EXHIBIT 10.64
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 30/th/ day of April, 2000, is
by and between WORKFLOW MANAGEMENT, INC., a Delaware corporation (the
"Company"), and XXXXX X. XXXXXX ("Employee").
RECITALS
The Company desires to employ Employee and to have the benefit of his
skills and services, and Employee desires to be employed with the Company, on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein, and the performance of each, the parties
hereto, intending legally to be bound, hereby agree as follows:
AGREEMENTS
1. Employment; Term. The Company hereby employs Employee to perform the
----------------
duties described herein, and Employee hereby accepts employment with the
Company, for a term beginning on the date hereof and continuing for a period of
four (4) years (the "Initial Term"). The Initial Term shall be renewed for
additional periods of one (1) year each (the "Renewal Periods" and together with
the Initial Term, the "Term") unless the Company provides written notice to
Employee, or Employee provides written notice to the Company, in either case no
less than ninety (90) days prior to the expiration of the Initial Term or of a
Renewal Period, whichever is applicable, that such renewal will not be made.
2. Position and Duties. The Company hereby employs Employee as President
-------------------
and Chief Executive Officer. As such, Employee shall have responsibilities,
duties and authority reasonably accorded to and expected of the President and
Chief Executive Officer of the Company and assigned to Employee by the Board of
Directors of the Company (the "Board"). As Chief Executive Officer of the
Company, Employee will report directly to the Chairman of the Company. Upon the
request of the Board at any time during the Term, Employee shall agree to resign
as Chief Executive Officer of the Company and serve as President and Chief
Operating Officer of one of the Company's divisions (reporting directly to the
Chief Executive Officer of the Company) or in a position of similar rank and
authority; provided, however, that at no time shall Employee be required to
report to anyone subordinate to the Chief Executive Officer of the Company.
Employee hereby accepts this employment upon the terms and conditions herein
contained and agrees to devote substantially all of his professional time,
attention, and efforts to promote and further the business of the Company.
Employee shall faithfully adhere to, execute, and fulfill all policies
established by the Company.
3. Compensation. For all services rendered by Employee, the Company
------------
shall compensate Employee as follows:
1
(a) Base Salary. The base salary payable to Employee shall be
$325,000 per year, payable on a regular basis in accordance with the Company's
standard payroll procedures, but not less often than monthly. On at least an
annual basis, the Board or Compensation Committee will review Employee's
performance and may make any increases to such base salary if, in its sole
discretion, any such increase is warranted.
(b) Incentive Bonus. During the Term, Employee shall be eligible to
receive an incentive bonus up to the amount, based upon the criteria, and
payable in such amount, at such times as are specified in Exhibit A attached
---------
hereto. The manner of payment, and form of consideration, if any, shall be
determined by the Compensation Committee of the Board, in its sole and absolute
discretion, and such determination shall be binding and final. To the extent
that such bonus is to be determined in light of financial performance during a
specified fiscal period and this Agreement commences on a date after the start
of such fiscal period, any bonus payable in respect of such fiscal period's
results may be prorated. In addition, if the period of Employee's employment
hereunder expires before the end of a fiscal period, and if Employee is eligible
to receive a bonus at such time (such eligibility being subject to the
restrictions set forth in Section 6 below), any bonus payable in respect of such
fiscal period's results may be prorated.
(c) Perquisites, Benefits, and Other Compensation. During the Term,
Employee shall be entitled to receive such perquisites and benefits as are
customarily provided to the Company's executive officers, subject to such
changes, additions, or deletions as the Company may make from time to time, as
well as such other perquisites or benefits as may be specified from time to time
by the Compensation Committee of the Board.
4. Expense Reimbursement. The Company shall reimburse Employee for (or,
---------------------
at the Company's option, pay) all business travel and other out-of-pocket
expenses reasonably incurred by Employee in the performance of his services
hereunder during the Term. The Company acknowledges that Employee may, for all
or a portion of the Term, reside away from the Company's headquarters in Palm
Beach, Florida, and thus, all travel to and from Employee's principal residence
for business purposes shall be reimbursed. All reimbursable expenses shall be
appropriately documented in reasonable detail by Employee upon submission of any
request for reimbursement, and in a format and manner consistent with the
Company's expense reporting policy, as well as applicable federal and state tax
record keeping requirements.
5. Place of Performance. Employee understands that the Company may
--------------------
request that he relocate from his present residence to another geographic
location in order to more efficiently carry out his duties and responsibilities
under this Agreement or as part of a promotion or a change in duties and
responsibilities. In such event, the Company will provide Employee with a
relocation allowance, in an amount determined by the Company, to assist Employee
in covering the costs of moving himself, his immediate family, and their
personal property and effects. The total amount and type of costs to be covered
shall be determined by the Company, in light of prevailing Company policy at the
time.
6. Termination; Rights on Termination. Employee's employment may be
----------------------------------
terminated in any one of the followings ways, prior to the expiration or non-
renewal of the Term:
2
(a) Death. The death of Employee shall immediately terminate the
employment and Term, and no severance compensation shall be owed to Employee's
estate.
(b) Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been unable to perform the
material duties of his position on a full-time basis for a period of four
consecutive months, or for a total of four months in any six-month period, then
thirty (30) days after written notice to the Employee (which notice may be given
before or after the end of the aforementioned periods, but which shall not be
effective earlier than the last day of the applicable period), the Company may
terminate Employee's employment hereunder if Employee is unable to resume his
full-time duties at the conclusion of such notice period. Subject to Section
6(f) below, if Employee's employment is terminated as a result of Employee's
disability, the Company shall continue to pay Employee his base salary at the
then-current rate for the lesser of (i) five (5) months from the effective date
of termination, or (ii) whatever time period is remaining under the Term. Such
payments shall be made in accordance with the Company's regular payroll cycle.
(c) Termination by the Company "For Cause." The Company may terminate
Employee's employment hereunder ten (10) days after written notice to Employee
"for cause," which shall be: (i) Employee's material breach of this Agreement,
which breach is not cured within ten (10) days of receipt by Employee of written
notice from the Company specifying the breach; (ii) Employee's gross negligence
in the performance of his material duties hereunder, intentional nonperformance
or mis-performance of such duties, or refusal to abide by or comply with the
directives of the Board, his superior officers, or the Company's policies and
procedures, which actions continue for a period of at least ten (10) days after
receipt by Employee of written notice of the need to cure or cease; (iii)
Employee's willful dishonesty, fraud, or misconduct with respect to the business
or affairs of the Company, and that in the reasonable judgment of the Company
materially and adversely affects the operations or reputation of the Company;
(iv) Employee's conviction of a felony or other crime involving moral turpitude;
or (v) Employee's abuse of alcohol or drugs (legal or illegal) that, in the
Company's reasonable judgment, substantially impairs Employee's ability to
perform his duties hereunder. In the event of a termination "for cause," as
enumerated above, Employee shall have no right to any severance compensation.
(d) Without Cause.
(i) At any time after the commencement of employment, the
Company may, without cause, terminate Employee's employment, effective thirty
(30) days after written notice is provided to the Employee. Should Employee be
terminated by the Company without cause, Employee shall receive from the Company
the base salary at the rate then in effect for the longer of (i) five (5) months
from the date of termination, or (ii) whatever time period is remaining under
the Term. Such payments shall be made in accordance with the Company's regular
payroll cycle.
(ii) At any time after the commencement of employment, the
3
Employee may terminate this Agreement for Good Reason upon giving the Company
thirty (30) days prior written notice. If Employee terminates this Agreement for
Good Reason, Employee shall receive from the Company the base salary at the rate
then in effect for the lesser of (i) six (6) months from the date of
termination, or (ii) whatever time period is remaining under the Term. Such
payments shall be made in accordance with the Company's regular payroll cycle.
For purposes of this Agreement, Good Reason shall mean:
(A) a breach by the Company of any material obligation to
Employee hereunder, which breach is not cured within thirty (30) days after
written notice thereof is given to the Company by Employee; or
(B) Employee's refusal to be relocated from his present
residence to any other geographic location pursuant to a request by the Company.
(iii) If Employee resigns or otherwise terminates his employment
for any reason, Employee shall receive no severance compensation.
(e) Payment Through Termination. Upon termination of Employee's
employment for any reason provided above, Employee shall be entitled to receive
all compensation earned and all benefits and reimbursements (including payments
for accrued vacation and sick leave, in each case in accordance with applicable
policies of the Company) due through the effective date of termination.
Additional compensation subsequent to termination, if any, will be due and
payable to Employee only to the extent and in the manner expressly provided
above in this Section 6. With respect to incentive bonus compensation, Employee
shall be entitled to receive any bonus declared but not paid prior to
termination. Notwithstanding the foregoing, in the event of a termination by
the Company under Section 6(b) or 6(e), Employee shall be entitled to receive
incentive bonus compensation through the end of the Company's fiscal year in
which termination occurs, calculated as if Employee had remained employed by the
Company through the end of such fiscal year, and paid in such amounts, at such
times, and in such forms as are determined pursuant to Section 3(b) above and
Exhibit A attached hereto. Except as specified in the preceding two sentences,
Employee shall not be entitled to receive any incentive bonus compensation after
the effective date of termination of his employment. All other rights and
obligations of the Company and Employee under this Agreement shall cease as of
the effective date of termination, except that the Company's obligations under
this Section 6(f) and Section 12 below and Employee's obligations under Sections
7, 8, 9 and 10 below shall survive such termination in accordance with their
terms.
(f) Change in Title. Employee's agreement to resign as President and
Chief Executive Officer of the Company and serve as President and Chief
Operating Officer of one of the Company's divisions or in a position of similar
rank and authority reporting directly to the Chief Executive Officer (as more
specifically described in Section 2) shall in no event be deemed a termination
of employment under the terms of this Agreement.
4
7. Restriction on Competition.
---------------------------
(a) During the Term and for such period after the Term that Employee
continues to be employed by the Company and/or any other entity owned by or
affiliated with the Company on an "at will" basis and, thereafter, for a period
equal to the longer of (x) one year, or (y) the period during which Employee is
receiving any severance pay or other compensation from the Company in accordance
with the terms of this Agreement, Employee shall not, directly or indirectly,
for himself or on behalf of or in conjunction with any other person, company,
partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner,
officer, director, partner, shareholder, joint venturer, employee, independent
contractor, consultant, advisor, or sales representative, in any business
selling any products or services which were sold by the Company on the date of
the termination of Employee's employment, within 50 miles of any location where
the Company both has an office and conducts business on the date of the
termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales,
supervisory, or management employee of the Company for the purpose or with the
intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has
been, within one year prior to that time, a customer of the Company for the
purpose of soliciting or selling products or services in direct competition with
the Company; or
(iv) on Employee's own behalf or on behalf of any competitor,
call upon any person who or that, during Employee's employment by the Company
was either called upon by the Company as a prospective acquisition candidate
with respect to which Employee had actual knowledge or was the subject of an
acquisition analysis conducted by the Company with respect to which Employee had
actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee
from acquiring as an investment not more than two percent (2%) of the capital
stock of a competing business, whose stock is traded on a national securities
exchange or through the automated quotation system of a registered securities
association.
(c) It is further agreed that, in the event that Employee shall cease
to be employed by the Company and enters into a business or pursues other
activities that, on the date of termination of Employee's employment, are not in
competition with the Company, Employee shall not be chargeable with a violation
of this Section 7 if the Company subsequently enters the same (or a similar)
competitive business or activity or commences competitive operations within 50
miles of the Employee's new business or activities. In addition, if Employee
has no actual knowledge that his actions violate the terms of this Section 7,
Employee shall not be deemed to have breached the restrictive covenants
contained herein if, promptly after being notified by the Company of such
breach, Employee ceases the prohibited actions.
5
(d) For purposes of this Section 7, references to "Company" shall mean
Workflow Management, Inc., together with its subsidiaries and affiliates. For
the purposes of this Agreement, "affiliate" shall mean any entity twenty-five
percent or more of the stock of which is owned or controlled, directly or
indirectly, by the Company or any subsidiary of the Company.
(e) The covenants in this Section 7 are severable and separate, and
the unenforceability of any specific covenant shall not affect the provisions of
any other covenant. If any provision of this Section 7 relating to the time
period or geographic area of the restrictive covenants shall be declared by a
court of competent jurisdiction to exceed the maximum time period or geographic
area, as applicable, that such court deems reasonable and enforceable, said time
period or geographic area shall be deemed to be, and thereafter shall become,
the maximum time period or largest geographic area that such court deems
reasonable and enforceable and this Agreement shall automatically be considered
to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of such covenants; provided, that upon
--------
the failure of the Company to make any payments required under this Agreement,
the Employee may, upon thirty (30) days' prior written notice to the Company,
waive his right to receive any additional compensation pursuant to this
Agreement and engage in any activity prohibited by the covenants of this Section
7. It is specifically agreed that the period of one year stated at the
beginning of this Section 7, during which the agreements and covenants of
Employee made in this Section 7 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in violation
of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by
law or court decision, then, notwithstanding the provisions of Section 6 above,
Employee shall be entitled to receive from the Company his base salary at the
rate in effect on the date of termination of Employee's employment solely for
the longer of (i) the time period during which the provisions of this Section 7
shall be enforceable under the provisions of such applicable law, or (ii) the
time period during which Employee is not engaging in any competitive activity,
but in no event longer than the applicable period provided in Section 6 above.
This Section 7(g) shall be construed and interpreted in light of the duration of
the applicable restrictive covenants.
(h) Employee has carefully read and considered the provisions of this
Section 7 and, having done so, agrees that the restrictive covenants in this
Section 7 impose a fair and reasonable restraint on Employee and are reasonably
required to protect the interests of the Company, and their respective officers,
directors, employees, and stockholders. It is further agreed that the Company
and Employee intend that such covenants be construed and enforced in accordance
with the changing activities, business, and locations of the Company throughout
the term of these covenants.
6
(i) Notwithstanding any of the foregoing, if the Company terminates
Employee's employment pursuant to Section 6(b) or Section 6(d), then the
restrictions on Employee described in this Section 7 shall only apply for the
period during which Employee is receiving any severance pay from the Company.
The parties expressly agree that Employee shall have the right to receive, but
not the obligation to accept, severance compensation for termination under
either Section 6(b) or Section 6(d).
8. Confidential Information. Employee hereby agrees to hold in strict
------------------------
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
(including all trade secrets), in whatever form, whether oral, written, or
electronic (collectively, the "Confidential Information"), to which Employee
has, or is given (or has had or been given), access as a result of his
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company because such Confidential
Information encompasses technical know-how, trade secrets, or technical,
financial, organizational, sales, or other valuable aspects of the Company's
business and trade, including, without limitation, technologies, products,
processes, plans, clients, personnel, operations, and business activities. This
restriction shall not apply to any Confidential Information that (a) becomes
known generally to the public through no fault of the Employee; (b) is required
by applicable law, legal process, or any order or mandate of a court or other
governmental authority to be disclosed; or (c) is reasonably believed by
Employee, based upon the advice of legal counsel, to be required to be disclosed
in defense of a lawsuit or other legal or administrative action brought against
Employee; provided, that in the case of clauses (b) or (c), Employee shall give
--------
the Company reasonable advance written notice of the Confidential Information
intended to be disclosed and the reasons and circumstances surrounding such
disclosure, in order to permit the Company to seek a protective order or other
appropriate request for confidential treatment of the applicable Confidential
Information.
9. Inventions. Employee shall disclose promptly to the Company any and
----------
all significant conceptions and ideas for inventions, improvements, and valuable
discoveries, whether patentable or not, that are conceived or made by Employee,
solely or jointly with another, during the period of employment or within one
year thereafter, and that are directly related to the business or activities of
the Company and that Employee conceives as a result of his employment by the
Company, regardless of whether or not such ideas, inventions, or improvements
qualify as "works for hire." Employee hereby assigns and agrees to assign all
his interests therein to the Company or its nominee. Whenever requested to do
so by the Company, Employee shall execute any and all applications, assignments,
or other instruments that the Company shall deem necessary to apply for and
obtain Letters Patent of the United States or any foreign country or to
otherwise protect the Company's interest therein.
10. Return of Company Property. Promptly upon termination of Employee's
--------------------------
employment by the Company for any reason or no reason, Employee or Employee's
personal representative shall return to the Company (a) all Confidential
Information; (b) all other records, designs, patents, business plans, financial
statements, manuals, memoranda, lists,
7
correspondence, reports, records, charts, advertising materials, and other data
or property delivered to or compiled by Employee by or on behalf of the Company
or its representatives, vendors, or customers that pertain to the business of
the Company, whether in paper, electronic, or other form; and (c) all keys,
credit cards, vehicles, and other property of the Company. Employee shall not
retain or cause to be retained any copies of the foregoing. Employee hereby
agrees that all of the foregoing shall be and remain the property of the
Company, as the case may be, and be subject at all times to their discretion and
control.
11. Indemnification. In the event Employee is made a party to any
---------------
threatened or pending action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by the Company against
Employee, and excluding any action by Employee against the Company), by reason
of the fact that he is or was performing services under this Agreement or as an
officer or director of the Company, then, to the fullest extent permitted by
applicable law, the Company shall indemnify Employee against all expenses
(including reasonable attorneys' fees), judgments, fines, and amounts paid in
settlement, as actually and reasonably incurred by Employee in connection
therewith. Such indemnification shall continue as to Employee even if he has
ceased to be an employee, officer, or director of the Company and shall inure to
the benefit of his heirs and estate. The Company shall advance to Employee all
reasonable costs and expenses directly related to the defense of such action,
suit, or proceeding within twenty (20) days after written request therefore by
Employee to the Company, provided, that such request shall include a written
--------
undertaking by Employee, in a form acceptable to the Company, to repay such
advances if it shall ultimately be determined that Employee is or was not
entitled to be indemnified by the Company against such costs and expenses. In
the event that both Employee and the Company are made a party to the same third-
party action, complaint, suit, or proceeding, the Company will engage competent
legal representation, and Employee agrees to use the same representation;
provided, that if counsel selected by the Company shall have a conflict of
--------
interest that prevents such counsel from representing Employee, Employee may
engage separate counsel and the Company shall pay all reasonable attorneys' fees
of such separate counsel. The provisions of this Section 11 are in addition to,
and not in derogation of, the indemnification provisions of the Company's By-
laws. The foregoing indemnification also shall be applicable to Employee in his
capacity as an officer, director, or representative of any subsidiary of the
Company, or any other entity, but in each case only to the extent that Employee
is serving at the request of the Board.
12. No Prior Agreements. Employee hereby represents and warrants to the
-------------------
Company that the execution of this Agreement by Employee, his employment by the
Company, and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client, or any other Person.
Further, Employee agrees to indemnify and hold harmless the Company and its
officers, directors, and representatives for any claim, including, but not
limited to, reasonable attorneys' fees and expenses of investigation, of any
such third party that such third party may now have or may hereafter come to
have against the Company or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company, this Agreement shall automatically
supersede
8
such agreement or understanding, and upon execution of this Agreement by
Employee and the Company, such prior agreement or understanding automatically
shall be deemed to have been terminated and shall be null and void.
13. Assignment; Binding Effect. Employee understands that he has been
--------------------------
selected for employment by the Company on the basis of his personal
qualifications, experience, and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement. This
Agreement may not be assigned or transferred by the Company without the prior
written consent of Employee. Subject to the preceding two sentences, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Notwithstanding the foregoing, if Employee accepts
employment with a subsidiary or affiliate of the Company, unless Employee and
his new employer agree otherwise in writing, this Agreement shall automatically
be deemed to have been assigned to such new employer (which shall thereafter be
an additional or substitute beneficiary of the covenants contained herein, as
appropriate), with the consent of Employee, such assignment shall be considered
a condition of employment by such new employer, and references to the "Company"
in this Agreement shall be deemed to refer to such new employer. If the Company
is merged with or into another entity and the successor company is engaged in
substantially the same business as the Company, such action shall not be
considered to cause an assignment of this Agreement and the surviving or
successor entity shall become the beneficiary of this Agreement and all
references to the "Company" shall be deemed to refer to such surviving or
successor entity. No other person shall be a third-party beneficiary under this
Agreement.
14. Complete Agreement; Waiver; Amendment. This Agreement is not a
-------------------------------------
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or any of its officers,
directors, or representatives covering the same subject matter as this
Agreement. This Agreement is the final, complete, and exclusive statement and
expression of the agreement between the Company and Employee with respect to the
subject matter hereof and thereof, and cannot be varied, contradicted, or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a
further writing signed by a duly authorized officer of the Company and Employee,
and no term of this Agreement may be waived except by a writing signed by the
party waiving the benefit of such term.
15. Notice. Whenever any notice is required hereunder, it shall be given
------
in writing addressed as follows:
To the Company: Workflow Management, Inc.
000 Xxxxx Xxxx Xxx
Xxxx Xxxxx, XX 00000
Fax: (000) 000-0000
Attn: President
9
with a copy to: Xxx X. Xxxxx, XX, Esq.
Xxxxxxx & Xxxxxxx
P. O. Xxx 0000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
To Employee: Xxxxx X. Xxxxxx
000 Xxxxxx Xxx Xxxxx
Xxxx Xxxxx Xxxxxxx, XX 00000
Fax: (000) 000-0000
Notice shall be deemed given and effective three days after the deposit in the
U.S. mail of a writing addressed as above and sent first class mail, certified
return receipt requested, or, if sent by express delivery, hand delivery, or
facsimile, when actually received. Either party may change the address for
notice by notice to the other party of such change in accordance with this
Section 15.
16. Severability; Headings. If any portion of this Agreement is held
----------------------
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. This
severability provision shall be in addition to, and not in place of, the
provisions of Section 7(e) above. The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.
17. Equitable Remedy. Because of the difficulty of measuring economic
----------------
losses to the Company as a result of a breach of the restrictive covenants set
forth in Sections 7, 8, 9 and 10, and because of the immediate and irreparable
damage that would be caused to the Company for which monetary damages would not
be a sufficient remedy, it is hereby agreed that in addition to all other
remedies that may be available to the Company at law or in equity, the Company
shall be entitled to specific performance and any injunctive or other equitable
relief as a remedy for any breach or threatened breach of the aforementioned
restrictive covenants.
18. Arbitration. Except for actions initiated by the Company to enjoin a
-----------
breach by, and/or recover damages from, Employee related to violation of any of
the provisions in paragraphs 7 through 10, which the Company may bring in an
appropriate court of law or equity, any other unresolved dispute or controversy
arising under or in connection with Employee's employment and/or this Agreement
shall be settled or resolved exclusively by arbitration conducted in accordance
with the rules of the American Arbitration Association then in effect. This
includes any and all federal, state and/or local claims based upon statute,
common law and/or local ordinance, including, but not limited to claims under
Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, the Family and Medical Leave Act, and the Americans with
Disabilities Act. The arbitrator(s) shall not have the authority to add to,
detract from or modify this Agreement except as permitted by the Agreement. The
arbitrator's decision shall be final and binding, and judgment may be entered on
10
the decision in any court having competent jurisdiction. The direct expense of
the arbitration shall be borne by the Company but each party will bear its own
expenses and legal fees. The arbitration shall be held in any of the following
locations (individually, the "Arbitration Location"): (a) Palm Beach County,
Florida; (b) the City of Norfolk, Virginia; or (c) the city where Employee is or
was last employed by Company. The selection of an Arbitration Location shall be
at the sole and absolute discretion of the Company.
19. Equitable Relief: Jurisdiction and Venue. Employee acknowledges that
----------------------------------------
the Company's principal corporate office is in the City of Palm Beach, Florida.
Upon due consideration of any effects created hereby, Employee hereby
irrevocably submits to the jurisdiction and venue of a court of competent civil
jurisdiction sitting in Palm Beach County, Florida, in any action or proceeding
brought by the Company arising out of, or relating to, the provisions in
paragraphs 7 through 10 of this Agreement. Employee hereby irrevocably agrees
that any such action or proceeding may, at the Company's option, be heard and
determined in such court. Employee agrees that a final order or judgment in any
such action or proceeding shall, to the extent permitted by applicable law, be
conclusive and may be enforced in other jurisdictions by suit on the order or
judgment, or in any other manner provided by applicable law related to the
enforcement of judgments.
20. Governing Law. This Agreement shall in all respects be construed
-------------
according to the laws of the State of Florida, without regard to its conflict of
laws principles.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be duly
executed as of the date first written above.
WORKFLOW MANAGEMENT, INC.
/s/ Xxxxxx X. X'Xxxxxxxx
-----------------------------------
Xxxxxx X. X'Xxxxxxxx
Chairman
EMPLOYEE
/s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
11
EXHIBIT A
---------
INCENTIVE BONUS PLAN
--------------------
Under the Company's Incentive Bonus Plan, Employee will be eligible to earn up
to 100% of Employee's base salary in bonus compensation, payable out of a bonus
pool determined by the Board of the Company or a compensation committee thereof,
depending upon the achievement of specified criteria and payable in the form of
cash, stock options, or other non-cash awards, in such proportions, and in such
forms, as are determined by the Board of the Company or a compensation committee
thereof. Bonuses under the Incentive Bonus Plan will be determined by measuring
Employee's performance and the Company's performance based on the following
criteria, weighted as indicated, and measured against target performance levels
established by the Board of Company or such compensation committee: (i) quality
and timeliness of the Company's financial reporting -- 50%; (ii) the growth of
net earnings per share of the Company -- 25%; and (iii) improvement in the
Company's operating margin -- 25%. Notwithstanding anything to the contrary
herein, Employee shall receive a guaranteed cash bonus of $162,500.00 on May 1,
2001 from the Company.
12
