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EXHIBIT 10.17
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EMPLOYMENT AGREEMENT
This is an Employment Agreement (the "Agreement"), dated February 23, 1996,
between ROMAC INTERNATIONAL, Inc., a Florida corporation (the "Company"), and
Xxxxx X. Xxxxxx (the "Employee").
BACKGROUND
The Employee is currently serving as Vice President of the Company. The
Company wishes to secure the continued services of the Employee and the Employee
is willing to accept such employment on the terms and conditions set forth
herein.
Accordingly, the parties agree as follows:
TERMS
1. Employment. The Company hereby employs the Employee, and the Employee
hereby accepts such employment, upon the terms and conditions set forth in this
Agreement.
2. Term. Subject to the provisions for termination contained in Section
6, the term of employment under this Agreement shall be for a period of two
years commencing on the date hereof.
3. Duties. The Employee shall be engaged as a full-time employee in the
capacity of Vice President of the Company. The Employee shall perform such
managerial duties and executive responsibilities as may be reasonably assigned
to him by the President or Board of Directors of the Company.
4. Compensation. (a) As compensation for services rendered by the
Employee to the Company, the Company shall pay the Employee a salary of $165,000
per year, payable in equal semimonthly installments. From time to time, the
Board of Directors, in its discretion, may grant the Employee salary increases.
The Employee shall also participate in the Company's bonus incentive pool on
such terms as the Board of Directors shall approve from time to time.
(b) As soon as practicable after the date hereof, the Company agrees
to purchase for or provide to the Employee (i) comprehensive health and major
medical insurance coverage covering the Employee, his spouse and his minor
children, (ii) a life insurance policy with a nationally recognized carrier in a
policy amount reasonably acceptable to the Employee, naming a beneficiary or
beneficiaries designated by the Employee, and (iii) a long-term disability
insurance policy with coverage reasonably acceptable to the Employee, in each
case for the remaining term of this Agreement.
(c) The Company shall reimburse the Employee on a monthly basis for
all expenses reasonably incurred by the Employee in the performance of his
duties under this Agreement; provided, however, that the Employee shall have
previously furnished to the Company an itemized list of receipts and invoices in
substantiation of such expenditures.
(d) The Company shall provide suitable office space for the Employee,
together with all necessary and appropriate support staff and secretarial
assistance, equipment, stationery, books, and supplies.
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(e) The Employee shall be entitled to participate in any stock
option, employee benefit, or other plans offered by the Company to its officers
and directors on the terms specified therein.
(f) The Employee shall be entitles to the use of a leased automobile
at the Company's expense, which automobile shall be approved by the Board of
Directors. The Company shall pay all license, registration, and insurance costs
with respect to such automobile, and shall reimburse the Employee for all
reasonable gasoline usage and for all reasonable, ordinary, and necessary
repairs and maintenance with respect to such automobile, upon receipt of
receipts and invoices in substantiation of such expenditures.
5. Vacation. During the term of this Agreement, the Employee shall be
entitled to take 3 weeks paid vacation per year, in addition to recognized
national holidays.
6. Termination. (a) The Employee's employment hereunder may be terminated
at any time by:
(i) mutual written agreement;
(ii) the death of the Employee;
(iii) action of the Company for Cause, as defined in Subsection
6(c); or
(iv) action of the Employee for Good Reason, as defined in
Subsection 6(d).
(b) 60 days written notice and an opportunity to cure any default
shall be given to the other party prior to termination by either party under
Subsection 6(a)(iii) or 6(a)(iv).
(c) For purposes of this Agreement termination for "Cause" shall mean
(i) the termination of the Employee in accordance with this Section 6 (including
compliance with Subsection 6(b)) because of the willful and continued failure of
the Employee to perform his duties under this Agreement (except any such failure
resulting from illness or for Good Reason), or (ii) the permanent mental or
physical disability of the Employee such that he is unable to perform his duties
hereunder for a period of at least six consecutive months, as determined by a
licensed physician. For purposes of this section, the phrase "willful and
continued failure of the Employee to perform his duties" shall not be construed
to mean the failure of the Employee to achieve any performance objectives of the
Company, so long as the Employee is otherwise performing in good faith under
this Agreement.
(d) For purposes of this Agreement, "Good Reason" shall mean any of
the following that shall occur without the Employee's written consent:
(i) any material breach of this Agreement by the Company;
(ii) the assignment to the Employee of any duties inconsistent
with, or any substantial diminution in, the Employee's status or
responsibilities presently in effect;
(iii) the failure by the Company to provide the Employee with
office space and adequate administrative support;
(iv) a reduction by the Company in the Employee's salary as
established by this Agreement;
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(v) a change in the principal place of the Employee's employment
to a location outside of Hillsborough or Pinellas Counties, Florida;
(vi) the failure by the Company to provide the Employee with
insurance and other benefits provided for under this Agreement; or
(vii) the failure of any successor to the Company to assume and
agree to perform this Agreement.
7. Payments Following Termination. (a) If (i) the Employee is terminated
(other than for Cause), or (ii) the Employee resigns for Good Reason, or (iii)
the term of this Agreement expires and the parties have not mutually agreed upon
an extension of the Employee's employment beyond February 23, 1998;
(A) The Company will for a period of two years following the
last day of the Employee's actual employment with the Company (the "Exit Date"),
continue to pay the Employee his full compensation in effect at the time of the
Exit Date (including providing all fringe benefits);
(B) The Company will for a period of one year following the Exit
Date, at its expense, arrange to provide continuing health and major medical
insurance coverage substantially similar to the insurance coverage provided
immediately prior to the Exit Date; and
(C) The Company shall reimburse the Employee for all legal fees,
costs, and expenses (including, without limitation, legal fees and expenses on
appeal) incurred by the Employee in enforcing this Agreement.
(b) The Employee shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 7 be reduced by
any compensation earned by the Employee as a result of employment by another
employer or otherwise.
8. Change in Control. (a) Upon a Change in Control (as defined below) of
the Company, the Company will make a lump sum payment to the Employee, not later
than 30 days after the Change in Control occurs. This payment shall equal the
lesser of (i) twice the Employee's annual salary under this Agreement or (ii)
the maximum amount allowed such that no payment under this Section 8 constitutes
an excess parachute payment, taking into account all payments made under this
Agreement or otherwise, for the purposes of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), or any successor stature. If the Employee
holds any stock options of the Company, and if permissible under applicable
regulations promulgated under the Code, the Company shall pay to the Employee
the difference between the fair market value of a share of the Company' s stock
at the time of termination or resignation and the exercise price per share of
any stock options held by the Employee (whether or not such options are
presently exercisable) multiplied by the number of options held by the Employee.
The amount payable under this Section 8 shall be determined by the Employee,
subject to confirmation by the Chief Financial Officer of the Company.
(b) For purposes of this Section 8, the phrase "Change in Control"
means any replacement of 50% or more of the directors of the Company which
follows and is directly or indirectly a result of any one or more of the
following:
(i) A cash tender offer or exchange offer for the Company's
common stock;
(ii) A solicitation of proxies other than by the Company's
management or board of directors;
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(iii) Acquisition of beneficial ownership of shares having 25% or
more of the total number of votes that may be cast for the election of directors
of the Company by a third party or a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, for the purpose of changing control of the
Company, or
(iv) Any merger, business combination, sale of assets, or other
extraordinary corporate transaction undertaken for the purpose of changing
control of the Company.
9. Non-competition. (a) The Employee acknowledges that in the course of
his employment hereunder, he will obtain knowledge of confidential matters
essential to the business and competitive position of the Company, including,
without limitation, customer lists, business strategies, financial information,
and trade secrets that could unfairly disadvantage the Company were the Employee
to engage in business activities competitive with the Company. The employee
therefore agrees that he shall not, at any time during his employment hereunder
and for a period of one year thereafter, regardless of the reason for the
cessation of employment, accept employment as an officer, director or employee
of, or be or become the owner of lO% or more of the outstanding equity interest
of, or otherwise consult with or participate in the business of, any entity
engaged in the business of providing staffing services in the areas of temporary
personnel placement, executive search, or information systems consulting
services, in any geographical areas within the United States which the Company
has designated as a coverage area for one of its offices and which is in fact
being serviced by that office.
(b) If any covenant or provision contained in this Section 9 is found
by a court of competent jurisdiction to be unreasonable in duration,
geographical scope, or other character of restriction, the covenant or provision
shall not be rendered unenforceable thereby, but rather the duration,
geographical scope, or character of restriction of such covenant or provision
shall be deemed automatically reduced or modified with retroactive effect to the
extent necessary to render such covenant or provision enforceable, and such
covenant or provision shall be enforced as modified.
10. Non-Disclosure. The Employee shall hold in a fiduciary capacity for
the benefit of the Company all secret or confidential information, knowledge, or
data of the Company obtained by him during his employment by the Company, which
shall not be generally known to the public or recognized as standard practice
(whether or not developed by him) and shall not, during his employment hereunder
or after the termination of such employment, communicate or divulge any such
information, knowledge, or data to any person, firm, corporation, entity, or
group other than the Company or persons, firms, corporations, entities, or
groups designated in writing by the Company.
11. Specific Performance. The parties acknowledge and agree that damages
in the event of a breach of the provisions of Section 9 or Section 10 by the
Employee, though great and irreparable, would be difficult to ascertain, and
therefore the Company, in addition to and without limiting any other remedy or
right it may have at law or in equity or otherwise, shall have the right to an
injunction or other equitable relief in any court of competent jurisdiction,
enjoining any such breach, and the Employee hereby waives any and all defenses
he may have on the ground of inappropriateness of any such equitable relief.
12. Assignment: Binding Effect. The Company may not assign its rights or
delegate its duties hereunder without the Employee's prior written consent. The
Employee may not delegate his duties or assign his rights hereunder, without the
Company's prior written consent. This Agreement shall inure to the benefit of
and be binding upon the Company's permitted successors and assigns, and shall
inure to the benefit of and be binding upon the Employee's heirs, distributees
and personal representatives.
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13. Severability. If any provision of this Agreement is held to be
invalid, illegal, or unenforceable, in whole or in part such invalidity shall
not affect any otherwise valid provision, and all other valid provisions shall
remain in full force and effect.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one document.
15. Titles. The titles and headings preceding the text of sections of this
Agreement have been inserted solely for convenience of reference and do not
constitute a part of this Agreement or affect its meaning, interpretation, or
effect.
16. Waiver. The failure of either party to insist in any one or more
instances upon performance of any terms or conditions of this Agreement shall
not be construed as a waiver of future performance of any such term, covenant,
or condition, and the obligations of either party with respect to such term,
covenant, or condition shall continue in full force and effect.
17. Entire Agreement Modification. This Agreement supersedes all previous
agreements, negotiations, or communications between the Employee and the Company
with respect to the subject matter hereof, and contains the complete and
exclusive expression of the understanding between the parties. This Agreement
cannot be amended, modified, or supplemented in any respect except by a
subsequent written agreement entered into by both parties.
18. Notice. Any notice required or permitted to be given under this
Agreement shall be in writing and personally delivered or sent by Federal
Express or other nationally recognized overnight delivery service, postage
pre-paid, and addressed as follows:
To the Company:
Romac International, Inc.
000 Xxxx Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
To the Employee:
Xxxxx X. Xxxxxx
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
19. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Company Employee
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