EXHIBIT 99
December 5, 2007
Xxxxxx X. Xxxxxxx
Patriot Transportation Holding, Inc.
0000 Xxx Xxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Dear Xxx:
This letter agreement (this "Agreement") sets forth our
agreement regarding the benefits to which you will be entitled in
the event that (i) Patriot sells all of the stock or assets of
Florida Rock & Tank Lines, Inc. ("FRTL") to an unaffiliated third
party, or (ii) a Change of Control (as defined in Section 11.2(b)(i)
of Patriot's 2006 Stock Incentive Plan) occurs.
1. Stock Options. On the date Patriot completes the sale
of FRTL or such Change of Control occurs (the "Closing Date"), all
unvested stock options previously granted to you will immediately
become fully vested and shall remain exercisable for a period of
three months, or if less, the remaining term of the options.
2. Restricted Stock. On the Closing Date, all forfeiture
restrictions on the shares of restricted stock previously granted to
you will immediately lapse.
3. Severance Payment.
a. If the buyer does not offer you an executive
position comparable to your existing position with a compensation
structure no less favorable to you than to your existing compensation
package, Patriot will pay to you (or require the buyer to pay to you)
a payment equal to your current annual base salary plus maximum
potential bonus multiplied by two in a single sum within 10 days of
the date on which your termination of employment occurs.
b. In the event that either (i) buyer terminates
your employment before the second anniversary of the Closing Date other
than for good cause (as defined below), or (ii) you terminate your
employment with the buyer before the second anniversary of the Closing
Date for good reason (as defined below) (each a "Triggering Event"), then
you will be entitled receive, and the buyer will be obligated to pay to
you, in a single sum within 10 days of the date on which your termination
of employment occurs, a severance payment equal to your annual base salary
plus maximum potential bonus multiplied by two provided, however, that in
such event, the severance payment will be reduced by 4.1667% for each month
that you are employed by the buyer after the Closing Date. Should the buyer
fail to honor and pay you the Severance Payment, then Patriot shall make
such payment and seek recovery from the buyer at its own expense and with
your cooperation.
4. COBRA. If the buyer does not hire you then Patriot will
pay to you on a monthly basis for a period of one year after the Closing
Date, an amount, within 10 days of the date on which your termination of
employment occurs, a single sum equal to (i) the monthly cost of COBRA
coverage, less (ii) the amount that you currently pay for health insurance
coverage under Patriot's health insurance plan. Patriot will require the
buyer to agree that, in the event that a Triggering Event occurs, the buyer
will pay to you such monthly amount until the earlier of (i) one year from
the date of the Triggering Event, or (ii) the second anniversary of the
Closing Date.
5. Requirement to Remain in Employment; General Release. As
an additional condition to your entitlement to the benefits described in
this Agreement;
a. You must not have voluntarily terminated your
employment from Patriot prior to the Closing Date and your employment
with Patriot must not have been terminated by Patriot prior to the
Closing Date for good cause (as defined below).
b. If you become employed by the buyer, you must
not have terminated your employment with the buyer for any reason except
good reason and your employment with buyer must not have been terminated
by buyer for good cause (as defined below).
c. You must timely execute a general release in form
reasonably acceptable to Patriot releasing all claims that you may have
against Patriot in connection with your employment, except for the benefits
payable under this Agreement.
6. Definitions. For purposes of this letter agreement:
(a) "Good Cause" means any of the following: (i) the
commission of a felony; (ii) willful misconduct or gross negligence
resulting in material and demonstrable harm to the buyer; (iii) a material
violation of any of the buyer's policies or procedures resulting in
material and demonstrable harm to the buyer; (iv) the repeated and continued
failure to carry out, in all material respects, the buyer's reasonable and
lawful directions, except where a failure is attributable to illness, injury,
or disability; or (v) fraud, embezzlement, theft, or material dishonesty
against the buyer.
(b) "Good Reason" means any of the following: (i) any
reduction in base salary or incentive bonus opportunity; (ii) a requirement
that your principal place of business be related to a location that is more
than 50 miles from Jacksonville, Florida; or (iii) any material diminution
in duties, responsibilities, reporting obligations, titles, or authority that
the buyer does not cure within 20 days after written notice.
7. General Provisions. This Agreement is made in Florida and
will be interpreted under its laws. This Agreement supersedes all prior
agreements and understandings, whether oral or written, between Patriot and
you with respect to the subject matter of this Agreement. If any provision
of this Agreement is declared illegal and unenforceable, then such provision
shall be deemed void, leaving the remainder of this Agreement in effect.
Any amendment to this Agreement must be in writing and signed by you and
Patriot. Any waiver of any term of this Agreement must be signed by the
waiving party. Patriot intends to ensure that you fully understand this
Agreement and that you are entering into it on a completely voluntary basis.
Accordingly, we encourage you to consult with an attorney before signing
this Agreement.
Please confirm your agreement by signing as indicated below and
returning one fully executed original copy to me.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
_____________________________
Xxxxxx X. Xxxxx
Chairman of the Board
Accepted and agreed this 7th day of December, 2007.
/s/ Xxxxxx X. Xxxxxxx
_________________________________
Xxxxxx X. Xxxxxxx
