EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 1st day of
April, 2001, between SFBC Charlotte, Inc., a Florida corporation (the "Company")
and Xxxxxxx X. Xxxx (the "Employee").
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, methods of
recruiting subjects, pricing methods, pricing rates or discounts, process,
procedure, formula, design of computer software or improvement of any portion or
phase thereof, whether patented or not, that is of any value whatsoever to the
Company, as well as certain unpatented information relating to the Company's
Services, as defined, information concerning proposed new Services, market
feasibility studies, proposed or existing marketing techniques or plans (whether
developed or produced by the Company or by any other entity for the Company),
other Confidential Information, as defined by Section 8, and information about
the Company's employees, officers, and directors, which necessarily will be
communicated to the Employee by reason of his employment by the Company; and
WHEREAS, the Company has strong and legitimate business interests in
preserving and protecting its investment in the Employee, its trade secrets and
Confidential Information, and its substantial relationships with suppliers, 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 Employee
during the term of employment and following (for a reasonable time) termination
of employment; and
WHEREAS, the Company desires to employ the Employee and to ensure the
continued availability to the Company of the Employee's services, and the
Employee 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 Employee agree as follows:
1. Representations and Warranties. The Employee hereby represents and
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warrants to the Company that he (i) is not subject to any written
nonsolicitation or noncompetition agreement affecting his employment with the
Company (other than any prior agreement with the Company or any Affiliate), (ii)
is not subject to any written confidentiality or nonuse/nondisclosure agreement
affecting his employment with the Company (other than any prior agreement with
the Company or or any Affiliate), and (iii) has brought to the Company no trade
secrets, confidential business information, documents, or other personal
property of a prior employer.
2. Term of Employment.
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(a) Term. The Company hereby employs the Employee, and the Employee
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hereby accepts employment with the Company for a period commencing on the date
of this Agreement and ending one year from the date of this Agreement (the
"Term"), automatically renewable for additional one year terms unless either
party gives the other at least 90 days written notice.
(b) Continuing Effect. Notwithstanding any termination of employment,
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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 Employee.
3. Duties.
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(a) General Duties. The Employee shall serve as Corporate Vice
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President and Chief Operating Officer of the Company, with duties and
responsibilities that are customary for such position. The Employee shall report
directly to Xx. Xxxxxxx X. Xxxxxx, or as otherwise directed by the board of
directors. The Employee shall use his best efforts to perform his duties and
discharge his responsibilities pursuant to this Agreement competently, carefully
and faithfully.
(b) Devotion of Time. The Employee shall devote all of his time,
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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 Employee
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,
except for his limited commitments to SCI-COM.
(c) Location of Office. The Employee's business offices shall be at
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the Company's offices in Miami, Florida, Charlotte, North Carolina, and Austin,
Texas. However, the Employee's job responsibilities shall include all business
travel necessary to the performance of his job. In any event, the Employee's
services shall be supervised by Xx. Xxxxxxx X. Xxxxxx and the board of directors
of the Company located in Miami, Florida. As such, Employee shall regularly and
primarily transact business with or in Miami-Dade County, Florida in furtherance
of his duties.
(d) Adherence to Inside Information Policies. The Employee
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acknowledges that the Company's parent, SFBC International, Inc. ("Parent") is
publicly-held and, as a result, has implemented inside information policies
designed to preclude its employees 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,
the Parent or any third party. The Employee shall promptly execute any
agreements generally distributed by the Company or the Parent to its employees
requiring such employees to abide by its inside information policies.
4. Compensation and Expenses.
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(a) Salary. For the services of the Employee to be rendered under
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this Agreement, the Company shall pay the Employee an annual salary of $100,000
during the Term, payable in accordance with the Company's normal payroll
practices.
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(b) Expenses. In addition to any compensation received pursuant to
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Section 4(a) the Company shall reimburse or advance funds to the Employee for
all reasonable travel, entertainment and miscellaneous expenses incurred in
connection with the performance of his duties under this Agreement, provided
that the Employee properly provides a written accounting of such expenses to the
Company in accordance with the Company's practices. Such reimbursement or
advances shall be made in accordance with policies and procedures of the Company
in effect from time to time relating to reimbursement of or advances to
Employees.
(c) Car Rental. The Company shall provide rental car for the Employee
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at locations described in this Agreement or any other job assignment.
(d) Housing Expenses. The Company shall continue to provide temporary
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housing through December 2001. In addition, the Company requires the Employee
to maintain a home office for the Company's convenience.
(e) Discretionary Bonus. The Employee shall be eligible to receive an
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annual bonus in an amount to be determined by the compensation committee of the
Company based on any criteria or factors the compensation committee deems
appropriate.
5. Benefits. Except for accrued vacation under Section 5(a) and the
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benefits described under Section 5(c), no other benefits are available during
the fist 90 days of this Agreement.
(a) Vacation. During the first year of employment, the Employee shall
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be entitled to 10 days of vacation, and thereafter up to 15 days of vacation, in
each instance without loss of compensation or other benefits to which he is
entitled under this Agreement, to be taken at such times as the Employee may
select and the affairs of the Company may permit.
(b) Employee Benefit Programs. The Employee is entitled to
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participate in any pension, 401(k), insurance or other employee benefit plan
that is maintained by the Company for its non-executive officer employees,
including programs of life and medical insurance and reimbursement of membership
fees in professional organizations.
(c) Insurance. The Company shall pay the premiums on the Company's
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medical insurance policy covering Employee, unless the Employee elects to
continue his current medical insurance program with "Trustmark" in which event,
the cost for "Trustmark" shall be reimbursed to the Employee in an amount not to
exceed $344/month.
(d) Stock Options. The Parent shall grant the Employee 50,000 10-year
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stock options as exercisable at $9.15 per share as provided in the Parent's
Stock Option Agreement with the Employee.
6. Termination.
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(a) General Provisions. Either the Company or the Employee, in his or
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its sole discretion, may terminate the Employee's employment without cause at
any time upon 90 days written
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notice. Upon effectiveness of such termination, the Employee shall have no right
to compensation or reimbursement under Section 4 or to participate in any
employee benefit programs under Section 5, except as provided for by law for any
period subsequent to the effective date of termination. On or before the
termination of his employment or prior to receiving any final compensation or
expenses due him, the Employee shall (a) return to the Company's principal
executive offices, (b) participate in an exit interview, and (c) execute a
Certificate of Conclusion of Employment, certifying that he has complied with
his obligations and acknowledging his continuing obligations under this
Agreement. The Employee's failure to comply with the requirements of Section 6
of this Agreement shall constitute a material breach of this Agreement. If the
Employee is terminated for any reason other than Cause (defined below), he shall
be entitled to 90 days severance pay from the effective date of such
termination.
(b) Termination for Cause. The Company may terminate the Employee's
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employment pursuant to the terms of this Agreement at any time for Cause by
giving written notice of termination. The Employee shall have 10 days from the
date of the notice to provide the Company with evidence that the Company is
mistaken as to "Cause" and that the Employee's behavior does not meet the
criteria for "cause" as defined herein. During such 10 day period the Employee
shall be suspended without pay; if employment is reinstated the Employee shall
be paid for the 10 day period and if the termination is upheld such termination
shall be effective upon the giving of written notice of termination. Upon any
such termination for Cause, the Employee shall have no right to compensation or
reimbursement under Section 4, or to participate in any employee 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 Employee is convicted of a felony involving any
subject matter (ii) is charged with a felony; (iii) is convicted of a
misdemeanor directly involving the Employee's employment which directly effects
the business of the Company; (iv) is found after an internal investigation to
have engaged in sexual misconduct which is related to the Employee's employment
or the business of the Company; (v) the Employee, in carrying out his duties
hereunder, has acted with gross negligence or intentional misconduct resulting,
in either case, in harm to the Company; (vi) the Employee misappropriates
Company funds or otherwise defrauds the Company; (vii) the Employee breaches his
fiduciary duty to the Company resulting in profit to him, directly or
indirectly; (viii) the Employee has been found to have committed any act or
failed to take any action which results in the Parent's common stock being
delisted for trading on the American Stock Exchange or any other principal
trading market or exchange; (ix) the Employee is convicted of illegal possession
or use of a controlled substance; (x) the Employee engages in chronic
absenteeism or drinking to excess; (xi) the Employee fails or refuses to
cooperate in any official investigation conducted by or on behalf of the
Company; or (xii) the Employee materially breaches any provision of this
Agreement including Section 3(d).
7. Non-Competition Agreement.
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(a) Competition with the Company. Until termination of his employment
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and for a period of 12 months commencing on the date of termination, the
Employee, directly or indirectly or, in association with or as a stockholder,
director, officer, consultant, employee, partner, joint venturer,
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member or otherwise of or through any person, firm, corporation, partnership,
association or other entity ("any of the foregoing defined as an "Affiliated
Entity") shall not provide services as a chief operating officer to an entity
which competes with the Company or its Affiliates, within any metropolitan area
in the United States or elsewhere in which the Company, its subsidiaries or its
controlling stockholder, if applicable (collectively, the "Affiliates") is then
engaged in the offer and sale of competitive products or Services. Provided,
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however, the foregoing provisions shall not prevent the Employee from accepting
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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 the Employee's employment is totally unrelated to the Prohibited
Business; provided, further, the foregoing shall not prohibit Employee from
owning up to 5% of the securities of any publicly-traded enterprise provided the
Employee is not an employee, director, officer, consultant to such enterprise or
otherwise reimbursed for services rendered to such enterprise. In addition, the
Employee may not, directly or indirectly including through any Affiliated
Entity, obtain employment with or perform services for any Customer, as defined,
of the Company or any Affiliate during the period commencing on the date of
termination and continuing for 12 months thereafter. The Employee may perform
services for SCI-COM, a general partnership owned by the Employee and Xxxx
Xxxxxx and engaged in the business of teaching communications skills to research
scientists.
(b) Solicitation of Customers. During the periods in which the
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provisions of Section 7(a) shall be in effect, the Employee, directly or
indirectly including through any Affiliated Entity, shall not seek Prohibited
Business from any Customer (as defined below) on behalf of any enterprise or
business other than the Company or any Affiliate, refer Prohibited Business from
any Customer to any enterprise or business other than the Company or any
Affiliate 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 or any Affiliate. 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 employee of the
Company or any Affiliate for the purpose of soliciting business from the Company
or any Affiliate or the third party, as the case may be.
(c) Solicitation of Employees. During the periods in which the
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provisions of Section 7(a) shall be in effect, the Employee, directly or
indirectly including through any Affiliated Entity shall not solicit, hire or
contact any employee of the Company or any Affiliate for the purpose of hiring
them or causing them to terminate their employment relationship with the Company
or any Affiliate.
(d) No Payment. The Employee acknowledges and agrees that no separate
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or additional payment will be required to be made to him in consideration of his
undertakings in this Section.
(e) References to the Company in this Section 7 shall include the
Company's Affiliates.
8. Non-Disclosure of Confidential Information.
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(a) Confidential Information. Confidential Information includes, but
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is not limited to, trade secrets as defined by the common law and statute in
Florida or any future Florida statute, processes,
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policies, procedures, techniques including recruiting 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 employees, former employees, clients and former
clients. In addition, Confidential Information also includes the identity of
Customers and the identity of and telephone numbers, e-mail addresses and other
addresses of employees or agents of Customers who are the persons with whom the
Company's employees and agents communicate in the ordinary course of business.
Confidential Information also includes, without limitation, Confidential
Information received from the Company's 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 Employee, (ii) information set forth in the written
records of the Employee prior to disclosure to the Employee 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 Employee in writing from a third party (excluding any Affiliates (which
includes the Parent) of the Employee) who did not acquire such confidential
information or trade secret, directly or indirectly, from the Employee or the
Company. As used herein, the term "Services" shall include all clinical or pre-
clinical research, testing, protocol design, data management, medical writing or
other Services relating to proposed or actual formulations, foods, drugs and
medical devices engaged in by the Company or any Affiliate during the Term of
the Employee's employment.
(b) Legitimate Business Interests. The Employee recognizes that the
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Company has legitimate business interests to protect and as a consequence, the
Employee 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; (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 two years following termination
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of employment, or as otherwise required by client privilege, the Confidential
Information shall be held by the Employee 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 Employee's employment by the Company.
The Employee 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 Employee 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
Employee shall not copy any Confidential Information except to the extent
necessary to his employment nor remove any Confidential Information or copies
thereof from the Company's premises except to the extent necessary to his
employment and then only with the authorization of an officer of the Company.
All records, files, materials and other Confidential Information obtained by the
Employee in the course of his employment with the Company
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are confidential and proprietary and shall remain the exclusive property of the
Company or its Customers, as the case may be. The Employee shall not, except in
connection with and as required by his performance of his duties under this
Agreement, for any reason use for his own benefit or the benefit of any person
or entity with which he 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 officer
of the Company (excluding the Employee, if applicable).
(d) References to the Company in this Section 8 shall include the
Company's Affiliates.
9. Equitable Relief.
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(a) The Company and the Employee recognize that the services to be
rendered under this Agreement by the Employee are special, unique and of
extraordinary character, and that in the event of the breach by the Employee of
the terms and conditions of this Agreement or if the Employee, shall cease to be
an employee of the Company for any reason and take any action in violation of
Section 7 and/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 Employee 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 for equitable relief must be commenced in Miami-Dade
County, Florida. The Employee 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
Employee 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 arbitration 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 Employee 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 Employee 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 Employee
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shall not, directly or indirectly, unless approved in writing by the President:
(a) participate as an individual in any way in the benefits of
transactions with any of the Company's suppliers or Customers, including,
without limitation, having a financial interest in the Company's suppliers or
Customers, or making loans to, or receiving loans, from, the Company's suppliers
or Customers;
(b) realize a personal gain or advantage from a transaction in which
the Company has an interest or use information obtained in connection with the
Employee's employment with the Company for the Employee's personal advantage or
gain; or
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(c) accept any offer to serve as an officer, director, partner,
consultant, manager with, or to be employed in a technical capacity by, a person
or entity which does business with the Company.
(d) As used in Section 10(a), (b) or (c), the Company also includes
its Affiliates.
11. Inventions, Ideas, Processes, and Designs. All inventions, ideas,
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processes, programs, software, and designs (including all improvements) (i)
conceived or made by the Employee during the course of his 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 Employee for the Company, or (c) pertains to the current
business or demonstrably anticipated research or development work of the
Company. The Employee 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 Employee shall be bound by such decision.
The Employee shall provide as a schedule to this 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 he made or
conceived prior to his employment with the Company and which therefore are
excluded from the scope of this Agreement. This Section does not apply to any
inventions, ideas, processes, programs, software, or designs conceived or made
by the Employee in connection with the business SCI-COM which relates in any way
to the business of teaching communication skills to research scientists.
12. Indebtedness. If, during the course of the Employee's employment
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under this Agreement, the Employee 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 Employee and collect any remaining balance from the Employee.
13. Assignability. The rights and obligations of the Company under this
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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 (via merger or otherwise) or assets and
business of the Company. The Employee's obligations hereunder may not be
assigned or alienated and any attempt to do so by the Employee will be void.
14. Severability.
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(a) The Employee 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
Employee and the Company that this Agreement shall be construed by the court in
such a manner as to impose only those restrictions on the Employee's conduct
that are reasonable in the light of the circumstances and as are necessary to
assure to
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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
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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 Charlotte, Inc.
00000 Xxxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxxxx X. Xxxxxx
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 Employee: Xxxxxxx X. Xxxx
000 Xxxxxx Xxxx 000-X
Xxxxxx, XX 00000
Facsimile (000) 000-0000
or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time
shall be counted to, or from, as the case may be, the delivery in person or by
mailing.
16. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.
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17. Attorney's Fees. In the event that there is any controversy or claim
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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
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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. Arbitration. Except for an action seeking equitable relief, any
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controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Miami-Dade County, Florida (unless the parties agree in writing
to a different location), before a single arbitrator in accordance with the
rules of the American Arbitration Association then in effect. In any such
arbitration proceeding the parties agree to provide all discovery deemed
necessary by the arbitrator. The decision and award made by the arbitrator
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.
20. Entire Agreement. This Agreement and the Parent's Non-Qualified Stock
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Option Agreement with the Employee of even date 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.
21. Additional Documents. The parties hereto shall execute such
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additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.
22. Section and Paragraph Headings. The section and paragraph headings in
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this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
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IN WITNESS WHEREOF, the Company and the Employee have executed this
agreement as of the date and year first above written.
SFBC CHARLOTTE, INC.
__________________________________ By:________________________________________
Xxxxxxx X. Xxxxxx, Executive Vice-President
EMPLOYEE:
__________________________________ By:________________________________________
Xxxxxxx X. Xxxx
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