohibit the employment herein provided
for and that the Employee will not knowingly utilize any
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trade secret, company confidential information, or other intellectual property
right of another party in the performance of the Employee's duties hereunder.
17. The rights and obligations of the Employee and the Employer
under this Agreement shall inure to the benefit of and shall be binding upon
their successors and assigns. The Employee may not assign Employee's obligations
under this Agreement.
18. (a) This Agreement shall be construed in accordance with the
laws of the State of New York.
(b) Any dispute, controversy or claim arising out of or
relating to this Agreement or to any breach or alleged breach hereof shall, upon
the request of the Employer or the Employee, unless and to the extent an
injunction or other equitable relief is requested, be submitted to and settled
by arbitration in the City of New York, New York pursuant to the rules then in
effect of the American Arbitration Association (or at any other place or under
any other form of arbitration mutually acceptable to the Employer and the
Employee). Disputes shall be arbitrated in accordance with the American
Arbitration Association's rules. Any award rendered shall be final and
conclusive upon the parties, and a judgment may be entered in the highest court,
state or federal, having jurisdiction. The expenses of arbitration shall be paid
as directed by the arbitrator.
19. All notices shall be deemed to have been given or served only
if in writing, and shall be personally delivered (and shall be deemed given when
delivered if personally delivered) or sent by U.S. certified mail, postage
pre-paid, return receipt requested (and shall be deemed given five (5) days
after mailing if sent by certified mail), or by Federal Express or other private
express delivery or courier service (and shall be deemed given on the scheduled
delivery date if sent by courier), if to Employer at 0000 Xxxxxx Xxxxxx, Xxxx
Xxxxxxx, Xxx Xxxx 00000, Attn: Chief Executive Officer, or at such other address
as Employer may direct, and if to Employee, at the address set forth under
Employee's signature or at such other address as Employee may direct.
20. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
21. Employee hereby agrees to hold confidential and not disclose
to any person the terms of this Agreement (other than the terms of paragraphs 8,
9, 10, 11, 12 and 13, terms disclosed publicly by any party other than Employee
or as required by law) without the express written consent of the Employer.
Employee acknowledges that Employer does not intend to permit any such
disclosure except to the extent the same may be necessary to comply with any
reporting obligations imposed by governmental authority, generally accepted
accounting procedures or otherwise by law.
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IN WITNESS WHEREOF, the parties have signed this Agreement on
the date first above written.
UNIFORCE SERVICES, INC.
By: /s/ Xxxx Xxxxxxx
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Title: President
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/s/ Xxxxxxxx Xxxxxxxxxx
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Xxxxxxxx Xxxxxxxxxx
Address:
23359D S.W. 00 Xxx
Xxxx Xxxxx, XX 00000
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