EMPLOYMENT AGREEMENT
AGREEMENT made as of the 30th day of June, 2005 by and between Xxxx X.
Xxxxxxxxxx, residing at 00 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000
(hereinafter referred to as the "Employee") and TEAMSTAFF, INC., a New Jersey
corporation with principal offices located at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx
Xxxxxx.
W I T N E S S E T H:
WHEREAS, TeamStaff, Inc. and its subsidiaries (the "Company") are
engaged in the business of providing Business Outsourcing Services; and
WHEREAS, the Company desires to employ the Employee for the purpose of
securing for the Company the experience, ability and services of the Employee;
and
WHEREAS, the Employee desires to be employed with the Company, pursuant
to the terms and conditions herein set forth, superseding all prior oral and
written employment agreements, and term sheets and letters between the Company,
its subsidiaries and/or predecessors and Employee;
NOW, THEREFORE, it is mutually agreed by and between the parties hereto
as follows:
ARTICLE I
DEFINITIONS
1.1 Accrued Compensation. Accrued Compensation shall mean an amount
which shall include all amounts earned or accrued through the "Termination Date"
(as defined below) but not paid as of the Termination Date, including (i) Base
Salary, (ii) reimbursement for business expenses incurred by the Employee on
behalf of the Company, pursuant to the Company's expense reimbursement policy in
effect at such time, (iii) vacation pay, and (iv) unpaid bonuses and incentive
compensation earned and awarded prior to the Termination Date.
1.2 Cause. Cause shall mean: (i) willful disobedience by the Employee
of a material and lawful instruction of the Board of Directors of the Company;
(ii) formal charge, indictment or conviction of the Employee of any misdemeanor
involving fraud or embezzlement or similar crime, or any felony; (iii) breach by
the Employee of any material provision of this Agreement; (iv) conduct amounting
to fraud, dishonesty, gross negligence, willful misconduct or recurring
insubordination; or (v) excessive absences from work, other than for illness or
Disability; provided that the Company shall not have the right to terminate the
employment of Employee pursuant to the foregoing clauses (i), (iii), (iv), and
(v) above unless written notice specifying such breach shall have been given to
the Employee and, in the case of breach which is capable of being cured, the
Employee shall have failed to cure such breach within thirty (30) days after his
receipt of such notice.
1.3 Continuation Benefits. Continuation Benefits shall be the
continuation of the Benefits, as defined in Section 5.1, for the period from the
Termination Date to the Expiration Date, or such other period as specifically
stated by this agreement (the "Continuation Period") at the Company's expense on
behalf of the Employee and his dependents; provided, however, that (i) in no
event shall the Continuation Period exceed 18 months from the Termination Date;
and (ii) the level and availability of benefits provided during the Continuation
Period shall at all times be subject to the post-employment conversion or
portability provisions of the benefit plans. The Company's obligation hereunder
with respect to the foregoing benefits shall also be limited to the extent that
if the Employee obtains any such benefits pursuant to a subsequent employer's
benefit plans, the Company may reduce the coverage of any benefits it is
required to provide the Employee hereunder as long as the aggregate coverages
and benefits of the combined benefit plans is no less favorable to the Employee
than the coverages and benefits required to be
provided hereunder. This definition of Continuation Benefits shall not be
interpreted so as to limit any benefits to which the Employee, his dependents or
beneficiaries may be entitled under any of the Company's employee benefit plans,
programs or practices following the Employee's termination of employment,
including, without limitation, retiree medical and life insurance benefits.
1.4 Disability. Disability shall mean a physical or mental infirmity
which impairs the Employee's ability to substantially perform his duties with
the Company for a period of one hundred eighty (180) consecutive days.
1.5 Notice of Termination. Notice of Termination shall mean a written
notice from the Company, or the Employee, of termination of the Employee's
employment which indicates the provision in this Agreement relied upon, if any.
A Notice of Termination served by the Company shall specify the effective date
of termination.
1.6 Termination Date. Termination Date shall mean (i) in the case of
the Employee's death, his date of death; and (ii) in all other cases, the date
specified in the Notice of Termination.
ARTICLE II
EMPLOYMENT
2.1 Subject to and upon the terms and conditions of this Agreement,
the Company hereby employs, and the Employee hereby accepts such employment, as
Vice-President and Chief Financial Officer of the Company. The Employee's
position includes acting as an officer and/or director of any of the Company's
subsidiaries as determined by the Board of Directors.
ARTICLE III
DUTIES
3.1 The Employee shall, during the term of his employment with the
Company, and subject to the direction and control of the Company's Chief
Executive Officer, perform such duties and functions as he may be called upon to
perform by the Company's Chief Executive Officer during the term of this
Agreement consistent with his position as Vice President, Chief Financial
Officer.
3.2 The Employee agrees to devote full business time and his best
efforts in the performance of his duties for the Company and any subsidiary
corporation of the Company.
3.3 The Employee shall perform, in conjunction with the Company's
Executive Management, to the best of his ability the following services and
duties for the Company and its subsidiary corporations (by way of example, and
not by way of limitation):
9. Those duties attendant to the position with the Company for
which he is hired;
10. Establish and implement current and long range objectives,
plans, and policies, subject to the approval of the Chief
Executive Officer and the Board of Directors;
11. Financial planning including the development of, liaison
with, financing sources and investment bankers;
12. Managerial oversight of the Company's accounting department;
13. Primary responsibility for the preparation and filing of all
financial activity reports with federal and state regulatory
authorities;
14. Acquiring appropriate insurance coverage to safeguard
Company's assets (excluding workers' compensation coverage
and medical benefits);
15. Evaluation and integration of acquisitions, joint ventures,
and other opportunities; and
16. Promotion of the relationships of the Company and its
subsidiaries with their respective employees, customers,
suppliers and others in the business community.
3.4 Employee shall undertake regular travel to the Company's
executive and operational offices, and such other occasional travel within or
outside the United States as is or may be reasonably necessary in the interests
of the Company. All such travel including travel from New Jersey to the
Company's executive offices shall be at the sole cost and expense of the
Company. All lodging and food costs incurred by Employee while traveling and/or
conducting business at the Company's operational offices (outside the New Jersey
area) shall be paid by the Company.
ARTICLE IV
COMPENSATION
4.1 During the term of this Agreement, Employee shall be compensated
initially at the rate of $225,000 per annum, subject to such increases, if any,
as determined by the Board of Directors, or if the Board so designates, the
Management Resources and Compensation Committee, in its discretion, at the
commencement of each of the Company's fiscal years during the term of this
Agreement (the "Base Salary"). The base salary shall be paid to the Employee in
accordance with the Company's regular executive payroll periods.
4.2 Employee may receive a bonus (the "Bonus") in the sole discretion
of the Management Resources and Compensation Committee of the Board of
Directors. Employee will have an opportunity to earn a Bonus of up to 70% of
Employee's Base Salary for each fiscal year of employment. It is anticipated
that the Bonus will be based 70% on revenue and income targets and 30% on other
key objectives established by the Management Resources and Compensation
Committee at the commencement of each fiscal year. Upon the closing of the
acquisition of RS Staffing Services, Inc., Employee shall be entitled to receive
a partial payment of his Bonus for the fiscal year in which the acquisition
closes, of up to 30% of Employee's maximum annual Bonus.
4.3 The Company shall deduct from Employee's compensation all
federal, state, and local taxes which it may now or may hereafter be required to
deduct.
4.4 Employee may receive such other additional compensation as may be
determined from time to time by the Board of Directors including bonuses and
other long term compensation plans. Nothing herein shall be deemed or construed
to require the Board to award any bonus or additional compensation.
ARTICLE V
BENEFITS
5.1 During the term hereof, the Company shall provide Employee with
the following benefits (the "Benefits"): (i) group health care and insurance
benefits as generally made available to the Company's senior management; and
(ii) such other insurance benefits obtained by the Company and made generally
available to the Company's senior management. The Company shall reimburse
Employee, upon presentation of appropriate vouchers, for all reasonable business
expenses incurred by Employee on behalf of the Company upon presentation of
suitable documentation.
5.2 In the event the Company wishes to obtain Key Man life insurance
on the life of Employee, Employee agrees to cooperate with the Company in
completing any applications necessary to obtain such insurance and promptly
submit to such physical examinations and furnish such information as any
proposed insurance carrier may request.
5.3 For the term of this Agreement, Employee shall be entitled to
paid vacation at the rate of four (4) weeks per annum.
ARTICLE VI
NON-DISCLOSURE
6.1 The Employee shall not, at any time during or after the
termination of his employment hereunder, except when acting on behalf of and
with the authorization of the Company, make use of or disclose to any person,
corporation, or other entity, for any purpose whatsoever, any trade secret or
other confidential information concerning the Company's business, finances,
marketing, computerized payroll, accounting and information business, personnel
and/or employee leasing business of the Company and its subsidiaries, including
information relating to any customer of the Company or pool of temporary
employees, or any other nonpublic business information of the Company and/or its
subsidiaries learned as a consequence of Employee's employment with the Company
(collectively referred to as the "Proprietary Information"). For the purposes of
this Agreement, trade secrets and confidential information shall mean
information disclosed to the Employee or known by him as a consequence of his
employment by the Company, whether or not pursuant to this Agreement, and not
generally known in the industry. The Employee acknowledges that trade secrets
and other items of
confidential information, as they may exist from time to time, are valuable and
unique assets of the Company, and that disclosure of any such information would
cause substantial injury to the Company. Trade secrets and confidential
information shall cease to be trade secrets or confidential information, as
applicable, at such time as such information becomes public other than through
disclosure, directly or indirectly, by Employee in violation of this Agreement.
6.2 If Employee is requested or required (by oral questions,
interrogatories, requests for information or document subpoenas, civil
investigative demands, or similar process) to disclose any Proprietary
Information, Employee shall, unless prohibited by law, promptly notify the
Company of such request(s) so that the Company may seek an appropriate
protective order.
ARTICLE VII
RESTRICTIVE COVENANT
7.1 In the event of the voluntary termination of employment with the
Company prior to the expiration of the term hereof, or Employee's discharge in
accordance with Article IX, or the expiration of the term hereof without
renewal, Employee agrees that he will not, for a period of one (1) year
following such termination, directly or indirectly, enter into or become
associated with or engage in any other business (whether as a partner, officer,
director, shareholder, employee, consultant, or otherwise), which is involved in
the business of providing (i) temporary and/or permanent staffing of travel
health professionals and travel nurses, and (ii) payroll processing, or is
otherwise engaged in the same or similar business as the Company in direct
competition with the Company, or which the Company was in the process of
developing, during the tenure of Employee's employment by the Company.
Notwithstanding the foregoing, the ownership by Employee of less than five
percent of the shares of any publicly held corporation shall not violate the
provisions of this Article VII.
7.2 In furtherance of the foregoing, Employee shall not during the
aforesaid period of non-competition, directly or indirectly, in connection with
any computerized payroll, permanent or temporary personnel business, or any
business similar to the business in which the Company was engaged, or in the
process of developing during Employee's tenure with the Company, solicit any
customer or employee of the Company who was a customer or employee of the
Company during the tenure of his employment.
7.3 If any court shall hold that the duration of non-competition or
any other restriction contained in this Article VII is unenforceable, it is our
intention that same shall not thereby be terminated but shall be deemed amended
to delete therefrom such provision or portion adjudicated to be invalid or
unenforceable or, in the alternative, such judicially substituted term may be
substituted therefor.
ARTICLE VIII
TERM
8.1 This Agreement shall be for a term (the "Initial Term")
commencing on the date hereof (the "Commencement Date") and terminating on
September 30, 2007 (the "Expiration Date"), unless sooner terminated upon the
death of the Employee, or as otherwise provided herein.
8.2 Unless this Agreement is earlier terminated pursuant to the terms
hereof, the Company agrees to use its best efforts to notify Employee in writing
whether it intends to negotiate a renewal of this Agreement by notice four (4)
months prior to the Expiration Date. In the event (i) the Company shall have
failed to notify the Employee of its intention to renew as provided by this
Section 8.2, or (ii) the Company fails to reach agreement with Employee as to
the terms of a new employment agreement prior to the Expiration Date after
providing such
notice, in addition to any other payments due hereunder, upon termination of the
Employee's employment on or after the Expiration Date for any reason except
Cause, the Company shall pay Employee a severance payment equal to twelve months
of Employee's Base Salary ("Severance Payments") payable in equal installments
on each of the Company's regular pay dates for executives during the twelve
months commencing on the first regular executive pay date following the date of
such termination.
ARTICLE IX
TERMINATION
9.1 The Company may terminate this Agreement by giving a Notice of
Termination to the Employee in accordance with this Agreement:
a. For Disability;
b. For Cause.
c. Without Cause.
9.2 Employee may terminate this Agreement by giving a Notice of
Termination to the Company in accordance with this Agreement, at any time, with
or without good reason.
9.3 If the Employee's employment with the Company shall be
terminated, the Company shall pay and/or provide to the Employee the following
compensation and benefits in lieu of any other compensation or benefits arising
under this Agreement or otherwise:
e. if the Employee was terminated by the Company for Cause, or
the Employee terminates, the Accrued Compensation;
f. if the Employee was terminated by the Company for
Disability, the Accrued Compensation, and Base Salary and
Continuation Benefits from
the Termination Date through the period ending six (6)
months thereafter; or
g. if termination was due to the Employee's death, the Accrued
Compensation; and Employee's pro rata bonus for the fiscal
year in which the date of death occurred; or
h. if the Employee was terminated by the Company without cause,
(i) the Accrued Compensation; (ii) the Employee's Base
Salary to the Expiration Date; and (iii) the Continuation
Benefits.
9.4 The amounts payable under this Section 9, shall be paid as
follows:
a. Accrued Compensation shall be paid within five (5) business
days after the Employee's Termination Date (or earlier, if
required by applicable law).
b. If the Continuation Benefits are paid in cash, the payments
shall be made on the first day of each month during the
Continuation Period (or earlier, if required by applicable
law).
c. The Base Salary through the Expiration Date shall be paid in
accordance with the Company's regular pay periods (or
earlier, if required by applicable law).
9.5 Notwithstanding the foregoing, in the event Employee is a member
of the Board of Directors on the Termination Date, the payment of any and all
compensation due hereunder, except Accrued Compensation, and Employee's right to
exercise any Employee Stock Option after the Termination Date, is expressly
conditioned on Employee's resignation from the Board of Directors within five
(5) business days of notice by the Company requesting such resignation.
9.6 The Employee shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to the Employee in any subsequent employment except as
provided in Sections 1.3.
ARTICLE X
TERMINATION OF PRIOR AGREEMENTS
10.1 This Agreement sets forth the entire agreement between the
parties and supersedes all prior agreements, letters and understandings between
the parties, whether oral or written prior to the effective date of this
Agreement.
ARTICLE XI
STOCK OPTIONS
11.1 As an inducement to Employee to enter into this Agreement, the
Company will grant to Employee options to purchase such number of shares of the
Company's Common Stock, $.001 par value, or in the alternative, such other form
of equity based compensation, as shall be determined by the Management Resources
and Compensation Committee, in its discretion, after completion of an executive
compensation analysis.
The foregoing options shall be qualified as incentive stock
options to the maximum as allowed by law. The Options provided for herein are
not transferable by Employee and shall be exercised only by Employee, or by his
legal representative or executor, as provided in the Plan. Such Option shall
terminate as provided in the Plan, except as otherwise modified by this
Agreement.
ARTICLE XII
EXTRAORDINARY TRANSACTIONS
12.1 The Company's Board of Directors has determined that it is
appropriate to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Employee, to their assigned
duties without distraction in potentially disturbing circumstances arising from
the possibility of a change in control of the Company.
12.2 Change in Control. For purposes of this Agreement, a "Change in
Control" shall mean any of the following events:
a. (i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting
Securities") by any "Person" (as the term person is used for
purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"))
immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated
under the 0000 Xxx) of twenty percent (20%) or more of the
combined voting power of the Company's then outstanding
Voting Securities; provided, however, that in determining
whether a Change in Control has occurred, Voting Securities
which are acquired in a "Non-Control Acquisition" (as
defined below) shall not constitute an acquisition which
would cause a Change in Control. A "Non-Control Acquisition"
shall mean an acquisition by (1) an employee benefit plan
(or a trust forming a part thereof) maintained by (x) the
Company or (y) any corporation or other Person of which a
majority of its voting power or its
equity securities or equity interest is owned directly or
indirectly by the Company (a "Subsidiary"), or (2) the
Company or any Subsidiary.
(ii) Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because a Person (the
"Subject Person") gained Beneficial Ownership of more than
the permitted amount of the outstanding Voting Securities as
a result of the acquisition of Voting Securities by the
Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting
Securities by the Company, and after such share acquisition
by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases
the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in
Control shall occur.
e. The individuals who, as of the date this Agreement is
approved by the Board, are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at
least two-thirds of the Board; provided, however, that if
the election, or nomination for election by the Company's
stockholders, of any new director was approved by a vote of
at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Agreement, be
considered and defined as a member of the Incumbent Board;
and provided, further, that no individual shall be
considered a
member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened
"Election Contest" (as described in Rule 14a-11 promulgated
under the 0000 Xxx) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board (a "Proxy Contest"), including
by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or
f. Approval by stockholders of the Company of:
(i) A merger, consolidation or reorganization involving the
Company, unless: (1) the stockholders of the Company,
immediately before such merger, consolidation or
reorganization, own, directly or indirectly immediately
following such merger, consolidation or reorganization,
at least sixty percent (60%) of the combined voting
power of the outstanding voting securities of the
corporation resulting from such merger or consolidation
or reorganization (the "Surviving Corporation") in
substantially the same proportion as their ownership of
the Voting Securities immediately before such merger,
consolidation or reorganization, (2) the individuals
who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for
such merger, consolidation or reorganization constitute
at least two-thirds of the members of the board of
directors of the Surviving Corporation, and (3) no
Person (other than the Company, any Subsidiary, any
employee benefit plan (or any trust forming a part
thereof) maintained by the Company, the Surviving
Corporation or any Subsidiary) becomes Beneficial Owner
of twenty percent (20%) or more of the combined voting
power of the Surviving Corporation's then outstanding
voting securities as a result of such merger,
consolidation or reorganization, a transaction
described in clauses (1) through (3) shall herein be
referred to as a "Non-Control Transaction"; or
(i) An agreement for the sale or other disposition of all
or substantially all of the assets of the Company, to
any Person, other than a transfer to a Subsidiary, in
one transaction or a series of related transactions; or
(ii) The stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the
Company.
g. Notwithstanding anything contained in this Agreement to the
contrary, if the Employee's employment is terminated prior
to a Change in Control and the Employee reasonably
demonstrates that such termination (i) was at the request of
a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control (a
"Third Party") or (ii) otherwise occurred in connection
with, or in anticipation of, a Change in Control, then for
all purposes of this Agreement, the date of a Change in
Control with respect to the Employee shall mean the date
immediately prior to the date of such termination of the
Employee's employment.
12.3 In the event that within one hundred eighty days (180) days of a
Change of Control as described in Section 12.2, (i) Employee is terminated, or
(ii) Employee's status, title, position or responsibilities are materially
reduced and Employee terminates his Employment, the Company shall pay and/or
provide to the Employee, the following compensation and benefits:
a. The Company shall pay the Employee, in lieu of any other
payments due hereunder, (i) the Accrued Compensation; (ii)
the Continuation Benefits; and (iii) as severance, Base
Salary for a period of twelve (12) months payable in equal
installments on each of the Company's regular pay dates for
executives during the twelve months commencing on the first
regular executive pay date following the termination Date;
and
b. The conditions to the vesting of any outstanding incentive
awards (including restricted stock, stock options and
granted performance shares or units) granted to the Employee
under any of the Company's plans, or under any other
incentive plan or arrangement, shall be deemed void and all
such incentive awards shall be immediately and fully vested
and exercisable. Further, the options shall be deemed
amended to provide that in the event of termination after an
event enumerated in this Article XII, the options shall
remain exercisable for the duration of their term.
12.4 Upon the effective date of an event constituting a Change of
Control, the Company shall pay Employee, in twelve equal monthly payments,
commencing on the first day of the month immediately following such event, an
amount equal to Employee's then current Base
Salary. Employee shall be entitled to such payment whether or not his employment
with the Company continues after the Change of Control.
12.4 Notwithstanding the foregoing, if the payment under this Article
XII, either alone or together with other payments which the Employee has the
right to receive from the Company, would constitute an "excess parachute
payment" as defined in Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), the aggregate of such credits or payments under this
Agreement and other agreements shall be reduced to the largest amount as will
result in no portion of such aggregate payments being subject to the excise tax
imposed by Section 4999 of the Code. The priority of the reduction of excess
parachute payments shall be in the discretion of the Employee. The Company shall
give notice to the Employee as soon as practicable after its determination that
Change of Control payments and benefits are subject to the excise tax, but no
later than ten (10) days in advance of the due date of such Change of Control
payments and benefits, specifying the proposed date of payment and the Change of
Control benefits and payments subject to the excise tax. Employee shall exercise
his option under this paragraph 12.4 by written notice to the Company within
five (5) days in advance of the due date of the Change of Control payments and
benefits specifying the priority of reduction of the excess parachute payments.
ARTICLE XIII
ARBITRATION AND INDEMNIFICATION
13.1 Any dispute arising out of the interpretation, application,
and/or performance of this Agreement with the sole exception of any claim,
breach, or violation arising under Articles VI or VII hereof shall be settled
through final and binding arbitration before a single arbitrator in the State of
Georgia in accordance with the Rules of the American Arbitration Association.
The
arbitrator shall be selected by the Association and shall be an attorney-at-law
experienced in the field of corporate law. Any judgment upon any arbitration
award may be entered in any court, federal or state, having competent
jurisdiction of the parties.
13.2 The Company hereby agrees to indemnify, defend, and hold harmless
the Employee for any and all claims arising from or related to his employment by
the Company at any time asserted, at any place asserted, to the fullest extent
permitted by law, except for claims based on Employee's fraud, deceit or
wilfulness. The Company shall maintain such insurance as is necessary and
reasonable to protect the Employee from any and all claims arising from or in
connection with his employment by the Company during the term of Employee's
employment with the Company and for a period of six (6) years after the date of
termination of employment for any reason. The provisions of this Section 13.2
are in addition to and not in lieu of any indemnification, defense or other
benefit to which Employee may be entitled by statute, regulation, common law or
otherwise.
ARTICLE XIV
SEVERABILITY
If any provision of this Agreement shall be held invalid and
unenforceable, the remainder of this Agreement shall remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall remain in full force and effect in all other
circumstances.
ARTICLE XV
NOTICE
For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses as set forth below or to
any such other address as the party to receive the notice shall advise by due
notice given in accordance with this paragraph. All notices and communications
shall be deemed to have been received on the date of delivery thereof or on the
third business day after the mailing thereof, except that notice of change of
address shall be effective only upon receipt.
The current addresses of the parties are as follows:
IF TO THE COMPANY: TeamStaff, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
IF TO THE EMPLOYEE: Xxxx Xxxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000
ARTICLE XVI
BENEFIT
This Agreement shall inure to, and shall be binding upon, the parties
hereto, the successors and assigns of the Company, and the heirs and personal
representatives of the Employee.
ARTICLE XVII
WAIVER
The waiver by either party of any breach or violation of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of construction and validity.
ARTICLE XVIII
GOVERNING LAW
This Agreement has been negotiated and executed in the State of New
Jersey which shall govern its construction and validity.
ARTICLE XIX
JURISDICTION
Any or all actions or proceedings which may be brought by the Company
or Employee under this Agreement shall be brought in courts having a situs
within the State of New Jersey, and Employee and the Company each hereby consent
to the jurisdiction of any local, state, or federal court located within the
State of New Jersey.
ARTICLE XX
ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
hereto. No change, addition, or amendment shall be made hereto, except by
written agreement signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
affixed their hands and seals the day and year first above written.
TEAMSTAFF, INC.
By: /SIGNED/ T. Xxxxxxx Xxxxxxx
--------------------------------
T. Xxxxxxx Xxxxxxx
Chairman of the Board
/SIGNED/ Xxxx Xxxxxxxxxx
-----------------------------------
Xxxx Xxxxxxxxx
Employee
