EXHIBIT 99
December 5, 2007
Xxxxx X. xxXxxxxxxx, Xx.
Patriot Transportation Holding, Inc.
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, 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 FRP
Development Corp. ("FRP") 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 FRP (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.
2. Restricted Stock. On the Closing Date, all forfeiture
restrictions on the shares of restricted stock previously granted to
you will immediately lapse.
3. MSP Plan Changes.
a. In the event that Patriot completes the sale
of FRP before you reach age 65 and while you are still employed by
Patriot, you will become fully vested at the time of the sale in the
benefits under the MSP.
b. In addition, if Patriot completes the sale of
FRP while you are still employed by Patriot and any of the following
(a "Triggering Event") occurs:
(i) the buyer does not offer you an
executive position comparable to your existing position with a
compensation structure no less favorable to you than your existing
compensation package; or
(ii) the buyer terminates your employment
before the second anniversary of the Closing Date other than for good
cause (as defined below); or
(iii) you terminate your employment
before the second anniversary of the Closing Date for good reason
(as defined below);
then Patriot shall pay to you, within forty-five (45) days following
the date of the Triggering Event, an amount equal to the present value
(determined using reasonable actuarial assumptions and discount factors,
as used by the Company for its most recent fiscal year ended prior to
the Triggering Event to calculate such present value for financial
statement purposes) of such vested benefits as of the date of such
Triggering Event, less any required withholding (the "MSP Payment").
c. If any payment or benefit owing to you
under this Amendment or otherwise would be non-deductible under Section
280G of the Internal Revenue Code of 1986, as amended, the MSP Payment
shall be reduced so that no amount is non-deductible.
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 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. General Release. As a condition to your entitlement
to the benefits described in this Agreement, you must 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 relocated to a
location that is more than 50 miles from Baltimore, Maryland; 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 12th day of December, 2007.
/s/ Xxxxx X. xxXxxxxxxx, Xx.
_________________________________
Xxxxx X. xxXxxxxxxx, Xx.
