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EXHIBIT 10.3
INDEPENDENT CONTRACTOR AGREEMENT
INDEPENDENT CONTRACTOR AGREEMENT, dated as of July 26, 1996
("Agreement"), by and between PRECISION RESPONSE CORPORATION, a Florida
corporation ("PRC"), and XXXXXX XXXXX, JR. ("Contractor").
W I T N E S S E T H :
WHEREAS, PRC is in the business of providing outsourced integrated
information services, including telemarketing and other teleservices, database
management and marketing services, fulfillment services, and other marketing and
related services (collectively, the "Services");
WHEREAS, PRC desires to engage Contractor, and Contractor desires to be
engaged by PRC, as an independent contractor and not as an employee, to market
and promote the Services to appropriate businesses and industries, and to
consult with PRC with respect to business development, client relations matters
and corporate development matters generally.
NOW, THEREFORE, in consideration of the premises and respective
undertakings of each of the parties below, the parties covenant and agree, each
with the other (but not in regard to any third person) to enter into this
Agreement upon the following terms and conditions:
ARTICLE 1
DEFINED TERMS
1.1 DEFINITIONS. Unless the context otherwise requires, the
defined terms used in this Agreement shall have the respective meanings
specified in this Article 1.
"Agreement" means this Independent Contractor Agreement between
PRC and Contractor.
"Confidential Information" means all information relating to
(i) the financial condition, business and interests of PRC, and
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its affiliates (ii) the systems, know-how, trade secrets, products, services,
costs, inventions, computer software programs, marketing and sales techniques
and/or programs, methods, methodologies, manuals, lists and other trade secrets
heretofore or hereafter owned, acquired, sold, developed and/or used by PRC and
its affiliates, and (iii) the nature and terms of PRC's and its affiliates'
relationships with their respective clients, customers, suppliers, lenders,
underwriters, vendors, consultants, independent contractors, attorneys,
accountants and employees.
"Contractor" means Xxxxxx Xxxxx.
"Expenses" means all reasonable expenses incurred by
Contractor directly in connection with the performance by Contractor of his
obligations under this Agreement, including, but not limited to, first-class
air travel, meals, entertainment, hotel accommodations, car rentals, and
taxi-cab fare.
"Plan" means the Precision Response Corporation 1996 Incentive
Stock Plan. Capitalized terms used herein which are not defined herein shall
have the respective meanings ascribed to them in the Plan (a copy of which is
attached as an exhibit to the Stock Option Agreement which is attached as
Exhibit "A" to this Agreement).
"PRC" means Precision Response Corporation, a Florida
corporation.
"Stock Options" means Non-Qualified Stock Options to be
granted by the Committee to Contractor pursuant to the Stock Option Agreement
attached as Exhibit "A" hereto to acquire up to 60,000 shares of the common
stock of PRC at the Fair Market Value thereof on the date of grant.
"Third Parties" means any persons, firms, corporations or
entities other than PRC, its affiliates, and Contractor.
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ARTICLE 2
RECITALS
2.1 RECITALS TRUE. The parties agree that the recitals above are
true and correct and constitute a part of this Agreement.
ARTICLE 3
ENGAGEMENT AND SERVICES
3.1 ENGAGEMENT. PRC hereby engages Contractor, and Contractor
hereby agrees to be engaged by PRC, as an independent contractor and not as an
employee, to perform the services described below. PRC shall not be restricted
from engaging any other person or entity to perform services similar to the
type to be performed by Contractor pursuant to this Agreement.
3.2 SERVICES. Contractor shall consult with PRC's Board of
Directors and executive officers as requested by PRC from time to time during
the term of this Agreement with respect to general corporate and business
development matters. Contractor shall, as part of his duties, use his best
efforts on a continuous basis during the term of this Agreement to promote the
Services to appropriate businesses and industries in the United States and
abroad, in accordance with guidelines and standards determined by PRC.
Contractor's services shall also include the active solicitation by him of
potential clients for PRC in accordance with guidelines and standards
determined by PRC. Further, Contractor shall, as requested by PRC from time to
time during the term of this Agreement, participate and engage in corporate and
business development, public relations, marketing and client relations
meetings, activities and events, and perform specific services with respect to
client relations with particular clients as requested from time to time by PRC.
Contractor acknowledges that PRC has established itself in its industry as a
highly-reputable company known for high quality service and professional and
ethical operations and management. In performing his obligations, Contractor
shall use his best efforts at all times to do, and to refrain from doing,
whatever is necessary to ensure that his conduct in performing such obligations
preserves and enhances PRC's business reputation. PRC shall have no obligation
to accept the
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business of any prospective client introduced or proposed by Contractor, or
agree to perform any particular service for any potential client proposed by
Contractor.
3.3 CONTRACTOR'S AUTHORITY. Contractor shall have no authority to
bind PRC to a contract or commitment of any kind. Any contract to be executed
between PRC and any potential client of PRC introduced by Contractor must be in
form and content prepared by or agreed to by PRC or its attorneys and must be
executed by an officer of PRC. Contractor shall not make any oral or written
representations, warranties or guaranties of any kind or nature on behalf of
PRC to any client or potential client of PRC.
ARTICLE 4
COMPENSATION AND REIMBURSEMENT
4.1 MONTHLY FEE. Contractor shall receive a monthly fee (the
"Monthly Fee") of $5,833.33 during the term of his engagement, payable on or
before the last day of each month during the engagement. With respect to any
partial month during the term of Contractor's engagement, such fee will be
appropriately prorated.
4.2 STOCK OPTIONS. PRC shall cause the Committee to grant to
Contractor the Stock Options on the date of this Agreement pursuant to the
Stock Option Agreement attached as Exhibit "A" hereto.
4.3 REIMBURSEMENT. PRC shall reimburse Contractor for all
reasonable Expenses of Contractor, provided such Expenses are documented by
receipts, credit card statements, or other written verification.
ARTICLE 5
CONTRACTOR STATUS
5.1 CONTRACTOR STATUS. Contractor acknowledges and agrees that as
an independent contractor of PRC he shall not receive any salary or benefits of
any kind, nor shall any amounts for payroll taxes be withheld from his fees.
Contractor shall be solely responsible to pay all self-employment taxes,
including social
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security and medicare, and all estimated federal, state or local income taxes
applicable to Contractor as a self-employed person. PRC shall provide to
Contractor and the Internal Revenue Service such appropriate forms, including
appropriate Forms 1099, as may be required by law. PRC shall not be providing
to Contractor any facilities, tools or materials which may be necessary or
appropriate in order for Contractor to perform his obligations under this
Agreement, although PRC shall make available to Contractor such administrative
support services as may be reasonably necessary at such times, if any, as
Contractor performs services at PRC's premises.
ARTICLE 6
TERM AND TERMINATION
6.1 TERM. The term of this Agreement shall be for a period of one
(1) year from the date hereof, unless sooner terminated pursuant to Section 6.2
hereof.
6.2 EARLY TERMINATION. Notwithstanding anything to the contrary
contained in this Agreement, Contractor's engagement hereunder shall terminate
(a) upon his death, (b) upon Contractor being unable, in the reasonable
judgment of PRC, due to physical, mental or emotional illness or injury, to
perform substantially all of his duties hereunder for at least 45 days of any
60-consecutive-day period during the term of this Agreement, or (c) upon
written notice from PRC terminating the engagement for "cause" (which means,
for purposes of this Agreement, commission of a crime by Contractor, dishonest
or fraudulent conduct on the part of Contractor, negligence by Contractor in
the performance of his duties, refusal of Contractor to perform services
reasonably requested by PRC, acts or omissions of Contractor contrary to, or in
breach of, any term of this Agreement, or conduct on the part of Contractor
(whether or not related to performance of his services) contrary to the
business interests, or injurious to the business reputation, of PRC). Upon any
such termination, Contractor (or his estate or legal representative, if
applicable) shall receive, within 30 days following the date of termination,
any Monthly Fees accrued and unpaid through the date of termination.
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ARTICLE 7
CONFIDENTIALITY AND COVENANT-NOT-TO-COMPETE
7.1 CONFIDENTIAL INFORMATION. Contractor acknowledges that
Contractor has been informed by PRC of PRC's policy to maintain as secret and
confidential all Confidential Information, including any Confidential
Information developed or compiled by Contractor during the term of his
engagement by PRC, all of which shall be the property of PRC. Contractor
acknowledges that such Confidential Information is of great value to PRC and
its affiliates. Contractor further acknowledges that, as a result of
Contractor's relationship with PRC, Contractor will be making use of, acquiring
and/or adding to such Confidential Information. Therefore, Contractor
understands that it is reasonably necessary to protect PRC's and its
affiliates' good will, trade secrets and legitimate business interests, that
Contractor agree and, accordingly, Contractor does hereby agree, that
Contractor will not directly or indirectly (except where authorized by the
President of PRC for the benefit of PRC and/or its affiliate(s) and/or as
required in the course of performing his obligations under this Agreement) at
any time hereafter divulge or disclose for any purpose whatsoever to any Third
Parties, or use or cause or authorize any Third Parties to use, any such
Confidential Information, except as otherwise required by law.
7.2 PRC'S MATERIALS. In accordance with the foregoing, Contractor
furthermore agrees that (i) Contractor will at no time retain or remove from
the premises of PRC or its affiliates any products, prototypes, drawings,
notebooks, software programs or discs or similar containers of software,
manuals, data, books, records, materials or documents of any kind or
description for any purpose unconnected with the strict performance of
Contractor's obligations under this Agreement and (ii) upon the cessation or
termination of Contractor's engagement for any reason, Contractor shall
forthwith deliver or cause to be delivered to PRC any and all drawings,
notebooks, software programs or discs or similar containers of software,
manuals, data, books, records, materials and other documents and materials in
Contractor's possession or under Contractor's control relating to any
Confidential Information or any other material or thing which is the property
of PRC or its affiliates.
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7.3 COVENANT-NOT-TO-COMPETE. In view of the Confidential
Information to be obtained by or disclosed to Contractor, because of the
know-how acquired and to be acquired by Contractor, and as a material
inducement to PRC to enter into this Agreement and to pay to Contractor the
fees Contractor will be receiving and to grant the Stock Options, Contractor
covenants and agrees that, so long as Contractor is engaged by or is receiving
any payments or fees from PRC and for a period of one (1) year after Contractor
ceases for any reason to be engaged by or receive payments or fees from PRC,
Contractor shall not, directly or indirectly, on his own behalf or on behalf of
others, directly or indirectly, as a partner, owner, agent, consultant,
independent contractor, employee, stockholder, director, officer or otherwise,
in any manner participate in, or promote, any business similar to, or
competitive with, PRC's business anywhere within the continental United States.
7.4 PRC'S REMEDIES FOR BREACH. Contractor covenants and agrees
that if Contractor shall violate or breach any of Contractor's covenants or
agreements provided for in this Article 7, PRC and/or its affiliates shall be
entitled to an accounting and repayment of all profits, compensation,
commissions, remunerations or benefits which Contractor directly or indirectly
has realized or realizes as a result of, growing out of or in connection with
any such violation or breach. In addition, in the event of a breach or
violation or threatened or imminent breach or violation of any provisions this
Article 7, PRC and/or its affiliates shall be entitled to a temporary and
permanent injunction or any other appropriate decree of specific performance or
equitable relief (without being required to post any bond or other security)
from a court of competent jurisdiction in order to prevent, prohibit or
restrain any such breach or violation or threatened or imminent breach or
violation by Contractor, by Contractor's partners, agents, representatives,
servants, employers or employees and/or by any Third Parties. PRC shall be
entitled to such injunctive or other equitable relief in addition to any
damages which are suffered, together with reasonable attorneys' and paralegals'
fees and costs, and other costs incurred in connection with any such
litigation, both before and at trial and at all tribunal levels. It is
understood that resort by PRC
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and/or its affiliates to such injunctive or other equitable relief shall not be
deemed to waive or to limit in any respect any other rights or remedies which
PRC or its affiliates may have with respect to such breach or violation.
7.5 REASONABLENESS. Contractor acknowledges that any breach or
violation of this Article 7 will cause irreparable injury and damage and
incalculable harm to PRC and its affiliates and that it would be very difficult
or impossible to measure all of the damages resulting from any such breach or
violation. Contractor further acknowledges that Contractor has carefully read
and considered the provisions of this Article 7 and, having done so, agrees
that the restrictions and remedies set forth in this Article 7 (including, but
not limited to, the time period and geographical restrictions imposed) are fair
and reasonable and are reasonably required for the protection of the business,
trade secrets, interests and good will of PRC and its affiliates. Contractor
further acknowledges that Contractor's covenants in this Article 7 have been
made to induce PRC to enter into this Agreement.
7.6 SEVERABILITY. Contractor understands and intends that each
provision and restriction agreed to by Contractor in this Article 7 shall be
construed as separate and divisible from every other provision and restriction.
In the event that any one of the provisions of, or restrictions in this Article
7, shall be held to be invalid or unenforceable, and is not reformed by a court
of competent jurisdiction, the remaining provisions thereof and restrictions
therein shall nevertheless continue to be valid and enforceable as though the
invalid or unenforceable provisions or restrictions had not been included.
7.7 SURVIVABILITY. The restrictions, acknowledgments, covenants
and agreements of Contractor set forth in this Article 7 shall survive any
termination of this Agreement or of Contractor's engagement.
ARTICLE 8
MISCELLANEOUS
8.1 INDEPENDENT COUNSEL. PRC and Contractor agree that each of
them has been, or were advised and fully understand that they are entitled to
be, represented by independent legal counsel with
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respect to all matters contemplated herein, from the commencement of
negotiations at all times through the execution hereof.
8.2 LAW APPLICABLE. This Agreement shall be governed by and
construed pursuant to the laws of the State of Florida, without giving effect
to conflicts of laws principles. Each party consents to personal jurisdiction
in Florida and agrees that venue of any dispute hereunder shall lie only in any
court of competent subject-matter jurisdiction located in Miami, Dade County,
Florida.
8.3 NOTICES. Any notices required or permitted to be given
pursuant to this Agreement shall be sufficient, if in writing and hand
delivered (in person or by courier) or sent by certified or registered mail,
return receipt requested, to his residence, in the case of Contractor, or to
PRC's executive offices, in the case of PRC.
8.4 SUCCESSION. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal representatives,
heirs, assignees and/or successors in interest of any kind whatsoever;
provided, however, that Contractor acknowledges and agrees that he cannot
assign or delegate any of his rights, duties, responsibilities or obligations
hereunder to any other person or entity except as specifically permitted by
this Agreement.
8.5 ENTIRE AGREEMENT. This Agreement constitutes the entire final
agreement between the parties with respect to, and supersedes any and all prior
agreements between the parties hereto both oral and written concerning, the
subject matter hereof and may not be amended, modified or terminated except by
a writing signed by the parties hereto.
8.6 SEVERABILITY. If any provision of this Agreement shall be
held to be invalid or unenforceable, and is not reformed by a court of
competent jurisdiction, such invalidity or unenforceability shall attach only
to such provision and shall not in any way affect or render invalid or
unenforceable any other provision of this Agreement, and this Agreement shall
be carried out as if such invalid or unenforceable provision were not contained
herein.
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8.7 NO WAIVER. A waiver of any breach or violation of any term,
provision or covenant contained herein shall not be deemed a continuing waiver
or a waiver of any future or past breach or violation. No oral waiver shall be
binding.
8.8 ATTORNEYS' FEES. In the event that either of the parties to
this Agreement institutes suit against the other party to this Agreement to
enforce or declare any of his or its rights hereunder, the prevailing party in
such action shall be entitled to recover from the other party all reasonable
costs thereof, including reasonable attorneys' and paralegals' fees and costs
incurred before and at trial and at all tribunal levels.
8.9 TITLES OR CAPTIONS. Title or captions in this Agreement are
inserted only as a matter of convenience and are for reference only. Such
titles and captions shall not be construed to define, limit, extend or describe
the scope of this Agreement nor the intent of any provision.
8.10 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be an original, but both of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above written.
PRECISION RESPONSE CORPORATION
By: /s/ Xxxxx Xxxxxxx
------------------------
Name: X. Xxxxxxx
-----------------------
Title: Pres.
-----------------------
/s/ Xxxxxx Xxxxx, Jr.
----------------------------
XXXXXX XXXXX, JR.
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EXHIBIT "A"
STOCK OPTION AGREEMENT
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PRECISION RESPONSE CORPORATION
STOCK OPTION AGREEMENT
Agreement dated as of the 26th day of July, 1996 (the "Date of
Grant") between Precision Response Corporation, a Florida corporation (and,
collectively with its subsidiaries, if any, the "Company") with its principal
office at 0000 X.X. 000xx Xxxxxx, Xxxxx, Xxxxxxx 00000, and Xxxxxx Xxxxx, Jr.,
at the address set forth beneath such person's signature on the signature page
of this Agreement ("Optionee").
1. Grant of Options
The Company grants to Optionee, on the terms and conditions
set forth below, options (the "Options") to purchase up to 60,000 shares
(individually a "Share" and collectively the "Shares") of Precision Response
Corporation common stock (the "Common Stock"), par value $.01 per share, for a
price per Share equal to the Fair Market Value on the Date of Grant (the
"Option Price"), subject to adjustment as provided in Paragraph 3 below. Each
of the Options are granted as Nonqualified Stock Options as defined in and
pursuant to the Precision Response Corporation 1996 Incentive Stock Plan (the
"Plan"), a copy of which is attached hereto and incorporated herein by
reference, and are subject to the provisions of the Plan. Capitalized terms
used herein which are not defined herein shall have the respective meanings
ascribed to them in the Plan.
2. Terms and Conditions of Options
(a) Option Price
The Option Price per Share shall be the Fair Market
Value thereof on the Date of Grant, but in no event less than the par value per
Share.
(b) Vesting of Options
Subject to such further limitations as are provided
for herein, all of the Options shall vest, if at all (and be exercisable once
vested) on January 1, 1997.
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In the event Optionee dies or becomes disabled prior to January 1,
1997, Optionee shall nevertheless become vested in all outstanding Options on
January 1, 1997, and Optionee or his estate or beneficiaries (in the case of
death) may then exercise such Options at any time or from time to time prior to
the expiration of the term of the Options set forth in subparagraph (c) below.
In the event Optionee dies or becomes disabled on or after January 1, 1997,
Optionee or his estate or beneficiaries (in the case of death) may exercise
such Options at any time or from time to time prior to the expiration of the
term of the Options set forth in subparagraph (c) below.
(c) Term of Options
The Options may be exercised by the Optionee in whole
or in part from time to time, but only during the period beginning January 1,
1997 and ending at 5:00, p.m. of the last business day of December 1999,
subject in all cases, however, to subparagraph (e) of this paragraph 2 and the
other provisions of this Agreement and the Plan.
(d) Non-transferability of Options
Options shall not be transferable by Optionee other
than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code of
1986, as amended (the "Code") or Title I of the Employment Retirement Income
Security Act, or the rules thereunder, and, except with respect to a qualified
domestic relations order as aforesaid, may be exercised during Optionee's
lifetime only by Optionee. If any Options are exercised after Optionee's
death, the Company may require evidence reasonably satisfactory to it of the
appointment and qualification of Optionee's personal representatives and their
authority and of the right of any heir or distributee to exercise such Options.
(e) Termination of Independent Contractor Agreement for "Cause"
The Options are being granted to Optionee in
connection with that certain Independent Contractor Agreement, of even date
herewith, between Company and Optionee (the "Independent
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Contractor Agreement"). If Optionee's engagement with the Company under the
Independent Contractor Agreement is terminated by the Company for "cause", as
defined in the Independent Contractor Agreement, or by Optionee resigning from
his engagement prior to the expiration of the term thereof, the unexercised
portion of any of the Options granted under this Agreement shall automatically
and without notice terminate and become null and void upon such termination for
"cause" or resignation, notwithstanding any other provision of this Agreement
to the contrary.
(f) Exercise of Options
Subject to the limitations set forth herein and the
provisions hereof, the Options may be exercised only by written notice to the
Company, at its principal business office or such other office as the Committee
may from time to time direct, which shall contain provisions consistent with
the provisions of the Plan as the Committee may from time to time prescribe and
shall specify the number of optioned Shares being purchased. Not less than one
thousand (1000) shares may be purchased at any one time upon exercise of the
Options unless the number purchased is the total number then purchasable under
this Agreement. Any notice of exercise of Options shall be accompanied by
payment of the full purchase price for the Shares being purchased: (i) by check
payable to the Company; or (ii) with the prior consent of the Committee, by
tendering previously acquired shares of Common Stock having a fair market value
(determined as of the date such Options are exercised and in the same manner as
the Fair Market Value of the Option Price is determined under the Plan) equal
to the purchase price or (iii) by any combination of (i) and (ii). The Company
shall have no obligation to deliver the Shares being purchased pursuant to the
exercise of any Options, in whole or in part, until the aforesaid payment in
full of the purchase price therefor is received by the Company.
(g) Issuance of Shares
The exercise of Options granted hereunder is subject
to the condition that if at any time the listing, registration or qualification
of the Shares covered by the Options upon any securities exchange or under any
state or federal law is necessary as a condition of or in connection with the
purchase or delivery of
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Shares, the delivery of any or all Shares pursuant to exercise of the Options
may be withheld unless and until such listing, registration or qualification
shall have been effected. Optionee agrees to comply with any and all legal
requirements relating to Optionee's resale or other disposition of any Shares
acquired under this Agreement. The Committee may require, as a condition of
exercise of any Options, that the Optionee represent, in writing, that the
Shares received upon exercise of the Options are being acquired for investment
and not with a view to distribution and agree that the Shares will not be
disposed of except pursuant to an effective registration statement under the
Securities Act of 1933, as amended, and only after any required qualifications
under applicable state securities laws, unless the Company shall have received
an opinion of counsel satisfactory to the Company that such disposition is
exempt from such registration and qualification. There may be endorsed on
certificates representing Shares issued upon the exercise of Options such
legends referring to the foregoing representations or any applicable
restrictions on resale as the Committee, in its discretion, shall deem
reasonably appropriate, as well as placement of such stop transfer orders with
the Company's registrar and transfer agent as the Committee deems reasonably
appropriate.
(h) Rights as a Shareholder
Optionee shall acquire none of the rights of a
shareholder of the Company under this Agreement unless and until certificates
for such Shares are issued to Optionee upon the exercise of Options.
3. Adjustment Upon Changes in Capitalization, etc.
In the event of any stock split, stock dividend,
reclassification or recapitalization which changes the character or amount of
the Company's outstanding Common Stock while any portion of any Options
theretofore granted pursuant to this Agreement are outstanding but unexercised,
the Committee shall make such adjustments in the character and number of Shares
subject to such Options and in the Option Price as shall be equitable and
appropriate in order to make such Options, as nearly as may be practicable,
equivalent to such Options immediately prior to such change; PROVIDED, HOWEVER,
that no such adjustment shall give any
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Optionee any additional benefits under this Agreement; and PROVIDED FURTHER
that, if any such adjustment is made by reason of a transaction described in
section 424(a) of the Code, it shall be made so as to conform to the
requirements of that section and the regulations thereunder.
If any transaction (other than a change specified in the
preceding paragraph) described in section 424(a) of the Code affects the
Company's Common Stock subject to any unexercised Option theretofore granted
hereunder (hereinafter for purposes of this paragraph 3 referred to as the "old
option"), the Committee or any surviving or acquiring corporation may take such
action as it deems appropriate, and in conformity with the requirements of that
section and the regulations thereunder, to substitute a new option for the old
option, in order to make the new option, as nearly as may be practicable,
equivalent to the old option, or to assume the old option.
If any such change or transaction shall occur, the number and
kind of Shares to be issued upon the exercise of any Options shall be adjusted
to give effect thereto.
4. Optionee Bound by Plan
The Optionee hereby acknowledges receipt of a copy of the Plan
and agrees to be bound by the terms and provisions thereof, regardless of
whether such provisions have been set forth in this Agreement. In the event of
any conflict between this Agreement and the Plan, the Plan shall govern.
5. Application of Funds
The proceeds received by the Company from the sale of Shares
subject to Options may be commingled with any other corporate funds and used
for any corporate purpose.
6. General
(a) Any communication in connection with this Agreement
shall be deemed duly given when delivered in person or mailed by certified or
registered mail, return receipt requested, to Optionee at his or her address
listed on the signature page hereof or such
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other address of which Optionee shall have advised by similar notice, or to the
Company or Committee at the Company's then executive offices.
(b) This Agreement sets forth the parties' final and
entire agreement with respect to its subject matter, may not be changed or
terminated orally and shall be governed by and construed in accordance with the
internal law of the State of Florida. This Agreement shall bind and inure to
the benefit of Optionee, and his heirs, distributees and personal and legal
representatives, and the Company and its successors and assigns.
(c) As a condition of the granting of the Options
hereunder, Optionee agrees for himself and his heirs, distributees and his
personal and legal representatives, that any dispute or disagreement which may
arise under or as a result of or pursuant to this Agreement shall be determined
and resolved by the Committee in its sole discretion, and any interpretation by
the Committee of the terms of this Agreement or the Plan shall be final,
binding and conclusive.
(d) Wherever from the context it appears appropriate,
each term stated in either the singular or the plural shall include the
singular and the plural, and pronouns stated in the masculine, the feminine or
the neuter gender shall include the masculine, feminine and neuter.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
Optionee: PRECISION RESPONSE CORPORATION,
a Florida Corporation
/s/ Xxxxxx Xxxxx, Jr. By:/s/ Xxxxx Xxxxxxx
______________________________ __________________________
Xxxxxx Xxxxx, Jr. Xxxxx Xxxxxxx, President
0000 Xxxxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
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