EMPLOYMENT AGREEMENT
AGREEMENT made and entered into as of this _____ day of ____________,
1999, between American Marine Recreation, Inc., a Delaware corporation (the
"Corporation") having an address at 0000 - 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
and Xxxxxx X. Xxxx, Xx. (the "Executive"), residing at
______________________________________.
W I T N E S S E T H:
WHEREAS, Executive is presently employed by the Corporation; and
WHEREAS, the Corporation and the Executive desire to set forth the
terms of Executive's employment with the Corporation, pursuant to the terms and
conditions hereof.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:
1. Term of Employment. The Corporation agrees to and does hereby employ
Executive, and Executive agrees to and does hereby accept employment by the
Corporation, as the Chairman, President and Chief Executive Officer of the
Corporation, subject to the supervision and direction of its Board of Directors,
for the three (3) year period commencing on ______________, 1999, and ending at
midnight on the _____ day of ______________________, 2003 (the "Term"). The Term
shall be automatically renewed on an annual basis (each such period, a "Renewal
Period") for an additional year (the "Renewal Term"), unless this Agreement is
terminated in writing by the Executive or the Corporation (the "Notice of
Nonrenewal") not less than one hundred eighty (180) days prior to the expiration
of the Term or any Renewal Period, unless otherwise terminated pursuant
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to the provisions of this Agreement.
2. Duties of Executive. Executive shall devote such time, attention and
energy to the affairs of Corporation as shall be reasonably required to perform
his duties hereunder, and, in pursuance of the policies and directions of the
Board of Directors, Executive shall use his best efforts to promote the business
and affairs of the Corporation.
3. Base Compensation. In consideration of the Executive's services pursuant
to this Agreement, Corporation shall pay to Executive, during the period of
Executive's employment under this Agreement, (i) a salary at the rate of Two
Hundred Eight Thousand Dollars ($208,000.00) per year during the first year of
this Agreement (the "Base Compensation); and (ii) for each year thereafter,
annual compensation shall be determined by the Board of Directors, but in no
event less than $208,000.00. The Base Compensation shall be payable in equal
installments, in accordance with the Corporation's customary procedures for
executive employees (but in no event less frequently than semi-monthly), subject
to applicable tax and payroll deductions. The Board of Directors of the
Corporation may increase Executive's Base Compensation at such time or times and
in such amount or amounts as it may in its sole discretion determine.
[Additionally on the first and each subsequent anniversary of the effective date
of this Agreement, by the same percentage increase (if any) in the CPI for the
twelve (12) month period immediately preceding such anniversary. The CPI shall
be defined as: "CPI" means for any period the Consumer Price Index for All Urban
Consumers--All Items Index for Orlando, Florida (or any substantially similar
index published for the same area), as published by the United States Department
of Labor, Bureau of Labor Statistics (or its successor) for that period.]
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4. Incentive Compensation. Provided Executive has duly performed his
obligations pursuant to this Agreement, Executive shall be eligible to receive,
as additional compensation for the services to be rendered by Executive under
this Agreement, incentive compensation. The amount of such incentive
compensation shall be determined by the Board of Directors based on the
Executive's performance and contributions to the Corporation's success.
5. Other Benefits. During the term of this Agreement the Executive shall be
entitled to participate in any benefit plans adopted by the Corporation for the
general and overall benefit of all employees and/or for key executives of the
Corporation such as health care, life insurance, disability, stock option plans,
tax, legal and financial planning services, pension, profit sharing and savings.
Executive shall be entitled to receive at no cost full family coverage health
care insurance.
6. Vacation. Executive shall be entitled to a fully paid vacation of four
(4) weeks per calendar year, which vacation shall be scheduled at such time or
times as the Corporation in consultation with Executive may reasonably
determine.
7. Expenses.
(a) The Corporation shall pay or reimburse Executive for all
reasonable and necessary expenses incurred by him in connection with his duties
hereunder, upon submission by Executive to the Corporation of such reasonable
evidence of such expenses as the Corporation may require.
(b) Throughout the term of this Agreement, the Corporation
will provide Executive with the use of a motor vehicle of a class equivalent to
that currently utilized by the Executive for purposes within the scope of his
employment with Corporation and shall pay all expenses for fuel, maintenance,
and insurance in connection with such use of the motor vehicle.
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Executive shall also be entitled to the use of demonstrator watercraft as may be
selected by Executive from time to time.
8. Insurance. The Corporation may from time to time apply for policies
of life, health and accident insurance or disability insurance upon the
Executive in such amounts as the Corporation deems appropriate. The Executive
agrees to aid the Corporation in procuring such insurance, including submitting
to a physical examination, if required, and completing any and all forms
required for application for any insurance policy.
9. Support. The Executive shall be provided by the Corporation at its
expense with office space, furnishings and facilities, reserved parking,
secretarial and administrative assistance, supplies and other support equipment
(including a computer, facsimile machine and photocopier).
10. No Forced Relocation. The executive shall not be required to move
his principal place of residence from the greater Orlando area or to perform
regular duties that could reasonably be expected to require either such move
against his wish or to spend amounts of time each week outside the greater
Orlando area which are unreasonable in relation to his duties and
responsibilities of the Executive hereunder, and the Corporation agrees that, if
it requests the Executive to make such a move and the Executive declines the
request, (i) that declination shall not constitute any basis for a determination
that Cause exists, and (ii) no animosity or prejudice will be held against
Executive.
11. Disclosure of Information. The Executive shall, during his
employment under this Agreement and thereafter, keep confidential and refrain
from disclosing to any unauthorized persons all data and information relating to
the respective businesses of the Corporation or any of its subsidiaries.
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12. Intellectual Property Rights.
(a) The Executive shall promptly disclose to the Corporation
in writing, any and all charts, layouts, maps, inventions, improvements,
techniques, markets, sales and advertising plans, processes, concepts and plans,
whether or not copyrightable or patentable, secret processes and "know-how,"
conceived by the Executive during the term of his employment by the Corporation
(the "Executive's Work Product"), whether alone or with others and whether
during regular working hours and through the use of facilities and property of
the Corporation or otherwise, which directly relates to the present business of
the Corporation. Upon the Corporation's request at any time or from time to time
during the Term of the Executive's employment, the Executive shall (i) deliver
to the Corporation copies of the Executive's Work Product that may be in his
possession or otherwise available to him; and (ii) execute and deliver to the
Corporation such applications, assignments and other documents as it may
reasonably require in order to apply for and obtain copyrights or patents in the
United States of America and other countries with respect to any Executive's
Work Product that it deems to be copyrightable or patentable, and/or otherwise
to vest in itself full title thereto.
(b) All documents that pertain to the Corporation, including
but not limited to the Executive's Work Product, shall be the sole and exclusive
property of the Corporation. Upon the termination of the Executive's employment,
all such documents that may be in his possession or otherwise available to him
or shall thereafter come into his possession or control shall be promptly
returned to the Corporation without the necessity of a request therefor.
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13. Non-Competition Covenant.
(a) The Executive shall not, during his employment by the
Corporation, engage, directly or indirectly, in any business competitive with
the business of the Corporation without the consent of the Board of Directors.
(b) For a period of one (1) year after the termination of the
Executive's employment hereunder (the "Non-Competition Period"), for any reason
whatsoever, other than a termination by the Corporation without Good Cause, or
by Executive for Good Reason (as hereinafter defined), the Executive shall not
(i) engage, directly or indirectly, as an officer, director, shareholder, owner,
partner, joint venturer or in a managerial capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales representative in
any business selling boating, nautical products and services, and directly
related activities as presently conducted by the Corporation throughout the
United States (the "Territory"), without the permission of the Board of
Directors, which permission shall not be unreasonably withheld or delayed or
(ii) induce or actively attempt to influence any other employee or consultant of
the Corporation to terminate his or her employment or consultancy with the
Corporation. Nothing herein contained shall be deemed to prevent ownership by
Executive (as said term is defined in regulation 14(A) promulgated under the
Securities Exchange Act of 1934 as in effect on the date hereof), collectively,
of not more than 5% of the outstanding capital stock of a corporation listed on
a national securities exchange.
(ii) The parties to this Agreement consider the restrictions contained
herein reasonable as to the duration of the Non-Competition Period and the
extent of the Territory. However, if the duration if the Non-Competition Period
or the extent of the Territory herein specified should be judged unreasonable by
any Court or arbitration proceeding, the validity and
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effect of the remaining provisions of this Agreement shall not be affected
thereby and, the duration of the Non-Competition Period shall be reduced by such
number of months and/or the area of the Territory shall be reduced such that,
the Territory and the Non-Competition Period shall be deemed reasonable so that
the foregoing covenant not to compete may be enforced.
(iii) Executive agrees and recognizes that in the
event of a breach of
threatened breach by Executive of the provisions of the aforegoing covenants,
the Corporation may suffer irreparable harm, and that money damages may not be
an adequate remedy. Therefore, the Corporation shall be entitled as a matter of
right to specific performance of the covenants of Executive contained herein by
way of temporary or permanent injunctive relief in a Court of competent
jurisdiction.
14. Termination. This Agreement and Executive's employment may be
terminated in any one of the following ways:
(a) Termination of Employment by the Corporation. The
Corporation shall be entitled, if acting at the direction of the Required Board
Majority, to terminate the Executive's employment at any time with or without
Good Cause. The Corporation's termination of the Executive's employment will be
effective on the date the Corporation delivers a notice of termination to the
Executive pursuant to this Section 14(a) (together with any required certified
Board resolution). If the Corporation terminates the Executive's employment for
Good Cause, the Corporation shall, within thirty (30) business days thereafter,
pay the Executive an amount equal to the Accrued Benefits and, when that payment
is made, the Corporation shall have no further obligation hereunder to
compensate the Executive. If the Corporation terminates the Executive's
employment without Good Cause, or elects not to renew Executive's employment
upon expiration
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of the original term or any renewal term, the Corporation shall, within thirty
(30) business days thereafter, pay the Executive an amount equal to the sum of
Accrued Benefits, plus the Severance Payment, and shall continue to provide
health insurance benefits for the Executive, his spouse and minor children, if
any (on the same terms in effect on the Termination date) for a period of three
(3) years after the termination date.
(b) Termination of Employment by the Executive. The Executive
shall be entitled to terminate his Employment, by delivery of a notice of
termination to the Corporation: (1) for Good Reason at any time within one
hundred eighty (180) days after the facts or circumstances constituting that
Good Reason first exist and are known to the Executive, (ii) in the event of his
Disability, as provided in Section 14(c), or (iv) without Good Reason and other
than for Disability at any time. If the Executive terminates his Employment for
Good Reason, the Corporation shall pay to the Executive in a cash lump sum
within five (5) business days after the date the Corporation receives the
Executive's notice of termination, an amount equal to the sum of Accrued
Benefits plus the Severance Payment, and shall continue to provide health
insurance benefits for the Executive, his spouse and minor children (on the same
terms in effect on the Termination date) for a period of three (3) years after
the termination date. If the Executive terminates his Employment without Good
Reason and other than for Disability, the Corporation shall pay to the
Executive, in a cash lump sum within five (5) business days after the
termination date, the Accrued Benefits.
(c) Termination by Reason of Disability. If the Executive
incurs any Disability prior to termination of this Agreement, either the
Executive or the Corporation may terminate the Executive's Employment effective
on the date the Nonterminating Party receives a notice of
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termination from the Terminating Party pursuant to this Section 14(c); provided,
however that the Corporation shall, within five (5) business days thereafter,
pay the Executive an amount equal to the sum of Accrued Benefits plus the
Termination Payment, and the Corporation shall continue to provide health
insurance benefits for the Executive, his spouse and minor children (on the same
terms in effect on the Termination date) for a period of three (3) years after
the Termination date.
(d) Termination of Employment by Death. The Executive's
Employment shall terminate automatically at the time of his death. If the
Executive's Employment is terminated by reason of the Executive's death, the
Corporation shall pay to the Executive's estate, in a cash lump sum within
thirty (30) days after the Termination date, an amount equal to the sum of the
Accrued Benefits plus the Termination Payment, and shall continue to provide
health insurance benefits for the Executive's spouse and minor children (on the
same terms in effect on the Termination date) for a period of three (3) years
after the Termination date.
(e) Return of Property. On termination of the Executive's
Employment, however brought about, the Executive (or his representatives) shall
promptly deliver and return to the Corporation all the Corporation's property
that is in the possession or under the control of the Executive.
(f) Stock Options. Notwithstanding any provision of this
Agreement to the contrary: (i) except in the case of a termination of the
Executive's Employment for Cause, all stock options previously granted to the
Executive under Incentive Plans that have not been exercised and are outstanding
as of the time immediately prior to the Termination date shall, notwithstanding
any contrary provision of any applicable Incentive Plan, automatically become
vested and immediately exercisable, and remain outstanding until exercised or
the expiration of their term, whichever is
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earlier; and (ii) in the case of a termination of the Executive's Employment for
Cause, all stock options previously granted to Executive under Incentive Plans
that have not been exercised and are outstanding as of the Termination date
shall automatically be terminated, unless the Compensation Committee determines
otherwise in its discretion, notwithstanding any contrary provision of any
applicable Incentive Plan.
(g) Change in Control of the Corporation. In the event of a
"Change in Control" (as defined below) of the Corporation during the Term,
Executive may terminate this Agreement as provided herein.
Upon termination of this Agreement for any reason provided above,
Executive shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Executive only to the extent and in the manner expressly provided above or in
paragraph 5 hereof.
If termination of Executive's employment arises out of the
Corporation's failure to pay Executive on a timely basis the amounts to which he
is entitled under this Agreement or as a result of any other breach of this
Agreement by the Corporation, the Corporation shall pay all amounts and damages
to which Executive may be entitled as a result of such breach, including
interest thereon and all reasonable legal fees and expenses and other costs
incurred by Executive to enforce his rights hereunder. Further, none of the
provisions of paragraph 11 hereof shall apply in the event this Agreement is
terminated as a result of a breach by the Corporation.
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15. Change in Control.
(a) Unless Executive elects to terminate this Agreement
pursuant to subparagraph (c) below, Executive understands and acknowledges that
the Corporation may be merged or consolidated with or into another entity and
that such entity shall automatically succeed to the rights and obligations of
the Corporation hereunder or that the Corporation may undergo another type of
Change in Control. In the event such a merger of consolidation or other Change
in Control is initiated prior to the end of the Term, then the provisions of
this paragraph shall be applicable.
(b) In the event of a pending Change in Control wherein the
Corporation and Executive have not received written notice at least five (5)
business days prior to the anticipated closing date of the transaction giving
rise to the Change in Control from the successor to all or a substantial portion
of the Corporation's business and/or assets that such successor is willing as of
the closing to assume and agree to perform obligations under this Agreement in
the same manner and to the same extent that the Corporation is hereby required
to perform, then such Change in Control shall be deemed to be a termination of
this Agreement by the Corporation without Good Cause during the Term and the
applicable portions herein will apply; however, under such circumstances, the
amount of the lump-sum severance payment due to Executive shall be the amount of
the Severance Payment and the non-competition provisions herein shall not apply
whatsoever.
(c) In any Change in Control situation, Executive may, at his
sole discretion, elect to terminate this Agreement by providing written notice
to the Corporation at least five (5) business days prior to the anticipated
closing of the transaction giving rise to the Change in Control. In such case,
the Corporation shall pay to Executive the amount of the Severance Payment and
the
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non-competition provisions herein shall all apply for a period of one (1) year
from the effective date of termination.
(d) For purposes of applying paragraph 12 hereof under the
circumstances described in (b) and (c) above, the effective date of termination
will be the closing date of the transaction giving rise to the Change in Control
and all compensation, reimbursements and lump-sum payments due Executive must be
paid in full by the Corporation at or prior to such closing. Further, Executive
will be given sufficient time and opportunity to elect whether to exercise all
or any of his options to purchase shares of common stock of the Corporation,
such that he may convert the options to shares prior to the closing of the
transaction giving rise to the Change in Control, if he so desires.
(e) A "Change in Control" shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended, as in effect on the date of this Agreement, or if Item 6(c) is
no longer in effect, any regulations issued by the United States Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
which serve similar purposes; provided further that, without limitation, a
Change in Control shall be deemed to have occurred if and when:
(i) the following individuals no longer constitute a majority of the
members of the Board of Directors of (A) the individuals who, as of the day
after the closing date of the Corporation's initial public offering, constitute
the Board of Directors of the Corporation (the "Original Directors"); (B) the
individuals who thereafter are elected to the Board of Directors of the
Corporation and whose election, or nomination for election, to the Board of
Directors of the
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Corporation was approved by a vote of at least two-thirds (2/3) of the Original
Directors then still in office (such directors becoming "Additional Original
Directors" immediately following their election); and (c) the individuals who
are elected to the Board of Directors of the Corporation and whose election, or
nomination for election, to the Board of Directors of the Corporation was
approved by a vote of at least two-thirds (2/3) of the Original Directors and
Additional Original Directors then still in office (such directors also becoming
"Additional Original Directors" immediately following their election);
(ii) a tender offer or exchange offer is made whereby
the effect of such
offer is to take over and control the Corporation, and if such offer is
consummated for the equity securities of the Corporation representing twenty
percent (20%) or more of the combined voting power of the Corporation's then
outstanding voting securities;
(iii) the stockholders of the Corporation shall
approve a merger,
consolidation, recapitalization, or reorganization of the Corporation, a reverse
stock split of outstanding voting securities, or consummation of any such
transaction if stockholder approval is not obtained, other than any such
transaction which would result in at least seventy-five percent (75%) of the
total voting power represented by the voting securities of the surviving entity
outstanding immediately after such transaction being beneficially owned by at
least seventy-five percent (75%) of the holders of outstanding voting securities
of the Corporation immediately prior to the transaction, with the voting power
of each such continuing holder relative to other such continuing holders not
substantially altered in the transaction; or
(iv) the stockholders of the Corporation shall approve a plan of complete
liquidation of the Corporation or an agreement for the same or disposition by
the Corporation of all
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or a substantial portion of the Corporation's assets to another person or entity
which is not a wholly-owned subsidiary of the Corporation (i.e., fifty percent
(50%) or more of the total assets of the Corporation).
(f) Sales of the Corporation's Common Stock beneficially owned
or controlled by the Corporation shall not be considered in determining whether
a Change in Control has occurred.
(g) Executive shall be notified in writing by the Corporation
at any time that the Corporation or any member of its Board anticipates that a
Change in Control may take place.
(h) In the event that a Change in Control occurs and the
aggregate amount of any payments made to Executive hereunder, or pursuant to any
plan, program or policy of the Corporation in connection with, on account of, or
as a result of, such Change in Control constitutes "excess parachute payments"
as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), subject to the excise tax imposed by Section 4999 of the Code, or any
successor sections thereof, Executive shall receive from the Corporation, in
addition to any other amounts payable under this Agreement, a lump sum payment
equal to the amount of (i) such excise tax, and (ii) the federal and state
income taxes payable by the Executive with respect to any payments made to
Executive under this subparagraph (h). Such amount will be due and payable by
the Corporation or its successor within ten (10) days after executive delivers a
written request for reimbursement accompanied by a copy of his tax return(s)
showing the excise tax actually incurred by Executive.
16. Indemnification. In the event Executive is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by the
Corporation against Executive), by reason of the fact that he is or was
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performing services under this Agreement, then the Corporation shall indemnify
Executive against all expenses (including attorney's fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by Executive in
connection therewith to the maximum extent permitted by applicable law. The
advancement of expenses shall be mandatory. In the event that both Executive and
the Corporation are made a party to the same third-party action, complaint, suit
or proceeding, the Corporation agrees to engage competent legal representation,
and Executive agrees to use the same representation, provided that if counsel
selected by the Corporation shall have a conflict of interest that prevents such
counsel from representing Executive, Executive may engage separate counsel and
the Corporation shall pay all attorneys' fees of such separate counsel. Further,
while Executive is expected at all times to use his best efforts to faithfully
discharge his duties under this Agreement, Executive cannot be held liable to
the Corporation for errors or omissions made in good faith where Executive has
not exhibited gross, willful and wanton negligence and misconduct or performed
criminal and fraudulent acts which materially damage the business of the
Corporation.
17. Effect of Waiver. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.
18. Notices. Any notice permitted, required, or given hereunder shall
be in writing and shall be personally delivered; or delivered by any prepaid
overnight courier delivery service then in general use; or mailed, registered or
certified mail, return receipt requested, to the addresses designated herein or
at such other address as may be designated by notice given hereunder:
If to: Xxxxxx X. Xxxx, Xx.
P. O. Box 1371
Xxxxxxxxxx, XX 00000
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With a copy to: J. Xxxxxxx Xxxxxxxxx, Esq.
Xxxxxx & Xxxxx LLP
00 X. Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000-0000
If to: American Marine Recreation, Inc.
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
With a copy to: XxXxxxxxxx & Xxxxx, X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Delivery shall be deemed made when actually delivered, or if mailed,
three days after delivery to a United States Post Office.
19. Assignment. Executive shall not be entitled to assign his rights,
duties or obligations under this Agreement.
20. Amendments. The terms and provisions of this Agreement may be amended
or modified only by a written instrument executed by the party to be charged by
such amendment or modification.
21. Governing Law. The terms and provisions herein contained and all the
disputes or claims relating to this Agreement shall be governed by, interpreted
and construed in accordance with the internal laws of the State of Florida,
without reference to its conflict of laws principles.
22. Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
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23. Merger and Severability. This Agreement shall constitute the entire
Agreement between the Corporation and Executive with respect to the subject
matter hereof. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.
24. Counterparts; Facsimile. This Agreement may be executed by
facsimile and in two (2) or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
instrument.
25. Definitions
A. "Accrued Benefits" means an amount equal to the sum of (a)
the portion of the Base Salary payable through and including the Termination
date which has not yet been paid, (b) all compensation previously deferred by
the Executive (together with any accrued interest and earnings thereon) which
has not yet been paid, and (c) any accrued but unpaid expense reimbursements and
vacation pay.
B. Good Cause. "Good Cause," shall mean any one or more of the
following: (1) Executive's willful, material and irreparable breach of this
Agreement; (2) Executive's gross negligence in the performance or intentional
nonperformance (continuing for ten (10) days after receipt of written notice of
need to cure) of any of Executive's material duties and responsibilities
hereunder; (3) Executive's willful dishonesty, fraud or misconduct with respect
to the business or affairs of the Corporation which materially and adversely
affects the operations or reputation of the Corporation; (4) Executive's
conviction of a felony crime; or (5) confirmed positive illegal drug test
result.
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C. "Good Reason" for the Executive's termination of his
Employment means: (a) any violation hereof in any material respect by the
Company; (b) without approval of 5/7 of the Board either (1) a failure of the
Company to continue in effect any Compensation Plan in which the Executive was
participating, or (2) the taking of any action by the Company which would
adversely affect the Executive's participation in or materially reduce the
Executive's benefits under, any such Compensation Plan; or (c) the assignment to
the Executive of duties inconsistent in any material respect with the
Executive's then current positions (including status, offices, titles and
reporting requirements), authority, duties or responsibilities or any other
action by the Company which results in a material diminution in those positions,
authority, duties or responsibilities.
D. "Required Board Majority" means at any time a majority of
the members of the entire Board then in office which shall include at least a
majority of the Outside Directors then in office.
E. "Severance Payment" means at any time an amount equal to
three (3) times the Executive's Average Annual Compensation during the term of
this Agreement.
F. "Termination Payment" means at any time an amount equal to
one and one-half (1.5) times the Executive's Average Annual Compensation during
the term of this Agreement.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures
the day and year first above written.
AMERICAN MARINE RECREATION, INC.
By: _______________________________________
Name:
Title:
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XXXXXX X. XXXX, XX.
ORL95 90225.3 - SMD
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