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Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of
March 1, 2000, between ROMAC INTERNATIONAL, INC., a Florida corporation (the
"Employer"), and XXXXX X. XXXXXX, a resident of New Hampshire (the
"Executive").
BACKGROUND
The Employer desires to continue to obtain the benefit of services by
the Executive, and the Executive desires to continue to render services to the
Employer.
The Compensation Committee of the Board of Directors of the Employer
has determined that it is in the Employer's best interest and that of its
shareholders to recognize the substantial contribution that the Executive has
made and is expected to make in the future to the Employer's business and to
continue to retain his services in the future.
The Employer and the Executive desire to set forth in this Agreement
the terms and conditions of the Executive's employment with the Employer.
Accordingly, in consideration of the mutual covenants and representations
contained set forth below, the Employer and the Executive agree as follows:
TERMS
1. EMPLOYMENT.
The Executive agrees to accept employment with the Employer
and one or more of the Employer's subsidiary corporations to render the
services specified in this Agreement upon the terms and conditions and for the
compensation provided in this Agreement. All compensation paid to the Executive
by the Employer or any subsidiary of the Employer, and all benefits and
perquisites received by the Executive from the Employer or any of its
subsidiaries, will be aggregated in determining whether the Executive has
received the compensation and benefits provided for in this Agreement.
2. TERM OF EMPLOYMENT.
(a) End of Term. The term of the employment of the
Executive under this Agreement will be for the period commencing on the date of
this Agreement and ending on the earliest of:
(i) 2 years and 364 days after notice
of termination is given by the Employer to the Executive;
(ii) the date of termination of the
Executive's employment by the Executive at his election and without "Good
Reason" (as defined in Section 9 of this Agreement);
(iii) the date of termination of the
Executive's employment by the Employer for "Cause" (as defined in Section 8 of
this Agreement) or by the Employer without Cause in accordance with Section 9
or by the Executive for Good Reason pursuant to Section 9;
(iv) the date of the Executive's death; or
(v) the Disability Effective Date (as
such term is defined in Section 5 of this Agreement) following the Executive's
Disability (as such term is defined in Section 5 of this Agreement).
It is understood that at each and every moment of time the remaining term of
employment hereunder shall be two years and 364 days, unless earlier terminated
in accordance with the provisions of this Section 2.
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(b) Date of Termination. As used in this Agreement the
term "Date of Termination" means (i) if the Executive's employment is
terminated by the Employer pursuant to clause (i) of Section 2(a) above, the
date that is 2 years and 364 days after the date of the Executive's receipt of
the notice of termination or any later date specified in such notice, as the
case may be, (ii) if the Executive terminates his employment at his election
and without Good Reason pursuant to clause (ii) of Section 2(a), the date of
the Employer's receipt of the notice of termination from the Executive or any
later date specified in such notice, as the case may be, (iii) if the
Executive's employment is terminated by the Employer for Cause or by the
Employer without Cause pursuant to Section 9 of this Agreement, or by the
Executive for Good Reason, fifteen days after the date of receipt of the notice
of termination by the Executive or the Employer, respectively, or any later
date specified in such notice, as the case may be, (iv) if the Executive's
employment terminates by reason of the Executive's voluntary retirement, the
date that such retirement becomes effective in accordance with the Employer's
plans and policies; and (v) if the Executive's employment is terminated by
reason of death or Disability, the date of death of the Executive or the
Disability Effective Date (as that term is defined in Section 5 of this
Agreement).
3. SERVICES TO BE RENDERED; EXCLUSIVITY.
(a) Service. During the term of the Executive's
employment under this Agreement, the Executive shall perform the duties of
Chief Executive Officer of the Employer.
(b) Full Time Efforts. During the term of this Agreement
and excluding any periods of vacation, family or sick leave or holidays to
which the Executive is entitled, the Executive shall devote his full business
time and energy to the business, affairs and interests of the Employer and its
subsidiaries, and matters related thereto, and shall use his reasonable
commercial efforts and ability to promote the interests of the Employer and its
subsidiaries. The Executive agrees that he will diligently endeavor to promote
the business, affairs and interests of the Employer and its subsidiaries and
perform services contemplated hereby in accordance with the policies
established by the Board of Directors of the Employer (the "Board") from time
to time. The Executive shall serve without additional remuneration in such
senior Executive capacities for one or more direct or indirect subsidiaries of
the Employer as the Employer may from time to time request, subject to
appropriate authorization by the subsidiary or subsidiaries involved and any
limitations under applicable law and indemnification on the same terms as the
Executive is indemnified by the Employer. The failure of the Executive to
discharge an order or perform a function because the Executive reasonably and
in good faith believes such would violate a law or regulation or be dishonest
shall not be deemed a breach by him of his obligations or duties under this
Agreement and shall not entitle the Employer to terminate this Agreement
pursuant to any of its provisions.
(c) Certain Permissible Activities. The Executive may
serve as a director or in any other capacity of any business enterprise,
including an enterprise whose activities may involve or relate to the business
of the Employer or any of its subsidiaries but only if such service is
expressly approved by the Employer in writing. The Executive may (i) make and
manage personal business investments of his choice, (ii) teach at educational
institutions and deliver lectures, and (iii) serve in any capacity with any
civic, educational or charitable organization, or any governmental entity or
trade association, in each such case without seeking or obtaining approval by
the Employer so long as such activities and service do not materially interfere
or conflict with the performance of his duties under this Agreement. It is
agreed that to the extent that the Employer shall have approved any service of
the Executive pursuant to the first sentence of this Section 3(c) prior to a
Change in Control Date (as defined in Section 10 below), or to the extent that
the Executive may have engaged in activities pursuant to the second sentence of
this Section 3(c) prior to such Change in Control Date, the continued conduct
of such activities or the conduct of activities similar in nature and scope
thereto during the 2 years and 364 days subsequent to such Change in Control
Date shall be permissible and not in violation of any provisions of this
Agreement and the previously obtained Employer approval may not be revoked or
limited in any material respect during the 2 years and 364 days following such
Change in Control Date.
4. COMPENSATION AND BENEFITS.
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(a) Base Salary. The Employer agrees that the Executive
will be paid for his services under this Agreement a salary at the annual rate
of at least $500,000, payable in periodic installments in accordance with the
Employer's normal salary payment dates for the Executive. Such salary as in
effect from time to time is referred to in this Agreement as the Executive's
"Base Salary."
(b) Additional Benefits. The Executive shall also be
entitled during the term of this Agreement to all rights and benefits for which
he is otherwise eligible under any bonus plan, stock option plan, stock
purchase plan, participation or extra compensation plan, supplemental Executive
retirement plan, deferred compensation plan, profit-sharing plan, life, medical
and dental insurance policy, director and officer liability insurance plan or
indemnification program, vacation, sick leave, family leave and holiday program
or plan, or plans that confer the use of automobiles or condominiums (and pay
the related expenses thereof) or that pay for club membership fees or tax or
financial counseling or other plans or benefits, in any such case, which the
Employer or any of its subsidiaries (i) may provide for the Executive or (ii)
provided the Executive is eligible to participate therein, may provide
generally to officers of the Employer (collectively, "Additional Benefits").
This Agreement shall not affect adversely (from the perspective of the
Executive) the provisions of any other compensation, retirement or other
benefit program or plan of the Employer or any of its subsidiaries and shall
not be considered to be a guarantee that the Executive will receive any awards
or other benefits under any plans, policies or arrangements which are
performance-related. Moreover, Executive's participation in any such plan shall
be subject to the provisions of applicable law, including the Executive
Retirement Income Security Act of 1974, as amended.
(c) Individual Benefits. The Employer shall provide to
the Executive: (i) a car and related car insurance and maintenance expenses,
(ii) an annual medical examination at a wellness center or another comparable
facility acceptable to the Executive, (iii) if the Company owns, leases or
otherwise has access to an aircraft, for so long as the Executive is actually
employed by the Company, the Executive may use the aircraft for both business
and personal use (provided that the Executive shall reimburse the Company for
any personal use of the aircraft, in compliance with applicable Internal
Revenue Service guidelines), (iv) reasonable estate planning services with
estate planners of the Executive's choice, and (v) an increased split dollar
insurance policy which shall provide benefits to the Executive's designated
beneficiaries of at least $6.0 million.
(d) Expense Reimbursement. The Employer agrees to
reimburse the Executive in full for all such reasonable and necessary business,
entertainment and travel expenses incurred or expended by him in connection
with the performance of his duties under this Agreement; provided the Executive
submits to the Employer vouchers or expense statements satisfactorily
evidencing such expenses as may be reasonably required by the Employer and such
expenses are in accordance with any applicable corporate policy.
(e) Limitations on Reductions. The Employer shall have
the right to reduce one or more Additional Benefits but only in conjunction
with a corollary reduction of such benefits applicable to all of the Employer's
officers. Any increase in the Executive's Base Salary shall not serve to limit
or reduce any other obligation to the Executive under this Agreement.
5. TERMINATION UPON DISABILITY.
(a) Continuation of Benefits upon Disability. If the
Executive becomes totally and permanently unable to perform his duties because
of any Disability (as defined below) during the term of his employment under
this Agreement, the Executive's full-time employment under this Agreement shall
terminate effective on the thirtieth day after the Executive's receipt of
written notice of termination from the Employer (such thirtieth day being
referred to in this Agreement as the "Disability Effective Date"). In addition
to the payments specified in Section 6 below, in the event of termination of
the Executive's employment pursuant to this Section 5, the Employer shall
continue to pay or provide the Executive the following:
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(i) until the earliest to occur of the Executive's
death, the Executive's 65th birthday, two years and 364 days after the
Disability Effective Date or the date of the Executive's return to full-time
employment hereunder pursuant to Section 5(f) (such earliest day being referred
to herein as the "Disability Termination of Benefits Date") the Base Salary,
medical, dental and other insurance and welfare type Additional Benefits in
which the Executive was participating immediately prior to the Disability
Effective Date (including, without limitation, medical, dental, life and
disability insurance), each such benefit to be continued in a manner no less
favorable to the Executive than the benefit to which he was entitled
immediately prior to the Disability Effective Date; provided, however, if the
Executive's death occurs during the two years and 364 days after the Disability
Effective Date, the Employer shall continue to pay the Base Salary and to pay
or provide medical, dental and other insurance and welfare type benefits, on
the basis described in this clause (i), to the Executive's family members who
were covered for such benefits immediately prior to the Executive's death for
the balance of such two years and 364 days period;
(ii) until the Disability Effective Date, a continuation
of vesting of all unvested stock options granted by the Employer to the
Executive, such vesting to occur in accordance with the terms of each such
grant as in effect on the Disability Effective Date and upon the assumption
that no termination of employment had occurred; provided, however, if the
Executive's death occurs during the two years and 364 days immediately after
the Disability Effective Date or if a Change in Control occurs prior to the
Disability Effective Date, such vesting shall include any vesting which would
occur upon the Executive's death or a Change in Control during employment with
the Employer; and provided, further, that, if and to the extent further vesting
is prohibited by the terms of any one or more of such grants or otherwise, the
Executive shall be entitled to in-lieu cash payments from the Employer on each
date (each a "Vesting Date") when vesting would have occurred absent such
prohibition, but in no event beyond two years and 364 days following the
Disability Effective Date, equal to the spread on such Vesting Date between the
exercise price and fair market value of stock subject to stock options that
would have otherwise vested on such Vesting Date; and provided, further, that
if, after the Disability Effective Date, it is or becomes impossible on any
date to continue to calculate any future in-lieu cash payments based on such
continuation of vesting, the Executive shall thereupon be entitled immediately
to the additional vesting which would normally have occurred during such two
years and 364 days period following the Disability Effective Date with respect
to the affected type of in-lieu cash payments described above and shall be
entitled immediately to receive payment of the amount specified for such type
of in-lieu cash payments based on such additional vesting as of such date; and
(iii) until the Disability Termination of Benefits Date,
if the Executive is a participant in such plans on the Executive's Disability
Effective Date, a continuation of crediting of additional years of cumulative
service (for all purposes, including for purposes of accrual and vesting of
benefits) under any Executive Retirement Plan, Deferred Compensation Plan
and/or Senior Supplemental Executive Retirement Plan (collectively, the "SERP")
in accordance with the terms of the SERP and upon the assumption that no
termination of employment had occurred; provided, however, that if the
Disability Termination of Benefits Date occurs due to the Executive's death
during the two years and 364 days immediately after the Disability Effective
Date or if a Change in Control occurs prior to the Disability Termination of
Benefits Date, such continuation shall include any further accrual and vesting
which would occur upon the Executive's death or a Change in Control during
employment with the Employer; and
(b) Offset. The obligations of the Employer to make payments under
this Agreement to the Executive, pursuant to this Section 5, following his
Disability shall be reduced prospectively to the extent that the Executive
receives payment of amounts under any salary continuation or similar feature
contained in any disability insurance policy covering the Executive or under
any salary continuation or similar feature under Social Security or any similar
federal, state or local program. In addition, any medical, dental and other
insurance and welfare type Additional Benefits to be provided by the Employer
pursuant to clause (i) of Section 5(a) shall be secondary to any similar
benefits provided by Social Security, Medicare, any private insurance
maintained by or covering the Executive or any other similar plan or program
covering the Executive. The Executive shall provide to the Employer upon
written
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request from time to time a certification as to the types and amounts
of the benefits referred to in the first two sentences of this Section 5(b)
received by the Executive or to which he is entitled.
(c) Substitution of Benefits. If the Executive's full-
time services are terminated due to his Disability and the Executive is
entitled under the terms of this Agreement to, but is no longer eligible under
the relevant plan for, Additional Benefits because of such termination, the
Executive (or in the event of his death prior to the date that is two years and
364 days after the Disability Effective Date, his designated Beneficiaries (as
defined in Section 7 below)) shall be entitled to, and the Employer shall
provide, to the extent required by in this Agreement, benefits substantially
equivalent to such Additional Benefits to which the Executive was entitled
immediately prior to his Disability and shall do so for the period during which
he remains entitled to receive such Additional Benefits as provided in this
Section 5. With respect to the continuation of such benefits, the Executive or
his Beneficiaries (as such term is defined in Section 7) shall also be paid by
the Employer an amount which, after federal, state, local or other income or
other taxes on such amount, shall reimburse the Executive (or his
Beneficiaries) for any additional tax liabilities incurred by the Executive (or
any such Beneficiary) by reason of the receipt of such benefits after the
termination of, rather than during the term of, his employment under this
Agreement.
(d) Partial Disability. In the event of a partial
Disability of the Executive, it is understood that the Executive will provide
such part-time services as may be consistent with the nature and extent of such
Disability and his position, duties, responsibilities and status specified in
Section 3(a) of this Agreement, the Employer shall not be entitled to terminate
the Executive's employment under this Agreement as a result of such partial
Disability (provided that despite such partial disability, the Executive is
able to substantially perform most of his duties), and the terms and conditions
of this Agreement shall remain in full force and effect after such partial
Disability.
(e) Definition of Disability. As used in this Agreement,
the term "Disability" means the failure of the Executive to render for six
consecutive calendar months, or for shorter periods aggregating one hundred
eighty or more business days in any twelve month period, the services
contemplated by this Agreement which a physician selected by the Employer or
its insurers (and reasonably acceptable to the Executive or the Executive's
legal representative) determines is due to mental or physical illness or
injury.
(f) Return from Disability. If and to the extent the
Executive recovers from any such Disability, he will resume his duties and
responsibilities hereunder partially or fully to the extent of his recovery,
and the term of the Executive's employment under this Agreement shall be
reinstated as if the Executive's employment had not been terminated pursuant to
Section 5(a) of this Agreement.
6. DEATH OF THE EXECUTIVE.
(a) Vesting of Options. If the Executive dies while an
employee of the Employer or while receiving any payments on account of a
Disability as set forth in Section 5 above and during the term of this
Agreement, all stock options standing in the name of the Executive shall
immediately fully vest and must be exercised within 90 days of the date of the
Executive's death by the appropriate beneficiary.
(b) Continuation of Base Salary and Benefits. If the
Executive dies while an employee of the Employer and during the term of this
Agreement, the Employer shall continue to pay the Base Salary and to pay or
provide medical, dental and other insurance and welfare type benefits, on the
basis described in Section 5(a)(i), to the Executive's family members who were
covered for such benefits immediately prior to the Executive's death, for a
period of two years and 364 days following his death.
7. PAYMENTS AND BENEFITS UPON TERMINATION OF EMPLOYMENT FOR
ANY REASON.
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On the Date of Termination of the Executive's employment under this
Agreement for any reason whatsoever, the Executive's Base Salary will cease
thereafter to accrue except as specifically provided in Sections 5 or 9 and the
Executive (or in the event of his death, his designated beneficiaries, his
personal representative, or the executor or administrator of his estate (his
"Beneficiaries")) will be entitled to such rights and benefits under the
Employer's compensation and benefit plans, policies and arrangements in which
the Executive is then a participant as may be provided for under such plans,
policies and arrangements (which shall not be modified adversely to the
Executive or his Beneficiaries after his Date of Termination). In addition, the
Employer shall:
(a) pay and deliver to the Executive (or, in the event of
his death, to his Beneficiaries) not later than ten days after his Date of
Termination or such later date as the Executive or such Beneficiaries may
request in writing, all amounts of money and all stock or other property owed
to him by the Employer as of the Date of Termination, including but not limited
to his accrued Base Salary, any amounts payable in lieu of accrued vacation,
amounts payable to him under any expense reimbursement plans or policies for
expenses incurred through the Date of Termination, the amount of any bonus due
under any incentive plan to the Executive for any bonus period or performance
measurement cycle of the Employer that ended prior to the Date of Termination
which remained unpaid on the Date of Termination and any compensation
previously deferred by the Executive and any accrued interest on earnings on
such deferred compensation to the extent not previously paid to the Executive;
(b) cause the trustee of any trusteed plan of the
Employer to pay and deliver, and the Employer shall pay and deliver under any
similar non-trusteed plan of the Employer, to the Executive (or, in the event
of his death, to his Beneficiaries), at the earliest practicable date after
payments become due under such plan, all money, stock and other property which
such plans require to be paid or delivered or are otherwise payable or
deliverable to him after the termination of his employment;
(c) continue to insure the Executive (or, in the event of
his death, his Beneficiaries) with respect to his activities as a director,
officer or Executive of the Employer or any of its subsidiaries, for a period
of three years after such Date of Termination, under such policies of director
and officer liability insurance as Employer shall provide for its senior
officers generally; provided, however, that if a Change in Control shall have
occurred prior to such Date of Termination or shall thereafter occur, such
policies of insurance shall be no less favorable to the Executive than such
policies as may have been in effect for the Executive at any time during the
one hundred twenty day period immediately preceding the Change in Control Date;
and
(d) continue to honor such rights to indemnification as
the Executive (or, in the event of his death, his Beneficiaries) may be
entitled pursuant to any plan of indemnification or indemnification agreement
in effect at the Date of Termination.
(e) The Executive immediately waives any right or
entitlement to the payments and benefits described in Section 7(a) - (d) in the
event that the Executive breaches any term or provision of this Agreement or
the Noncompetition Agreement and in the event of such breach the Executive will
pay to the Employer an amount equal to any portion of the Severance Payment
paid to the Executive prior to the Executive's breach, in addition to any
damages the Employer may be able to recover.
8. TERMINATION OF EMPLOYMENT BY EMPLOYER FOR CAUSE.
(a) Definition of Cause. The Employer may terminate the
Executive's employment under this Agreement if the termination is for Cause.
For purposes of this Agreement, the Employer shall have "Cause" to terminate
the Executive's employment under this Agreement if, and only if, any of the
following shall occur:
(i) The Executive's conviction by a court of
competent jurisdiction or entry of a guilty plea or a plea of nolo contendere
for an act on the Executive's part constituting any felony; or
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(ii) a willful breach by the Executive of any
provisions of this Agreement if such breach results in demonstrably material
injury to the Employer.
(b) Procedural Requirements. The Executive's employment
under this Agreement shall not be subject to termination for Cause without: (i)
reasonable notice to the Executive setting forth the reasons for Employer's
intention to terminate and specifying the particulars thereof in detail, and
(ii) an opportunity for the Executive to cure any such breach, if possible,
within thirty days after receipt of such notice.
9. TERMINATION OF EMPLOYMENT BY THE EXECUTIVE FOR GOOD REASON
OR BY EMPLOYER WITHOUT CAUSE.
(a) Definition of Good Reason. The Executive may
terminate his employment under this Agreement and all of his obligations under
this Agreement to the Employer accruing after the date of such termination
(other than his obligations under Section 11, 12, 13, 18, and 26), if the
termination is for "Good Reason," which for purposes of this Agreement is
defined as:
(i) failure by the Employer to perform any of
its obligations hereunder (including, but not limited to, Employer's
obligations under Sections 3 and 4) other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Employer within 30 days after receipt of notice thereof given by the Executive;
or
(ii) failure to reelect or the removal of the
Executive as a member of the Employer's Board of Directors;
(iii) the diminution of the Executive's salary
and or a material diminution of the Executive's benefits, except in connection
with the termination of the Executive's employment for permanent disability,
Cause, as a result of the Executive's death or termination by the Executive
other than for Good Reason;
(iv) a relocation of the Executive's principal
office to any place outside Hillsborough County, Florida;
(v) any failure by the Employer to obtain the
assumption of this Agreement by any successor or assignee of the Employer;
(vi) any attempt by the Employer to terminate
the Executive for Cause which does not result in a valid termination for Cause.
Any such termination will be effective upon thirty days' prior written notice
from the Executive to the Employer.
(b) Employer's Termination Without Cause. The Employer
may terminate the Executive's employment under this Agreement without Cause (as
defined above) by written notice to the Executive. Any such termination shall
become effective upon fifteen days, prior written notice from the Employer to
the Executive.
(c) Compensation and Benefits Upon Section 9
Termination. In addition to the payments specified in Section 7 of this
Agreement, in the event of termination of the Executive's employment pursuant
to this Section 9, the Employer shall continue to pay or provide to the
Executive the following:
(i) Salary through Date of
Termination at the rate in effect just prior to the time
a Notice of Termination is given plus any benefits and
awards (including both cash and stock components) which
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pursuant to the terms of any Plans have been earned and
otherwise payable, but which have not been paid;
(ii) As severance pay, and in
lieu of any further salary for any period subsequent to
the Date of Termination, an amount in cash equal to 2.99
times the sum of the annual Base Salary on the Date of
Termination plus the average of the Executive's last
three years' bonuses (the "Severance Payment"). For the
purposes of the definition of "Severance Payment" the
Company shall compute the average of the Executive's
last three years' bonuses by including the greater of (A)
the bonus, if any, already earned by the Executive at the
time of termination related to the calendar year of the
termination or (B) the bonus, if any, earned in the
third full calendar year preceding the termination of the
Executive (e.g., if the Executive is terminated on August
1, 2001 (and this Section 9 is applicable), the Company
shall include in the bonus calculation the greater of
(A) the bonus, if any, earned by the Executive through
August 1, 2001, or (B) the bonus, if any, earned by the
Executive in calendar year 1998). Additionally, also for
the purpose of the definition of "Severance Payment," in
the event the Executive participated in a Company
program which replaces an annual cash bonus with a grant
of stock or stock options during any relevant year (a
"Company Program"), then the Company shall compute the
average of the Executive's last three years' bonuses by
(i) in the case of a Company Program consisting of a
stock grant by including the amount reported by the
Company to the Internal Revenue Service relating to such
stock grant for the relevant year and (ii) in the case
of a Company Program consisting of a stock option grant
the greater of (A) the imputed present value of such
options at the time of the grant or (B) the difference
between the fair market value of the underlying stock on
the date of the termination (which shall be calculated
on the basis of the closing price per share on the
principal trading market where the Company's common
stock is traded) and the exercise price of such options
(such greater amount shall be referred to as the "Option
Value"). For example, if the Executive is terminated on
October 1, 2003 (and this Section 9 is applicable) and
the Executive received a cash bonus of $300,000 in 2002,
a bonus consisting of stock with a value reported to the
Internal Revenue Service of $400,000 in 2001, and a
bonus consisting of options with an Option Value of
$425,000 in 2000, then the average bonus for calculating
the Severance Payment will be $375,000. For the purposes
of this Agreement, unless the relevant Company Program
specifies otherwise, if the Executive resigns for Good
Reason or is terminated without Cause, he shall be
deemed vested in whatever stock or stock options he had
earned as part of the relevant Company Program (if any)
through the date of termination.
(iii) The Executive will have 90
days subsequent to the Date of Termination to exercise
all stock options and restricted stock awards that have
been granted and were vested at Date of Termination; and
(iv) All salary and benefits shall cease at the
time of such termination, subject to the terms of any benefit or compensation
plan then in force and applicable to the Executive. The Executive immediately
waives any right or entitlement to the Severance Payment in the event that the
Executive breaches any term or provision of this Agreement or the
Noncompetition Agreement and in the event of such breach the Executive will pay
to the Employer an amount equal to any portion of the Severance Payment paid to
the Executive prior to the Executive's breach, in addition to any damages the
Employer may be able to recover. The Employer shall not have any additional
liability or obligation hereunder by reason of such termination.
10. CHANGE IN CONTROL.
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(a) Effectiveness of Section. If at any time during the
term of the Executive's employment by the Employer pursuant to this Agreement,
a Change in Control of the Employer (as defined below) shall occur, the
provisions of this Section 10 shall become effective without any limitation on
any other rights the Executive may have under this Agreement. Sections (c) and
(d) of this Section 10 shall become ineffective with respect to such Change in
Control on the first anniversary of the date on which such Change in Control
occurs (the "Change in Control Date") unless the Executive's employment has
theretofore been terminated for any reason; provided, however, that if another
Change in Control occurs after such first anniversary, Sections 10(c) and (d)
shall become effective once again with respect to such subsequent Change in
Control. If the Executive's employment so terminates prior to such first
anniversary, the provisions of Sections 10(c) and (d) shall survive so long as
the Executive or his Beneficiaries are entitled to any benefits under this
Agreement.
(b) Definition of Change in Control. For the purpose of
this Agreement, a "Change in Control" shall mean:
(i) the acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning o Rule 13d-3 promulgated under the
Exchange Act) of twenty-five percent (25%) or more of either (A) the then
outstanding shares of common stock of the Employer (the "Outstanding Employer
Common Stock") or (B) the combined voting power of the then outstanding voting
securities of the Employer entitled to vote generally in the election of
directors (the "Outstanding Employer Voting Securities"); provided, however,
that for purposes of this clause (i), the following acquisitions shall not
constitute a Change in Control: (u) any acquisition directly from the Employer,
(w) any acquisition by the Employer, (x) any acquisition by any Executive
benefit plan (or related trust) sponsored or maintained by the Employer or any
corporation controlled by the Employer, (y) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of
clause (iii) of this Section 10(b), or (z) any acquisition by Xxxxx X. Xxxxxx
or his family members; or
(ii) individuals who, as of the date of this
Agreement, constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date of this Agreement whose
election, or nomination for election by the Employer's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(iii) consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Employer (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all of the
Persons who were the beneficial owners, respectively, of the Outstanding
Employer Common Stock and Outstanding Employer Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Employer or all or substantially all of the Employer's assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Employer Common Stock and Outstanding Employer Voting Securities,
as the case may be, (B) no Person (excluding any corporation resulting from
such Business Combination or any Executive benefit plan (or related trust) of
the Employer or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, twenty-five percent or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power
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of the then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination and (C) at
least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(iv) approval by the shareholders of the
Employer of a complete liquidation or dissolution of the Employer.
(c) Certain Restrictions Following Change in Control.
If a Change in Control of the Employer occurs, then the following provisions
shall apply:
(i) the Employer shall not be entitled to
reduce, terminate or adversely (from the Executive's point of view) affect,
pursuant to Section 4(b), any Additional Benefits which are described in
Section 4(b) to which the Executive shall thereafter be entitled even in
connection with a reduction in such benefits applicable to all of the
Employer's officers who are of a similar class and station as those of the
Executive. If the continuation of any benefit provided to the Executive
violates any law or statute the Employer shall pay to the Executive the cash
equivalent of any benefit lost by the Executive;
(ii) the Employer shall not be entitled to
reduce, terminate, or adversely (from the Executive's point of view) affect the
Executive's car allowance, reimbursement of cell phone expenses, or annual
medical examination benefit, as described in Section 4(c) and must maintain
these benefits as currently enjoyed by the Executive immediately prior to any
Change in Control; and
(iii) all stock options, restricted stock
awards, SERP and similar grants theretofore or thereafter made which are
unvested shall immediately vest effective as of the Change in Control Date.
(d) Provisions Applicable to Termination of Employment.
If a Change in Control shall occur and the Executive's employment is thereafter
terminated at any time prior to the first anniversary of the Change in Control
Date by the Employer other than for Cause or by the Executive for Good Reason,
then the Executive shall be entitled to receive the following:
(i) the Executive shall be entitled to all
payments and benefits provided in Section 7;
(ii) the payments required by the provisions
of clause (i) of Section 9(c) shall be paid to the Executive in a lump sum in
cash within ten days after the Date of Termination (or such later date as the
Executive may elect);
(iii) the Executive shall receive as
severance pay, and in lieu of any further salary subsequent to the Date of
Termination and any Severance Payment referenced in Section 9(c)(ii) above, an
amount in cash equal to 2.99 times the sum of the annual Base Salary on the
Date of Termination and all benefits enjoyed by the Executive on the Date of
Termination shall continue for a period of two years and 364 days after the
Date of Termination. In addition, the Executive will receive the average of the
last three years bonuses, which shall be calculated as contemplated by Section
9(c)(ii) above. The severance sum shall be paid to the Executive within 30 days
of the Date of Termination. If the continuation of any benefit provided to the
Executive violates any law or statute the Employer shall pay to the Executive
the cash equivalent of any benefit lost by the Executive; and
(iv) the Employer shall, at its sole expense
as incurred, provide the Executive with outplacement services the scope and
provider of which shall be selected by the Executive in his sole reasonable
discretion.
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11. LIMITATION ON PAYMENTS. Notwithstanding anything in this
Agreement to the contrary, in the case of a Change in Control of the Employer,
in no event shall the Executive be entitled to receive any amount which would
result in the imposition of tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, or any similar state tax (collectively, "Excise
Tax"). In such a case, any payment due to the Executive shall automatically be
reduced to the maximum amount that may be received by the Executive that will
not trigger any Excise Tax.
12. PROPERTY.
(a) All right, title and interest in and to
Intellectual Property (as defined below) shall be and remain the sole and
exclusive property of the Employer. During the term of this Agreement, the
Executive shall not remove from the Employer's offices or premises any
documents, records, notebooks, files, correspondence, reports, memoranda or
similar materials of or containing proprietary information, or other materials
or property of any kind belonging to the Employer unless necessary or
appropriate in accordance with the duties and responsibilities required by or
appropriate for his position and, in the event that such materials or property
are removed, all of the foregoing shall be returned to their proper files or
places of safekeeping as promptly as possible after the removal shall serve its
specific purpose. The Executive shall not make, retain, remove and/or
distribute any copies of any of the foregoing for any reason whatsoever except
as may be necessary in the discharge of his assigned duties and shall not
divulge to any third person the nature of and/or contents of any of the
foregoing or of any other oral or written information to which he may have
access or with which for any reason he may become familiar, except as
disclosure shall be necessary in the performance of his duties. Upon the
termination of the Executive's employment with the Employer, he shall leave
with or return to the Employer all originals and copies of the foregoing then
in his possession, whether prepared by the Executive or by others.
(b) The Executive agrees that all right, title and
interest in and to any innovations, designs, systems, analyses, ideas for
marketing programs, and all copyrights, patents, trademarks and trade names, or
similar intangible personal property which have been or are developed or
created in whole or in part by the Executive: (i) at any time and at any place
while the Executive is employed by the Employer and which, in the case of any
or all of the foregoing, are related to and used in connection with the
business of the Employer; (ii) as a result of tasks assigned to the Executive
by the Employer; or (iii) from the use of premises or personal property
(whether tangible or intangible) owned, leased or contracted for by the
Employer (collectively, the "Intellectual Property"), shall be and remain
forever the sole and exclusive property of the Employer. The Executive shall
promptly disclose to the Employer all Intellectual Property, and the Executive
shall have no claim for additional compensation for the Intellectual Property.
(c) The Executive acknowledges that all the
Intellectual Property that is copyrightable shall be considered a work made for
hire under United States Copyright Law. To the extent that any copyrightable
Intellectual Property may not be considered a work made for hire under the
applicable provisions of the United States Copyright Law, or to the extent
that, notwithstanding the foregoing provisions, the Executive may retain an
interest in any Intellectual Property that is not copyrightable, the Executive
hereby irrevocably assigns and transfers to the Employer any and all right,
title, or interest that the Executive may have in the Intellectual Property
under copyright, patent, trade secret and trademark law, in perpetuity or for
the longest period otherwise permitted by law, without the necessity of further
consideration. The Employer shall be entitled to obtain and hold in its own
name all copyrights, patents, trade secrets, and trademarks with respect
thereto.
(d) The Executive further agrees to reveal promptly
all information relating to the Intellectual Property to appropriate officers
of the Employer and to cooperate with the Employer and execute such documents
as may be necessary or appropriate (i) in the event that the Employer desires
to seek copyright, patent or trademark protection, or other analogous
protection relating to the Intellectual Property, and when such protection is
obtained, to renew and restore the same, or (ii) to defend any opposition
proceedings in respect of obtaining and maintaining such copyright, patent or
trademark protection, or other analogous protection.
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(e) In the event the Employer is unable after
reasonable effort to secure the Executive's signature on any of the documents
referenced in Section 11(d) above, whether because of the Executive's physical
or mental incapacity or for any other reason whatsoever, the Executive hereby
irrevocably designates and appoints the Employer and its duly authorized
officers and agents as the Executive's agent and attorney-in-fact, to act for
and in his behalf and stead to execute and file any such documents and to do
all other lawfully permitted acts to further the prosecution and issuance of
any such copyright, patent or trademark protection, or other analogous
protection, with the same legal force and effect as if executed by the
Executive.
13. CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE.
Acceptance of this Agreement requires the Executive's
separate signature and acceptance of the Confidential Information and
Non-Compete Agreement attached to this Agreement as Exhibit A.
14. No Assignments; Assumption by Successor.
This Agreement is personal to the Employer and to the
Executive and may not be assigned by either party without the written consent
of the other. The Employer will require any successor (whether direct or
indirect by purchase, merger, consolation or otherwise) to all or substantially
all of the business and/or assets of the Employer to (i) expressly assume and
agree to perform this Agreement in the same manner and the same extent the
Employer would be required to perform it as if no such succession had taken
place; and (ii) notify the Executive of the assumption of this Agreement within
ten days of such assumption. Failure of the Employer to obtain such assumption
and agreement prior to the effectiveness of any such succession shall be a
breach of this agreement. As used in this Agreement, "Employer" shall mean
Romac International, Inc. and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law or otherwise. However, this agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators successors, heirs, and distributees, devisees and legatees.
15. No Set-Off.
Except as contemplated by Section 5(b), the Employer's
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right, or action which the
Employer may have against the Executive or others. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable, or benefits to be provided, to the
Executive under any of the provisions of this Agreement, and, except as
expressly provided in Sections 5(c) and 9 hereof (in the case of Section 9, as
the same may be modified by clause (iii) of Section 10(d)), such amounts shall
not be reduced whether or not the Executive obtains other employment.
16. INDEMNIFICATION.
The Employer and the Executive acknowledge that the
Executive's service as an officer of the Employer exposes the Executive to
risks of personal liability arising from, and pertaining to, the Executive's
participation in the management of the Employer. The Employer shall defend,
indemnify and hold harmless the Executive from any actual cost, loss, damages,
attorneys fees, or liability suffered or incurred by the Executive arising out
of, or connected to, the Executive's service as an officer of the Employer. The
Employer shall not be obligated to indemnify the Executive if the cost, loss,
damage, or liability results from the Executive's violation of the Securities
Exchange Act of 1934, as amended, the Executive's violation of criminal law, a
transaction from which the Executive received an improper personal benefit, the
Executive's violation of Section 607.0834 of the Florida Business Corporation
Act (or any successor law), or the Executive's willful misconduct or a
conscious disregard for the best interests of the Employer. The Employer will
not have any obligation to the Executive under this section for any loss
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13
suffered if the Executive voluntarily pays, settles, compromises, confesses
judgment for, or admits liability with respect to without the approval of the
Employer. Within thirty days after the Executive receives notice of any claim
or action which may give rise to the application of this section, the Executive
shall notify the Employer in writing of the claim or action. The Executive's
failure to timely notify the Employer of the claim or action will relieve the
Employer from any obligation to the Executive under this section.
17. PRIOR EMPLOYMENT AGREEMENTS.
The Executive represents that he has not executed any
agreement with any previous employer which may impose restrictions on his
employment with the Employer.
18. TRANSFERABILITY, SUCCESSORS AND ASSIGNS.
The rights and benefits of the Employer under this Agreement
shall be transferable and all covenants and agreements hereunder shall inure to
the benefit of and be enforceable by or against its successors and assigns. No
rights or obligations of the Executive hereunder shall be transferable or
assignable by the Executive to any third party.
19. ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the
provisions of this Agreement shall be entitled, in addition to such other
relief that may be granted, to a reasonable sum for attorney's fees and costs
incurred by such party in enforcing this Agreement (including fees incurred on
any appeal).
20. NO ORAL MODIFICATIONS.
No modifications or waivers of any provision hereof will be
binding or valid unless in writing and executed by both parties.
21. WAIVER.
Either party's failure to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, or prevent that party thereafter from enforcing each
and every other provision of this Agreement. The rights granted the parties in
this Agreement are cumulative and shall not constitute a waiver of either
party's right to assert all other legal remedies available to it under the
circumstances.
22. SEVERABILITY.
The invalidity or unenforceability of any particular provision
of this Agreement shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
23. GOVERNING LAW AND BINDING EFFECT.
This Agreement shall be interpreted and construed in
accordance with the laws of Florida.
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24. CAPTIONS.
Captions and section headings used herein are for convenience
only, are not of this Agreement, and shall not be used in construing this
Agreement.
25. COUNTERPARTS.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
26. NOTICE.
Any notice required or permitted to be given under this
Agreement shall be sufficient if it is in writing and sent by hand delivery or
by United States Express Mail service to the parties at the following
addresses:
To the Employer: 000 X. Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
Chief Financial Officer
To the Executive: Xxxxx X. Xxxxxx
0000 Xxxx Xxxxxxx
Xxxxx, Xxxxxxx 00000
27. ARBITRATION.
Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Tampa,
Florida in accordance with the rules of the American Arbitration Association
then in effect. Judgment may be entered in the arbitrator's award in any court
having jurisdiction. Such arbitration shall occur only after the parties have
attempted to resolve the dispute or controversy by mediation under mutually
agreeable terms.
28. ENTIRE AGREEMENT.
This Agreement, and the attached Exhibit A, comprise the
entire agreement between the Executive and the Employer. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to the subject matter hereof and may not be modified or terminated
orally. No modification, termination, or attempted waiver shall be valid unless
it is in writing and is executed by each of the parties.
IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of March 1, 2000.
ROMAC INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx
Chief Financial Officer
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
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EXHIBIT A
NONCOMPETITION AGREEMENT
THIS AGREEMENT ("Agreement") dated as of March 1, 2000, is entered
into by and between ROMAC INTERNATIONAL, INC., a Florida corporation (the
"Employer") and XXXXX X. XXXXXX (the "Executive").
BACKGROUND
The Employer desires to employ the Executive and the Executive wishes
to accept employment upon the terms and conditions set forth in the parties'
Employment Agreement (the "Employment Agreement") and this Agreement. The
Executive recognizes and agrees that because of his employment with the
Employer he has been and will be afforded an opportunity to become known to
various customers and potential customers of the Employer and to learn the
Employer's business practices. The Executive recognizes that this is a valuable
right, is of great personal benefit to him in his career and therefore provides
sufficient basis for the restrictive covenants contained in this Agreement.
Also, as set forth in the Employment Agreement, the Employer agrees to pay the
Executive significant severance pay in consideration for the Executive's
agreement not to compete with the Employer. Accordingly, in consideration of
the mutual covenants and agreements set forth below, the parties agree as
follows:
TERMS
1. Acknowledgement of Legitimate Business Interest of the Employer. The
Executive acknowledges that as a result of his employment with the Employer he
has accepted and received trade secrets, valuable confidential business and
professional information, substantial relationships with specific prospective
or existing clients, contractors, or customers, and goodwill associated with
the ongoing business of the Employer, all of which are of particular
significance to the Employer and constitute legitimate business interests that
the Employer has an interest in protecting. Therefore, the Executive agrees as
follows:
(a) Confidential Information. Except for proper business
purposes, at all times for the period of time commencing as of the date of this
Agreement and ending on the second anniversary of the date of termination of
the Executive's employment under the Employment Agreement (the "Noncompete
Period") the Executive agrees not to disclose or use any confidential
information, including without limitation, information regarding research,
developments, product designs or specifications, processes, "know-how," prices,
suppliers, customers, contractors, clients, costs or any knowledge or
information with respect to confidential or trade secrets of the Employer, it
being understood that such confidential information does not include
information that is publicly available unless such information became publicly
available as a result of a breach of this Agreement. The Executive acknowledges
and agrees that all notes, records, reports, sketches, plans, unpublished
memoranda or other documents belonging to the Employer, but held by the
Executive, concerning any information relating to the Employer's business,
whether confidential or not, are the property of the Employer.
(b) Non-Solicitation. At all times during the Noncompete
Period, the Executive shall not, directly or indirectly, induce, influence,
combine or conspire with, or attempt to induce, any executive, vendor, client,
contractor, or supplier of the Employer to terminate their employment, or other
relationship, with or compete against the Employer or any present or future
affiliates of the Employer in the Executive leasing or placement industry (the
"Business").
(c) Noncompetition. The Executive agrees that during the
Noncompete Period, whether the termination shall be voluntary or involuntary,
with or without cause, or for any other reason
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16
whatsoever, the Executive shall not, directly or indirectly, as owner, partner,
joint venturer, executive, broker, agent, corporate officer, principal,
licensor, shareholder (unless as owner of no more than one percent of the
issued and outstanding capital stock of such entity if such stock is publicly
traded) or in any other capacity whatsoever: (a) attempt to hire any other
executive of the Employer or person on assignment or otherwise encourage or
attempt to encourage any other executive of the Employer or person on
assignment to leave employment or terminate an assignment with the Employer; or
(b) in any manner or at any time, solicit or encourage or discuss with any
person, firm, corporation, or any business entity who are customers, clients,
contractors, or prospective clients or contractors of the Employer to cease
doing business with the Employer and/or other executives of the Employer. In
the event the Executive breaches any term contained in this Section, the
Executive immediately waives any right or entitlement to the severance payments
described in the Employment Agreement (which includes both the Severance
Payment referenced in Section 9(c)(ii) of the Employment Agreement as well as
any other severance payable pursuant to Section 10(d)(iii) of the Employment
Agreement) and will pay to the Employer an amount equal to any portion of the
severance payments paid to the Executive prior to the Executive's breach, in
addition to any damages the Employer may be able to recover.
(d) Exception. Notwithstanding anything to the contrary
contained in this Agreement, in the event: (i) the Executive resigns for "Good
Reason" (as such term is defined in Section 9(a) of the Employment Agreement)
or is terminated without "Cause" (as such term is defined in Section 8 of the
Employment Agreement), and (ii) the Executive delivers a written statement to
the Company specifically releasing the Company from paying any Severance
Payment as contemplated by Section 9(c)(ii) of the Employment Agreement (in a
form reasonably acceptable to the Company), then (iii) the provisions of
Sections 1(b) and 1(c) of this Agreement shall have no force or effect.
2. Severability and Specific Performance.
(a) If, in any judicial proceedings, a court shall refuse to
enforce any of the covenants included in Paragraph 1(a), (b), or (c) above,
then such unenforceable covenant shall be amended to relate to such lesser
period or geographical area as shall be enforceable. In the event the Employer
should bring any legal action or other proceeding against the Executive for
enforcement of this Agreement, the calculation of the Noncompete Period, if
any, shall not include the period of time commencing with the filing of legal
action or other proceeding to enforce this Agreement through the date of final
judgment or final resolution including all appeals, if any, of such legal
action or other proceeding unless the Employer is receiving the practical
benefits of Paragraph 1(a), (b), and (c) above during such time.
(b) The Executive hereby acknowledges that the restrictions on
his activity as set forth in Paragraphs 1(a), (b), and (c) hereof are required
for the Employer's reasonable protection and are a material inducement for the
Employer to enter into this Agreement. The Executive hereby agrees that in the
event of the violation by him of any such provisions of this Agreement, the
Employer will be entitled to institute and prosecute proceedings at law or in
equity to obtain damages with respect to such violation or to enforce the
specific performance of this Agreement by the Executive or to enjoin the
Executive from engaging in any activity in violation of Paragraphs 1(a), (b) or
(c).
3. Miscellaneous Provisions.
(a) Notice: All notices, requests, demands, claims, and other
communications under this Agreement will be in writing. Any notice, request,
demand, claim, or other communication under this Agreement shall be deemed duly
given if delivered personally, telecopied (if confirmed), or sent by registered
or certified mail (return receipt requested) addressed to the intended
recipient as set forth below (or at such other address for a party as shall be
specified by like notice):
If to Executive:
Xxxxx X. Xxxxxx
0000 Xxxx Xxxxxxx
-00-
00
Xxxxx, Xxxxxxx 00000
If to the Employer:
Romac International, Inc.
000 Xxxx Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
Chief Financial Officer
(b) Entire Agreement, Amendments. Except for the Employment
Agreement and other agreements and writings expressly provided for therein,
this Agreement contains the entire agreement and understanding of the parties
to this Agreement relating to the subject matter of this Agreement, and
supersedes any prior and contemporaneous understandings, agreements, or
representations of every nature between the parties. This Agreement may not be
changed or modified, except by an agreement in writing signed by each of the
parties to this Agreement.
(c) Waiver. The waiver of the breach of any term or provision
of this Agreement shall not operate as or be construed to be a waiver of any
other or subsequent breach of this Agreement.
(d) Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of Florida, without regard to the
conflict-of-laws provisions thereof.
(e) Invalidity. In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the validity of any other provision of this
Agreement, and such provision(s) shall be deemed modified to the extent
necessary to make it or them enforceable.
(f) Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of such shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.
(g) Attorneys' Fees. The prevailing party in any action
brought to enforce the provisions of this Agreement shall be entitled, in
addition to such other relief that may be granted, to a reasonable sum for
attorneys' fees and costs incurred by such party in enforcing this Agreement
(including fees incurred on any appeal).
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the day and year first above written.
ROMAC INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Chief Financial Officer
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx
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