EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
99.1
AGREEMENT,
dated as of the 1st day
of February, 2009 (the “Commencement Date”), by and between Pinpoint Recovery
Solutions Corp., a Delaware corporation with principal executive offices at 0000
X. Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 (the "Company"), and Xxx X.
Xxxxxx, residing at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
("Executive").
WHEREAS
the Company is engaged in the business of obtaining state and federal
unemployment tax recoveries and related tax refunds for corporate clients (the
"Business"); and
WHEREAS
Executive shall serve as Chief Financial Officer of the Company, and Executive
and the Company are desirous of formalizing their understanding for Executive's
employment, all upon the terms and subject to the conditions hereinafter
provided.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto, intending to be legally bound, agree as
follows:
1. Employment.
The
Company agrees to employ Executive, and Executive agrees to be employed by the
Company, upon the terms and subject to the conditions of this
Agreement.
2. Term.
The term
of this Agreement shall be for a period of three (3) years commencing on the
Commencement Date and ending three years thereafter, unless sooner terminated as
hereinafter provided (the "Term").
3. Duties; Best Efforts;
Indemnification.
(a) Executive shall serve as Chief
Financial Officer of the Company, and shall report directly to such person or
persons as may be designated by the Board of Directors of the Company (the
"Board"). Executive shall generally oversee, supervise and manage the day-to-day
financial affairs, operations, strategy and assets of the Company and perform
other normal duties, responsibilities, functions and authority associated with
the position of chief financial officer of a corporation comparable to the
Company, subject in each case to the power and authority of the Board. During
the Term, Executive shall also have such other powers and duties as may be from
time to time prescribed by the Board or its designees which are consistent with
Executive's position and duties hereunder.
(b) Executive shall perform his duties,
responsibilities and functions to the Company to the best of his abilities and
in a manner consistent with the offices of chief financial officer and shall
comply with the lawful policies and procedures of the Company. In performing his
duties and exercising his authority under this Agreement, Executive shall
support and implement the lawful business and strategic plans approved from time
to time by the Board and shall support and cooperate with the Company's efforts
to expand its businesses and operate profitably and in conformity with law and
the business and strategic plans approved by the Board. Executive shall devote
all of his business time, attention and energies, on a full time and exclusive
basis, to the business and affairs of the Company and shall not during the Term
be engaged in any other business activities, whether or not such business
activities are pursued for gain, profit or other pecuniary advantage, without
Board consent; provided, however, that, it shall not be a violation of this
Agreement for Executive to (i) serve on corporate, civic or charitable boards
or committees or (ii) manage passive personal investments, in either case so
long as any such activities do not interfere with the performance of his
responsibilities as an Executive of the Company in accordance with this
Agreement or adversely affect or negatively reflect upon the
Company.
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4. Compensation and
Benefits.
(a) The Company shall pay to Executive a
base salary (the "Base Salary") at a rate of $100,000 per annum, payable in
accordance with the Company's payroll practices for its executive Executives.
Beginning on February 1, 2009, the company shall pay to Executive a Base Salary
at a rate of $140,000 per annum, payable in accordance with the Company's
payroll practices for its executive Executives. The Board will review
the Base Salary for possible increase not less than annually during the
Term.
(b) In consideration of
Executive’s entering into this Agreement and performing the required services
hereunder, Company shall pay Executive a signing bonus of $10,000 and grant the
Executive 50,000 shares of Common Stock of the Company. Such shares
shall be granted to the Executive as of the Commencement Date (the “Date of
Grant”), and 25,000 of the shares shall vest on the first anniversary of the
Date of Grant and 25,000 shares shall vest on the second anniversary of the Date
of Grant. Unvested shares shall be cancelled upon termination
of employment of the Executive if such termination is for “Cause”, as defined in
Section 5 of this Agreement. If the Company shall experience a
“change of control” prior to vesting of the shares, all unvested shares shall
vest immediately prior to the “change of control”.
For the
purpose of this Agreement, a "change of control" shall mean:
(i) the acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")(a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of either:
(I) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock");
or
(II) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this paragraph (a), the following
acquisitions shall not constitute a change of control: (A) any acquisition by
the Company, or (B) any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company; or
(ii) individuals who, as of the date
hereof, constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by Company’s shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board;
or
(iii) consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of the assets of Company or the acquisition of assets of another corporation;
or
(iii) approval by the shareholders of
the Company of a complete liquidation or dissolution of the
Company.
(c) In addition to Base
Salary, Executive may, at the discretion of the Board, be granted stock options
or share appreciation rights under plans adopted by the Board for the benefit of
the executives and key management personnel of the Company.
(d) Executive may, at the discretion of the
Board, be granted bonus compensation, payable in accordance with the Company's
payroll practices for its executives and key management
personnel.
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(e) Executive shall be entitled to
participate in or receive benefits under any pension plan, health and accident
plan or any other Executive benefit plan or arrangement made available now or in
the future by the Company to other executives and key management personnel of
the Company, as determined by the Board.
(f) The Company shall promptly pay to
Executive the approved reasonable expenses incurred by him in the performance of
his duties hereunder in accordance with the Company's policies in effect from
time to time, including, without limitation, those incurred in connection with
business related travel or entertainment, or, if such expenses are paid directly
by Executive, shall promptly reimburse him for such payment, provided that
Executive provides proper documentation thereof in accordance with the Company's
policy.
(g) Executive shall be entitled to paid
vacation days in each calendar year determined by the Company from time to time,
but not less than four (4) weeks in any calendar year, subject to the Company's
vacation policies for its executives and key management personnel. Vacation
shall be prorated in any calendar year of the Term during which Executive is
employed hereunder for less than an entire year in accordance with the number of
days in such year during which he is so employed. Executive shall also be
entitled to all paid holidays given by the Company to its executives and key
management personnel.
(h) The
Company may, at its discretion, subscribe for and maintain, on behalf of the
Company, life insurance, key-man insurance (which shall be for an amount no less
than $750,000) and long-term disability insurance with respect to Executive, in
such amount and upon such terms or conditions as the Company may deem
reasonable. Executive shall cooperate with the Company in connection with the
obtaining of any such policies, including, without limitation, the submission to
physical examination and blood testing by a physician or other medical
professional selected by the Company.
5. Termination.
Executive's
employment hereunder shall be terminated upon Executive's death or Disability or
Executive's voluntarily leaving the employ of the Company, and may be terminated
by the Company as follows:
(a) For
Cause. The Company shall have the right to terminate Executive's employment for
"Cause." A termination for "Cause" is a termination evidenced by a resolution
adopted by the Board finding that Executive has:
(i) engaged in negligence or misconduct in
connection with or arising out of the performance of his duties hereunder that
had a detrimental effect on the Company;
(ii) been under the influence of drugs
(other than prescription medicine or other medically-related drugs to the extent
that they are taken in accordance with their directions) or alcohol during the
performance of his duties under this Agreement, or while under the influence of
drugs or alcohol, engaged in inappropriate conduct;
(iii) engaged in behavior that would
constitute grounds for liability for sexual harassment (as proscribed by the
U.S. Equal Employment Opportunity Commission Guidelines or any other applicable
state regulatory body) or, in the reasonable opinion of the Board, other
egregious conduct violative of laws governing the workplace;
or
(iv) committed any act of fraud, larceny,
misappropriation of funds or embezzlement or been charged with a felony or a
crime of moral depravity; or
(v)
materially breached any of the provisions of this Agreement (in a manner not
covered by any of subparagraphs (i) through (iv) if this Section 5(a)) if such
breach is not cured within twenty (20) days after written notice thereof has
been given to the Executive by the Company.
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(b) For
Disability. The Company shall have the right to terminate Executive's employment
as a result of Executive's "Disability." For purposes of this Agreement, a
termination for "Disability" shall be deemed to occur if Executive has been
unable to substantially perform his duties hereunder for 90 consecutive days or
for 90 days in any 180 day period by reason of any physical or mental illness or
injury.
(c)
Executive agrees to make himself available and to cooperate in any reasonable
examination by a reputable independent physician selected by the Company for the
purpose of determining disability pursuant to Section 5(b).
(d) The
Company shall have the right to terminate Executive's employment for any reason
with ninety (90) days advance written notice. In such event, the
Company reserves the right to compel Executive to vacate the Company’s offices
and to cease the performance of services on behalf of the Company immediately
upon delivery of such notice. In the event the Company exercises this
right, Executive will be paid his compensation as set forth in Section 6(c)
below.
6. Effect of
Termination.
(a) Death or Disability. In the ' event of
the termination of Executive's employment as a result of his death or
Disability, the Company shall:
(i) pay to Executive or his estate, as the
case may be, the Base Salary plus accrued and unpaid bonus, if any, in
accordance with Section 4(c) through the date of his death or Disability (pro
rated for any partial month); and
(ii) reimburse Executive, or his estate, as
the case may be, for any expenses pursuant to Section 4(e).
(b)
For Cause by the Company, by Executive voluntarily or upon expiration of the
Term. In the event that Executive's employment is terminated by the Company for
Cause or by Executive voluntarily or upon expiration of the Term, the Company
shall
(i) pay to Executive the Base Salary plus
accrued and unpaid bonus, if any, in accordance with Section 4(c) through the
date of such termination (pro rated for any partial month);
and
(ii) reimburse Executive for any expenses
pursuant to Section 4(e);
and
Executive shall have no further entitlement to any other compensation or
benefits from the Company, except as set forth herein.
(c) Other
than as a result of Executive's death, Disability or voluntary resignation or by
the Company for Cause. In the event that Executive's employment is terminated
other than by reason of his death or Disability, or by Executive voluntarily,
upon expiration of the Term, or for Cause, then, subject to receipt of a release
(the "Release") of the Company and its directors, officers and Executives and
their respective successors and assigns of claims of Executive against them
arising out of or by reason of his termination of employment hereunder, the
Company shall:
(i)
pay to Executive the Base Salary plus accrued and unpaid bonus, if any, in
accordance with Section 4(c) through the date of such termination (pro rated for
any partial month);
and (ii) reimburse Executive for any
expenses pursuant to Section 4(e);
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(iii) pay
Executive the Base Salary plus benefits in accordance with Section 4(d), for a
period commencing on the thirtieth day after receipt by the Company of the
Release and ending on the earlier to occur of (A) the last day of the Term (as
if such termination had not occurred) or (B) the date that shall be seven (7)
months after the date of receipt of the Release, provided, that all such
payments shall be payable in accordance with the Company's normal payroll
practices for its executives and key management personnel.
(d) This
Section 6 sets forth the only obligations of the Company with respect to the
termination of Executive's employment with the Company, and Executive
acknowledges that upon the termination of his employment, he shall not be
entitled to any payments or benefits which are not explicitly provided in this
Agreement. Except as set forth in section 6(c)(iii) above, any and all payments
to Executive or his estate, as the case may be, of the Base Salary plus accrued
and unpaid bonus, if any, and accrued and unpaid expenses, if any, shall be paid
within fifteen (15) days of the termination of Executive's
employment.
7. Covenant Regarding
Innovations and Copyrights.
(a)
Executive hereby acknowledges that all Innovations (as defined below) created by
Executive (either working alone or as part of a group) that are used, useful or
useable in connection with the Business or future business of the Company which
(i) were or will be made using equipment, supplies, facilities or trade secret
information of the Company, or (ii) were or will be developed at least in part
on the Company's time, or (iii) relate at the time of conception or reduction to
practice thereof either to the Business or the future business of the Company or
to the Company's actual or demonstrably anticipated research or development, or
(iv) result from any work that Executive performs or performed for the Company,
were created at the request of the Company pursuant to this Agreement or other
arrangement (written or unwritten) between the Company and Executive. The term
"Innovations" shall include all of the results and proceeds of Executive's
services under this Agreement, whether patentable, copyrightable, subject to
trademark registration, or not, written, created, developed or produced by
Executive (either working alone or as part of a group).
(b) Executive hereby acknowledges that the
Innovations were specifically ordered or commissioned by the Company. Executive
hereby irrevocably assigns to the Company all right, title and interest in and
to all Innovations and other intellectual property derived therefrom, such
assignment to be effective when first capable of being so assigned, transferred
or vested. To the extent that any Innovation is or shall be a copyrightable
work, Executive agrees that such Innovation constitutes and shall constitute a
work-made-for-hire as defined in the United States Copyright Act of 1976; that
the Company is and shall be the author of said work-made-for hire and the owner
of all rights in and to such Innovation throughout the world, in perpetuity and
in all languages, for all now known or hereafter existing uses, media and forms,
including, without limitation, the copyrights therein and thereto throughout the
world for the initial term and any and all extensions and renewals thereof; and
that the Company or its designees shall have the right to make such changes
therein and such uses thereof as it may deem necessary or desirable. To the
extent that such copyrightable Innovation is not recognized as a
work-made-for-hire, Executive hereby irrevocably assigns, transfers and conveys
to the Company or its designees, without reservation, all of his right, title
and interest throughout the world in perpetuity in such Innovation, including,
without limitation, all rights of copyright and copyright renewal in such
Innovation or any part thereof, and all rights to exclusively or non-exclusively
license or sublicense the foregoing.
(c) By execution hereof, Executive hereby
irrevocably constitutes and appoints the Company or its designee with full power
of substitution, to be Executive's true and lawful attorney to execute,
acknowledge, swear and file all instruments and documents, and to take any
action which shall be deemed necessary, appropriate or desirable to effectuate
the terms of this Section 7. The powers of attorney granted herein shall be
deemed to be coupled with an interest and shall be irrevocable and survive the
occurrence of Executive's death, disability or bankruptcy.
8. Protection of Confidential
Information.
Executive
acknowledges and agrees that he will not divulge to anyone (other than the
Company and its affiliates or any persons employed or designated by the Company
or in connection with the Executive's duties hereunder) any knowledge or
information of any type whatsoever of a confidential nature relating to the
business of the Company, its clients or any of its affiliates, including,
without limitation, all types of trade secrets (unless readily ascertainable
from public or published information or trade sources). Executive further agrees
not to disclose, publish or make use of any knowledge or information of a
confidential nature without prior written consent of the Company. The provisions
of this Section 8 shall apply both during the time that Executive is employed by
the Company and thereafter.
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9. Restriction of Competition;
Interference; and Non-Solicitation.
(a) As a
significant inducement to the Company to enter into and perform its obligations
under this Agreement, during the Term and until the later to occur or (i) the
first anniversary of the termination or expiration of the Term or any extension
hereof; or (ii) the last day of Executive’s employment with the Company,
Executive will not, for any reason, either directly or indirectly, alone or in
association with others:
(i) solicit, or permit any person or entity
directly or indirectly to solicit, any individual who at the time of the
solicitation is, or who within the one (1) year period prior to such
solicitation was, an employee or contractor of the Company to leave the employ
of the Company or terminate his or her employment relationship with the Company,
or hire or attempt to hire or induce, any employee or contractors of the Company
to terminate their employment with, or otherwise cease their relationship with,
the Company;
(ii) solicit, divert or take away, or
attempt to divert or to take away, the business or patronage of any of the
clients, customers, vendors or accounts, or prospective clients, customers,
vendors or accounts of the Company or its affiliates;
(iii) engage, or assist others in organizing
or engaging, any place in the United States in any business which offers,
promotes, develops, or engages in services that are competitive with the
Business, or products or services which are marketed or under active development
by the Company or its affiliates during the Term (a "Competing Business"),
whether such engagement shall be as a director, officer, employee, consultant,
advisor, agent, lender, guarantor, surety, investor, promoter, stockholder,
shareholder, partner, member or other owner, affiliate or other participant in
any Competing Business, or allow Executive's name to be used in connection with
a Competing Business, provided that Executive shall not be deemed to engage in a
Competing Business solely by reason of passive ownership of less than 5% of the
outstanding stock of any publicly traded entity;
(iv) assist others in organizing or engaging
in any Competing Business in any capacity or manner described in clause (iii)
above;
(v) induce any client, customer, vendor,
agent or other person or entity with whom or which the Company or its affiliates
has a business relationship, contractual or otherwise, to terminate or alter
such business relationship; or
(vi) take
any action reasonably likely to cause injury to the relationship between the
Company, its affiliates or any of their respective employees and any client,
lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or
other business associate of the Company or any of its affiliates as such
relationship relates to the Company's (or affiliates) conduct of
business.
(b) In
addition, neither during the Term nor at any time thereafter shall Executive
disparage the Company or its affiliates, any director, officer, employee or
shareholder of the Company, or any affiliate of any such director, officer,
employee or shareholder of the Company or its affiliates by making (or causing
-others to make) any oral or written statements or representations that could
reasonably be construed to be a false and misleading statement of fact or a
libelous, slanderous or disparaging statement of or concerning any of the
aforementioned persons.
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10. Specific
Remedies.
(a) It is
understood by Executive and the Company that the covenants contained in this
Section 10 and in Sections 7, 8 and 9 hereof are essential elements of this
Agreement and that, but for the agreement of Executive to comply with such
covenants, the Company would not have agreed to enter into this Agreement. The
Company and Executive have independently consulted with their respective counsel
and have been advised concerning the reasonableness and propriety of such
covenants with specific regard to the nature of the business conducted by the
Company and all interests of the Company. Executive agrees that the covenants of
Sections 7, 8 and 9 are reasonable and valid. If Executive commits a breach of
any of the provisions of Sections 7, 8 or 9 hereof, such breach shall be deemed
to be grounds for termination for Cause. In addition, notwithstanding the
provisions of Sections 8 and 9, Executive acknowledges that the Company will
have no adequate remedy at law if he violates any of the terms hereof. Executive
therefore understands and agrees that the Company shall have without prejudice
as to any other remedies:
(i) the right upon application to any court
of proper jurisdiction to a temporary restraining order, preliminary injunction,
injunction, specific performance or other equitable relief
and
(ii) the right to apply to any court of
proper jurisdiction, to require Executive to account for and pay over all
compensation, profits, monies, accruals, increments and other benefits
(collectively the "Benefits") derived or received by Executive as a result of
any transaction constituting a breach of any of the provisions of Sections 8 or
9, and, if a court so orders, Executive hereby agrees to account for and pay
over such Benefits to the Company.
11. Survival, Independence; Severability
and Non-Exclusivity.
Each of
the rights enumerated in Sections 7, 8 or 9 hereof and the remedies enumerated
in Section 10 hereof shall be independent of the others and shall be in addition
to and not in lieu of any other rights and remedies available to the Company at
law or in equity and shall survive this Agreement and the Executive’s employment
with the Company. If any provision of this Agreement, or any part of any of
them, is hereafter construed or adjudicated to be invalid or unenforceable, the
same shall not affect the remainder of the covenants or rights or remedies which
shall be given full effect without regard to the invalid portions. If any
covenant set forth herein is held to be invalid or unenforceable because of the
duration of such provision or the area covered therebv the parties agree that
the court making such determination shall have the, power to reduce the duration
and/or area of such provision and in its reduced form said provision shall then
be enforceable. No such holding of invalidity or unenforceability in one
jurisdiction shall bar or in any way affect the Company's right to the relief
provided in Section 10 or otherwise in the court of any other state or
jurisdiction within the geographical scope of such covenants as to breaches of
such covenants in such other respective states or jurisdictions, such covenants
being, for this purpose, severable into diverse and independent
covenants. The covenants contained herein shall be deemed independent
and separately enforceable covenants and are enforceable independent of any
cause of action, or rights or remedies, either party may have hereunder or
otherwise, none of which shall be deemed defenses
hereunder. Executive agrees that this restriction applies if his
employment ends at any time and for any reason until and unless a succeeding
written agreement no longer contains this restriction.
12. Conflicting
Agreements.
Executive
hereby represents that he is not bound by the terms of any agreement with any
previous employer, or with any other party, that would impair his right or
ability to enter the employ of the Company or perform fully his obligations
pursuant to this Agreement. Executive further represents and warrants that his
performance of all the terms of this Agreement and as an executive of the
Company does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by him in confidence or in
trust prior to his employment with the Company.
13. Successors; Binding
Agreement.
This
Agreement is personal to Executive and without the prior written consent of the
Company shall not be assignable by Executive otherwise than by will or the laws
of descent and distribution. The Company shall be permitted to freely assign its
rights, interests and obligations to any parent, subsidiary or affiliate, or to
any other third party, which acquires all or substantially all of the stock or
assets of the Company. This Agreement shall inure to the benefit of and be
enforceable by Executive's legal representatives.
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14. Notices.
Any
notice or other communications required or permitted hereunder shall be in
writing and shall be deemed effective (i) upon personal delivery, if delivered
by hand and followed by Notice by mail or facsimile transmission, (ii) three (3)
days after the date of deposit in the mails if mailed by certified or registered
mail (return receipt requested), or (iii) on the next business day, if mailed by
an overnight mail service to the parties or sent by facsimile
transmission,
To the
Company:
0000 X.
Xxxxxxx Xxxxxx
Xxxxx
000
Xxxxx,
XX 00000
Attention:
Xxxxx X. Xxxxxxx
with
copies to (which shall not constitute notice):
Xxxxxxx
X. Xxxxxx, Esq.
Johnson,
Pope, Xxxxx, Xxxxxx & Xxxxx, LLP
000
Xxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
To
Executive:
Xxx X.
Xxxxxx
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000:
or at
such other address or telecopy number (or other similar number) as either party
may from time to time specify to the other. Any notice, consent or other
communication required or permitted to be given hereunder shall be deemed to be
given on the date of mailing, personal delivery or telecopy or conclusively
other similar means (provided the appropriate answer back is received) thereof
and shall be presumed to have been received on the second business day following
the date of mailing or, in the case of personal delivery or telecopy or other
similar means, the day of delivery thereof, except that a change of address
shall not be effective until actually received.
15. Headings.
The
headings of this Agreement are for convenience of reference only and shall not
affect in any manner any of the terms and conditions hereof.
16. Acts and
Documents.
The
parties agree to do, sign and execute all acts, deeds, documents and corporate
proceedings necessary or desirable to give full force and effect to this
Agreement.
17. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
agreement.
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18. Modifications and
Waivers.
No term,
provision or condition of this Agreement may be modified or discharged unless
such modification or discharge is authorized by the Board of Directors of the
Company and is agreed to in writing and signed by Executive. No waiver by either
party hereto of any breach by the other party hereto of any term, provision or
condition of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
19. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter herein and supersedes all prior agreements, negotiations and
discussions between the parties hereto, there being no extraneous agreements.
This Agreement may be amended only in writing executed by the parties hereto
affected by such amendment.
20. Governing Law, Venue;
Waiver of Jury Trial. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Florida. Executive hereby consents to personal jurisdiction and
venue, for any action brought by or arising out of a breach or threatened breach
of this Employment Agreement, exclusively in the United States District Court
for the Middle District of Florida, Tampa Division, or in the Circuit Court in
and for Pinellas County, Florida. The parties to this Agreement agree
that jurisdiction and venue shall lie exclusively in the Sixth Judicial Circuit
of the State of Florida, in and for Pinellas County, Florida, with respect to
any legal proceedings arising from this Agreement. COMPANY AND
EXECUTIVE HEREBY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT OR OUT OF THE RELATIONSHIP ESTABLISHED BY THIS AGREEMENT WOULD INVOLVE
COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES AND THAT, THEREFORE, ANY
ACTION BROUGHT BY COMPANY AGAINST EXECUTIVE, WHETHER ARISING OUT OF THIS
AGREEMENT OR OTHERWISE, OR BY EXECUTIVE AGAINST COMPANY, SHALL BE
DETERMINED BY A JUDGE SITTING WITHOUT A JURY.
20.
Costs and Attorneys'
Fees. If either party shall breach any of the terms of this
Agreement, the non-breaching party shall be entitled to recover from the
breaching party all costs and attorneys' fees incurred by the non-breaching
party in connection with the enforcement of the obligations of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on
the day and year set forth above.
EXECUTIVE
/s/
Xxx X. Xxxxxx
Xxx X.
Xxxxxx
By: /s/
Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Chief
Executive Officer
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