Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of February 25, 1999, between
BUILDING ONE SERVICES CORPORATION, a Delaware corporation (the "Company"), and
Xxxxxx Xxxx, a resident of the State of Mississippi (the "Executive").
W I T N E S S E T H:
-------------------
WHEREAS, the Company wishes to secure the services of the Executive and the
Executive wishes to furnish such services to the Company pursuant to the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Employment: Term. The Company hereby agrees to employ the Executive,
----------------
and the Executive hereby agrees to enter into such employment, as President and
Chief Executive Officer of the Company, for the period commencing on the date
stated above (the "Commencement Date") and ending on the date two years from the
Commencement Date, unless terminated sooner pursuant to Section 5 hereof. The
initial two year term shall be extended for additional successive periods of one
year each, on the same terms and conditions contained herein, unless six months
prior written notice is given by the Company of its intention to terminate the
term of this Agreement without cause. For purposes hereof, the period of
Executive's employment hereunder is referred to as the "Term."
2. Duties and Extent of Services.
-----------------------------
(a) During the Term, the Executive shall serve as President and Chief
Executive Officer of the Company with such duties and responsibilities as are
consistent with such positions, and shall so serve faithfully and to the best of
his ability, under the direction and supervision of the Company's Board of
Directors (the "Board").
(b) The Executive shall serve as a Director of the Company if elected to
such position in accordance with law and hold such other positions and executive
offices of the Company and/or of any of the Company's subsidiaries or affiliates
as may from time to time be authorized by the Board, provided that each such
position shall be commensurate with the Executive's standing in the business
community as President and Chief Executive Officer of the Company. The
Executive shall not be entitled to any compensation other than the compensation
provided for herein for serving during the Term as a Director of the Company or
in any other office or position of the Company, or
any of its subsidiaries or affiliates, unless the Board shall have specifically
approved such additional compensation.
(c) The Executive shall devote his full business time, attention and
efforts to his duties hereunder. The Executive shall diligently perform to the
best of his ability all of the duties required of him as President and Chief
Executive Officer of the Company, and in the other positions or offices of the
Company or its subsidiaries or affiliates required of him hereunder. The
Executive shall faithfully adhere to, execute and fulfill all policies
established by the Company. Notwithstanding the foregoing provisions of this
Section, the Executive may participate in charitable, civic, political, social,
trade, or other non-profit organizations to the extent such participation does
not materially interfere with the performance of his duties hereunder, and may
serve as a non-management director of business corporations (or in a like
capacity in other for-profit organizations) so long as it does not materially
interfere with the Executive's obligations hereunder.
3. Compensation
------------
(a) Base Salary. Effective as of the Commencement Date, the Company shall
-----------
pay the Executive a base salary (the "Base Salary") equal to Four Hundred
Thousand Dollars ($400,00.00) per year, payable on a regular basis in accordance
with the Company's regular payroll policies in effect from time to time, but not
less frequently than monthly. On at least an annual basis, the Board will
review the Executive's performance and may make increases to such Base Salary
if, in its sole discretion, any such change is warranted.
(b) Incentive Bonus. The Company will develop a written Incentive Bonus
---------------
Plan (the "Bonus Plan") setting forth the criteria under which the Executive and
other officers and key employees of the Company will be eligible to receive
year-end incentive bonus compensation. The Bonus Plan will provide for the
Executive to earn up to 150% of his Base Salary in bonus compensation, payable
out of a bonus pool determined by the Board or a compensation committee thereof.
Subject to the provisions of Section 3(e) hereof, such bonus payments shall be
made to the Executive as soon as practicable after the end of each calendar year
during the Term.
(c) Employee Stock Purchase Plan. The Executive shall be entitled to
----------------------------
participate in the Company's 1997 Employee Stock Purchase Plan in accordance
with the terms set forth therein.
(d) 1998 Long-Term Incentive Plan. The Executive shall be entitled to
-----------------------------
participate in the Company's 1998 Long-Term Incentive Plan in accordance with
the terms set forth therein.
-2-
(e) Deferral. The Executive may elect to defer payment of all or any part
--------
of the incentive bonus compensation amount payable in accordance with Section
3(b) hereof with respect to any calendar year during the Term, by giving the
Company written notice thereof not later than June 30 of such year.
Additionally, in the event that in respect of any fiscal year of the Company any
amount of Base Salary, incentive bonus compensation or any other amount payable
to the Executive hereunder or otherwise, shall, either alone or in combination
with other amounts payable hereunder or otherwise, result in a payment by the
Company that shall not be currently deductible by it pursuant to the provisions
of Section 162(m) of the Internal Revenue Code, as amended, or like or successor
provisions (a "Non-Deductible Amount"), the Company may elect to defer the
payment of the Non-Deductible Amount. Any amounts, so deferred, either by
election of the Executive or by election of the Company, shall be credited to a
bookkeeping account in the name of the Executive as of the date scheduled for
payment hereunder. Such amounts shall be credited with interest as of each June
30 during the term of deferral, compounded annually, at a rate per annum equal
to the annual rate of interest announced by Citibank, N.A. in New York, New York
as its base rate in effect on such June 30, but in no event shall such rate
exceed 9%. The entire amount credited to such bookkeeping account shall be paid
to the Executive on a date to be chosen by the Company, but in no event later
than the first anniversary of the termination of the Executive from employment
with the Company.
(f) Option Grant. In connection with the execution and delivery of this
------------
Agreement, and pursuant to the terms of the Company's 1998 Long-Term Incentive
Plan (the "Option Plan"), the Executive will be granted options (the "Options")
to purchase two hundred fifty thousand (250,000) shares of the Company's Common
Stock (the "Common Stock"), on and pursuant to the terms of the Option Plan and
an award agreement. Each Option will be granted at a price equal to the closing
price of shares of Common Stock on NASDAQ on the day prior to the date hereof.
Subject to the next sentence hereof, the Options will be exercisable with
respect to 25% of the shares underlying the Options on each anniversary of the
date of grant. Notwithstanding the foregoing, the vesting of the Options will
accelerate, (i) upon a Change In Control (as defined in the Option Plan) in
which case all Options will be exercisable immediately, and (ii) upon the
expiration of the Term for any reason other than "for cause" pursuant to Section
5(c) hereunder, in which case all Options will be exercisable immediately.
(g) Car Allowance. The Executive shall receive a monthly car allowance of
-------------
$750 during the Term of this Agreement.
-3-
4. Benefits.
--------
(a) Standard Benefits. During the Term, the Executive shall be entitled to
-----------------
participate in any and all benefit programs and arrangements now in effect and
hereinafter adopted and generally made available by the Company to its senior
officers, including but not limited to, 4 weeks of paid vacation during each
year of the Term in accordance with the policies and procedures of the Company
as in effect from time to time for its senior officers, pension plans,
contributory and non-contributory Company welfare and benefit plans, disability
plans, and medical, death benefit and life insurance plans for which the
Executive shall be eligible, or may become eligible during the Term.
(b) Expense Reimbursement/Provision of Equipment. The Company agrees to
--------------------------------------------
reimburse the Executive for all reasonable and necessary travel, business
entertainment and other business out-of-pocket expenses incurred or expended by
him in connection with the performance of his duties hereunder, including
expenses incurred in travel to the Company's headquarters upon presentation of
proper expense statements or vouchers or such other supporting information as
the Company may reasonably require of the Executive. The Company will, at its
sole cost and expense, provide to the Executive a computer, computer printer,
copier, facsimile machine and such other office equipment as Executive shall
reasonably request from time to time for use by the Executive to carry out his
duties hereunder.
(c) Other Executive Perquisites. The Company shall provide the Executive
---------------------------
with other executive perquisites as may be available to or deemed appropriate
for the Executive by the Board or a compensation committee thereof.
5. Termination. This Agreement and the Executive's employment with the
-----------
Company may be terminated in any one of the following ways:
(a) Death. In the event of the death of the Executive during the Term,
-----
this Agreement shall automatically terminate, and the Company shall have no
further obligations hereunder except as provided in Section 5(g) below.
(b) Disability. In the event of the "permanent disability" (as hereinafter
----------
defined) of the Executive during the Term, the Company shall have the right,
upon written notice to the Executive, to terminate the Executive's employment
hereunder, effective upon the giving of such notice (or such later date as shall
be specified in such notice). In the event of such termination, and subject to
the provisions of Section 5(g) below, the Company shall have no further
obligations hereunder, except that the Executive shall be entitled to be paid
his Base Salary under Section 3(a) hereof for a period of two (2) years from the
effective date of termination; provided, however, that the Company shall only
-------- -------
be required to pay that amount of the Executive's Base Salary which shall not be
covered by long-term disability payments, if any, to the Executive. In
addition, upon termination for permanent disability, the Executive shall
continue to
-4-
participate in any and all pension, insurance and other benefit plans and
programs of the Company during the period the Executive is continuing to receive
his Base Salary. Thereafter, the Executive's rights to participate in such
programs and plans, or to receive similar coverage, if any, shall be as
determined under such programs. For purposes of this Section, "permanent
disability" means any disability as defined under the Company's applicable
disability insurance policy or, if no such policy is available, any physical or
mental disability or incapacity that renders the Executive incapable of
performing the services required of him in accordance with his obligations under
Section 2 hereof for a period of four (4) consecutive months or for shorter
periods aggregating six (6) months during any twelve-month period.
(c) Cause. The Company shall have the right, upon written notice to the
-----
Executive, to terminate the Executive's employment under this Agreement for
"Cause" (as hereinafter defined), effective upon the giving of such notice (or
such later date as shall be specified in such notice), and the Company shall
have no further obligations hereunder, except to pay the Executive any amounts
otherwise payable pursuant to Section 5(g) below. It is understood and agreed
that notwithstanding anything contained in this Agreement to the contrary, in
the case of termination by the Company of the Executive for Cause, any bonus
payment for the calendar year in which termination occurs shall be forfeited.
The Executive's right to participate in any of the Company's retirement,
insurance and other benefit plans and programs shall be as determined under such
programs and plans. For purposes of this Agreement, "Cause" means:
(i) fraud, embezzlement or gross insubordination on the part of the
Executive or material breach by the Executive of his obligations under
Sections 6 or 7 hereof;
(ii) a material breach of, gross negligence with respect to, or the
willful failure or refusal by the Executive to perform and discharge, his
duties, responsibilities or obligations under this Agreement (other than
under Sections 6 and 7 hereof, which shall be governed by clause (i) above,
and other than by reason of disability or death) that is not corrected
within ten (10) days following written notice thereof to the Executive by
the Company, such notice to state with specificity the nature of the
breach, failure or refusal; provided that if such breach, failure or
--------
refusal cannot reasonably be corrected within ten (10) days of written
notice thereof, correction shall be commenced by the Executive within such
period and may be corrected within a reasonable period thereafter;
(iii) conviction of or the entry of a plea of nolo contendere by the
---- ----------
Executive of any felony; or
(iv) illegal drug use or alcohol abuse by the Executive.
-5-
(d) Without Cause. The Company shall have the right, upon thirty (30)
-------------
days' written notice given to the Executive, to terminate this Agreement for any
reason whatsoever. In the event of a termination without cause, the Executive
shall be entitled (i) to receive from the Company an amount equal to two times
his Base Salary at the rate then in effect plus any bonus he received during the
previous year payable in a single lump sum at the time of termination without
cause and (ii) to participate in all pension, insurance and other benefit plan
programs or arrangements on terms identical to those applicable to other senior
officers of the Company. In the event this Agreement is terminated pursuant to
this Section 5(d), the Executive shall be released from his obligations under
Section 6 or Section 7 hereof and all options previously granted to the
Executive that have not yet vested shall immediately vest and be exercisable.
(e) By Executive. The Executive shall have the right, exercisable at any
------------
time during the Term, to terminate this Agreement for any reason whatsoever,
upon six (6) months written notice to the Company. In such event, and other
than as provided by the terms of Section 5(g) below, the Company shall have no
further obligations hereunder and the Executive shall not be entitled to receive
any severance compensation. Notwithstanding anything contained in this
Agreement to the contrary, in the event of a termination by the Executive, the
amount of any unpaid bonus payment for the calendar year in which the
termination occurs shall be forfeited.
(f) Effect of Termination. Upon the termination of the Executive's
---------------------
employment hereunder for any reason, the Company shall have no further
obligations hereunder, except as otherwise provided herein. The Executive,
however, shall continue to have the obligations provided in Sections 6 and 7
hereof, except as otherwise provided herein. Without limiting the generality of
the foregoing, all Options granted to the Executive shall immediately vest and
be exercisable as of the date of any termination of this Agreement, other than a
termination pursuant to Section 5(c) or Section 5(e) hereof. Furthermore, upon
such termination, the Executive shall be deemed to have resigned immediately
from all offices and directorships held by him in the Company or any of its
subsidiaries.
(g) General Provisions. Upon termination of this Agreement for any reasons
------------------
provided above, the Executive (or his estate or personal representative, as
applicable) shall be entitled to receive all compensation earned and all
benefits and reimbursements accrued and due through the effective date of
termination. Without limiting the generality of the foregoing, all Options
granted to the Executive shall immediately vest and be exercisable upon any
termination of this Agreement, other than a termination pursuant to Section 5(c)
or Section 5(e) hereof. Additional compensation subsequent to termination, if
any, will be due and payable to the Executive only to the extent and in the
manner expressly provided above. In the event that the Executive secures
employment with another entity during the period that any payment is continuing
pursuant to the provisions of this Section 5, the amounts to be paid hereunder
shall be reduced by the amount of the Executive's earnings from such other
employment.
-6-
6. Confidentiality. The Executive acknowledges that, by reason of his
---------------
employment by the Company, he will have access to confidential information of
the Company and its subsidiaries and affiliates, including, without limitation,
information and knowledge pertaining to products, inventions, discoveries,
improvements, innovations, designs, ideas, trade secrets, proprietary
information, manufacturing, packaging, advertising, distribution and sales
methods, sales and profit figures, customer and client lists and relationships
between the Company, any of its subsidiaries or affiliates and dealers,
distributors, sales representatives, wholesalers, customers, clients, suppliers
and others who have business dealings with them ("Confidential Information").
The Executive acknowledges that such Confidential Information is a valuable and
unique asset of the Company and its subsidiaries and affiliates and covenants
that, both during and after the Term, he will not disclose any Confidential
Information to any person (except as his duties as an employee of the Company
may require) without the prior written authorization of the Board. The
obligation of confidentiality imposed by this Section 6 shall not apply to
Confidential Information that otherwise becomes generally known in the industry
or to the public through no act of the Executive in breach of this Agreement or
any other party in violation of an existing confidentiality agreement with the
Company or any subsidiary or affiliate or which is required to be disclosed by
court order or applicable law.
7. Covenant Not to Compete.
-----------------------
(a) Scope of Covenant. The Executive agrees that during the Term and for a
-----------------
period equal to the longer of (i) one (1) year commencing upon the expiration or
termination of the Executive's employment hereunder (for any reason whatsoever)
or (ii) the period during which the Executive is entitled to receive and is
receiving any payment pursuant to Section 5 hereof, the Executive shall not,
directly or indirectly, for himself or on behalf of or in conjunction with any
other person, persons, company, partnership, corporation or business of whatever
nature, without the prior written consent of the Company:
(i) engage, as an officer, director, shareholder, owner, partner, joint
venturer, or in a managerial capacity, whether as an employee, independent
contractor, consultant or advisor, or as a sales representative, in any
business selling any products or services in direct competition with the
Company within 100 miles of the principal executive offices or the
principal operations of the Company (the "Territory");
(ii) call upon any person who is at that time, or who was at any time
within one (1) year prior to that time, an employee of the Company
(including the respective subsidiaries thereof) in a managerial capacity
for the purpose or with the intent of enticing such employee away from or
out of the employ of the Company (including the respective subsidiaries
thereof), provided
-7-
that the Executive shall be permitted to call upon and hire any member of
his immediate family;
(iii) call upon any person or entity which is, at that time, or which
has been, within one (1) year prior to that time, a customer of the Company
(including the respective subsidiaries thereof) within the Territory for
the purpose of soliciting or selling products or services in direct
competition with the Company (including the respective subsidiaries
thereof) within the Territory; or
(iv) call upon any prospective acquisition candidate, on the Executive's
own behalf or on behalf of any competitor, which candidate was either
called upon by the Company (including the respective subsidiaries thereof)
or for which the Company (including the respective subsidiaries thereof)
made an acquisition analysis, for the purpose of acquiring such entity;
provided, however, that nothing in this Section 7(a) shall be construed to
-------- -------
preclude the Executive from making any investments in the securities of any
business enterprise whether or not engaged in competition with the Company or
any of its subsidiaries, to the extent that such securities are actively traded
on a national securities exchange or in the over-the-counter market in the
United States or on any foreign securities exchange.
(b) Reasonableness. It is agreed by the parties that the foregoing
--------------
covenants in this Section 7 impose a reasonable restraint on the Executive in
light of the activities and business of the Company (including the Company's
subsidiaries) on the date of the execution of this Agreement and the current
plans of the Company (including the Company's subsidiaries); but it is also the
intent of the Company and the Executive that such covenants be construed and
enforced in accordance with the changing activities, business and locations of
the Company (including the Company's other subsidiaries) throughout the term of
this covenant.
(c) Severability. The covenants in this Section 7 are severable and
------------
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and this Agreement shall thereby be reformed.
(d) Enforcement by the Company not Limited. All of the covenants in this
--------------------------------------
Section 7 shall be construed as an agreement independent of any other provision
in this Agreement, and the existence of any claim or cause of action of the
Executive against the Company, whether predicated in this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
such covenants. It is specifically agreed that the period of one (1) year
stated at the beginning of this Section 7, during which the agreements and
covenants of the Executive made in this Section 7 shall be effective, shall
-8-
be computed by excluding from such computation any time during which the
Executive is in violation of any provision of this Section 7.
(e) Change of Relevant Law. Notwithstanding any of the foregoing, if any
----------------------
applicable law shall reduce the time period during which the Executive shall be
prohibited from engaging in any competitive activity described in Section 7(a)
hereof, the period of time for which the Executive shall be prohibited from
engaging in competitive activities pursuant to Section 7(a) hereof shall be the
maximum time permitted by law. However, in the event that the time period
specified by Section 7(a) shall be so reduced, then, notwithstanding the
provisions of Section 5 hereof, the Executive shall be entitled to receive from
the Company his Base Salary at the rate then in effect solely for the longer of
(i) the time period during which the provisions of Section 7(a) shall be
enforceable under the provisions of such applicable law, or (ii) the time period
during which the Executive is not engaging in any competitive activity, but in
no event longer than the term provided in Section 5.
8. Specific Performance. The Executive acknowledges that the services to
--------------------
be rendered by the Executive are of a special, unique and extraordinary
character and, in connection with such services, the Executive will have access
to confidential information vital to the Company's business and the business of
the Company's subsidiaries and affiliates. By reason of this, the Executive
consents and agrees that if the Executive violates any of the provisions of
Section 6 or 7 hereof, the Company and its subsidiaries and affiliates would
sustain irreparable injury and that monetary damages would not provide adequate
remedy to the Company or any of its subsidiaries or affiliates. Therefore, the
Executive hereby agrees that the Company and any affected subsidiary and
affiliate shall be entitled to have Sections 6 or 7 hereof specifically enforced
(including, without limitation, by injunctions and restraining orders) by any
court having equity jurisdiction. Nothing contained herein shall be construed
as prohibiting the Company or any of its subsidiaries or affiliates from
pursuing any other remedies available to it for such breach or threatened
breach, including the recovery of damages from the Executive.
9. Deductions and Withholding. The Executive agrees that the Company or
--------------------------
its subsidiaries or affiliates, as applicable, shall withhold from any and all
compensation paid to and required to be paid to the Executive pursuant to this
Agreement, all Federal, state, local and/or other taxes which the Company
determines are required to be withheld in accordance with applicable statutes or
regulation from time to time in effect and all amounts required to be deducted
in respect of the Executive's coverage under applicable employee benefit plans.
For purposes of this Agreement and calculations hereunder, all such deductions
and withholdings shall be deemed to have been paid to and received by the
Executive.
10. No Conflicts. The Executive hereby represents and warrants to the
------------
Company that his execution, delivery and performance of this Agreement and any
other
-9-
agreement to be delivered pursuant to this Agreement will not (a) require the
consent, approval or action of any other person or (b) violate, conflict with or
result in the breach of any of the terms of, or constitute (or with notice or
lapse of time or both, constitute) a default under, any agreement, arrangement
or understanding with respect to the Executive's employment to which the
Executive is a party or by which the Executive is bound or subject including,
without limitation, any non-competition or non-disclosure provisions in
agreements to which the Executive is or was a party. The Executive hereby agrees
to indemnify and hold harmless the Company and its directors, officers,
employees, agents, representatives, subsidiaries and affiliates (and each such
subsidiary's and affiliate's directors, officers, employees, agents and
representatives) from and against any and all losses, liabilities or claims
(including interest, penalties and attorneys' fees, disbursements and related
charges) based upon or arising out of the Executive's breach of any of the
foregoing representations and warranties.
11. Complete Agreement. This Agreement is not a promise of future
------------------
employment. This Agreement embodies the entire agreement of the parties with
respect to the Executive's employment, compensation, perquisites and related
items and supersedes any other prior oral or written agreements, arrangements or
understandings between the Executive and the Company or any of its subsidiaries
or affiliates, and any such prior agreements, arrangements or understandings are
hereby terminated and of no further effect. This Agreement may not be changed
or terminated orally but only by an agreement in writing signed by the parties
hereto.
12. Waiver. The waiver by the Company of a breach of any provision of
------
this Agreement by the Executive shall not operate or be construed as a waiver of
any subsequent breach by him. The waiver by the Executive of a breach of any
provision of this Agreement by the Company shall not operate or be construed as
a waiver of any subsequent breach by the Company.
13. Governing Law; Jurisdiction.
---------------------------
(a) This Agreement shall be subject to, and governed by, the laws of the
State of Delaware.
(b) Any action to enforce any of the provisions of this Agreement shall be
brought in a local or federal court within the District of Columbia. The
Parties consent to the jurisdiction of such court and to the service of process
in any manner provided by District of Columbia law. Each party irrevocably
waives any objection which it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in such court and any claim
that such suit, action or proceeding brought in such court has been brought in
an inconvenient forum and agrees that service of process in accordance with the
foregoing sentences shall be deemed in every respect effective and valid
personal service of process upon such party.
-10-
(c) Assignability. The obligations of the Executive may not be delegated
-------------
and, except with respect to the designation of beneficiaries in connection with
any of the benefits payable to the Executive hereunder, the Executive may not,
without the Company's written consent thereto, assign, transfer, convey, pledge,
encumber, hypothecate or otherwise dispose of this Agreement or any interest
herein. Any such attempted delegation or disposition shall be null and void and
without effect. The Company and the Executive agree that this Agreement and all
of the Company's rights and obligations hereunder may be assigned or transferred
by the Company to and shall be assumed by and be binding upon any successor to
the Company. The term "successor" means, with respect to the Company or any of
its subsidiaries, any corporation or other business entity which, by merger,
consolidation, purchase of the assets or otherwise acquires all or a material
part of the assets of the Company.
15. Severability. If any provision of this Agreement of any part thereof,
------------
including, without limitation, Sections 6 and 7 hereof, as applied to either
party or to any circumstances shall be adjudged by a court of competent
jurisdiction to be void or unenforceable, the same shall in no way affect any
other provision of this Agreement or remaining part thereof, which shall be
given full effect without regard to the invalid or unenforceable part thereof,
or the validity or enforceability of this Agreement.
If any court construes any of the provisions of Sections 6 or 7 hereof, or
any part thereof, to be unreasonable because of the duration of such provision
or the geographic scope thereof, such court may reduce the duration or restrict
or redefine the geographic scope of such provision and enforce such provision so
reduced, restricted or redefined.
16. Notices. All notices to the Company or the Executive permitted or
-------
required hereunder shall be in writing and shall be delivered personally, by
telecopier or by courier service providing for next-day delivery or sent by
registered or certified mail, return receipt requested, to the following
addresses:
-11-
If to the Company:
Building One Services Corporation
000 Xxxxxxxxxxx Xxxxxx, XX
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Fax: 000-000-0000
With a required copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
If to the Executive:
Xxxxxx Xxxx
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
Phone: (000) 000-0000
Either party may change the address to which notices shall be sent by sending
written notice of such change of address to the other party. Any such notice
shall be deemed given, if delivered personally, upon receipt; if telecopied,
when telecopied; if sent by courier service providing for next-day delivery, the
next business day following deposit with such courier service; and if sent by
certified or registered mail, three days after deposit (postage prepaid) with
the U.S. mail service.
17. Section Headings. The section headings contained in this Agreement
----------------
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
18. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
-12-
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
BUILDING ONE SERVICES CORPORATION
/s/ X. Xxxxxxx Xxxx
-------------------------------------
By: X. Xxxxxxx Xxxx
Its: Excutive Vice President, General
Counsel and Secretary
EXECUTIVE
/s/ Xxxxxx X. Xxxx
-------------------------------------
-13-
