1
Exhibit 10.1
DEFERRED COMPENSATION AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and Xxxxxxx
X. Xxxxxxxxx (Executive) hereby agree as follows:
1. EMPLOYMENT. Company will employ Executive as Senior Vice President or in
such other positions as may be determined from time to time by the Board of
Directors of Company and at such rate of compensation as may be so determined.
Executive will devote his full energy, skill and best efforts to the affairs of
Company on a full-time basis. It is contemplated that such employment will
continue until November 11, 2007 (Executive's Retirement Date), but
nevertheless either Company or Executive may terminate Executive's employment
at any time and for any reason upon sixty (60) days written notice to the other.
2. RETIREMENT. In the event Executive's employment continues until his
Retirement Date it shall thereupon terminate and, commencing with the first
month after Executive actually retires, Company will pay executive $8,333.00
monthly for two hundred for (240) months.
3. TERMINATION OF EMPLOYMENT. A. If Executive terminates his employment with
Company, or if Company terminates Executive's employment for "Cause" as defined
in subsection C. below, prior to Executive's Retirement Date, Company will pay
Executive monthly, commencing with the first month after Executive's Retirement
Date and continuing for two hundred forty (240) months, an amount calculated by
multiplying the monthly amount payable at retirement specified in Section 2
above by a fraction the numerator of which is the sum of the number of full
years between the date of this Agreement and the date of termination of
employment, and the denominator of which is the number four (4); provided
however, in no event shall the amount paid per month exceed the amount payable
under Section 2 of this Agreement. In the sole discretion of the Board of
Directors of Company, periods of time during which Executive may be disabled may
be treated as time of employment for purposes of this computation.
B. If Company terminates Executive's employment for any reason other
than "Cause" as defined in subsection C. below, prior to Executive's Retirement
Date, Company will pay Executive monthly, commencing with the first month after
Executive's Retirement Date and continuing for two hundred forty (240) months,
an amount calculated by multiplying the monthly amount payable at retirement
specified in Section 2 by a fraction the numerator of which is the sum of the
number of full years between the date of this Agreement and the date of
termination of employment plus one, and the denominator of which is the number
four (4); provided however, in no event shall the amount paid per month exceed
the amount payable under Section 2 of this Agreement. In the sole discretion of
the Board of Directors of Company, periods of time during which Executive may be
disabled may be treated as time of employment for purposes of this computation.
2
C. For purposes of this Agreement, termination for "Cause" is defined
to mean gross or willful misconduct on the part of Executive in the performance
of his duties as an employee of Company as determined by the Board of Directors
of Company.
4. DEATH. If Executive dies before his Retirement Date and before termination of
his employment with Company, Company shall pay Executive's named beneficiary
(designated in Section 6 of this Agreement and hereinafter referred to as
Beneficiary) a monthly amount of $8,333.00 commencing with the first month
following death and continuing for one hundred twenty (120) months thereafter.
In the case of death of Executive after termination of employment with Company,
but before his Retirement Date, the Company shall pay to Beneficiary the lesser
of a) a monthly amount determined by multiplying $8,333.00 by the applicable
fraction from either subsections 3.A. or 3.B. of this Agreement, or b)
8,333.00, commencing with the first month following death and continuing for
one hundred and twenty (120) months thereafter. If Executive dies within two
hundred forty (240) months following his Retirement Date and while receiving
payments hereunder, Company shall pay Beneficiary the payments which would have
been made to Executive had he lived for the balance of said two hundred forty
(240) month period. If Executive shall die by suicide prior to January 1, 1987,
whether sane or insane, no payments shall be made by the Company. If the
Executive shall die by suicide after December 31, 1986, the Company shall make
such payments as would be required by this Agreement had Executive died at that
time other than by suicide.
5. SMALL AMOUNTS. In the event the amount of any monthly payments provided
herein shall be less than Twenty ($20) Dollars, the Company in its sole
discretion may in lieu thereof pay the commuted value of such payments
(calculated on the basis of the interest rate and mortality assumptions being
used by The Northwestern Mutual Life Insurance Company of Milwaukee, Wisconsin,
to calculate immediate annuity rates on the date of this Agreement) to the
person entitled to such payments.
6. BENEFICIARY. The Beneficiary (or Beneficiaries) of any payments to be made
after Executive's death, shall be as designated by Executive and shown on
attached Exhibit A or such other person or persons as Executive shall designate
in writing to Company. If no effective designation of Beneficiaries has been
made by Executive, any such payments shall be made to Executive's estate.
7. RESTRICTIONS. Executive shall not at any time, either directly or indirectly,
accept employment with, render service, assistance or advice to, or allow his
name to be used by any competitor of the Company unless approved by the Board of
Directors of the Company. Determination by the Board of Directors of the Company
that Executive has engaged in any such activity shall be binding and conclusive
on all parties, and in addition to all other rights and remedies which Company
shall have, neither Executive nor Beneficiary shall be entitled to any payments
hereunder.
8. INSURANCE. If Company shall elect to purchase a life insurance contract to
provide Company with funds to make payments hereunder, Company shall at all
times be the sole and complete Owner and beneficiary of such contract, and shall
have the unrestricted right to use all amounts and exercise all options and
privileges thereunder without knowledge or consent of Executive or beneficiary
or any other
3
person, it being expressly agreed that neither Executive nor Beneficiary nor any
other person shall have any right, title or interest whatsoever in or to any
such contract.
9. SOURCE OF PAYMENTS. Executive, Beneficiary and any other person or persons
having or claiming a right to payments hereunder or to any interest in this
Agreement shall rely solely on the unsecured promise of Company set forth
herein, and nothing in this Agreement shall be construed to give Executive,
Beneficiary or any other person or persons any right, title, interest or claim
in or to any specific asset, fund, reserve, account or property of any kind
whatsoever owned by Company or in which it may have any right, title or interest
now or in the future, but Executive shall have the right to enforce his claim
against Company in the same manner as any unsecured creditor.
10. AMENDMENT. This Agreement may be amended at any time or from time to time by
written agreement of the parties.
11. ASSIGNMENT. Neither Executive, nor Beneficiary, nor any other person
entitled to payments hereunder shall have power to transfer, assign, anticipate,
mortgage or otherwise encumber in advance any of such payments, nor shall such
payments be subject to seizure for the payment of public or private debts,
judgments, alimony or separate maintenance, or be transferable by operation of
law in event of bankruptcy, insolvency or otherwise.
12. BINDING EFFECT. This Agreement shall be binding upon the parties hereto,
their heirs, executors, administrators, successors and assigns. The
Company agrees it will not be a party to any merger, consolidation or
reorganization, unless and until its obligations hereunder shall be expressly
assumed by its successor or successors.
IN WITNESS WHEREOF the parties have executed this Agreement effective the
29th day of December, 1985.
(Executive) (Company)
THE WACKENHUT CORPORATION
/s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------- -------------------------
Xxxxxxx X. Xxxxxxxxx President
Attest: /s/ X. X. Xxxxx
----------------------
(CORPORATE SEAL)
4
DEFERRED COMPENSATION AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and Xxxx X.
Xxxxxxxxx (Executive) hereby agree as follows:
1. EMPLOYMENT. Company will employ Executive as Senior Vice President or in such
other positions as may be determined from time to time by the Board of Directors
of Company and at such rate of compensation as may be so determined. Executive
will devote his full energy, skill and best efforts to the affairs of Company on
a full-time basis. It is contemplated that such employment will continue until
April 22, 2007, (Executive's Retirement Date), but nevertheless either Company
or Executive may terminate Executive's employment at any time and for any reason
upon sixty (60) days written notice to the other.
2. RETIREMENT. In the event Executive's employment continues until his
Retirement Date it shall thereupon terminate and, commencing with the first
month after Executive actually retires, Company will pay Executive $8,333.00
monthly for two hundred forty (240) months. See Section 10 of this Agreement
concerning the right of Company to decrease the monthly amounts herein provided.
3. TERMINATION OF EMPLOYMENT. A. If Executive terminates his employment with
Company, or if Company terminates Executive's employment for "Cause" as defined
in subsection C. below, prior to Executive's Retirement Date, Company will pay
Executive monthly, commencing with the first month after Executive's Retirement
Date and continuing for two hundred forty (240) months, an amount calculated by
multiplying the monthly amount payable at retirement specified in Section 2
above by a fraction the numerator of which is the sum of the number of full
years between the date of this Agreement and the date of termination of
employment, and the denominator of which is the number four (4); provided
however, in no event shall the amount paid per month exceed the amount payable
under Section 2 of this Agreement. In the sole discretion of the Board of
Directors of Company, periods of time during which Executive may be disabled may
be treated as time of employment for purposes of this computation.
B. If Company terminates Executive's employment for any reason other
than "Cause" as defined in subsection C. below, prior to Executive's Retirement
Date, Company will pay Executive monthly, commencing with the first month after
Executive's Retirement Date and continuing for two-hundred forty (240) months,
an amount calculated by multiplying the monthly amount payable at retirement
specified in Section 2 by a fraction the numerator of which is the sum of the
number of full years between the date of this Agreement and the date of
termination of employment plus one, and the denominator of which is the number
four (4); provided however, in no event shall the amount paid per month exceed
the amount payable under Section 2 of this Agreement. In the sole discretion of
the Board of Directors of Company, periods of time during which Executive may be
disabled may be treated as time of employment for purposes of this computation.
5
C. For purposes of this Agreement, termination for "Cause" is defined to
mean gross or willful misconduct on the part of Executive in the performance of
his duties as an employee of Company as determined by the Board of Directors of
Company.
4. DEATH. If Executive dies before his Retirement Date and before termination of
his employment with Company, Company shall pay Executive's named beneficiary
(designated in Section 6 of this Agreement and hereinafter referred to as
Beneficiary) a monthly amount of $8,333.00 commencing with the first month
following death and continuing for one hundred twenty (120) months thereafter.
In the case of death of Executive after termination of employment with Company,
but before his Retirement Date, the Company shall pay to Beneficiary the lesser
of a) a monthly amount determined by multiplying $8,333.00 by the applicable
fraction from either subsections 3.A. or 3.B. of this Agreement, or b) 8,333.00,
commencing with the first month following death and continuing for one hundred
and twenty (120) months thereafter. If Executive dies within two hundred forty
(240) months following his Retirement Date and while receiving payments
hereunder, Company shall pay Beneficiary the payments which would have been
made to Executive had he lived for the balance of said two hundred forty (240)
month period. If Executive shall die by suicide prior to July 1, 1987,
whether sane or insane, no payments shall be made by the Company. If the
Executive shall die by suicide after June 30, 1987, the Company shall make
such payments as would be required by this Agreement had Executive died at that
time other than by suicide. See Section 10 of this Agreement concerning the
right of Company to decrease the monthly amounts herein provided.
5. SMALL AMOUNTS. In the event the amount of any monthly payments provided
herein shall be less than Twenty ($20) Dollars, the Company in its sole
discretion may in lieu thereof pay the commuted value of such payments
(calculated on the basis of the interest rate and mortality assumptions being
used by The Northwestern Mutual Life Insurance Company of Milwaukee, Wisconsin,
to calculate immediate annuity rates on the date of this Agreement) to the
person entitled to such payments.
6. BENEFICIARY. The Beneficiary (or Beneficiaries) of any payments to be made
after Executive's death, shall be as designated by Executive and shown on
attached Exhibit A or such other person or persons as Executive shall designate
in writing to Company. If no effective designation of Beneficiaries has been
made by Executive, any such payments shall be made to Executive's estate.
7. RESTRICTIONS. Executive shall not at any time, either directly or indirectly,
accept employment with, render service, assistance or advice to, or allow his
name to be used by any competitor of the Company unless approved by the Board of
Directors of the Company. Determination by the Board of Directors of the Company
that Executive has engaged in any such activity shall be binding and conclusive
on all parties, and in addition to all other rights and remedies which Company
shall have, neither Executive nor Beneficiary shall be entitled to any payments
hereunder.
6
IN WITNESS WHEREOF the parties have executed this Agreement effective
the 29th day of December, 1985.
(Executive) (Company)
THE WACKENHUT CORPORATION
/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------ -------------------------------
Xxxx X. Xxxxxxxxx President
Attest: /s/ X.X. Xxxxx
--------------------------
(CORPORATE SEAL)
7
DEFERRED COMPENSATION AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and
Xxxxxxxx Xxxxxxxxx (Executive) hereby agree as follows:
1. EMPLOYMENT. Company will employ Executive as Senior Vice President
or in such other positions as may be determined from to time by the
Board of Directors of Company and at such rate of compensation as may be
so determined. Executive will devote his full energy, skill and best
efforts to the affairs of Company on a full-time basis. It is
contemplated that such employment will continue until September 30, 2003,
(Executive's Retirement Date), but nevertheless either Company or
Executive may terminate Executive's employment at any time and for any
reason upon sixty (60) days written notice to the other.
2. RETIREMENT. In the event Executive's employment continues until
his Retirement Date it shall thereupon terminate and, commencing with
the first month after Executive actually retires, Company will pay
Executive $4,166.00 monthly for two hundred forty (240) months.
3. TERMINATION OF EMPLOYMENT. A. If Executive terminates his employment with
Company, or if Company terminates Executive's employment prior to Executive's
Retirement Date but after March 30, 1994 Company will pay Executive monthly,
commencing with the first month after Executive's Retirement Date and continuing
for two hundred forty (240) months, an amount calculated by multiplying the
monthly amount payable at retirement specified in Section 2 above by a fraction
the numerator of which is the sum of the number of full years between the date
of this Agreement and the date of termination of employment, and the denominator
of which is the number ten (10); provided however, in no event shall the amount
paid per month exceed the amount payable under Section 2 of this Agreement. In
the sole discretion of the Board of Directors of Company, periods of time during
which Executive may be disabled may be treated as time of employment for
purposes of this computation.
B. If Executive terminates his employment with Company prior to
March 30, 1994, or if Company terminates Executive's employment for any
reason prior to March 30, 1994, Executive shall receive no payments
whatsoever under this Agreement.
4. DEATH. If Executive dies before his Retirement Date and before termination
of his employment with Company, Company shall pay Executive's named beneficiary
(designated as provided in Section 6 of this Agreement and hereinafter referred
to as Beneficiary) a monthly amount of $4,166.00 commencing with the first month
following death and continuing for one hundred twenty (120) months thereafter.
In the case of death of
1
8
Executive after termination of employment with Company, but before his
Retirement Date, the Company shall pay to Beneficiary the lesser of a) a monthly
amount determined by multiplying $4,166.00 by the fraction determined from
subsection 3.A. of this Agreement, or b) $4,166.00, commencing with the first
month following death and continuing for one hundred and twenty (120) months
thereafter. If Executive dies within two hundred forty (240) months following
his Retirement Date and while receiving payments hereunder, Company shall pay
Beneficiary the payments which would have been made to Executive had he lived
for the balance of said two hundred forty (240) month period. If Executive shall
die by suicide prior to July 1, 1990, whether sane or insane, no payments shall
be made by the Company. If the Executive shall die by suicide after June 30,
1990 the Company shall make such payments as would be required by this Agreement
had Executive died at that time other than by suicide.
5. SMALL AMOUNTS. In the event the amount of any monthly payments provided
herein shall be less than Twenty ($20) Dollars, the Company in its sole
discretion may in lieu thereof pay the commuted value of such payments
(calculated on the basis of the interest rate and mortality assumptions being
used by The Northwestern Mutual Life Insurance Company of Milwaukee,
Wisconsin, to calculate immediate annuity rates on the date of this Agreement)
to the person entitled to such payments.
6. BENEFICIARY. The Beneficiary (or Beneficiaries) of any payments to be
made after Executive's death, shall be as designated by Executive and shown on
attached Exhibit A or such other person or persons as Executive shall designate
in writing to Company. If no effective designation of Beneficiaries has been
made by Executive, any such payments shall be made to Executive's estate.
7. RESTRICTIONS. Executive shall not at any time, either directly or
indirectly, accept employment with, render service, assistance or advice to,
or allow his name to be used by any competitor of the Company unless approved
by the Board of Directors of the Company. Determination by the Board of
Directors of the Company that Executive has engaged in any such activity shall
be binding and conclusive on all parties, and in addition to all other rights
and remedies which Company shall have, neither Executive nor Beneficiary shall
be entitled to any payments hereunder.
8. INSURANCE. If Company shall elect to purchase a life insurance contract to
provide Company with funds to make payments hereunder, Company shall at all
times be the sole and complete Owner and beneficiary of such contract, and
shall have the unrestricted right to use all amounts and exercise all options
and privileges thereunder without knowledge or consent of Executive or
Beneficiary or any other person, it being expressly agreed that neither
Executive nor Beneficiary nor any other person shall have any right, title or
interest whatsoever in or to any such contract.
2
9
9. SOURCE OF PAYMENTS. Executive, Beneficiary and any other person or
persons having or claiming a right to payments hereunder or to any
interest in this Agreement shall rely solely on the unsecured promise of
Company set forth herein, and nothing in this Agreement shall be
construed to give Executive, Beneficiary or any other person or persons
any right, title, interest or claim in or to any specific asset, fund,
reserve, account or property of any kind whatsoever owned by Company or
in which it may have any right, title or interest now or in the future,
but Executive shall have the right to enforce his claim against Company
in the same manner as an unsecured creditor.
10. AMENDMENT. This Agreement may be amended at any time or from
time to time written agreement of the parties.
11. ASSIGNMENT. Neither Executive, nor Beneficiary, nor any other
person entitled to payments hereunder shall have power to transfer,
assign, anticipate, mortgage or otherwise encumber in advance any of
such payments, nor shall such payments be subject to seizure for the
payment of public or private debts, judgments, alimony or separate
maintenance, or be transferable by operation of law in event of
bankruptcy, insolvency or otherwise.
12. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto, their heirs, executors, administrators, successors and assigns.
The Company agrees it will not be a party to any merger, consolidation
or reorganization, unless and until its obligations hereunder shall be
expressly assumed by its successor or successors.
IN WITNESS WHEREOF the parties have executed this Agreement
effective the 30th day of March, 1989.
(Executive) (Company)
THE WACKENHUT CORPORATION
/s/ Xxxxxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------- ----------------------------
Xxxxxxxx Xxxxxxxxx President
Attest: /s/ X.X. Xxxxx
-----------------------
(CORPORATE SEAL)
3
10
DEFERRED COMPENSATION AGREEMENT
THE WACKENHUT CORPORATION, a Florida corporation (Company) and Xxxxxx
X. Xxxxx (Executive) hereby agree as follows:
1. EMPLOYMENT. Company will employ Executive as Senior Vice President or in
such other positions as may be determined from time to time by the Board of
Directors of Company and at such rate of compensation as may be so determined.
Executive will devote his full energy, skill and best efforts to the affairs of
Company on a full-time basis. It is contemplated that such employment will
continue until March 8, 2008, (Executive's Retirement Date), but nevertheless
either Company or Executive may terminate Executive's employment at any time
and for any reason upon sixty (60) days written notice to the other.
2. RETIREMENT. In the event Executive's employment continues until his
Retirement Date it shall thereupon terminate and, commencing with the first
month after Executive actually retires, Company will pay Executive $4,166.00
monthly for two hundred forty (240) months.
3. TERMINATION OF EMPLOYMENT. A. If Executive terminates his employment with
Company, or if Company terminates Executive's employment prior to Executive's
Retirement Date but after April 29, 1993, Company will pay Executive monthly,
commencing with the first month after Executive's Retirement Date and
continuing for two hundred forty (240) months, an amount calculated by
multiplying the monthly amount payable at retirement specified in Section 2
above by a fraction the numerator of which is the sum of the number of full
years between the date of this Agreement and the date of termination of
employment, and the denominator of which is the number ten (10); provided
however, in no event shall the amount paid per month exceed the amount payable
under Section 2 of this Agreement. In the sole discretion of the Board of
Directors of Company, periods of time during which Executive may be disabled
may be treated as time of employment for purposes of this computation.
B. If Executive terminates his employment with Company prior to April
30, 1993, or if Company terminates Executive's employment for any reason prior
to April 30, 1993, Executive shall receive no payments whatsoever under this
Agreement.
4. DEATH. If Executive dies before his Retirement Date and before termination
of his employment with Company, Company shall pay Executive's named beneficiary
(designated as provided in Section 6 of this Agreement and hereinafter referred
to as Beneficiary) a monthly amount of $4,166.00 commencing with the first
month following death and continuing for one hundred twenty (120) months
thereafter. In the case of death of
1
11
Executive after termination of employment with Company, but before his
Retirement Date, the Company shall pay to Beneficiary the lesser of a) a
monthly amount determined by multiplying $4,166.00 by the fraction
determined from subsection 3.A. of this Agreement, or b) $4,166.00,
commencing with the first month following death and continuing for one
hundred and twenty (120) months thereafter. If Executive dies within two
hundred forty (240) months following his Retirement Date and while
receiving payments hereunder, Company shall pay Beneficiary the payments
which would have been made to Executive had he lived for the balance of
said two hundred forty (240) month period. If Executive shall die by
suicide prior to June 1, 1989, whether sane or insane, no payments shall
be made by the Company. If the Executive shall die by suicide after
May 31, 1989 the Company shall make such payments as would be required by
this Agreement had Executive died at that time other than by suicide.
5. SMALL AMOUNTS. In the event the amount of any monthly payments
provided herein shall be less than Twenty ($20) Dollars, the Company in
its sole discretion may in lieu thereof pay the commuted value of such
payments (calculated on the basis of the interest rate and mortality
assumptions being used by The Northwestern Mutual Life Insurance Company
of Milwaukee, Wisconsin, to calculate immediate annuity rates on the
date of this Agreement) to the person entitled to such payments.
6. BENEFICIARY. The Beneficiary (or Beneficiaries) of any payments
to be made after Executive's death, shall be as designated by Executive
and shown on attached Exhibit A or such other person or persons as
Executive shall designate in writing to Company. If no effective
designation of Beneficiaries has been made by Executive, any such
payments shall be made to Executive's estate.
7. RESTRICTIONS. Executive shall not at any time, either directly or
indirectly, accept employment with, render service, assistance or advice
to, or allow his name to be used by any competitor of the Company unless
approved by the Board of Directors of the Company. Determination by the
Board of Directors of the Company that Executive has engaged in any such
activity shall be binding and conclusive on all parties, and in addition
to all other rights and remedies which Company shall have, neither
Executive nor Beneficiary shall be entitled to any payments hereunder.
8. INSURANCE. If Company shall elect to purchase a life insurance
contract to provide Company with funds to make payments hereunder,
Company shall at all times be the sole and complete Owner and
beneficiary of such contract, and shall have the unrestricted right to
use all amounts and exercise all options and privileges thereunder
without knowledge or consent of Executive or Beneficiary or any other
person, it being expressly agreed that neither Executive nor Beneficiary
nor any other person shall have any right, title or interest whatsoever
in or to any such contract.
2
12
9. SOURCE OF PAYMENTS. Executive, Beneficiary and any other person or persons
having or claiming a right to payments hereunder or to any interest in this
Agreement shall rely solely on the unsecured promise of Company set forth
herein, and nothing in this Agreement shall be construed to give Executive,
Beneficiary or any other person or persons any right, title, interest or claim
in or to any specific asset, fund, reserve, account or property of any kind
whatsoever owned by Company or in which it may have any right, title or interest
now or in the future, but Executive shall have the right to enforce his claim
against Company in the same manner as any unsecured creditor.
10. AMENDMENT. This Agreement may be amended at any time or from time to time
by written agreement of the parties.
11. ASSIGNMENT. Neither Executive, nor Beneficiary, nor any other person
entitled to payments hereunder shall have power to transfer, assign,
anticipate, mortgage or otherwise encumber in advance any of such payments, nor
shall such payments be subject to seizure for the payment of public or private
debts, judgments, alimony or separate maintenance, or be transferable by
operation of law in event of bankruptcy, insolvency or otherwise.
12. BINDING EFFECT. This Agreement shall be binding upon the parties hereto,
their heirs, executors, administrators, successors and assigns. The Company
agrees it will not be a party to any merger, consolidation or reorganization,
unless and until its obligations hereunder shall be expressly assumed by its
successor or successors.
IN WITNESS WHEREOF the parties have executed this Agreement effective
the 30th day of April, 1988.
(Executive) (Company)
The Wackenhut Corporation
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------ -------------------------------
Xxxxxx X. Xxxxx President
Attest: /s/ X. X. Xxxxx
---------------------------
(CORPORATE SEAL)
3
