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EXHIBIT 99.1
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is made and entered into effective for all
purposes as of the 31st day of December, 1998, by and between Lamalie
Associates, Inc., a Florida corporation ("LAI") and LAI Worldwide, Inc., a
Florida corporation ("LAI Worldwide").
WHEREAS, LAI sponsors certain incentive, compensation and benefit plans
for executives, employees and non-employee directors of LAI, and
WHEREAS, LAI is party to certain lockup and other agreements with
respect to the common stock of LAI, and
WHEREAS, LAI Worldwide, LAI and LAI MergerSub, Inc., a Florida
corporation and the wholly-owned subsidiary of LAI Worldwide ("MergerSub"), have
entered into an Agreement and Plan of Merger dated December 23, 1998 (the
"Merger Agreement"), in connection with the formation of a holding company by
LAI under Section 607.11045, Florida Statutes (the "Reorganization"), pursuant
to which LAI will become a wholly-owned subsidiary of LAI Worldwide and LAI
Worldwide will become a company whose stock is traded on The Nasdaq Stock
Market, and the shares of which will be issued or delivered under the incentive,
compensation and benefit plans and subject to the lockup and other agreements on
the terms and subject to the conditions set forth therein, and
WHEREAS, the Merger Agreement provides that LAI Worldwide shall assume
the sponsorship of various LAI incentive, compensation and benefit plans and be
substituted for LAI thereunder, and shall assume the obligations of LAI under
certain lockup and other agreements, all as of the "Effective Time" as defined
in the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements as set forth herein, the parties hereto agree as
follows:
1. LAI Worldwide assumes and adopts the incentive, compensation and
benefit plans listed on Exhibit A hereto (the "Assumed Plans"),
and is substituted for LAI as the sponsoring "Employer"
thereunder, effective as of the Effective Time. By such
assumption, LAI Worldwide assumes all of the rights, and agrees
to perform all of the obligations, of LAI under the Assumed
Plans, as in effect immediately prior to the Effective Time, and
LAI Worldwide adopts any and all goals established by LAI under
the Assumed Plans. LAI shall have no further obligation under the
Assumed Plans as the sponsor thereof but shall continue as a
participating or adopting Employer, as to its employees, to the
extent permitted or required under each Assumed Plan.
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2. LAI Worldwide also hereby assumes and adopts any and all of the
obligations of LAI under certain letter agreements with certain
shareholders of LAI pertaining to sales of the common stock of
LAI (the "Lockup Agreements") and certain other Agreements
pertaining to the common stock of LAI which are listed on Exhibit
B hereto (the "Other Agreements") from and after the Effective
Time, and is substituted for LAI under the Lockup Agreements and
the Other Agreements. LAI Worldwide assumes all of the rights,
and agrees to perform all of the obligations, of LAI under the
Lockup Agreements and the Other Agreements, as in effect
immediately prior to the Effective Time. From and after the
Effective Time, LAI shall have no further obligation under the
Lockup Agreements and the Other Agreements.
3. As of the Effective Time, LAI Worldwide shall assume from LAI all
authority and responsibility for amending, modifying or
terminating each Assumed Plan then in effect and for appointing
and removing all administrative committee or other committee
members, trustees, custodians and agents of the Assumed Plans,
provided, however, that such authority and responsibility for
amending, modifying, terminating and administering each Assumed
Plan (including the appointment or removal of committee members
and others) may be delegated by LAI Worldwide to directors,
officers or employees of LAI Worldwide or LAI or other
subsidiaries of LAI Worldwide that have adopted the Assumed
Plans, which subsidiaries as of the date hereof are set forth in
Exhibit C hereto, and provided further that following the
Effective Time and until further action by LAI Worldwide the
provisions of all Assumed Plans shall remain in effect and all
committee members, trustees, custodians and agents shall hold
office on the same basis as immediately preceding the Effective
Time.
4. As of the Effective Time, each reference to shares of LAI common
stock in the Assumed Plans, Lockup Agreements and Other
Agreements shall be deemed to be amended to refer to shares of
LAI Worldwide common stock.
5. As of the Effective Time, each option or right to purchase one or
more shares of LAI common stock pursuant to an Assumed Plan shall
become an option or right to purchase a corresponding number of
shares of LAI Worldwide common stock on the same terms as an
option or right to purchase shares of LAI common stock existed
under an Assumed Plan immediately prior to the Effective Time.
6. As of the Effective Time, each right to receive or obligation to
distribute one or more shares of LAI common stock or to receive
or to pay an amount based on the value of a share or shares of
LAI common stock under an Assumed Plan shall become a right or
obligation, as the case may be, to receive or distribute shares
of LAI Worldwide common stock or to receive or to pay an amount
based on the value of a share or shares of LAI Worldwide common
stock on the same terms as the right or obligation to receive or
distribute shares of LAI common stock or to receive or to pay an
amount based on the value of a share or shares of LAI common
stock existed under any of the Assumed Plans immediately prior to
the Effective Time.
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7. Each Assumed Plan shall be deemed to be further amended as the
appropriate officers of LAI and LAI Worldwide deem necessary or
appropriate, in their discretion, to implement the intent of the
foregoing and the terms of this Assumption Agreement.
8. Neither the assumption of the Assumed Plans, the Lockup
Agreements or the Other Agreements by LAI Worldwide nor the
consummation of the Reorganization by XXX XXX Worldwide and
MergerSub shall be deemed to be a termination of any of the
Assumed Plans, Lockup Agreements or Other Agreements, nor cause
any benefit to vest under an Assumed Plan, nor accelerate the
accrual or payment of any benefit thereunder, nor cause any
acceleration of any of the provisions of any of the Lockup
Agreements or Other Agreements.
9. Except as modified by this Assumption Agreement, Participants in
the Assumed Plans as of the date hereof shall have all of the
rights and benefits thereunder as existed on the day before the
Effective Date and no other changes in the Assumed Plans are
intended hereby.
10. This Assumption Agreement may be executed in any number of
counterparts, all of which, when executed, shall be deemed to be
one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused these presents to be
executed on its behalf by its duly authorized officer, as of the day and year
first above written.
LAMALIE ASSOCIATES, INC.
By: /s/: Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Chief Financial
Officer and Secretary
LAI WORLDWIDE, INC.
By: /s/: Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Chief Financial
Officer and Secretary
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EXHIBIT A
ASSUMED PLANS
1. Lamalie Associates, Inc. 1997 Omnibus Stock and Incentive Plan
2. Lamalie Associates, Inc. 1998 Omnibus Stock and Incentive Plan
3. XXX Xxxx Xxxxxx Profit Sharing and Savings Plan
4. Lamalie Associates, Inc. 1997 Employee Stock Purchase Plan
5. Lamalie Associates, Inc. Non-Employee Directors' Stock Option
Plan
6. Lamalie Associates, Inc. Directors' Deferral Plan
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EXHIBIT B
OTHER AGREEMENTS
Indemnification Agreements
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EXHIBIT C
LAI SUBSIDIARIES
1. XXX Xxxx Xxxxxx, Inc.
2. LAI Nevada, Inc.
3. LAI International, Limited
4. LAI International Holding, Inc.
5. WHI Subsidiary, Inc.
