EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 3rd day of
August, 1999, 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 9, 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 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.
(b) Term. The Company hereby employs the Executive,
and the Executive hereby accepts employment with the Company
for a period commencing on the date of this Agreement and
ending upon the earlier of (i) three years from the date of
the Company completing an initial public offering of its
securities ("IPO"), or (ii) five years from the date of this
Agreement. As used in this Agreement, the term IPO means the
closing of a registered public offering of securities in which
the Company receives gross proceeds of at least $6,900,000.
(b) Continuing Effect. Notwithstanding any termination of this
Agreement except for termination under Section 6(d), 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.
(d) General Duties. The Executive shall serve as the
president and chief operating officer of the Company and
president and chief executive officer 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.
(e) Devotion of Time. Subject to the last sentence of
this 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.
(f) Location of Office. The Executive's principal
business office 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
acknowledges that the Company currently intends to effect a public
offering of its securities in the future and become publicly-held and,
as a result, has implemented or will implement 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 or the parent to its executives
requiring such executives to abide by its inside information policies.
4. Compensation and Expenses.
(a) Salary. For the services of the Executive to be rendered
under this Agreement, the Company shall pay the Executive an annual
salary of $250,000 (the "Base Salary"). 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., August
2000, and the denominator of which shall be the published
Index number for the month of July 1999. 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
fiscal 1999, 2000, 2001, 2002, or 2003, is at least $1,000,000,
$1,500,000, $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
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.
(d) Stock Options. The Executive shall receive 100,000
incentive stock options to purchase the Company's common stock pursuant
to a separate stock option agreement under the Company's 1999 Stock
Option Plan.
(e) Expenses. In addition to any compensation received
pursuant 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.
(a) Vacation and Sick Leave. For each 12-month period during
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) Company Stock Option Plan. The Executive shall be entitled
to participate in the Company's Stock Option Plan.
(c) Insurance. The Company shall provide to Executive a
$1,000,000 life insurance policy. The Company shall pay the premiums on
the 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
appropriate documentation, the Company shall reimburse the Executive
for the cost of two round trip coach airfare tickets for the Executive
and her spouse for attendance at scientific shows or conventions.
(e) Professional Dues. The Company shall reimburse the
Executive for reasonable costs of professional licenses and dues
related to her employment.
(f) Automobile. The Company shall pay the Executive an
automobile allowance of (i) $1,334 per month, and (ii) the cost of
insurance for such automobile.
6. Termination.
(b) Death or Disability. Except as otherwise provided in this
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. For purposes of this
Section 6(a), any usage of drugs or alcohol as described in Section
6(b) shall not be defined as a disability, 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
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,
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.
(b) Competition with the Company. Until termination of her
employment and for a period of 12 months commencing on the date of
termination, the Executive, directly or 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
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
has approached by or who or which has approached an executive 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
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.
(a) Confidential Information. Confidential Information
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 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 or during her prior
employment with its subsidiary, South Florida Kinetics, Inc. and its
predecessor..
(b) Legitimate Business Interests. The Executive recognizes
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
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.
(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 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 Executive
shall not, directly or indirectly, unless approved in writing by the President
except for Xxx Pharmaceutical, Inc., or its successors:
(d) 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;
(e) 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
(f) 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,
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 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
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 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.
(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 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
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
X. 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
X. 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
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
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
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.
19. Entire Agreement. This Agreement constitutes the entire Agreement
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
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 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
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 the parties agree in writing to a
different location), before the arbitrators in accordance with the rules of the
American Arbitration Association then in effect. In any such 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.
Witnesses SFBC International, Inc.
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By: /S/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx,
Chief Executive Officer
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Executive:
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By: /S/ XXXX XXXXXXX
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Xxxx Xxxxxxx, M.D.
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