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EXHIBIT 10.10
EMPLOYMENT AGREEMENT dated as of November 5, 1993 (this "Employment
Agreement") by and between STAFF LEASING L.P., a Delaware limited partnership,
including each other operating limited partnership to be created by Purchaser
Group under that certain Assets Purchase Agreement dated of August 20, 1993
(collectively, the "Partnership"), and XXXXXXX X. XXXXXX (the "Executive").
W I T N E S E T H:
WHEREAS, the Partnership desires to employ the Executive in an
executive capacity and to be assured of his services as such on the terms and
conditions hereinafter set forth; and
WHEREAS, the Executive is willing to accept such employment on such
terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the
Partnership and the Executive hereby agree as follows:
1. Employment. (a) The Partnership hereby employs the
Executive as Chairman of the Partnership, subject to the supervision and
direction of the Board of Directors of the general partner of the Partnership
(the "General Partner"). The Executive shall be responsible for the general
management and oversight of the business and operation of the Partnership and
shall serve as the highest ranking officer of the Partnership. Such duties
shall be performed primarily within fifty (50) miles of the Bradenton, Florida
city limits and subject to travel outside of such area as may be reasonably
necessary for the Executive to perform his duties.
(b) The Executive shall faithfully and diligently discharge
his duties hereunder and use his best efforts to implement the policies
established by the Board of Directors of the General Partner. The Executive
shall devote his full business time to the business and affairs of the
Partnership (subject to vacations as herein provided and periods of illness).
2. Terms of Employment. Unless the employment of the Executive
is sooner terminated pursuant to Section 4 hereof, the Partnership hereby
employs the Executive, and the Executive hereby accepts such employment, for an
initial term (the "Initial Term") commencing on the date hereof and ending on
November 4, 1998. The employment of the Executive shall continue hereunder
following the Initial Term for additional twelve-month periods (the "Renewal
Terms") unless notice (a "Non-Renewal Notice") is given by either party hereto
at least ninety days prior to the end of the
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Initial Term of such party's election to terminate the employment of the
Executive at the end of the Initial Term. Subsequent to the Initial Term, the
employment of the Executive hereunder may be terminated at the end of any
Renewal Term by delivery by either the Executive or the Partnership of a
Non-Renewal Notice to the other party at least ninety days prior to the end of
such Renewal Term.
3. Compensation, Etc.. (a) Subject to the terms of this
Employment Agreement, the Partnership shall pay to the Executive so long as he
shall be employed hereunder
(i) base salary ("Base Salary") at the annual rate of Three
Hundred Thousand Dollars ($300,000), payable in weekly installments; and
(ii) bonus compensation as determined by the Compensation
Committee of the Board of Directors of the General Partner in its sole
discretion.
(b) So long as the Executive shall be employed under this
Employment Agreement, the Executive shall be entitled to
(i) health (including dependent coverage), life and
disability insurance and other benefit plans and vacation policies in effect
for executive employees of the Partnership during the term of employment
hereunder;
(ii) reimbursement of all reasonable expenses incurred by
the Executive in the performance of his duties hereunder in accordance with the
written policies of the Partnership;
(iii) annual membership dues at Bradenton Yacht Club and
Bradenton Country Club;
(iv) use of a luxury automobile and mobile phone; and
(v) use of an executive office suite.
4. Earlier Termination. (a) Notwithstanding the provisions of
Section 2 hereof, the employment of the Executive hereunder shall terminate on
the earliest of the following events:
(1) The date of the death ("Death") of the Executive.
(2) Thirty days after the date on which the Partnership
shall have given the Executive notice of termination of his employment
hereunder by reason of his physical or mental employment hereunder by reason of
his physical or mental incapacity on a permanent basis ("Incapacity"). The
Executive shall be deemed to be physically or mentally incapacitated on a
permanent basis if the Executive is unable, by reason of any physical or mental
incapacity, for a period of 180 days (whether or not consecutive) during any
12-month period to
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perform substantially all of his duties and responsibilities hereunder. In the
event of any disagreement between the Executive and Partnership as to whether
the Executive is physically or mentally incapacitated on a permanent basis so
as to permit the Partnership to terminate the employment of the Executive
pursuant to this subparagraph (2), the question of such permanent incapacity
shall be submitted to an impartial and reputable physician selected by mutual
agreement of the Partnership and the Executive or, failing such agreement,
selected by two physicians (one of whom shall be selected by the Partnership
and the other by the Executive), and the determination of the question of such
permanent incapacity by such physician shall be final and binding on the
Partnership and the Executive. The Partnership shall pay the fees and
expenses of such physician, and the Executive shall submit to any medical
examinations reasonably necessary to enable such physician to make a
determination as to whether the Executive is permanently incapacitate.
(3) Upon notice in writing to the Executive, for cause
("Termination for Cause"), which shall mean (A) embezzlement, theft or other
misappropriation by the Executive of any property owned or under control of the
Partnership or of any Partnership or entity controlled by the General Partner,
or of any corporate or partnership opportunity thereof; (B) any act involving
moral turpitude which if the subject of a criminal proceeding could result in a
conviction for a crime involving moral turpitude; (C) any suspension or loss of
the Partnership's employee leasing company license issued by the Florida
Department of Professional Regulation as a direct result of any act or omission
of the Executive; or (D) gross breach of the Executive's fiduciary obligations
to the Partnership or any entity controlled by the General Partner.
(4) Seven (7) days after delivery by the Partnership of written
notice to the Executive of the Partnership's desire to terminate the
Executive's employment hereunder for any reason other than Death, Incapacity or
Termination for Cause ("Termination Without Cause").
(5) Voluntary resignation by the Executive of his duties and
responsibilities hereunder ("Voluntary Termination").
(b) If the employment of the Executive is terminated as a result of
Termination for Cause or Voluntary Termination, the Executive shall thereupon
be released from any further obligation under Section 1 hereof, and the
Partnership shall thereupon be released from any further obligations hereunder,
including those under Section 3 hereof, except for obligations accrued to the
date of termination.
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(c) If the employment of the Executive is terminated by the
Partnership as a result of Termination Without Cause, then, as and for
liquidated damages, the Partnership shall continue to (i) make all payments of
Base Salary until the end of the employment term, whether the Initial Term or a
Renewal Term (the "Severance Term"), and (ii) afford the Executive the benefits
described in Section 3(b) hereof until the end of the employment term, whether
the Initial Term or a Renewal Term; provided that if the Executive becomes
employed by another entity during the Severance Period shall be reduced on a
dollar-for-dollar basis by amounts payable to the Executive with respect to
such period as a result of such employment and (B) the benefits described in
Section 3(b) shall cease to be provided upon commencement of such employment.
The Executive shall notify the Partnership promptly after accepting employment
during the Severance Period and shall make available to the Partnership the
terms of such employment upon request.
(d) If the employment of the Executive is terminated by the
Partnership as a result of Death or Incapacity, then, as and for liquidation
damages, the Partnership shall make payments in an amount equal to one-half of
Base Salary until the end of the Severance Term.
5. Noncompetition Agreement. (a) During the term of this Employment
Agreement the Executive shall not, directly or indirectly, in association with
or as stockholder, director, officer, consultant, employee, member or otherwise
of or through any person, firm, corporation, partnership, association or other
entity, engage in any enterprise or business in the United States of America
which is competitive with the business of the Partnership as such business may
now or hereafter be conducted or developed during the term of this Employment
Agreement (individually, a "Competitor").
(b) The Executive acknowledges and agrees that the covenants contained
in this Section 5 ("Restrictive Covenants") are reasonable and valid in
geographic and in temporal scope and in all other respects. If any court
determines that any of the Restrictive Covenants, or any part thereof, is
invalid or uneforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full effect, without regard to the
invalid portions.
(c) If any court determines that any of the Restrictive Covenants, or
any part thereof, is unenforceable because of the duration or geographic scope
of such provisions, such court shall have the power to reduce the duration or
scope of such provision, and, in its reduced form, such provision shall then be
enforceable.
(d) The Partnership and the Executive intend to hereby confer
jurisdiction to enforce the Restrictive Covenants upon the
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courts of any jurisdiction within the geographical scope of such Restrictive
Covenants. If the courts of any one or more of such jurisdictions hold the
Restrictive Covenants unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of the Partnership and the Executive that such
determination not bar or in any way affect the Partnership's rights to the
relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, or as to the breaches of such
Restrictive Covenants in such other respective jurisdiction, such Restrictive
Covenants as they relate to each jurisdiction being, for this purpose,
severable into diverse and independent covenants.
6. Confidential Information. The Executive agrees that both
during his employment hereunder and for a five year period thereafter he will
not divulge to any third party any confidential information concerning (i)
clients, correspondents and agents and (ii) business affairs of the Partnership
or the General Partner with respect to any of which the Executive may have
acquired knowledge in the course of his employment by the Partnership. The
Executive shall not, except as required in the course of his employment, for
any reason disclose any confidential information to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever
unless such information shall previously become public knowledge through no
action by the Executive. The provisions of this Section 6 shall survive the
termination of this Employment Agreement.
7. Separability. If any provision of this Employment Agreement is
deemed to be invalid or unenforceable or is prohibited by the laws of the state
or place where it is to be performed, this Employment Agreement shall be
considered divisible as to such provision and such provision shall be
inoperative in such state or place shall not be part of the consideration
moving from either of the parties to the other. The remaining provisions of
this Employment Agreement, however, shall be valid and not binding and of like
effect as though such provision were not included.
8. Miscellaneous. (a) This Employment Agreement contains the
entire agreement between the Partnership and the Executive with respect to the
employment by the Partnership of the Executive and supersedes all prior
arrangements or understandings with respect thereto.
(b) The performance by the Executive of his duties under this
Employment Agreement is the personal obligation of the Executive any may not be
delegated by the Executive; however, the Executive may delegate duties and
responsibilities to other employees or agents of the Partnership or its
subsidiaries incident to normal and customary management practices.
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(c) This Employment Agreement shall be governed by and construed in
accordance with the laws of the State of Florida (other than the choice of law
principles thereof).
(d) The descriptive headings of this Employment Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Employment Agreement.
(e) All notices pursuant to this Employment Agreement shall be in
writing and sufficient if delivered personally or sent by registered or
certified mail, postage prepaid, by recognized overnight courier or by
facsimile or other means of electronic transmission addressed as follows:
(a) If to the Partnership:
Staff Leasing, L.P.
0000 0xx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000-0000
Attention: General Counsel
Telephone: (000) 000-0000
FAX: (000) 000-0000
With copies to:
Dechert Price & Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
FAX: (000) 000-0000
Xxxxx Capital Corporation
Two Soundview Drive
Greenwich, Ct. 06830
Attention: President
Telephone: (000) 000-0000
FAX: (000) 000-0000
(b) If to the Executive:
0000 00xx Xxxxxx X.
Xxxxxxxxx, XX 00000
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With copies to:
Xxxxxxxx, Loop & Xxxxxxxx
000 X. Xxxxxxx Xxxx., Xxxxx 0000
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
If notice is sent by mail it shall be considered delivered five days after the
date of mailing. Any party may by written notice change the address to which
notices to such party are to be delivered or mailed.
(g) Any waiver of any term or condition, or any amendment or
supplementation, of this Employment Agreement shall be effective only if in
writing.
IN WITNESS WHEREOF, the Partnership and the Executive have executed and
delivered this Employment Agreement on the date first above written.
STAFF LEASING, L.P.
By: STAFF ACQUISITION, INC.,
General Partner
By: /s/
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Title:
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
