AMENDMENT #1 TO
EXECUTIVE EMPLOYMENT AGREEMENT
OF
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AMENDMENT #1 to the EXECUTIVE EMPLOYMENT AGREEMENT effective this 30th day
of June, 1997, by and between SOUTHERN SECURITY BANK CORPORATION, a Florida
corporation, having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter the "COMPANY"), and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, whose address is: Post ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter the "EXECUTIVE"). This amendment and
effectiveness thereof is subject the approval of the Federal Reserve Bank and
other requisite Regulatory Approval.
For the mutual covenants hereinafter set forth and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the COMPANY
agrees to employ the EXECUTIVE and the EXECUTIVE agrees to be employed by the
COMPANY on all the terms and conditions as set forth in that contract agreement
dated June 11, 1992, as if fully restated in this amendment, except for the
following modifications as set forth below; The item number below corresponds to
that item number if recited in the original contract agreement of 6/11/92; As a
matter of confirmation by the parties to the Executive Employment Agreement and
as now being Amended, said Agreement has been extended for an additional five
[5] year period due to the automatic renewal provisions contained therein, and
is subject again to automatic renewal on June 10, 2002.
3. Base Compensation. The COMPANY shall pay to the EXECUTIVE, and the
EXECUTIVE agrees to accept a minimum base salary compensation of $175,000
per year beginning on 7/1/97, paid in 24 installments per year [twice per
month] adjusted annually by the greater of 5%, or the CPI, consumer price
index.
5. Class-A Common Stock Options. The company will provide EXECUTIVE with
10-year term [10 years from the date of granting] Class-A Common Stock
Options with an Option Price established at 110% of the then per-share book
value when granted [a 10% premium], a quantity of Class-A Common Stock
Options in the amount of 6% the EXECUTIVE of the then total of all classes
of capital stock issued and outstanding, accruing and being credited to the
EXECUTIVE semi-annually on July 1st and January 1st of each year, the first
such granting to begin on 7/1/97, and occurring every 6 months thereafter
until at the end of the five year period a total of 6% of the then issued
and outstanding of all classes of stock have been granted thereto. These
Options are in addition to any previously granted options to EXECUTIVE
under the original Employment contract agreement. For example, on July 1,
1997, if the company had a total of 14,713,435 shares of all classes of
stock issued and outstanding [including those shares owned by EXECUTIVE],
then EXECUTIVE would each be granted 88,280 options [math:
14,714,435x{0.06/10}=88,280 options, rounded-off, no fractional options
granted] for Class-A common stock, expiring 10 years from 7/1/97, and with
an option price equaling to 110% of the book value per share
[$0.09617x1.10=$0.10579] of the company as of 6/30/97. In the event
additional shares of the company's capital stock are issued as a result
of any public or private offering[s] or due to Merger[s] and/or
acquisition[s] of the company with another company[s], EXECUTIVE will
immediately be granted in bulk, at the consummation of each such Merger,
Acquisition, Public/Private sale of the company's capital stock, additional
10-year options, priced at 110% of the then book value of the company's
stock, as determined by most recent previously issued 6 month financial
statement, either the unaudited June 30th or the audited December 31st,
such that EXECUTIVE will have Class-A common stock options granted
representing exactly 6% of the total of all classes of the issued and
outstanding shares of the company's capital stock, for Class-A common stock
options that have been granted from 7/1/97 through to the date of each such
occurrence. Any Options granted to EXECUTIVE prior to 7/1/97 are excluded
from the computation of this new 1997 Stock Option Plan granting
arrangement.ed from the computation of this new 1997
Stock Option Plan granting arrangement.
21) Tax Incentive Bonus. The COMPANY agrees to pay EXECUTIVE, when due to
the IRS, however, no later than April 15th of each calendar year, a
tax incentive bonus equal; to the personal income tax liability for
the EXECUTIVE, that may result from of all forms of Compensation paid
to the EXECUTIVE, [except the EXECUTIVE's Base Salary], including but
not limited to, Stock Options granted, Class-A Common Stock being
granted by the COMPANY, or of the exchange of Class-A COMPANY Capital
Stock for relief of debt owed by the COMPANY to the EXECUTIVE, when
each such event[s] are consummated. The only item of compensation that
is not covered by this tax incentive bonus is the EXECUTIVE's Base
Salary recited above in paragraph 3; All other forms of compensation,
benefits, and incentive bonuses shall be subject to an additional Tax
Incentive Bonus, immediately payable to the EXECUTIVE by the COMPANY,
when all such personal tax liability is accrued against the EXECUTIVE,
and due by the IRS.
22) Exchange of Compensation for Class-A Common Stock. At the sole option
of the EXECUTIVE any unpaid salary and/or benefits recited in the
employment contract, at the election of the executive, EXECUTIVE may
exchange any portion or all of any unpaid salary and/or benefits
accrued to the benefit of the EXECUTIVE, for Class-A Common Stock at
the exchange rate equal to 100% of the then book value of the
COMPANY's Stock, as determined by most recent previously issued 6
month financial statement, either the unaudited June 30th or the
audited December 31st; After each such exchange [common stock for
unpaid and accrued salary and/or benefits] the COMPANY shall pay to
the executive no later than when due by the then IRS code, a tax
incentive bonus equal to any personal income tax liability for the
EXECUTIVE that may result, because of any said exchanges for relief of
debt owed by COMPANY to the EXECUTIVE, above mentioned.
All other terms and conditions of the original EXECUTIVE Employment agreement of
June 11, 1992 are in full force and effect as if full restated herein at length,
and as attached hereto for reference.
IN WITNESS WHEREOF, this Agreement has been duly signed by the EXECUTIVE and on
behalf of the COMPANY on the day and year first above written.
As to the "COMPANY"
By s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Southern Security Bank Corporation
As to the "EXECUTIVE"
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EXECUTIVE EMPLOYMENT AGREEMENT
OF
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
AGREEMENT effective this 11th day of June, 1992, by and between
SOUTHERN SECURITY BANK CORPORATION, a Florida corporation, having its principal
place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, Post Office Box
1064, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter the "COMPANY"), and ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, whose address is: Post ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ (hereinafter the "EXECUTIVE").
For the mutual covenants hereinafter set forth and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the COMPANY
agrees to employ the EXECUTIVE and the EXECUTIVE agrees to be employed by the
COMPANY on the following terms and conditions:
1. Term.
The term of this Executive Employment Agreement (hereinafter the
"Agreement") shall be for a period of five (5) years commencing on June
11, 1992, (the "Commencement Date") and ending on the fifth (5th)
anniversary of the Commencement Date, to-wit, June 11, 1997. Any
renewal of this Agreement shall be negotiated, reduced to writing, and
executed by the parties hereto no less than one (1) year prior to the
expiration of this Agreement. If at least six (6) months prior to the
expiration of this Agreement the parties have failed to agree upon the
renewal terms of this Agreement and the COMPANY has not delivered
written notice to the EXECUTIVE of the COMPANY's intent to terminate
this Agreement on the expiration thereof, this Agreement shall
automatically be extended for an additional five (5) year period.
2. Employment Duties.
The EXECUTIVE shall devote his efforts, skills, attention, and such
time as he deems necessary, exclusively to the business and affairs of
the COMPANY and shall serve the COMPANY faithfully and competently and
shall at all times act in the COMPANY's best interest. The EXECUTIVE
shall serve as the COMPANY's President, Senior Loan Officer, and Chief
Operating Officer, all under the direction of the COMPANY's Chairman
and Chief Executive Officer. In addition, the EXECUTIVE shall serve on
the COMPANY's Board of Directors. EXECUTIVE shall manage all aspects of
the activities and functions of the COMPANY and its affiliate banking
companies and subsidiaries under the supervision of the Chief Executive
Officer. Such management responsibilities shall include:
(a) Planning, implementation, and control of present and future
organizational objectives.
(b) Preparation and/or supervision of the preparation of the
fiscal budgeting for the COMPANY.
(c) Review of the fiscal budgeting and planning for the COMPANY's
affiliates and subsidiaries.
(d) Managerial support and assistance to the COMPANY's affiliates
and subsidiaries.
(e) Managerial support and formulation of policies for the COMPANY
and the COMPANY's affiliates and subsidiaries regarding the
investment and loan portfolios thereof including serving as
Chairman of the COMPANY's loan committee or committees and,
where necessary - as voting member of the COMPANY's asset,
liability, management, and ALCO committees.
(f) Solicitation, recruitment, and procurement of financial
institutions as potential candidates for investment,
acquisition, or merger by or with the COMPANY.
(g) Negotiation of letters of intent, stock purchase agreements,
and/or merger agreements between the COMPANY and financial
institutions for investment, acquisition, and/or merger by or
with the COMPANY.
(h) Supervision and coordination of the examination of the assets,
liabilities, and capital accounts of financial institutions
for investment, acquisition, and/or merger by or with the
COMPANY.
(i) Supervision and coordination of the pre-closing, closing, and
post-closing activities for acquisition of financial
institutions by the COMPANY.
(j) Supervision, performance, and/or coordination of regulatory
affairs with the Federal Reserve Bank, the Florida
Department of Banking and Finance, the Office of the
Comptroller of the Currency, the Federal Deposit Insurance
Corporation, the Securities Exchange Commission, and other
governmental agencies regarding the ongoing operations of
the COMPANY and the COMPANY's subsidiaries and affiliates,
including supervision and coordination of applications to
said governmental agencies for pre-closing, closing, and
post- closing activities for acquisition of financial
institutions by the COMPANY.
The EXECUTIVE's sole place of employment with the COMPANY shall be
located in Palm Beach County, Florida.
3. Base Compensation.
The COMPANY shall pay to the EXECUTIVE, and the EXECUTIVE agrees to
accept, minimum base compensation of:
(a) One Hundred Twenty Thousand Dollars ($120,000) per year for
the initial year of this Agreement, which base compensation
shall increase to
(b) One Hundred Twenty-nine Thousand Six Hundred Dollars
($129,600) per year on the first anniversary of the
Commencement Date, to
(c) One Hundred Thirty-nine Thousand Nine Hundred Dollars
($139,900) per year on the second anniversary of the
Commencement Date, to
(d) One Hundred Fifty-one Thousand One Hundred Dollars
($151,100) per year on the third anniversary of the
Commencement Date, to
(e) One Hundred Sixty-three Thousand Three Hundred Dollars
($163,300) per year on the fourth anniversary of the
Commencement Date.
(f) In the event the employment is extended for any period as
provided for in this Agreement, the salary shall increase
for each subsequent year at a rate equal to the greater of:
108% of the previous years' salary or the EXECUTIVE's last
years' salary increased by the Consumer Price Index, CPI,
rounded up to the nearest $100. For example, on the fifth
anniversary of the Commencement Date under this Agreement,
the EXECUTIVE's salary shall be equal to the greater of:
$163,300 times 1.08 which equals $176,400 or the CPI
increase (assuming the CPI for this period is 10%), then the
next years' salary would increase to $179,700 it being the
greater amount.
4. Additional Compensation.
In addition to the base compensation set forth in Paragraph 3, above,
the COMPANY shall pay the EXECUTIVE the following as additional
compensation.
(a) During the term of this Agreement and any renewal term thereof, the
EXECUTIVE shall receive, for each fiscal year of the COMPANY (or part
thereof as to fiscal year 1992), a salary incentive equal to 2.5% of
the pre-tax net income of the COMPANY, which bonus incentive shall be
paid in cash to the EXECUTIVE within fifteen (15) days after receipt by
the COMPANY of the COMPANY's audited financial statements for the
fiscal year. If this Agreement is terminated prior to the end of the
fiscal year, the incentive bonus due to the EXECUTIVE shall be prorated
through the last day of EXECUTIVE's employment during such fiscal year.
For purposes of calculating the bonus incentive, pre-tax net income
shall be based upon the COMPANY's pre-tax net income and the
EXECUTIVE's bonus incentive by the COMPANY's independent certified
public accountant shall be conclusive and binding upon the COMPANY and
the EXECUTIVE. If the EXECUTIVE is required to pay any income taxes
attributable to the foregoing, the COMPANY shall pay said taxes, when
due.
(b) In addition, in the event the COMPANY acquires all, or a portion
of, or merges with an existing financial institution, the EXECUTIVE
shall receive an incentive bonus equal to 0.20% of the gross assets for
each such transaction, which bonus shall be payable upon the closing of
such acquisition. For example, is such a transaction represented $50
million in assets, the bonus would be equal to $100,000. ($50,000,000 x
0.0020= $100,000). If the EXECUTIVE is required to pay any income taxes
attributable to the foregoing, the COMPANY shall pay said taxes, when
due.
5. Stock Options.
(a) As of June 11, 1992, the COMPANY hereby grants to EXECUTIVE
stock options to purchase the greater of One Hundred
Fifty-six Thousand ($156,000) shares of the COMPANY's common
stock, or 3.0% of the outstanding shares issued pursuant to
the Private Offering Memorandum dated June 11, 1992, or any
future offerings. Public or Private, at a price equal to
110% of the Book Value per share, on the date said Stock
Options are granted. For example, let us assume that the net
worth of the Company was equal to $1 Million, and the then
total number shares outstanding was 10 Million shares, on
the date of granting of said options, then the Option Price
would be equal to 11(cent)per share;
($1,000,000/10,000,000)x110% = $0.11/share. Options for the
greater of Thirty-one Thousand Two Hundred (31,200) shares
or 0.60% of the then total outstanding shares shall vest and
become exercisable on each of the four annual anniversaries
following the Commencement Date. In the event any additional
or future Private or Public offerings are consummated,
EXECUTIVE shall be immediately entitled to additional stock
options in amounts and equivalent percentages as recited in
this paragraph at the price computed in the above example,
pursuant to any future Public or Private offerings; the
EXECUTIVE shall have been granted stock options totaling
least 3.0% of the total outstanding shares. The EXECUTIVE
may exercise any such stock options at or prior to ten years
(10 years) following the granting of any such stock options
at EXECUTIVE's sole discretion, whether or not the EXECUTIVE
is employed by the COMPANY. This Stock Option provision does
not require execution of any other agreement; the granting
of the options recited above shall be automatic, and does
not require annual "granting" letters to the EXECUTIVE by
the COMPANY.
(b) If permitted by applicable law, the COMPANY shall loan to
EXECUTIVE such amounts as may be required in order for
EXECUTIVE to exercise the stock options provided in this
Paragraph 5 the amount of which loan shall not be in excess of
the exercise price thereof. The terms of any such loan shall
include a period of repayment of not less than thirty (30)
months and an annual interest rate not in excess of the Prime
Rate plus 1$, subject, however, to applicable state and
federal law and regulations.
(c) If the Agreement or any renewal thereof terminates for any
reason, all stock options provided in this Paragraph 5 shall
fully vest and become exercisable as of the date of
termination of this Agreement and the EXECUTIVE shall have ten
(10) years from the date of such termination to exercise such
stock options.
(d) If any stock option provided in this Paragraph 5 does not
qualify as an "incentive stock option" as defined in Section
422 of the Internal Revenue Code of 1986, as amended, the
COMPANY shall reimburse the EXECUTIVE for the amount of any
taxes which the EXECUTIVE is required to pay by reason
thereof, which payment shall be made within five (5) days
notice by EXECUTIVE to COMPANY, when such EXECUTIVE's tax
payment is due.
6. Executive Benefits.
The COMPANY shall provide EXECUTIVE with the following benefits:
(a) At the COMPANY's sole expense, comprehensive medical and
dental insurance for the EXECUTIVE, his spouse, and his
children.
(b) Disability insurance as follows:
(1) For the first year of the EXECUTIVE's disability,
disability benefits payable to the EXECUTIVE in an
amount equal to the greater of One Hundred Thousand
Dollars ($100,000) or sixty (60%) percent of the
EXECUTIVE's total annual compensation (including base
compensation, additional compensation, and any other
benefit provided to the EXECUTIVE under this
Agreement which is deemed income to the EXECUTIVE)
based upon the twelve (12) month period ending on the
date the EXECUTIVE became disabled;
(2) For each year disability payments are payable to the
EXECUTIVE after the initial year, an amount equal to
the amount payable in the initial year, plus cost of
living increases equal to the lesser of the CPI or
twelve (12%) percent;
(3) The disability benefits shall be payable to the
EXECUTIVE until he reaches the age of sixty-five
(65);
(4) The disability benefits shall be paid to the
EXECUTIVE on a monthly basis;
(5) The policy of disability insurance shall be owned by
the EXECUTIVE and the EXECUTIVE shall pay the
premiums therefor for which the COMPANY shall
reimburse the EXECUTIVE for said taxes.
(c) A whole life annuity insurance policy in the face amount of
One Million Seven Hundred Fifty Thousand Dollars
($1,750,000) wherein the EXECUTIVE is the owner of said
policy. The COMPANY shall purchase said policy within ten
(10) days of the date of execution of this Agreement and
shall maintain and pay the premiums for said policy for a
period of eight (8) years thereafter regardless of whether
this Agreement is terminated prior thereto. Any income taxes
which the EXECUTIVE is required to pay as a result of the
COMPANY's payment of the premiums on said policy shall be
reimbursed to the EXECUTIVE by the COMPANY. The EXECUTIVE
shall have the right to designate the beneficiaries of said
policy.
(d) The EXECUTIVE shall permit the COMPANY to purchase and
maintain at the COMPANY's sole expense term life insurance
coverage on the EXECUTIVE's life in an amount not in excess
of One Million Dollars ($1,000,000) and the COMPANY shall be
the beneficiary of said policy.
(e) Membership for the EXECUTIVE and his family in two (2)
country clubs of EXECUTIVE's choice including, but limited
to, the Boca Raton Hotel and Country Club. The COMPANY shall
pay the EXECUTIVE's initiation fees, annual dues, and usage
charges for said memberships, which memberships shall be in
the name of the EXECUTIVE and his family. Upon termination
of this Agreement, said memberships shall be retained by and
transferred to the EXECUTIVE. If the EXECUTIVE is required
to pay income tax attributable to these memberships, the
COMPANY shall reimburse the EXECUTIVE for said income taxes.
(f) An automobile allowance for the term of this Agreement of
Nine Hundred Dollars ($900) per month, plus annual increases
thereof equal to the increases in the CPI, plus sales taxes,
insurance, tag and registration fees, maintenance and
servicing expenses, costs of tires and accessories, fuel and
lubrication costs, and mobile cellular telephone expense,
usage tolls and costs. If the EXECUTIVE is required to pay
any income taxes attributable to the foregoing, the COMPANY
shall reimburse the EXECUTIVE for said taxes, when due.
(g) If this Agreement is terminated for any reason other than
the EXECUTIVE's death or permanent disability, the COMPANY
shall continue to pay all premiums on the EXECUTIVE's
comprehensive medical and dental insurance, and disability
insurance for a period of two (2) years following the date
of termination.
(h) The COMPANY shall reimburse the EXECUTIVE for expenditures
made by the EXECUTIVE on behalf of the COMPANY (i.e.,
business expenses).
7. Vacation.
EXECUTIVE shall be entitled to a paid vacation for four (4) calendar
weeks per year during the employment period. Such vacation time
allowance shall not cumulatively accrue, and any unused vacation time
for each year of the employment period shall be not be forfeited by
EXECUTIVE if any such unused vacation days are not used during such
year, may be used in any subsequent year[s] at the EXECUTIVE's
discretion. EXECUTIVE shall also be entitled to all paid holidays made
generally available by the COMPANY.
8. Death or Disability.
If, while the EXECUTIVE is employed by the COMPANY, he dies or suffers
a physical or mental disability which prevents him, for a period of six
(6) consecutive months, from performing his employment duties under
this Agreement, his employment shall terminate effective the date of
death or the end of such six month period, as applicable. In the event
of such termination, the EXECUTIVE's base compensation and additional
compensation shall be continued for a period of twelve (12) months,
after such termination, and shall be paid to the EXECUTIVE if he is
alive, or to his personal representatives, if deceased, and shall be in
addition to any other compensation or benefits provided for in this
Agreement.
9. Change of Control.
(a) For the purposes of this Agreement, a "Change of Control"
shall be deemed to have taken if:
(1) any person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934 as
amended, becomes the owner or beneficial owner of the
COMPANY securities, after the date of this Agreement,
having twenty (20%) percent or more of the combined
voting power of the then outstanding securities of
the COMPANY that may be cast for the election of
directors of the COMPANY (other than as a result of
an issuance of securities initiated by the COMPANY,
or open market purchases approved by the Board, as
long as the majority of the Board approving the
purchases is the majority at the time the purchases
are made), or
(2) the persons who were the directors of the COMPANY
before such transactions shall cease to constitute a
majority of the Board of the COMPANY, or any
successor to the COMPANY, as the direct or indirect
result of, or in connection with, any cash tender or
change offer, merger or other business combination,
sale of assets or contested election or any
combination of the foregoing transactions.
(b) The EXECUTIVE may at any time after the date on which the
change of control occurs terminate this Agreement upon the
giving of at least sixty (60) days written notice and the
COMPANY shall pay the EXECUTIVE a lump sum amount equal to
200% of the EXECUTIVE's total annual compensation (including
base compensation, additional compensation, and any other
benefits provided under this Agreement which are deemed
taxable income to the EXECUTIVE) based upon the twelve (12)
month period ending on the effective date of the
termination, which payment shall be made within five (5)
days after the effective date of said termination.
10. Termination.
(a) The COMPANY may terminate this Agreement at any time for
cause. "Cause" shall mean an order of the FDIC, the Board of
Governors of the Federal Reserve System, the Florida
Department of Banking and Finance, or any other governmental
agency with lawful jurisdiction thereof, which prohibits the
EXECUTIVE from participation in the conduct of the affairs
of the COMPANY, which order has become final after all
judicial and/or administrative appeals have been exhausted.
If the COMPANY elects to terminate the EXECUTIVE for cause
as herein provided, the effective date of such termination
shall be the date on which said order becomes final as
defined herein and the COMPANY shall be obligated to pay to
EXECUTIVE all compensation he is entitled to under the terms
of this Agreement.
(b) The EXECUTIVE may terminate this Agreement or any renewal
thereof at any time upon the giving of sixty (60) days
written notice to the COMPANY and, upon the effective date
of such termination, the COMPANY shall pay the EXECUTIVE the
lump sum payment described in Paragraph 9(b) of this
Agreement within five (5) days after the date of such
termination. In addition, the employee benefits provided to
the EXECUTIVE shall continue for the periods of time as set
forth in this Agreement.
11. Restrictive Covenant.
(a) During the time the EXECUTIVE is employed by the COMPANY
under this Agreement and for a six (6) month period after
EXECUTIVE's employment with the COMPANY terminates, the
EXECUTIVE shall not, directly or indirectly, be an owner,
partner, joint venturer, employee, officer, director, or
shareholder (unless as owner of no more than ten [10%]
percent of the issued and outstanding capital stock of such
entity or unless such stock is traded on a major securities
exchange or otherwise as a purely passive shareholder), of
any financial institution, which is in competition with the
COMPANY and which operates anywhere in Palm Beach County,
Florida.
(b) Notwithstanding any provision in Paragraph 11(a), above, or
any other provision of this Agreement to the contrary, the
EXECUTIVE shall be permitted to:
(1) Invest and/or participate in the management of
companies or other entities which are not in
competition with the COMPANY,
(2) Engage in real estate transactions and earn
commissions thereby as a real estate broker, provided
that all such transactions are fully disclosed to the
COMPANY's Chief Executive Officer or the Board of
Directors;
(3) To serve on the boards of directors, serve as a
trustee, or be a member of audit committees, of other
entities where the EXECUTIVE may receive director
fees, consulting fees, or advisory fees therefrom,
provided that such service does not materially
interfere with the EXECUTIVE's employment duties as
set forth in this Agreement.
12. Severability.
Invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provisions.
13. Terminology.
All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, shall include all other genders;
the singular shall include the plural and vice versa. Titles of
Paragraphs are for convenience only, and neither limit nor amplify the
provisions of the Agreement itself.
14. Governing Law.
This Agreement shall be governed and construed in accordance with the
laws of the State of Florida.
15. Entire Agreement.
This Agreement contains the entire understanding between parties and
may not be changed or modified except by an Agreement in writing signed
by all the parties.
16. Notice.
Any Notice required or permitted to be delivered hereunder shall be
deemed to be delivered when deposited in the United States mail,
postage prepaid, registered or certified mail, return receipt
requested, addressed to the parties at the addresses first stated
herein, or to such other address as either party hereto shall from time
to time designate to the other party by notice in writing as provided
herein.
17. Other Instruments.
The parties hereby covenant and agree that they will execute such other
and further instruments and documents as are or may become necessary or
convenient to effectuate and carry out the terms of this Agreement.
18. Counterparts.
This Agreement may be executed in any number of counterparts and each
such counterpart shall for all purposes be deemed an original.
19. Assignability.
This Agreement shall not be assigned by either party, except with the
written consent of the other.
20. Attorneys' Fees.
In any litigation arising out of this Agreement, the prevailing party
shall be entitled to all costs and expenses, including reasonable
attorneys' fees, and all costs and expenses including reasonable
attorneys' fees for appellate proceedings. Venue for such litigation
shall be Palm Beach County, Florida.
IN WITNESS WHEREOF, this Agreement has been duly signed by the EXECUTIVE and on
behalf of the COMPANY on the day and year first above written.
As to the "COMPANY"
By
▇▇▇▇▇▇ ▇. Modder, Chief Executive Officer
and Chairman of the Board
As to the "EXECUTIVE"
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By
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