1
Exhibit 10.59
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of July 17, 2000, by
and between Group 1 Software, Inc. (f/k/a COMNET Corporation), a Delaware
corporation ("Group 1"), and XXXXXX X. XXXXX ("Xxxxx").
As a result of the September 24, 1998 merger of Group 1 Software, Inc.
into COMNET Corporation (and the renaming of COMNET as Group 1 Software, Inc.),
Xxxxx and Group 1 are subject to the Amended and Restated Employment Agreement,
dated as of January 28, 1992 between Xxxxx and Group 1's former subsidiary (as
heretofore amended, the "Agreement"). Group 1 and Xxxxx desire to amend further
the Agreement, and to accomplish such amendment by restating the Agreement in
its entirety.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto intending to be
legally bound agree that the Agreement is hereby amended and restated in its
entirety as follows:
1. Definitions. For purposes of this Agreement, the following terms
shall be defined as set forth in this Section 1.
(a) "Net Operating Income" shall mean, with respect to any
Fiscal Year, the consolidated net income of Group 1 and its Affiliates for such
Fiscal Year (including, without limitation, gains or losses resulting from any
Sale) to the extent (but only to the extent) attributable to the Existing
Businesses, determined in accordance with generally accepted accounting
principles, consistently applied, as set forth on the annual financial
statements certified by Group 1's independent certified public accountants,
adjusted, however, to delete the following items to the extent they were taken
into account in determining such consolidated net income:
(1) any extraordinary items;
(2) any provision for taxes;
(3) any bonus payable to Xxxxx as determined in Section
5 hereof;
2
(4) any interest income from Group 1's and Group 1's
Affiliates' cash investments relating to the Existing Businesses
(including interest from loans, bank accounts, certificates of
deposit, commercial paper and similar items), to the extent that
such interest income exceeds interest expense of Group 1 and its
Affiliates arising from borrowing or financing activities relating
to the Existing Businesses; and
(5) any charge to income arising from the grant or
exercise of stock options, stock appreciation rights or any other
form of compensatory stock rights.
(b) "Cause" shall mean for purposes of Section 10 hereof either
(i) Xxxxx'x conviction of either a felony involving moral turpitude or any crime
in connection with his employment by Group 1 which causes Group 1 or any
Affiliate a substantial detriment; or (ii) actions by Xxxxx as an executive
officer of Group 1 or any Affiliate which clearly are contrary to the best
interests of Group 1 or any Affiliate; or (iii) Xxxxx'x refusal to submit to a
medical examination if directed to do so by the Board to determine if Xxxxx is
disabled pursuant to subsection 1(c) hereof; or (iv) Xxxxx'x willful failure to
take actions permitted by law and necessary to implement policies of the Board
which the Board has communicated to him in writing, provided that minutes of a
Board meeting attended in its entirety by Xxxxx shall be deemed communicated to
Xxxxx; or (v) Xxxxx'x continued failure to attend to his duties as an executive
officer of Group 1 as set forth in this Agreement; or (vi) any condition which
either results from Xxxxx'x habitual drunkenness or addiction to narcotics, or
results from any intentionally self-inflicted injury.
(c) "Disability" shall mean any disability which continuously
disables and wholly prevents Xxxxx from performing his duties under this
Agreement and which is expected to be of a permanent duration. The determination
of whether Xxxxx is disabled shall be made by two duly licensed physicians, one
chosen by the Board and one chosen by Xxxxx. In the event the two physicians are
unable to agree with respect to whether Xxxxx is disabled, the determination of
whether Xxxxx is disabled shall be made by a third duly licensed physician
chosen by the two physicians.
-2-
3
(d) "Fiscal Year" shall mean Group 1's annual accounting
period, which is the twelve (12) month period ending each March 31.
(e) "Board" shall mean the Board of Directors of Group 1.
(f) "Affiliate" shall mean any corporation which is
consolidated with Group 1 in Group 1's annual audited financial statements
reviewed by Group 1's independent certified public accountants in accordance
with generally accepted accounting principles applied on a basis consistent with
prior periods.
(g) "Sale" shall mean the sale or other disposition of any of
the Existing Businesses (whether in a single transaction or a series of
transactions), including any merger, sale of assets, tender or exchange offer or
sale of the outstanding voting securities of any of the Existing Businesses, but
excluding a sale of assets in the ordinary course of business.
(h) "Existing Businesses" shall mean any of Group 1's business
operations as of, or directly related to those operations as of, the date of
this Agreement. If an acquisition is consummated that is directly related to any
of the Existing Businesses, the Board shall determine, in advance of the closing
of such acquisition, whether (and if so, to what extent) the financial results
from such transaction shall be included in the calculation of Xxxxx'x bonus.
2. Term. Group 1 hereby agrees to employ Xxxxx and Xxxxx hereby
agrees to accept employment for a period up through April 1, 2004. If Xxxxx
shall terminate his employment with Group 1 prior to the end of such term, the
consequences to him shall be as described in Section 10 hereof.
3. Title and Duties. Xxxxx'x title shall be Chief Executive Officer
or such other title evidencing a senior executive position as the Board shall
determine, and his duties shall be commensurate with such position. Subject to
the direction of the Board or any duly authorized committee thereof, Xxxxx shall
exercise all of the authority that his title and office confers, and otherwise
vested in him by the Board which shall be commensurate with his title and
office, and, in general, so long as Xxxxx continues as Chief Executive Officer
of any of the Existing Businesses, he shall (subject to the direction of the
Board or the Board of Directors of such
-3-
4
Existing Business, or any duly authorized committee thereof) direct and manage
all of the operations, employees, financial and business affairs of such
Existing Businesses and such other business operations and subsidiaries as Xxxxx
and the Board may agree.
4. Compensation. Subject to Section 10 hereof, Xxxxx shall be paid by
Group 1 compensation for the services rendered by him as set forth below:
(a) For the period July 17, 2000 through March 31, 2001, Xxxxx
shall be entitled to a total base salary of Three Hundred Eighty-Seven Thousand,
Three Hundred Seventy-Three Dollars ($387,373) per annum. Effective April 1,
2001, Xxxxx'x total base salary shall be Four Hundred Thousand Dollars
($400,000) per annum, adjusted each April 1 thereafter by the greater of changes
in the area cost of living or the average salary percentage increase for Company
employees as part of the annual budget presented to the Board. Base salary shall
be payable in equal installments on the last day of each month or in accordance
with Group 1's general salary payment procedures for its executives.
(b) As to Xxxxx'x base salary adjustment, for purposes hereof,
the Consumer Price Index shall mean the Consumer Price index (All Urban
Consumers - 1967 = 100) for the Washington Metropolitan Area, published by the
United States Department of Labor, Bureau of Labor Statistics. If the Consumer
Price Index shall be discontinued, there shall be substituted therefor the most
nearly comparable index published by any governmental agency, or if no such
index shall be available, then a comparable index published by a bank or other
financial institution or by a universally recognized financial publication.
(c) In addition to the amounts described in subsection (a) of
this Section 4, Xxxxx shall be paid such other amounts in addition to his base
salary as the Board may, in its discretion, determine from time to time,
provided that any such additional payments shall not be considered to be "base
salary" for purposes of subsection (a) above, unless designated as such by the
Board in a written document delivered to Xxxxx.
5. Bonuses.
(a) If Xxxxx is employed by Group 1 on the last day of any
Fiscal Year (or as otherwise provided in Section 10
-4-
5
below) then, in addition to any payments made to Xxxxx by Group 1, Xxxxx shall
be entitled to receive, following the close of such Fiscal Year, the following
cash bonus payments for services in such Fiscal Year:
(i) For the Fiscal Year ending March 31, 2001, an amount
equal to the applicable percentages set forth in the table below of Net
Operating Income for such Fiscal Year;
Net Operating Income Bonus Percent
---------------------------------- -------------------------
First $1,000,000 7-1/2%
Amounts above $1,000,000 10%
provided that such bonus shall not exceed Eight Hundred Thousand Dollars
($800,000).
(ii) For the Fiscal Years ending March 31, 2002, 2003 and
2004, an amount determined by multiplying the amount that Group 1's consolidated
net earnings for that Year exceed the consolidated net earnings for the
immediately preceding Year ("Earnings Growth") as follows: seven percent (7%) of
the Company's Earnings Growth from Zero Dollars ($0) up through Five Hundred
Thousand Dollars ($500,000), plus ten percent (10%) of that Year's Earnings
Growth from Five Hundred Thousand Dollars ($500,000) up through One Million
Dollars ($1,000,000), plus fourteen percent (14%) of that Year's Earnings Growth
from One Million Dollars ($1,000,000) up through One Million, Five Hundred
Thousand Dollars ($1,500,000) plus seventeen percent (17%) of that Year's
Earnings Growth above One Million Five Hundred Thousand Dollars ($1,500,000).
However, for the Fiscal Years ending March 31, 2002, 2003 and 2004, the
corresponding bonuses shall not exceed Five Hundred Thousand Dollars ($500,000).
Notwithstanding the foregoing, the Board may, in its sole discretion pay Xxxxx
additional bonus, in a Fiscal Year, if specific circumstances warrant such
payment.
(b) Upon the complete divestiture of any subsidiary of Group 1,
Xxxxx shall have no further right to any bonus based on the Net Operating Income
of such divested subsidiary (other than Net Operating Income attributable to the
divestiture), and his obligations to perform duties with respect to such
subsidiary shall also cease upon the consummation of the divestiture, subject to
any agreements that the Board of Directors or authorized representatives of such
subsidiary may have in place or may reach as to Xxxxx'x responsibilities and
compensation for such divested subsidiary.
-5-
6
(c) The amount of any bonus for any Fiscal Year determined
under Section 5(a) shall be paid in cash to Xxxxx within fifteen (15) days after
Group 1's regular independent certified public accountants render their reports
on Group 1's annual audited financial statements for such Fiscal Year.
6. Stock Options. At execution of this restated agreement, Xxxxx
shall be granted options to purchase up to Two Hundred Fifty Thousand (250,000)
shares of common stock of Group 1. These options shall be granted under the
Group 1 1995 Incentive Stock Option, Non-Qualified Stock Option and Stock
Appreciation Unit Plan (the "Plan"). A material inducement for entry into this
restated agreement is the grant by the Company of the aforesaid options to
purchase Two Hundred and Fifty Thousand (250,000) shares of Group 1 common
stock. If the aforesaid options are cancelled by Group 1 without Xxxxx'x
agreement, the terms and conditions of the January 28, 1992 Agreement, as
amended prior to July 17, 2000, shall govern, effective on and after the date of
cancellation.
7. Fringe Benefits. In addition to all other remuneration provided by
this Agreement, during the term of this Agreement, Xxxxx shall be entitled, but
not limited, to the following benefits (or, in the case of benefits described in
subsections 6(a), (b), (c), (d) or (e), their reasonable equivalent) at Group
1's expense:
(a) Life insurance on the life of Xxxxx pursuant to the
outstanding policy issued by Executive Life Insurance Company in the amount of
$2,000,000 to the Xxxxxx X. Xxxxx Insurance Trust, as policy-holder, or pursuant
to comparable coverage with an equivalent carrier, which coverage shall be
selected by Xxxxx and reasonably acceptable to the Board as to the carrier and
the terms of the policy (including, without limitation, premiums).
(b) Accidental death and dismemberment insurance, in addition
to the insurance provided under subsection (a) above, in an amount not less than
Xxxxx'x base salary as the same shall be adjusted from time to time as provided
herein and payable to Xxxxx or a beneficiary or beneficiaries named by him, as
the case may be. Benefits shall be provided under essentially the same
conditions as set forth in Exhibit A attached hereto and hereby incorporated
herein.
-6-
7
(c) Short-term disability protection in an amount not less than
Xxxxx'x base salary, as the same shall be adjusted from time to time as provided
herein, for a period of fifty-two (52) weeks.
(d) Long-term disability protection in an amount equal to Two
Hundred Seventy-Five Thousand Dollars ($275,000.00) per year reduced by any
social security disability benefits received by Xxxxx with respect to the same
disability.
(e) An annual physical at a clinic or from a physician(s) of
Xxxxx'x choice.
(f) Paid vacation in an amount determined by Xxxxx in his
discretion but subject to the needs of the business and subject to a limit of
four (4) weeks per year of this Agreement.
(g) All reasonable expenses incurred by Xxxxx with regard to
the successful maintenance or enforcement of this Agreement.
(h) All other rights and benefits for which Xxxxx may be
eligible pursuant to any employee benefit plans maintained from time to time by
Group 1 for its executives or its employees.
8. Board of Directors. Subject to the provisions of Section 3 hereof,
so long as Xxxxx is serving as Chief Executive Officer of Group 1, Group 1 will
use its best efforts to cause Xxxxx to remain a member of the Board and the
Executive Committee, if any, thereof. Xxxxx shall serve without additional
compensation in such capacities. References herein to the Board shall include,
where the context requires, such Executive Committee.
9. Conditions and Places of Employment.
(a) Xxxxx'x services will be rendered in the United States or
at such other places as he and the Board deem advisable; provided, however, that
Xxxxx shall not be required to render services hereunder at any principal
location for Group 1 (in the event that Group 1's location is moved from its
present site in Lanham, Maryland) if such principal location lies in excess of
thirty-five (35) miles from Xxxxx'x then-residence, without Xxxxx'x consent.
Xxxxx shall devote such time and attention to his duties under this Agreement
both
-7-
8
within and outside normal working hours as shall be reasonably required by the
Board.
(b) While he is employed under this Agreement, Xxxxx shall not,
without the prior written consent of the Board, directly or indirectly engage
in, or accept any position as agent, employee, officer or director of, or
consult with, advise, invest in (except for investments of less than five
percent (5%) of the capital stock of a publicly-traded company) or otherwise in
any way give assistance or aid to any person, engaging in business which
competes with the business of Group 1 or any of its subsidiaries as conducted
during the term of Xxxxx'x employment hereunder. If Xxxxx'x employment is
terminated for any reason whatsoever, Xxxxx shall not (as an individual,
principal, agent, employee, consultant or otherwise), for a period of
twenty-four (24) months after such date of employment termination, directly or
indirectly within the Unites States of America (including its territories and
possessions) engage in activities relating to any of the businesses engaged in
by Group 1 or any of its subsidiaries within the twelve (12) month period
immediately preceding such date of employment termination, nor render services
to, be associated with or have an ownership interest in (except for investments
of less than five percent (5%) of the capital stock of a publicly-traded
company) any business entity which offers goods or services that are directly
competitive with those offered for Group 1 or any of its subsidiaries within
such twelve (12) month period. Notwithstanding anything contained in this
Section 8(b), if Group 1 sells or otherwise disposes of any of the Existing
businesses Xxxxx may render services to, be affiliated with or have an ownership
interest in such Existing Business.
(c) Xxxxx shall not, at any time during or following the term
of his employment hereunder, directly or indirectly furnish to any person not
entitled to receive the same for the immediate benefit of Group 1 or any of its
subsidiaries, any trade secrets or confidential information, including but not
limited to, information as to the business methods, operations and affairs of
Group 1 or any of its subsidiaries, the names, addresses or requirements of any
of its customers, or the prices, credit and other terms extended to or by Group
1 or any of its subsidiaries.
(d) The provisions of subsections (b) and (c) of this Section 8
shall survive the termination of this Agreement. This provision shall not be
construed to limit the survival of any
-8-
9
other provisions that also survive the termination of this Agreement by the
express or implied terms of such provisions. Xxxxx acknowledges that breach of
any provision in such subsections (b) and (c) would cause grave and irreparable
injury to Group 1 that would not be compensable in money damages, and therefore,
in addition to Group 1's other express and implied remedies, Group 1 shall be
entitled to injunctive and other equitable relief to prevent any actual or
intended injuries that may result from such breach without any need to
demonstrate that Group 1 has no adequate damages at law. However, nothing in
this subsection (d) shall limit any other right or remedy to which Group 1 may
be entitled.
10. Expenses, Etc. All expenses reasonably incurred by Xxxxx in
connection with the performance of his duties hereunder, including expenses for
travel, entertainment and other business activities, shall be paid by Group 1 or
reimbursed to Xxxxx as the case may be. Group 1 shall provide, for Xxxxx'x
business or personal use, an luxury automobile reasonably selected by Xxxxx and
shall provide for all operation and maintenance expenses in connection
therewith, including adequate insurance with respect, thereto.
11. Termination of Xxxxx'x Employment During the Term of this
Agreement.
(a) In the event that Xxxxx'x employment by Group 1 is
terminated during the term of this Agreement because of Xxxxx'x Disability, the
consequences shall be as follows: (i) Xxxxx shall be entitled to receive his
base salary described in Section 4 hereof equitably pro-rated through the date
of Xxxxx'x termination of employment; (ii) all amounts of bonus which have not
been paid to Xxxxx, including a bonus for the Fiscal year of his termination of
employment equitably pro-rated through the day of termination, shall be paid to
Xxxxx at the time set forth in Section 5 hereof; and (iii) fringe benefit
coverage granted to Xxxxx pursuant to Section 6 hereof, other than those set
forth in Section 6(e) and (f), shall continue to be provided during the term of
this Agreement.
(b) In the event that Xxxxx'x employment by Group 1 is
terminated during the term of this Agreement because of Xxxxx'x death, the
consequences shall be as follows: (i) Xxxxx'x base salary described in Section 4
hereof equitably pro-rated through the date of Xxxxx'x death shall be paid to
Xxxxx'x executor or other person representative or as Xxxxx shall otherwise have
directed in writing; (ii) all amounts of bonus
-9-
10
which have not been paid to Xxxxx, including a bonus for the Fiscal Year of his
death equitably pro-rated through the day of such termination, shall be paid at
the time set forth in Section 5 hereof to Xxxxx'x executor or other personal
representative or as Xxxxx shall otherwise direct in writing; and (iii) fringe
benefit coverage granted to Xxxxx pursuant to Section 6 hereof, other than those
set forth in Section 6(g), shall cease, except for benefits payable due to such
death, and except for those benefit coverages which would survive for the
spouse, dependents or beneficiaries of Group 1's executives in general.
(c) In the event that Xxxxx terminates his employment with
Group 1 during the term of this Agreement for some reason other than death or
Disability, or in the event that Xxxxx is discharged by Group 1 for Cause (as
such term is defined in subsection 1(b) hereof), the consequences shall be as
follows: (i) Xxxxx shall be entitled to receive his base salary described in
Section 4 hereof equitably pro-rated through the date of Xxxxx'x termination of
employment; (ii) all amounts of bonus which have not been paid to Xxxxx shall be
paid to Xxxxx at the time set forth in Section 5 hereof; provided that he shall
not be entitled to a bonus for the Fiscal Year which includes the date of his
termination of employment; (iii) Xxxxx shall be afforded the maximum length of
time permissible under Group 1's stock option plans to exercise stock options
granted to him thereunder; and (iv) fringe benefit coverage granted to Xxxxx
pursuant to Section 6 hereof shall cease.
(d) If Xxxxx'x employment by Group 1 is terminated during the
term of this Agreement by Group 1 without Cause, the consequences shall be as
follows: (i) Xxxxx shall be entitled to receive, during the remaining term of
this Agreement, his base salary, as adjusted, as described in Section 4 hereof
and payable as set forth in such Section 4, (ii) all amounts of bonus shall be
paid to Xxxxx, for the remainder of the term of this Agreement, in such amounts
and at such times as if Xxxxx'x employment with Group 1 had not been terminated
but had continued for the outstanding balance of this Agreement; (iii) all stock
options granted to Xxxxx which have not yet vested shall continue to vest as if
Xxxxx'x employment with Group 1 had not been terminated but had been continued
for the outstanding balance of the term of this Agreement, and Xxxxx shall be
afforded the maximum length of time permissible under Group 1's stock option
plans to exercise stock options granted to him thereunder (disregarding any
provisions that such options expire on termination); provided, however, that if
such vesting after termination is prohibited by a governmental or regulatory
-10-
11
authority, Group 1 shall at such time as such stock options would have vested,
pay Xxxxx the difference between the average reported price for the stock over
the immediately preceding twenty (20) days and the exercise price of such
options at such date; and (iv) fringe benefits granted to Xxxxx pursuant to
Section 6 hereof shall continue to be provided for the balance of the term of
this Agreement as if Xxxxx'x employment had not been terminated, including, but
not limited to, the insurance policy issued to the Xxxxxx X. Xxxxx Insurance
Trust, as policy-holder, pursuant to Section 6(a) hereof, the annual premiums
for which policy shall be paid by Group 1.
(e) Upon any termination of Xxxxx'x employment hereunder,
unless otherwise specifically provided herein, all options held by Xxxxx to
purchase Group 1's stock shall be treated as provided in the instruments or
agreements governing such options. Such treatment shall include any provision
for acceleration of vesting upon retirement.
12. Notice. All notices, demands or other communications under this
Agreement shall be effective if in writing and either given personally to the
other party or sent pre-paid certified or registered mail, with return-receipt
requested, addressed to the other party at the address set forth below or at
such other address as may have been furnished by such other party in writing.
Any notice sent by mail pursuant to the preceding sentence shall be deemed to
have been received no later than seven (7) days after mailing. Notices to Xxxxx
by mail shall be sent to Xxxxx'x address as shown on the records of Group 1.
Notices to Group 1 may be delivered by hand to the Chief Financial Officer of
Group 1 or by mail by sending the same to Group 1's headquarters, Attention:
Chief Financial Officer.
13. Effectiveness; Binding Effect. This Agreement shall be effective
upon the execution and delivery hereof. This Agreement shall be binding on the
parties hereto and their respective heirs, successors and assigns.
14. Governing Law; Severability. This Agreement and the relationships
of the parties in connection with the subject matter of this Agreement shall be
governed by and determined in accordance with the laws of the State of Maryland.
The parties acknowledge that the terms of this Agreement are fair and reasonable
at the date signed by them. However, in light of the possibility of a change of
conditions or differing interpretations by a court of what is fair and
reasonable, the parties stipulate as follows: if any one or more of the terms,
-11-
12
provisions, covenants or restrictions of this Agreement shall be determined by a
tribunal of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated; further, if any one or more of the terms, provisions, covenants,
and restrictions contained in this Agreement shall for any reason be determined
by a court of competent jurisdiction to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed, by limiting or
reducing it, so as to be enforceable to the maximum extent compatible with
then-applicable law.
15. Arbitration. Any disputes between the parties with respect to the
meaning or interpretation of this Agreement or the amounts of any payments
hereunder which cannot be settled amicably by the parties hereto, shall be
settled by arbitration in the State of Maryland or another location mutually
acceptable to the parties in accordance with the rules of arbitration of the
American Arbitration Association.
16. Gender; Number. The use of the feminine, masculine or neuter
pronoun herein shall not be restrictive as to gender and shall be interpreted in
all cases as the context may require. The use of the singular or plural herein
shall not be restrictive as to number and shall be interpreted in all cases as
the context may require.
17. Execution in Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document. Counterparts may be
executed on the same date (or different dates) in different locations and
telephonic confirmation by all individual signators shall be deemed proper,
complete and binding execution of this Agreement (on the date that Xxxxx and at
least one (1) signator for Group 1 has signed) such that this Agreement shall
thereafter be in full force and effect.
18. Entire Agreement; Amendment. This Agreement sets forth the entire
understanding and agreement of the parties hereto concerning the subject matter
hereto, including the understandings previously set out in the Fee Agreement
dated as of January 25, 1992 between Xxxxx and Group 1. No representation,
promise, inducement or statement of intention has been made by or on behalf of
any party hereto concerning the subject matter hereof which is not set forth in
this Agreement.
-12-
13
None of the provisions of this Agreement may be amended, waived, otherwise
modified or terminated, except by a writing which is signed by both Xxxxx and
Group 1 and which is specifically authorized or ratified by the Board.
19. No Assignment Without Consent of Group 1. Except as set forth
herein or either by operation of law upon Xxxxx'x death or pursuant to Xxxxx'x
will upon his death, no rights of any kind under this Agreement shall, without
the specific authorization of the Board, be transferable or assignable by Xxxxx
or any other person, or be subject to alienation, encumbrance, garnishment,
attachment, execution or levy of any kind, voluntary or involuntary.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amended and Restated Employment Agreement as of the date first above written.
GROUP 1 SOFTWARE, INC.
By:
--------------------------------
Name:
Title:
-----------------------------------
Xxxxxx X. Xxxxx
-13-
14
EXHIBIT A
ACCIDENTAL DEATH AND
DISMEMBERMENT
INSURANCE
This benefit is in addition to the Basic Life Insurance. It will be paid, if
while insured, you suffer any of the losses described below solely as the result
of accidental injury. The loss must occur within one hundred eighty (180) days
of the injury. Accidental injury is one that occurs solely through external,
violent and accidental means. No more than your amount of insurance will be paid
for all losses incurred during your lifetime.
An amount equal to your Basic Life Insurance will be paid for the accidental
loss of life, two limbs, sight of two eyes.
An amount equal to one-half your Basic Life Insurance will be paid for the
accidental loss of one limb or sight of one eye.
Loss of sight means total and irrecoverable loss of sight. Loss of limb means
loss of hand or foot by severance, at or above the wrist or ankle.
No loss if covered as an accidental death or dismemberment if it results
directly or indirectly from:
a. Suicide, while sane or insane;
b. a state of war, any act of war, an insurrection, or participating in a
riot;
c. bodily or mental infirmity or disease;
d. ptomaine or bacterial infection except only septic infection of and
through a visible wound accidentally sustained.
-14-
