EXHIBIT 99
December 5, 2007
Xxxxx X. Xxxxxx
Patriot Transportation Holding, Inc.
0000 Xxx Xxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Dear Xxxxx:
This letter agreement (this "Agreement") sets forth our
agreement regarding the benefits to which you will be entitled in
the event that (i) Patriot sells all of the stock or assets of
SunBelt Transport, Inc. ("SunBelt") to an unaffiliated third party,
or (ii) a Change of Control (as defined in Section 11.2(b)(i) of
Patriot's 2006 Stock Incentive Plan) occurs.
1. Stock Options. On the date Patriot completes the sale
of SunBelt or such Change of Control occurs (the "Closing Date"), all
unvested stock options previously granted to you will immediately
become fully vested and shall remain exercisable for a period of three
months, or if less, the remaining term of the options.
2. Restricted Stock. On the Closing Date, all forfeiture
restrictions on the shares of restricted stock previously granted to you
will immediately lapse.
3. Severance Payment.
a. If the buyer does not offer you an executive
position comparable to your existing position with a compensation
structure no less favorable to you than to your existing compensation
package, Patriot will pay to you (or require the buyer to pay to you)
a payment equal to your annual base salary plus maximum potential bonus
multiplied by two in a single sum within 10 days of the date on which
your termination of employment occurs.
b. In the event that either (i) buyer terminates your
employment before the second anniversary of the Closing Date other than for
good cause (as defined below), or (ii) you terminate your employment with
the buyer before the second anniversary of the Closing Date for good reason
(as defined below) (each a "Triggering Event"), then you will be entitled
receive, and the buyer will be obligated to pay to you, in a single sum
within 10 days of the date on which your termination of employment occurs,
a severance payment equal to your annual base salary plus maximum potential
bonus multiplied by two provided, however, that in such event, the severance
payment will be reduced by 4.1667% for each month that you are employed by
the buyer after the Closing Date. Should the buyer fail to honor and pay
you the Severance Payment, then Patriot shall make such payment and seek
recovery from the buyer at its own expense and with your cooperation.
4. COBRA. If the buyer does not hire you then Patriot will
pay to you on a monthly basis for a period of one year after the Closing
Date, an amount, within 10 days of the date on which your termination of
employment occurs, a single sum equal to (i) the monthly cost of COBRA
coverage, less (ii) the amount that you currently pay for health insurance
coverage under Patriot's health insurance plan. Patriot will require the
buyer to agree that, in the event that a Triggering Event occurs, the buyer
will pay to you such monthly amount until the earlier of (i) one year from
the date of the Triggering Event, or (ii) the second anniversary of the
Closing Date.
5. Requirement to Remain in Employment; General Release.
As an additional condition to your entitlement to the benefits described
in this Agreement;
a. You must not have voluntarily terminated your
employment from Patriot prior to the Closing Date and your employment with
Patriot must not have been terminated by Patriot prior to the Closing Date
for good cause (as defined below).
b. If you become employed by the buyer, you must not
have terminated your employment with the buyer for any reason except good
reason and your employment with buyer must not have been terminated by buyer
for good cause (as defined below).
c. You must timely execute a general release in form
reasonably acceptable to Patriot releasing all claims that you may have
against Patriot in connection with your employment, except for the
benefits payable under this Agreement.
6. Definitions. For purposes of this letter agreement:
(a) "Good Cause" means any of the following: (i) the
commission of a felony; (ii) willful misconduct or gross negligence resulting
in material and demonstrable harm to the buyer; (iii) a material violation of
any of the buyer's policies or procedures resulting in material and
demonstrable harm to the buyer; (iv) the repeated and continued failure to
carry out, in all material respects, the buyer's reasonable and lawful
directions, except where a failure is attributable to illness, injury, or
disability; or (v) fraud, embezzlement, theft, or material dishonesty
against the buyer.
(b) "Good Reason" means any of the following: (i) any
reduction in base salary or incentive bonus opportunity; (ii) a requirement
that your principal place of business be related to a location that is more
than 50 miles from Jacksonville, Florida; or (iii) any material diminution
in duties, responsibilities, reporting obligations, titles, or authority
that the buyer does not cure within 20 days after written notice.
7. General Provisions. This Agreement is made in Florida and
will be interpreted under its laws. This Agreement supersedes all prior
agreements and understandings, whether oral or written, between Patriot and
you with respect to the subject matter of this Agreement. If any provision
of this Agreement is declared illegal and unenforceable, then such provision
shall be deemed void, leaving the remainder of this Agreement in effect.
Any amendment to this Agreement must be in writing and signed by you and
Patriot. Any waiver of any term of this Agreement must be signed by the
waiving party. Patriot intends to ensure that you fully understand this
Agreement and that you are entering into it on a completely voluntary
basis. Accordingly, we encourage you to consult with an attorney before
signing this Agreement.
Please confirm your agreement by signing as indicated below and
returning one fully executed original copy to me.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
_____________________________
Xxxxxx X. Xxxxx
Chairman of the Board
Accepted and agreed this 7th day of December, 2007.
/s/ Xxxxx X. Xxxxxx
_________________________________
Xxxxx X. Xxxxxx
