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FIFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FIFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is made and entered
into as of March 31, 1999, and effective as of January 1, 1999 (the 'Fifth
Amendment'), by and between MODIS PROFESSIONAL SERVICES, INC., (formerly
AccuStaff Incorporated) a Florida corporation (the 'Employer') and XXXXX X.
XXXXX, a resident of the State of Florida (the 'Executive').
WHEREAS, the Employer and the Executive entered into an Employment
Agreement dated December 31, 1993, as amended by the First Amendment dated as of
December 31, 1993 (the'First Amendment'), the Second Amendment dated as of
August 24, 1995, and effective as of January 26, 1995 (the 'Second Amendment')
the Third Amendment dated as of August 24, 1995 (the 'Third Amendment'), and the
Fourth Amendment dated as of March, 1996 (the 'Fourth Amendment), (such
Employment Agreement, as amended by the First, Second, Third and Fourth
Amendments, is herein collectively referred to as the'Agreement');
WHEREAS, in recognition of the Executive's outstanding performance and
record of achievement to date as President and Chief Executive Officer, the
Employer wishes to increase Executive's salary.
WHEREAS, Employer wishes to clarify that Executive's incentive bonus shall
be calculated based upon a year to year increase in net income from 'operating
earnings'.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants, and subject to the terms and conditions contained in this Fifth
Amendment, the Employer and the Executive, intending to be legally bound, hereby
agree as follows (unless otherwise indicated, all capitalized terms herein shall
have the same meaning ascribed to them in the Agreement).
1. RECITALS CORRECT. The above recitals are true and correct and are by
this reference incorporated in and made a part of this Fifth Amendment.
2. BASE SALARY. Paragraph 4.A. of the Agreement is hereby amended by
deleting the amount '$350,000' from the first line thereof and substituting the
amount '$500,000.'
3. The first sentence of Paragraph 4.B. of the Agreement is hereby amended
to read as follows: Additional Compensation (the'Incentive Compensation') equal
to four percent (4%) of growth (increase) in net income exclusive of one-time
gains (before state and federal income and franchise taxes) of Employer (on a
consolidated basis) for each fiscal year ( or part thereof) of Employer during
the Employment Period.
4. AGREEMENT VALID. Except as modified hereby, the Agreement shall remain
valid and binding upon the Employer and the Executive.
IN WITNESS WHEREOF, the parties have executed this Agreement as of March
31, 1999, effective as of January 1, 1999.
MODIS PROFESSIONAL SERVICES, INC.
By:__________________________________
T. Xxxxx Xxxxx
Chairman, Compensation Committee
