EXHIBIT 10.3
CONSULTING/SUPPLEMENTAL RETIREMENT/DEATH BENEFITS AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of the 6th day of
November, 1987, by and between Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., the PBSJ
Corporation, Florida corporations with principal offices in Miami, Florida
(together hereinafter referred to as the "Corporation"), and H. Xxxxxxx Xxx,
0000 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as the
"Employee").
WHEREAS, the Corporation is engaged in the business of rendering
engineering services, including consulting, planning and surveying as well as
allied professional services; and
WHEREAS, the Employee has been employed continuously by the Corporation
since October 1, 1976, has served as an officer and director for many years and
has been instrumental in the development, expansion and success of the business
of the Corporation; and
WHEREAS, the Corporation, through its Board of Directors, recognizes
that the future services of the Employee will be of great value to the
Corporation; and
WHEREAS, the Employee is willing to continue in the employ of the
Corporation on a full-time basis for the period specified in this Agreement and
on the terms and conditions herein set forth; and
WHEREAS, the Corporation and the Employee desire to replace that
certain employment agreement between the Corporation and the Employee, dated May
30, 1985, as amended, with this Agreement; and
WHEREAS, the Corporation desires to provide to the Employee the
additional retirement, disability and death benefits specified in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Employment.
(a) The Corporation agrees to employ the Employee and the Employee
agrees to serve the Corporation, during the employment term specified in
paragraph 2 hereof in an executive capacity similar to his past and present
activities for the Corporation, with such additional duties as may be reasonably
assigned to him from time to time by the Board of Directors of the Corporation.
(b) During the employment term specified in paragraph 2 hereof, the
Employee shall treat with strict confidentiality the business affairs of the
Corporation and its subsidiaries and affiliates and shall devote his entire time
and attention exclusively to the business of the Corporation. Notwithstanding
the foregoing, the Employee may invest his assets in any form or manner as will
not require any services on his part in the operation of the companies,
corporations, partnerships or associations in which such investments are made.
In addition, the Employee may serve as a director of or advisor to any company,
corporation, partnership or association which is unrelated to the Corporation,
provided such service is approved in advance by the Board of Directors of the
Corporation. If the
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Employee is elected or appointed as an officer or director of the Corporation
during the employment term specified in paragraph 2 hereof, he shall serve in
said capacity or capacities without additional compensation. The Employee will
not be required to perform any services hereunder which will necessitate moving
his residence from Tallahassee, Florida, unless he agrees, in writing, to such
relocation.
2. Employment Term. The term of employment of the Employee hereunder
shall commence on the date of execution of this Agreement, and shall continue
until January 1, 2001 or until terminated in accordance with this Agreement.
Upon mutual written agreement of the Employee and the Corporation, the
employment term specified in this paragraph 2 may be shortened or extended for
additional periods on the terms, provisions and conditions set forth herein or
as otherwise mutually acceptable to the Corporation and the Employee.
3. Employment Compensation. The Corporation shall pay to the Employee
during the term of employment specified in paragraph 2 hereof, as salary for his
services, the amount of One Hundred Twenty Thousand Dollars ($120,000) per
annum. Such employment compensation shall be payable as prescribed by the
Corporation's regular payroll system but in no event less often than in equal
monthly installments. The employment compensation amount specified in this
paragraph 3 may be adjusted by mutual consent of the Corporation and the
Employee, and any such adjustment shall operate as an automatic amendment of
said employment
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compensation amount.
4. Consulting. The Corporation acknowledges the valuable business
asset represented by the experience and judgment of the Employee as it has
evolved and continues to mature during the period of the Employee's association
with the Corporation. The Corporation desires to secure the continued
availability of this business acumen as a corporate asset beyond the period of
employment specified in paragraph 2. Accordingly, in order to preserve this
asset to the Corporation, the Employee shall remain reasonably available to
serve the Corporation as a consultant or advisor for a period of five (5) years
commencing on January 1, 2001. During each such year of availability, Employee
agrees to serve as a consultant or advisor to the Corporation for a period of up
to forty-five (45) days upon request by the Corporation and subject to the
conditions specified below. The performance of advisory and consulting services
to and for the corporation, as provided in this paragraph 4, shall be subject to
the following conditions:
(a) The Employee shall not be required to render consulting or
advisory services during vacation periods or during periods of personal or
family illness or other incapacity.
(b) To the extent such services are not reasonably required to be
performed at a particular location, they may be performed at such place or
places as the Employee may designate from time to time.
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(c) The Employee shall be entitled to designate up to three
one-month periods (which may or may not be consecutive) during which he shall
not be required to render consulting or advisory services.
(d) The Employee shall be entitled to at least ten (10) business
days' notice prior to the commencement of any proposed consulting or advisory
assignment.
(e) The Employee shall be subject to the same confidentiality
requirements as a consultant or advisor as he was during the term of his
employment.
5. Consulting Compensation. In consideration of his availability as a
consultant or advisor to the Corporation during the period specified in
paragraph 4, Employee shall receive the amount of Seventy-Five Thousand
Dollars ($75,000) per year (the "Consulting Retainer"). The annual Consulting
Retainer shall constitute payment to Employee for his availability and up to
forty-five (45) days of actual service to the Corporation as a consultant or
advisor during any such year of availability. In the event the Corporation
desires consulting or advisory services from Employee in addition to the
aforementioned forty-five (45) days, such service and the compensation therefor
shall be subject to the mutual agreement of the Corporation and the Employee.
The Consulting Retainer shall be paid whether or not Employee is requested by
the Corporation to provide consulting or advisory services and shall be payable
in a manner consistent with the Corporation's regular payroll system but in no
event less often
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than in equal monthly installments. The amount of the Consulting Retainer
payable under this Agreement shall be increased at the end of each calendar year
commencing with the year 1987 and ending with the year preceding the last year
during which consulting payments are made under this Agreement by a percentage
of such amount equal to the lesser of (1) three percent (3%), or (2) the
increase in the national Consumer Price Index ("CPI" as published by the United
States Government for such year. Adjustments shall be effective on January 1
based on the CPI for the prior year computed from December to December. For the
purposes of this Agreement, the CPI referred to shall be all items shown on the
U.S. city average for urban wage earners and clerical workers (including single
workers), all items, groups, subgroups and special groups of items as
promulgated by the Bureau of Labor Statistics of the U.S. Department of Labor.
If the U.S. Department of Labor ceases to publish the above-described CPI, then
such CPI as may be published by such Department most nearly approaching said
discontinued CPI shall be used in making the above adjustments. If the
Department discontinues any such CPI, then such CPI as may be published by
another U.S. Government agency, as most nearly approximates the CPI first above
referred to, shall govern, subject to the application of an appropriate
conversion factor to be furnished by the governmental agency publishing the
adopted CPI.
6. Normal Retirement Supplemental Income.
(a) The Employee is eligible for Normal Retirement
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from active and daily employment with the Corporation at any time after: (1) the
expiration of the initial employment term specified in paragraph 2, (2) he has
completed ten (10) year's of employment with the Corporation, and (3) he has
been a party to this Agreement for five (5) years from the date set forth above.
The Employee's disability as defined in paragraph 8 shall not prevent the
satisfaction of this condition. In such event, Employee shall be deemed to have
been (i) employed throughout the initial employment term and (ii) a party to
this Agreement for five (5) years, as of January 1, 1998. Upon the Employee's
Normal Retirement from active and daily employment with the Corporation, the
Corporation shall/pay to the Employee supplemental income in an amount
determined under paragraph 10 hereof for a period of ten (10) years. Such
supplemental income shall be payable in monthly installments on the first
business day of each calendar month and shall commence on the first business day
of the first calendar month after the month of the Employee's Normal Retirement
from active and daily employment with the Corporation.
(b) If the Employee should die or become disabled after Normal
Retirement but before receiving all 120 monthly payments hereunder, the
Corporation shall continue to make monthly payments to the Employee, in the case
of disability, or to Employee's surviving designated beneficiary or
beneficiaries, as specified in Exhibit A attached hereto. Such payments shall be
in an amount equal to twice the monthly amount paid or payable
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as supplemental income pursuant to paragraph 10 and shall continue until the
remaining monthly payments have been paid. If no beneficiaries have been
designated, or if the designated beneficiaries have predeceased the Employee, or
the beneficiaries cannot be found, such payments shall be made to the Employee's
estate for the remaining payment periods. If the Employee's designated
beneficiaries survive the Employee but thereafter die before all remaining
payments have been made, the Corporation shall continue to make the remaining
monthly payments to the estate of the designated beneficiary last to die. In any
event, the Corporation may at any time elect to substitute payment hereunder in
the form of a lump-sum amount having a present value actuarially equivalent to
the total remaining supplemental income payments or paid-up annuity having a
value which shall produce the remaining monthly payments under this Agreement.
7. Deferred Retirement Supplemental Income. If the Employee, with the
approval of the Board of Directors of the Corporation, continues in active and
daily employment with the Corporation after he becomes eligible for Normal
Retirement, the amount of supplemental income specified in paragraph 10 hereof
shall be increased by the amounts set forth on Exhibit B for each full year that
receipt of such supplemental income is deferred and shall be paid commencing on
the latter of the first business day of the first calendar month after the month
in which the Employee actually retired from active and daily employment by the
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Corporation. Supplemental income under this paragraph 7 shall be paid in the
same manner as specified in paragraph 6 hereof during the Employee's lifetime
and after his death.
8. Effect of Disability. The Employee's employment with the
Corporation shall be terminated if the Employee is prevented from performing his
duties for a continuous period of three (3) months by reason of any illness,
incapacity or disability which may be medically determined in a manner to the
reasonable satisfaction of the Board of Directors of the Corporation. Any such
disability shall automatically defer any supplemental income payments under this
Agreement until the Employee's sixty-fifth (65th) birthday unless Employee and
the Corporation shall mutually agree otherwise.
9. Death Benefits Prior to Retirement. If the Employee should die
while employed by the Corporation but prior to becoming entitled to supplemental
income under paragraph 6 or 7 hereof, the Corporation shall pay a death benefit
equal to twice the amount of supplemental income specified in paragraph 10
hereof. Such death benefit shall be paid every year for ten (10) years, under
the same terms and conditions as specified in paragraph 6 hereof.
Notwithstanding any other provision of this Agreement, no benefits shall be
payable under this Agreement if the Employee's death results from suicide,
whether or not the Employee was sane or insane, within two (2) years after the
Employee became a party to this Agreement.
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10. Amount of Supplemental Income. The amount of supplemental income
payable under this Agreement as of the date hereof shall be Seventy-Five
Thousand Dollars ($75,000) per year. The amount of supplemental income payable
under this Agreement shall be increased at the end of each calendar year
commencing with the year 1987 and ending with the year preceding the last year
during which supplemental income payments are made under this Agreement by a
percentage of such amount equal to the lesser of (1) three percent (3%), or (2)
the increase in the CPI as published by the United States Government for such
year. Adjustments shall be made in the manner described in paragraph 5.
11. Termination of Employment.
(a) If, at any time (except in the event of a Change in Control as
described below) (1) the Employee wishes to terminate his employment with the
Corporation, or (2) the Corporation wishes to terminate the Employee's
employment with the Corporation because of a determination by the Board of
Directors of the Corporation that the Employee has failed to perform his duties
in a reasonably satisfactory manner, then such party may so terminate the
Employee's employment with the Corporation by giving the other party six (6)
months' prior written notice of such termination. In the case of the Employee's
failure to perform his employment duties in a manner reasonably satisfactory to
the Board of Directors of the Corporation, the date of termination of the
Employee's employment with the Corporation may be determined at the discretion
of the
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Corporation. Upon the Employee's termination of employment for cause by the
Corporation under this paragraph 11, the Employee shall forfeit all rights to
receive the Consulting Retainer payments and supplemental income hereunder
unless, as to supplemental income only, at the time of such termination he has
satisfied the requirements of paragraph 6 hereof and has not forfeited his
rights hereunder pursuant to paragraphs 14 or 15 hereof.
(b) The Employee's employment with the Corporation shall not be
deemed to have been terminated because of the Employee's absence from active and
daily employment by reason of a bona fide temporary illness or disability (not
exceeding a period of ninety [90] days), authorized vacation, temporary leave of
absence granted by the Corporation for reasons of professional advancement,
education, health or government service, or military leave for any period
required to be treated as a leave of absence by virtue of any valid law or
agreement.
(c) Notwithstanding the foregoing, in the event of (i) a Change of
Control (as defined below) of the PBSJ Corporation or of Post, Xxxxxxx, Xxxxx &
Xxxxxxxx, Inc. ("PBSJ Inc.") and (ii) the termination of the Employee's
employment by the Corporation or any successor thereto for any reason other than
for Cause (as defined below), or the voluntary termination by the Employee of
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his employment hereunder for Good Reason (as defined below) at any time at least
six months after the effective date of the Change in Control, all of the terms
and conditions of this Agreement shall remain in full force and effect, and
shall be binding upon the Corporation, except that the Employee shall be deemed
to have satisfied each of the conditions to eligibility for Normal Retirement
set forth in paragraph 6(a) immediately prior to the effectiveness of any such
Change in Control. In the event of a termination for Cause under this paragraph
11(c), the Corporation shall have no further obligation under this Agreement to
make any payments to, or bestow any benefits on, the Employee from and after the
date of said termination, other than payments or benefits accrued for him
(including deferred retirement benefits) prior to the date of said termination.
For purposes of this paragraph 11(c), a "Change in Control" shall
be deemed to have taken place if:
(i) any person (as such term is used in Section 13[d] and
14[d] of the Securities Exchange Act of 1934, as amended, but excluding the
Corporation, any of its subsidiaries, The PBSJ Corporation Profit Sharing Trust
and the PBSJ Corporation Employee Stock Ownership Plan and Trust), should
acquire direct or indirect ownership of 80% or more of the voting power of the
then outstanding securities of the PBSJ Corporation or PBSJ Inc. by any means
whatsoever; or
(ii) the shareholders of the PBSJ Corporation or PBSJ Inc.
should approve any one of the following transactions:
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(x) the sale, lease, exchange or other transfer (in
one transaction or a series of related transactions) of all,
or substantially all, the assets of the PBSJ Corporation or
PBSJ Inc.; or
(y) any consolidation or merger of the PBSJ
Corporation or PBSJ Inc. in which the PBSJ Corporation or PBSJ
Inc., as the case may be, is not the surviving corporation,
other than a merger of the PBSJ Corporation or PBSJ Inc. in
which the holders of the common stock of the PBSJ Corporation
or PBSJ Inc. immediately prior to the merger have the same
proportionate ownership of the surviving corporation
immediately after the merger.
For purposes of this paragraph 11 (c), Cause shall mean (i) fraud
or misappropriation of corporate funds; or (ii) conviction of a felony involving
moral turpitude and such conviction is no longer subject to direct appeal.
For purposes of this paragraph 11, "Good Reason" shall be deemed to
exist under any of the following circumstances:
(i) the Employee has been assigned any duties inconsistent
with his position, duties, responsibilities and status with the Corporation
immediately prior to the effective date of the Change in Control (the "Effective
Date"), or has been assigned reporting responsibilities, titles or offices of a
lesser scope than those in effect immediately prior to the Effective Date, or he
has been removed from, or not re-elected
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to, any of such positions, except in connection with the termination of his
employment for Cause;
(ii) the Corporation has reduced the Employee's base salary as
in effect immediately prior to the Effective Date or has failed to give him
annual salary increases consistent with performance review ratings as compared
with other employees of the same or similar rank;
(iii) the Corporation has required the Employee to be based at
any office or location other than that at which the Employee is based at the
Effective Date, except for travel reasonably required in the performance of the
Employee's responsibilities;
(iv) the Corporation has failed to comply with any provision
of this Agreement.
12. Prior Agreements. This Agreement supercedes and terminates in all
respects that certain employment agreement executed by and between the
Corporation and the Employee dated May 30, 1985, as amended.
13. Working Facilities and Expenses. During the employment term
specified in paragraph 2 hereof, the Employee shall be furnished with an office,
stenographic and administrative help, and such other facilities, services and
assistance which shall be suitable to his position and adequate for the
performance of his duties. In addition, during the employment term or any period
of consulting or advisory service, the Corporation shall reimburse the Employee
for all reasonable
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expenses incurred by him for entertainment, travel, promotion and similar items
in connection with the performance of his duties as undertaken, assigned or
required.
14. Reasons for Forfeiture. The Corporation shall stop payments to the
Employee hereunder if the Employee is involved in fraud, or if the Corporation
determines that the Employee has been grossly negligent or has been engaged in
willful misconduct in the course of his employment. Nothing contained in this
Agreement shall in any way be construed to limit or otherwise waive the legal or
equitable rights or remedies of the Corporation to recoup monies paid hereunder
to the Employee if the Corporation determines that it is entitled to such
recoupment.
15. Competition and Confidentiality. If, following retirement pursuant
to paragraph 6 or 7, and through the period until all payments have been made
under this Agreement, the Employee competes with the Corporation, reveals to any
third party any trade secrets or financial or other confidential information
concerning the Corporation, does not perform required services pursuant to
paragraph 4 hereof, or is convicted of a felony, any supplemental income
thereafter payable hereunder shall be forfeited. As used in this Agreement,
"compete" shall mean entering into, performing or engaging, directly or
indirectly, in the rendering of engineering services or allied professional
services similar to those provided by the Corporation, including but not limited
to consulting, planning
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and surveying, either as an individual for his own account, or as a partner or
joint venturer, or as an employee or agent for any person or as an officer,
director, or shareholder of any business entity or otherwise, within the State
of Florida, or any state in which the Corporation has an office or offices.
Employee acknowledges that his services under this Agreement are of a
special, unique, unusual, extraordinary, and intellectual character, and that a
breach by Employee of this paragraph 15 could cause the Corporation irreparable
injury and damage and would therefore cause a breach of this Agreement.
16. Insurance Benefits. As additional compensation to the Employee for
services performed, after the Employee's retirement from active and daily
employment with the Corporation, the Corporation shall continue to pay for and
provide to the Employee and his wife major medical and hospitalization insurance
benefits of equal coverage and substantially similar to those major medical and
hospitalization insurance benefits paid for and provided to senior executives of
the Corporation, provided, however, that such insurance shall not provide
coverage or benefits substantially less valuable or protective than those now in
effect for the Employee. said insurance benefits shall be paid for and provided
to the Employee and his wife for so long as either of them shall live.
Notwithstanding the fact that said period of coverage extends beyond the period
specified in paragraphs 4, 6 and 7 of this Agreement, the Corporation and the
Employee hereby agree that said lifetime insurance coverage is in
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the nature of supplemental income to the Employee, without any further or
additional services from the Employee to the Corporation. The payment for and
furnishing to the Employee of said lifetime insurance benefits by the
Corporation is subject to and conditioned upon the Employee's compliance with
the terms and conditions of this Agreement.
17. Assignment. Neither the Employee nor any designated beneficiary,
nor any other payee under this Agreement, shall have any power to transfer,
assign, anticipate, hypothecate or otherwise encumber in advance any of the
supplemental income payable hereunder, nor shall any supplemental income payable
be subject to seizure for the payment of any debts or judgments of the Employee
or any payee or be transferable by the Employee or any payee by operation of law
in the event of such person's bankruptcy, insolvency or otherwise.
18. Participation in Other Employee Benefit Plans. Any retirement or
disability compensation payable under this Agreement shall not be deemed salary
or other compensation to the Employee for the purpose of computing benefits to
which he may be entitled under any pension plan or other arrangement of the
Corporation for the benefit of its employees. Nothing contained herein shall in
any manner modify, impair or affect the existing or future right or interest of
the Employee to receive any employee benefits to which he would otherwise be
entitled, or as a participant in any future incentive profit-sharing or bonus
plan, stock option plan or pension plan of the Corporation,
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applicable generally to salaried employees. The rights and interests of the
Employee to any employee benefits or as a participant or beneficiary in or under
any or all such plans shall continue in full force and effect unimpaired, and
the Employee shall have the right at any time hereafter to become a participant
or beneficiary under or pursuant to any and all such plans.
19. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration conducted
by and in accordance with the rules then in existence of the American
Arbitration Association. Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof.
20. Life Insurance and Funding.
(a) The Corporation, in its sole discretion, may apply for and
procure as owner and for its own benefit insurance on the life of the Employee
in such amounts and in such forms as the Corporation may choose. The Employee
shall have no interest whatsoever in any such policy or policies, but, at the
request of the Corporation, shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance
company or companies to which the Corporation has applied for insurance.
(b) The supplemental income provided herein shall constitute an
unfunded promise of the Corporation, and the benefits and rights of the Employee
or his beneficiary or estate
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to supplemental income under this Agreement shall be solely those of an
unsecured creditor of the Corporation. Any insurance policy or other assets
acquired or held by the Corporation in connection with the liabilities assumed
by it pursuant to this Agreement shall not be deemed to be held under any trust
for the benefit of the Employee of his estate or a beneficiary thereof or to be
security for the performance of the obligations of the Corporation but shall be
and remain a general, unpledged and unrestricted asset of the Corporation.
21. Professional Liability Coverage. The Corporation shall provide
coverage to and for the Employee, as a named insured, under any
Architects/Engineers Professional Liability Insurance policy maintained by the
Corporation. Said coverage provided to the Employee shall be coextensive with
coverage to the Corporation both as to amount and description of services
covered. The term and length of coverage under said policy shall extend to
liability as a result of services performed by the Employee pursuant to this
Agreement.
22. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the state of Florida (without regard to the
conflicts of laws thereof). All lawsuits and other proceedings related to this
Agreement or the transactions herein described shall be commenced and held in
Dade County, Florida and the Employee waives all rights to object to the laying
of venue in such jurisdiction. In the event of any litigation or arbitration
arising by virtue of this Agreement,
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the prevailing party shall be entitled to an award of all court costs,
litigation and arbitration expenses and attorneys' fees at both trial and
appellate levels.
23. Notices. Any notice, payment, demand or communication required or
permitted to be given by any provision of this Agreement shall be in writing and
shall be deemed to have been delivered and given for all purposes, if delivered
personally to the party or to an officer of the party to whom the same is
directed, or, whether or not the same is actually received, if sent by
registered or certified mail, postage and charges prepaid, properly addressed to
the addressee's last known address.
24. Claims Procedure. In the event Employee (or Beneficiary) does not
receive a distribution of benefits to which he or she believes he or she is
entitled, he or she may present a claim to the Board of Directors of the
Corporation. The claim for benefits must be in writing and addressed to the
Corporation. If the claim for benefits is denied, the Corporation shall notify
the Employee (or Beneficiary) of the basis for the denial, any additional
material or information necessary for the Employee (or Beneficiary) to perfect
his or her claim, and the steps which the Employee (or Beneficiary) must take to
have the claim for benefits reviewed.
If a claim for benefits has been denied, Employee (or Beneficiary) may
file a written request for a review of his or her claim by the Board of
Directors. The decision of the Board
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of Directors shall be made within sixty (60) days after receipt of a request for
review and shall be communicated in writing to the claimant. Such written notice
shall set forth the basis for the Board of Directors' decision. If there are
special circumstances (such as the need for a hearing) which require an
extension of time for completing the review, the Board of Directors' decision
shall be rendered not later than one hundred twenty (120) days after receipt of
a request for a review.
25. Integrated Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof, and there are no agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth
herein.
26. No Oral Modification. No modification or waiver of this Agreement
or any part hereof shall be valid or effective unless in writing and signed by
the party or parties sought to be charged therewith. No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any breach or
condition of this Agreement or of any other subsequent breach or condition,
whether of like or different nature.
27. Binding Effect. This Agreement is binding upon and shall inure to
the benefit of the Corporation, its representatives, successors and assigns, and
to the Employee, heirs and personal representatives and his designated
beneficiaries. The Corporation and the Employee agree to execute any instruments
and to perform any acts which are or may become necessary to effectuate this
Agreement and to fulfill its terms.
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28. Paragraph Captions. Paragraph and other captions contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.
IN WITNESS WHEREOF, the respective Corporation has caused this
Agreement to be executed by its duly authorized officer and the Employee has
hereunto set his hand and seal as of the date first above written.
POST, XXXXXXX, XXXXX &
XXXXXXXX, INC.
ATTEST:
By /S/ XXXXXXX X. XXXXXX By /S/ XXXXX X. GLAN
---------------------------------- ----------------------------------
Asst Secretary Its President
THE PBSJ CORPORATION
ATTEST:
By /S/ XXXXXXX X. XXXXXX By /S/ XXXXX X. GLAN
---------------------------------- -----------------------------------
Asst Secretary Its President
WITNESS: EMPLOYEE:
/S/ XXXXXXX X. XXXXXX /S/ H. XXXXXXX XXX
------------------------------------ -------------------------------------
/S/ [ILLEGIBLE]
------------------------------------
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EXHIBIT A
In the event of my death, I hereby designate Xxxxxxx X. Xxx (name), wife
(relation) to receive the deferred compensation payments provided for in the
foregoing Agreement. In the event that said beneficiary does not survive me, the
payments shall be made to my estate (name), _______________________ (relation).
In the event neither beneficiary designated above shall survive me or if neither
beneficiary designated above can be located, all benefits to which I may from
time to time be entitled shall be payable to my estate.
EMPLOYEE
/S/ H. XXXXXXX XXX
------------------------------------
/S/ WILLLIAM X. XXXXXX
-----------------------
Witness
/S/ [ILLEGIBLE]
-----------------------
Witness
EXHIBIT B
Supplemental Income shall be increased by five percent (5%) for each full year
that receipt of such Supplemental Income is deferred.
STATE OF FLORIDA :
: ss
COUNTY OF DADE :
Before me personally appeared H. Xxxxxxx Xxx, who being duly sworn says that
there is no instrument in his name and for his benefit entitled Amendment to
Consulting/Supplemental Retirement/Death Benefits Agreement and that the
instrument entitled Second Amendment to Consulting/Supplemental Retirement/Death
Benefits Agreement dated October 10, 1989 is, in fact, a first amendment to said
Consulting/ Supplemental Retirement/Death Benefits Agreement dated November 6,
1987; that he makes this affidavit for the purpose of clarifying any later
confusion concerning the lack of a first amendment to said Agreement.
Dated this 21st day of August, 1991.
/S/ H. XXXXXXX XXX
-----------------------------------------------
H. Xxxxxxx Xxx
Sworn to and subscribed before me, a Notary Public at Large in and for the State
of Florida, this 21st day of August, 1991.
/S/ XXXXXXXXX X. XXXX
-----------------------------------------------
My Commission Expires:
NOTARY PUBLIC STATE OF FLORIDA
MY COMMISSION EXP JULY 29, 1994
BONDED THRU GENERAL INS. UND.
Second Amendment to
Consulting/Supplemental Retirement/Death Benefits Agreement
This Second Amendment to the Consulting/Supplemental
Retirement/Death Benefits Agreement (hereinafter referred to as the
"Agreement"), dated as of November 6, 1987, as amended, by and between Post,
Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., The PBSJ Corporation, Florida corporations with
principal offices in Miami, Florida (together hereinafter referred to as the
"Corporation"), and H. Xxxxxxx Xxx (hereinafter referred to as the "Employee"),
is dated as of the 10th day of October, 1989.
WHEREAS, the Employee has consented, as evidenced hereby, to a
change of residence in order to better serve the Corporation; and
WHEREAS, the Employee has assumed additional responsibilities
for the Corporation; and
WHEREAS, the parties hereto desire to amend the Agreement, as
amended, to modify the physical location from which Employee's services shall be
performed and to reflect the assumption of additional responsibilities; and
WHEREAS, the parties hereto desire to further amend the
Agreement to more accurately reflect the understanding of the parties with
respect to the manner of payment of certain benefits payable to Employee under
the Agreement;
NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements contained in this Second Amendment and the Agreement,
as amended, and intending to be legally bound, the parties hereto agree as
follows:
1. Employment. The final sentence of paragraph l(b) of the Agreement,
as amended, is hereby deleted in its entirety and the following substituted
therefor:
"The Employee will not be required to perform any services hereunder
which will necessitate moving his residence from Miami, Florida,
unless he agrees, in writing, to such relocation."
2. Consulting. The reference to "ten (10) years" in the third sentence
of paragraph 4 of the Agreement, as mended, is hereby deleted, and the phrase
"seven (7) years" is hereby substituted therefor.
3. Consulting Compensation. The reference to "Twenty Thousand Dollars
($20,000.00)" in the first sentence of paragraph 5 of the Agreement, as amended,
is hereby deleted, and "Sixty-Five Thousand Dollars ($65,000.00)" is hereby
substituted in lieu thereof.
4. Retirement Supplemental Income. Paragraphs 6, 7 and 9 of the
Agreement, as amended, are hereby deleted in their entirety, and the following
substituted therefor:
6. Retirement Supplemental Income.
(a) The Employee is eligible for Normal Retirement from active and
daily employment with the Corporation at any time after: (1)
the expiration of the initial employment term specified in
paragraph 2 which ends on January 1, 1998, (2) he has completed
ten (10) years of employment with the Corporation, and (3) he
has, been a party to this Agreement for five (5) years from the
date set forth above. The Employee's disability as defined in
paragraph 8 shall not prevent the satisfaction of this
condition. In such event, Employee shall be deemed to have
satisfied the foregoing condition as of January 1, 1998.
(b) Commencing January 1, 2005, provided the Employee shall have
satisfied the eligibility requirements for Normal Retirement,
the Corporation shall pay to the Employee Supplemental Income
in an amount determined under paragraph 10 hereof for a period
of eight (8) years. If the Employee, with the approval of the
Board of Directors of the Corporation, continues in active and
daily employment with the Corporation after January 1, [1998],
the amount of Supplemental Income specified in paragraph 10
hereof all be increased by the amounts set forth in Exhibit B
for each full year after such date. Such Supplemental Income
shall be payable in monthly installments on the first business
day of each calendar month.
7. Continuation of Payment in Event of Death or Disability.
If the Employee should die or become disabled, and in either
case not have received 180 monthly payments hereunder, the
Corporation shall make, or shall continue to make such monthly
payments to the Employee in the case of disability, or to
Employee's surviving designated beneficiary or beneficiaries,
as specified in Exhibit A attached hereto, subject, however, in
the case of
- 2 -
disability to paragraph 8 hereof. Such payments shall be in an
amount equal to the monthly amount paid or payable as
supplemental income pursuant to paragraph 10 (computed as of
the date of death or disability and only adjusted for CPI or
otherwise after such date) and shall continue until the
remaining monthly payments have been paid. If no beneficiaries
have been designated, or if the designated beneficiaries have
pre-deceased the Employee, or if the beneficiaries cannot be
found, such payments shall be made to the Employee's estate for
the remaining payment periods. If the Employee's designated
beneficiaries survive the Employee but thereafter due before
all remaining payments have been made, the Corporation shall
continue to make the remaining monthly payments to the estate
of the designated beneficiary last to die. In any event, the
Corporation may at any time elect to substitute payment
hereunder in the form of a lump-sum amount having a present
value actuarially equivalent to the total remaining
supplemental income payments or a paid-up annuity having a
value which shall produce the remaining monthly payments under
this Agreement.
9. Maximum Payment.
In no event shall the aggregate number of payments for both
Consulting and Supplemental Income combined exceed 180
payments nor shall such payments be for a period greater than
fifteen (15) years. Subject to satisfaction of applicable
eligibility requirements or conditions, consulting
compensation and supplemental income payments may run
concurrently unless the Corporation and the Employee shall
otherwise agree.
5. Amount of Supplemental Income. The reference to "Twenty Thousand
Dollars ($20,000.00)" in the first sentence of paragraph 10 of the Agreement, as
amended, is hereby deleted, and "Sixty-Five Thousand Dollars ($65,000.00)" is
hereby substituted in lieu thereof.
6. Competition and Confidentiality. The phrase "pursuant to paragraph 6
or 7' in the first sentence of paragraph 15 of the Agreement, as amended, is
hereby deleted in its entirety and the phrase "from active and daily employment"
substituted therefor.
- 3 -
7. Miscellaneous.
(a) Except as expressly provided herein, the Agreement, as amended,
shall remain in full force and effect without any modification or waiver of any
provision thereof.
(b) This Second Amendment shall be governed by the laws of the State
of Florida, without regard to the principles of conflicts of laws thereunder.
(c) The Agreement, as amended, sets forth the entire understanding
of the parties as to the subjects discussed therein, and supersedes all prior
understandings, commitments, agreements, whether oral or written, relating to
the subject matter thereof.
(d) This Second Amendment may be executed in any number of
counterparts, and each such counterpart shall for all purposes be deemed an
original.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to the Consulting/Supplemental Retirement/Death Benefits Agreement
between the Corporation and H. Xxxxxxx Xxx, as of the date and year first
written above.
Attest: POST, XXXXXXX, XXXXX & XXXXXXXX, INC.
By: /S/ XXXXXXX X. XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx
Assistant Secretary
By: /S/ XXXXXXXX X. XXXXX By /S/ XXXXXXX X. XXXXXXXX
----------------------------------- -----------------------------------
Its Chairman of the Board
Attest: THE PBSJ CORPORATION
By: /S/ XXXXXXX X. XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx, Asst. Secty.
By: /S/ XXXXXXXX X. XXXXX By /S/ XXXXX X. GLAN
----------------------------------- -----------------------------------
Its: President
Witness: EMPLOYEE
/S/ XXXXXXXX X. XXXXX /S/ H. XXXXXXX XXX
--------------------------------------- -------------------------------------
H. XXXXXXX XXX
- 4 -
Third Amendment to
Consulting/Supplemental Retirement/Death Benefits Agreement
THIS THIRD AMENDMENT to the CONSULTING/SUPPLEMENTAL RETIREMENT/ DEATH
BENEFITS AGREEMENT dated November 6, 1987 and thereafter amended by a SECOND
AMENDMENT dated October 10, 1989 (together hereinafter referred to as the
"Agreement"), by and between Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc. and The PBSJ
Corporation, Florida corporations with principal offices in Miami, Florida
(together hereinafter referred to as the "Corporation"), and H. Xxxxxxx Xxx, a
resident of the State of Florida (hereinafter referred to as the Employee") is
dated as of March 1, 1993.
W I T N E S S E T H
-------------------
WHEREAS, the aforesaid Second Amendment contained errors; and
WHEREAS, the parties desire to correct said errors to avoid further
confusion in interpreting the Agreement;
NOW THEREFORE, in exchange for good and sufficient consideration, the
receipt and adequacy of which are hereby acknowledged, the parties intending to
be legally bound, do hereby agree and acknowledge the following:
1. The parties to this Agreement agree that the above recitals are true
and correct and are incorporated herein by reference.
2. Consulting. The reference to "five (5) years" in the third sentence
of paragraph 4 of the Agreement, as amended, is hereby deleted, and the phrase
"seven (7) years" is hereby substituted therefor.
3. Continuation of Payment in Event of Death or Disability. The
reference to "120 monthly payments" in the first sentence of paragraph 7 of the
Agreement, as amended, is hereby deleted, and the phrase "180 monthly payments"
is hereby substituted therefor.
4. Maximum Payment. With respect to paragraph 9 of the Agreement, as
amended: (i) the reference to "120 payments" in the first sentence is hereby
deleted, and the phrase "180 payments" is hereby substituted therefor; (ii) the
reference to "ten (10) years" in the first sentence is hereby deleted, and the
phrase "fifteen (15) years" is hereby substituted therefor; and (iii) the second
(the final) sentence is hereby deleted in its entirety.
5. Miscellaneous.
(a) Except as expressly provided herein, the Agreement shall remain in
full force and effect without any modification or waiver of
- 1 -
any provision thereof.
(b) This Third Amendment shall be governed by the laws of the State of
Florida, without regard to the principles of conflicts of laws thereunder.
(c) The Agreement, as amended, sets forth the entire understanding of
the parties as to the subjects discussed therein, and supersedes all prior
understandings, commitments, agreements, whether oral or written, relating to
the subject matter thereof.
(d) This Third Amendment may be executed in any number of counterparts,
and each such counterpart shall for all purposes be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment to the Supplemental Retirement Agreement between the Corporation and
H. Xxxxxxx Xxx as of the date and year first written above.
ATTEST: POST, XXXXXXX, XXXXX & XXXXXXXX, INC.
By: /S/ XXXXXXX X. XXXXXX By /S/ XXXXXXX X. XXXXXXXX
----------------------------------- -----------------------------------
Secretary Its Chairman / CEO
ATTEST: THE PBSJ CORPORATION
By /S/ XXXXXXX X. XXXXXX By /S/ XXXXXXX X. XXXXXXXX
------------------------------------ -----------------------------------
Asst. Secretary Its President
WITNESS: EMPLOYEE:
/S/ XXXXXXX X. WIREKETT /S/ H. XXXXXXX XXX
-------------------------------------- -------------------------------------
- 2 -
Fourth Amendment to
Consulting/Supplemental/Retirement/Death Benefits Agreement
This Fourth Amendment to the Consulting/Supplemental Retirement/Death
Benefits Agreement (hereinafter referred to as the "Agreement"), dated as of
November 6, 1987, as amended, by and between Post, Xxxxxxx, Xxxxx & Xxxxxxxx,
Inc., The PBSJ Corporation, Florida corporations with principal offices in
Miami, Florida (together hereinafter referred to as the "Corporation"), and H.
Xxxxxxx Xxx (hereinafter referred to as the "Employee"), is dated as of the 6th
day of February, 1995.
WHEREAS, the parties hereto desire to further amend the Agreement to
reflect the current and revised understanding of the parties with respect to
certain rights, obligations and benefits of the parties under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained in this Fourth Amendment and the Agreement, as amended, and
intending to be legally bound, the parties hereto agree as follows:
1. Employment Terms. The reference to "January 1, 1998" in the first
sentence of Paragraph 2 of the Agreement, as amended, is hereby deleted, and the
date "January 1, 2001 " is hereby substituted therefor.
2. Consulting. Paragraph 4 of the Agreement, as amended, is changed to
replace "seven (7) years" with "five (5) years"; to delete the balance of the
sentence after "commencing on..." and replace with "January 1. 2001".
3. Consulting Compensation. The reference to "Sixty-Five Thousand
Dollars ($65,000.00)" in the first sentence of Paragraph 5 of the Agreement, as
amended, is hereby deleted, and "Seventy-Five Thousand Dollars ($75,000.00)" is
hereby substituted in lieu thereof.
4. Retirement Supplemental Income. Paragraph 6 of the Agreement, as
amended, is hereby deleted in its entirety, and the following substituted
therefor:
6. Retirement Supplemental Income.
(a) The Employee is eligible for Normal Retirement upon
termination of active and daily employment with the
Corporation. The Employee's disability as defined in
Paragraph 8 shall not prevent the satisfaction of this
condition.
(b) Commencing immediately upon completion of the five (5) year
consulting period described in Paragraph 4, the Corporation
shall pay to the Employee Supplemental Income in an amount
determined under Paragraph 10 for a period of ten (10)
years. Such Supplemental Income shall be payable in monthly
installments on the first business day of each calendar
month.
5. Amount of Supplemental Income. The reference to "Sixty-Five Thousand
Dollars ($65,000.00)" in the first sentence of Paragraph 10 of the Agreement, as
amended, is hereby deleted, and "Seventy-Five Thousand Dollars ($75,000.00)" is
hereby substituted in lieu thereof.
6. Miscellaneous.
(a) The parties acknowledge that there is no "First Amendment" to
the Agreement and that as of this date the entire Agreement consists of the
Agreement dated November 6, 1987, the Second Amendment dated October 10, 1989,
the Third Amendment dated March 1, 1993, and this Fourth Amendment.
(b) Except as expressly provided herein, the Agreement, as amended,
shall remain in full force and effect without any modification or waiver of any
provision thereof.
(c) This Fourth Amendment shall be governed by the laws of the State
of Florida, without regard to the principles of conflicts of laws thereunder.
(d) The Agreement, as amended, sets forth the entire understanding
of the parties as to the subjects discussed therein, and supersedes all prior
understandings, commitments, agreements, whether oral or written, relating to
the subject matter thereof.
(e) This Fourth Amendment may be executed in any number of
counterparts, and each such counterpart shall for all purposes be deemed an
original.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment to the Consulting/Supplemental Retirement/Death Benefits Agreement
between the Corporation and H. Xxxxxxx Xxx, as of the date and year first
written above.
Attest: POST, XXXXXXX, XXXXX & XXXXXXXX, INC.
By: /S/ [ILLEGIBLE] By: /S/ XXXXXXX X. XXXXXXXX
--------------------------- ----------------------------------
Its: Chairman
Attest: THE PBSJ CORPORATION
By: /S/ XXXXX X. GLAN /S/ XXXXXX X. SEANY
--------------------------- -------------------------------------
Its: Chairman
Witness: EMPLOYEE
/S/ [ILLEGIBLE] /S/ H. XXXXXXX XXX
--------------------------------------- -------------------------------------
H. XXXXXXX XXX
2
Fifth Amendment to
Consulting/Supplemental Retirement/Death Benefits Agreement
This Fifth Amendment to the Consulting/Supplemental Retirement/Death
Benefits Agreement (hereinafter referred to as the "Agreement"), dated as of
November 6, 1987, as amended, by and between Post, Xxxxxxx, Xxxxx & Xxxxxxxx,
Inc., The PBSJ Corporation, Florida corporations with principal offices in
Miami, Florida (together hereinafter referred to as the "Corporation"), and H.
Xxxxxxx Xxx (hereinafter referred to as the "Employee"), is dated as of the 19th
day of May, 1998.
WHEREAS, the parties hereto desire to further amend the Agreement to
reflect the current and revised understanding of the parties with respect to
certain rights, obligations and benefits of the parties under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained in this Fifth Amendment and the Agreement, as amended, and
intending to be legally bound, the parties hereto agree as follows:
1. Consulting Compensation. In addition to the consulting compensation
amounts included in the original Consulting/Supplemental Retirement/Death
Benefits Agreement dated November 6, 1987 and all amendments preceding this
amendment, the Corporation agrees to pay an additional consulting retainer of
twenty-five thousand dollars ($25,000) per year to the employee for the five (5)
year consulting period of time specified in the original agreement and
amendments. The amount of the consulting retainer payable under this amendment
shall be increased at the end of each calendar year commencing with the year
1998 and ending with the year preceding the last year during which consulting
payments are made under this amendment by a percentage of such amount equal to
the lesser of (1) three percent (3%), or (2) the increase in the national
Consumer Price Index ("CPI") as published by the United States Government for
such year. Adjustments shall be effective on January 1 based on the CPI for the
prior year computed from December to December. For the purposes of this
amendment, the CPI referred to shall be all items shown on the U.S. city average
for urban wage earners and clerical workers (including single workers), all
items, groups, subgroups and special groups of items as promulgated by the
Bureau of Labor Statistics of the U.S. Department of Labor. If the U.S.
Department of Labor ceases to publish the above described CPI, then such CPI as
may be published by such Department most nearly approaching said discontinued
CPI shall be used in making the above adjustments. If the Department
discontinues any such CPI, then such CPI as may be published by another U.S.
Government agency, as most nearly approximates the CPI first above referred to,
shall govern, subject to the application of an appropriate conversion factor to
be furnished by the governmental agency publishing the adopted CPI.
2. Miscellaneous.
(a) Except as expressly provided herein, the Agreement, as amended,
shall remain in full force and effect without any modification or waiver of any
provision thereof.
(b) This Fifth Amendment shall be governed by the laws of the State
of Florida, without regard to the principles of conflicts of laws thereunder.
(c) The Agreement, as amended, sets forth the entire understanding
of the parties as to the subjects discussed therein, and supersedes all prior
understandings, commitments, agreements, whether oral or written, relating to
the subject matter thereof.
(d) This Fifth Amendment may be executed in any number of
counterparts, and each such counterpart shall for all purposes be deemed an
original.
IN WITNESS WHEREOF, the parties hereto have executed this Fifth
Amendment to the Consulting/Supplemental Retirement/Death Benefits Agreement
between the Corporation and H. Xxxxxxx Xxx, as of the date and year first
written above.
Attest: POST, XXXXXXX, XXXXX & XXXXXXXX, INC.
By: /S/ XXXXX X. XXXXXXXX By: /S/ XXXX X. XXXXXXX
---------------------------- -----------------------------------------
XXXXX X. XXXXXXXX Its: Executive Vice President
ASSISTANT SECRETARY
Attest: THE PBSJ CORPORATION
By: /S/ XXXXX X. XXXXXXXX By: /S/ XXXXXXX X. XXXXXXXX
---------------------------- -----------------------------------------
XXXXX X. XXXXXXXX Its: Chairman
ASSISTANT SECRETARY
Witness: EMPLOYEE
/S/ XXXX X. XXXXXXX /S/ H. XXXXXXX XXX
------------------------------- --------------------------------------------
H. XXXXXXX XXX
Sixth Amendment to
Consulting/Supplemental Retirement/Death Benefits Agreement
This Sixth Amendment to the Consulting/Supplemental Retirement/Death
Benefits Agreement (hereinafter referred to as the "Agreement"), dated as of
November 6, 1987, as amended, by and between Post, Xxxxxxx, Xxxxx & Xxxxxxxx,
Inc., The PBSJ Corporation, Florida corporations with principal offices in
Miami, Florida (together hereinafter referred to as the "Corporation"), and H.
Xxxxxxx Xxx (hereinafter referred to as the "Employee"), is dated as of the 22nd
day of November, 1999.
WHEREAS, the parties hereto desire to further amend the Agreement to
reflect the current and revised understanding of the parties with respect to
certain rights, obligations and benefits of the parties under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained in this Sixth Amendment and the Agreement, as amended, and
intending to be legally bound, the parties hereto agree as follows:
1. Expenses During Employment and Retirement Term
The Corporation shall reimburse the Employee for all reasonable
expenses incurred by him during the Five-Year Consulting and Ten-Year Retirement
Terms.
Reasonable expenses shall include, but are not limited to, those
items currently provided to the Employee in accordance with policies of the
Corporation:
(a) Cellular Telephone (one).
(b) State-of-the-Art Computer (new unit every three years).
(c) Internet Access Charges.
(d) Professional/Financial Newspapers and Magazines.
(e) Airline Club Membership (one).
(f) Inclusion as American Airlines Platinum Tier member (or
equivalent at another airline).
(g) Budget Rental Car Optimum level (or equivalent at another
company).
(h) Annual Tax Return Preparation.
(i) Annual Physical Exam.
(j) Use of Breckenridge Condominium for two weeks per year,
including one week during ski season.
Throughout the 15-year term of the Employee's Agreement, as amended,
and at the sole option of the Employee, he may substitute expenses listed under
items 5(k), (l) and (m) enumerated below in lieu of direct cash renumeration.
(k) Automobile lease, including insurance, tag, maintenance and
repairs.
(l) Air fare; business (or first class where business is not
available).
(m) Country Club Membership.
2. Miscellaneous.
(a) Except as expressly provided herein, the Agreement, as amended,
shall remain in full force and effect without any modification or waiver of any
provision thereof.
(b) This Sixth Amendment shall be governed by the laws of the State
of Florida, without regard to the principles of conflicts of laws thereunder.
(c) The Agreement, as amended, sets forth the entire understanding
of the parties as to the subjects discussed therein, and supersedes all prior
understandings, commitments, agreements, whether oral or written, relating to
the subject matter thereof.
(d) This Sixth Amendment may be executed in any number of
counterparts, and each such counterpart shall for all purposes be deemed an
original.
IN WITNESS WHEREOF, the parties hereto have executed this Sixth
Amendment to the Consulting/Supplemental Retirement/Death Benefits Agreement
between the Corporation and H. Xxxxxxx Xxx, as of the date and year first
written above.
Attest: POST, XXXXXXX, XXXXX & XXXXXXXX, INC.
By: /S/ XXXX X. XXXXXXX By: /S/ XXXXXXX X. XXXXXXX
----------------------------- -----------------------------------------
Its: Senior Executive Vice President
Attest: THE PBSJ CORPORATION
By: /S/ XXXXXXX X. XXXXXXX /S/ XXXXXXX X. XXXXXXXX
----------------------------- --------------------------------------------
Its: Chairman
Witness: EMPLOYEE
/S/ XXXX X. XXXXXXX /S/ H. XXXXXXX XXX
------------------------------- --------------------------------------------
H. XXXXXXX XXX
