Form of Stock Compensation Agreement with Xxxxxx X. Xxxx
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company") and Xxxxxx X. Xxxx ("Xxxx").
WHEREAS, the Company is a publicly-held company with three operating
divisions, including manufacturing, employee staffing and consumer products.
WHEREAS, Xxxx is President of Industrial Fabrication & Repair, Inc.
("IFR"), a wholly- owned subsidiary of the Company and a company which operates
within the manufacturing division.
WHEREAS, Xxxx was the founder and President of IFR prior to the Company's
acquisition of IFR in May 1995.
WHEREAS, subsequent to such acquisition, Xxxx remained with IFR in his
previous role and IFR and Xxxx became parties to that certain Employment
Agreement dated as of May 22, 1995 (the "Employment Agreement"), a copy of which
is attached hereto as Exhibit A and incorporated herein by such reference.
WHEREAS, pursuant to Paragraph 5(a) from time to time Xxxx may be entitled
to receive a performance bonus.
WHEREAS, based upon the performance of IFR since its acquisition by the
Company, the Board of Directors of the Company deem it to be appropriate to
award Xxxx a bonus.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. AWARD OF STOCK. The Company hereby grants an aggregate of 10,000
shares of the Company's common stock to Xxxx as a bonus (the "Bonus Stock")
pursuant to Paragraph 5(a) of the Employment Agreement, such stock to be issued
as follows:
(a) 5,000 shares on April 1, 1997;
(b) 2,500 shares on July 1, 1997; and
(c) 2,500 shares on September 1, 1997.
Xxxx shall be responsible for the payment of any taxes which may accrue as
a result of the issuance of the Bonus Stock.
3. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by Xxxx.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
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Xxxx Xxxxxxxx Xxxxxxxx,
President
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Xxxxxx X. Xxxx
