EXHIBIT 10.61
WAIVER
THIS WAIVER (this "Waiver") is made and entered into the 17th day of
February, 1997, by and between PERSONNEL MANAGEMENT, INC., an Indiana
corporation (the "Corporation"), and XXXX X. XXXXXXXXX (the "Executive").
WITNESSETH:
WHEREAS, Heartland Group, Inc., a Maryland corporation, and Heartland
Advisors, Inc., a Wisconsin corporation, (together "Heartland") beneficially
owns (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended) certain shares of the outstanding common stock of the
Corporation; and
WHEREAS, Heartland wishes to acquire additional shares of the
outstanding common stock of the Corporation as a result of which Heartland may
become the beneficial owner of securities of the Corporation representing 20
percent or more of the combined voting power of the Corporation's outstanding
voting securities entitled to vote generally in the election of Directors (a "20
Percent Owner"); and
WHEREAS, the Corporation and the Executive believe it is in their best
interests for Heartland to acquire additional shares not exceeding certain
levels; and
WHEREAS, the Executive and the Corporation have entered into a Change
of Control Severance Benefits Agreement (the "Agreement") dated July 15, 1996;
and
WHEREAS, Heartland becoming a 20 Percent Owner would constitute a
"Change of Control of the Corporation" as that term is defined in the Agreement;
and
WHEREAS, to avoid discouraging Heartland from acquiring additional
shares, the Executive and the Corporation wish to enter into this Waiver;
NOW, THEREFORE, in consideration of the foregoing, the promises
contained herein and other valuable consideration, it is hereby agreed by and
between the parties as follows:
1. For purposes of the Agreement and any other document that references the
Agreement, the Executive hereby waives and relinquishes any right to claim or
assert that Heartland's becoming a 20 Percent Owner, whether as the result of
its acquisition of additional shares or otherwise, constitutes a "Change of
Control of the Corporation" as that term is defined in the Agreement; provided,
however, that the foregoing waiver and relinquishment shall not apply to any
acquisition of additional shares (or the direct or indirect beneficial ownership
of securities of the Corporation by Heartland that results therefrom) that
results in Heartland or any "group" of "persons" (as those terms are used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Regulations 13D-G and 14D thereunder) that includes
Heartland becoming the "beneficial owner" (within the meaning of Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 30 percent or more of the combined voting power of the
Corporation's then outstanding voting securities entitled to vote generally in
the election of Directors.
2. The Corporation represents that this Waiver has been approved by the
Board of Directors of the Corporation or an authorized committee thereof and
that the President of the Corporation, Xxx X. Xxxxxx, is authorized to execute
and deliver this Waiver on behalf of the Corporation.
3. All of the terms and provisions of this Waiver shall be binding upon and
inure to the benefit of and be enforceable by the respective heirs, executors,
administrators, legal representatives, successors and assigns of the parties
hereto.
IN WITNESS WHEREOF, the Corporation and the Executive have executed
this Agreement as of the date and year first above written.
PERSONNEL MANAGEMENT, INC.
By /s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx, President
ATTEST:
/s/ Xxxxxxxxx XxXxxxxxx
Xxxxxxxxx XxXxxxxxx
Vice-President - Operations
"EXECUTIVE"
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
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