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Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into effective as of October 8, 1999
by and between PROVANT, Inc., a Delaware corporation (including, for purposes of
Sections 5(c) and (d), 8, 9, 10 and 13(a), its direct and indirect subsidiaries,
the "Company"), and Xxxxxx X. Xxxxxxx, of Marietta, Georgia (the "Executive").
In consideration of the mutual promises, terms, provisions and
conditions set forth in this Agreement, the parties hereby agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions set forth in
this Agreement, the Company hereby offers and the Executive hereby accepts
employment.
2. TERM. Subject to earlier termination as hereafter provided,
the Executive's employment hereunder shall be for a term of three (3) years,
commencing as of the date hereof (the "Effective Date"). The term of this
Agreement, as from time to time extended or renewed, is hereafter referred to as
"the term of this Agreement" or "the term hereof." The Executive shall commence
providing services for the Company thirty (30) days from the date hereof or on
such earlier date as shall be mutually agreed upon by the Company and the
Executive.
3. CAPACITY AND PERFORMANCE.
(a) During the term hereof, the Executive shall serve as
President and Chief Operating Officer of the Company. In addition, and
without further compensation, the Executive shall serve as a director
of the Company and an officer and/or director of one or more of the
Company's subsidiaries if so elected or appointed from time to time.
The Company agrees to nominate the Executive for election to the Board
of Directors of the Company (the "Board") at the next regularly
scheduled meeting of the Board following the Effective Date.
(b) During the term hereof, the Executive shall be employed by
the Company on a full-time basis and shall have all powers and duties
consistent with his position as the President and Chief Operating
Officer of the Company reporting to and subject to the direction and
control of the Company's Chief Executive Officer and the Board, and
shall perform such other duties and responsibilities on behalf of the
Company and its subsidiaries as may reasonably be designated from time
to time by the Board consistent with the position of President and
Chief Operating Officer.
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(c) During the term hereof, the Executive shall devote
substantially all of his full business time and his best efforts,
business judgment, skill and knowledge to the advancement of the
business and interests of the Company and to the discharge of his
duties and responsibilities hereunder. The Executive shall not engage
in any other business activity or serve in any industry, trade,
professional, governmental or academic position during the term of this
Agreement, except as may be expressly approved in advance by the Board
in writing or to the extent that any such activity or service does not
materially and adversely affect the discharge of his duties and
responsibilities hereunder.
(d) The Executive acknowledges and agrees that he shall be
located at the Company's principal office, currently in Boston,
Massachusetts.
4. COMPENSATION AND BENEFITS. As compensation for all services performed
by the Executive under and during the term hereof and subject to performance of
the Executive's duties and obligations, pursuant to this Agreement or otherwise:
(a) BASE SALARY. The Company shall pay the Executive a base
salary at the rate of Five Hundred Thousand Dollars ($500,000) per
annum, payable monthly ("Base Salary").
(b) BONUS COMPENSATION. The Executive shall receive a bonus of
Two Hundred Fifty Thousand Dollars ($250,000) for the fiscal year ended
June 30, 2000. The Executive shall have the opportunity to receive an
additional bonus of Fifty Thousand Dollars ($50,000) for the year ended
June 30, 2000 and annual bonuses of up to fifty percent (50%) of Base
Salary for each subsequent fiscal year, in each case upon achievement
of goals to be agreed upon by the Executive and the Compensation
Committee of the Board. Bonus goals and objectives shall be consistent
with the bonus goals and objectives of other senior executives of the
Company. All bonuses shall be paid at such time as bonuses are
regularly paid to senior executives of the Company.
(c) STOCK OPTIONS. The Executive shall receive a non-qualified
stock option to purchase two hundred twenty-five thousand (225,000)
shares of Common Stock of the Company at an exercise price equal to the
closing price for shares of Common Stock of the Company as reported on
Nasdaq on the Effective Date, the fair market value of a share of the
Company's Common Stock on the date the Executive accepted employment.
This option shall be exercisable in equal annual installments over the
three-year period from the date of grant provided that the Executive is
in the employ of the Company on the exercise date (subject to the
provisions of Section 6 hereof) and shall otherwise contain terms and
conditions consistent with the terms and conditions of options
regularly granted to senior
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executives of the Company and the Company's 1998 Equity Incentive Plan.
The Company's Chief Executive Officer shall recommend to the
Compensation Committee of the Board that for fiscal years beginning
July 1, 2000, the Executive will receive additional stock options for
more than one hundred thousand (100,000) shares of the Company's Common
Stock based upon continued satisfactory job performance.
(d) VACATIONS. During the term hereof, the Executive shall be
entitled to four (4) weeks of vacation per annum, to be taken at such
times and intervals as shall be determined by the Executive, subject to
the reasonable business needs of the Company. Vacation time shall not
cumulate from year to year.
(e) OTHER BENEFITS. During the term hereof and subject to any
contribution therefor generally required of employees of the Company,
the Executive shall be entitled to participate in any and all employee
benefit plans from time to time in effect for employees of the Company
generally, except to the extent such plans are in a category of benefit
(including, without limitation, bonus compensation and severance
compensation) otherwise provided to the Executive. Such participation
shall be subject to (i) the terms of the applicable plan documents,
(ii) generally applicable Company policies and (iii) the discretion of
the Board or any administrative or other committee provided for in or
contemplated by such plan. The Company may alter, modify, add to or
delete any of the employee benefit plans maintained for its employees
generally at any time as it, in its sole judgment, determines to be
appropriate, without recourse by the Executive. A summary of the
Company's employee benefit plans has been provided to the Executive.
(f) BUSINESS EXPENSES. The Company shall pay or reimburse the
Executive for all reasonable and necessary business expenses incurred
or paid by the Executive in the performance of his duties and
responsibilities hereunder, subject to any maximum annual limit and
other reasonable restrictions on such expenses set by the Board and to
such reasonable substantiation and documentation as may be specified by
the Company from time to time consistent with the requirements imposed
on other senior executives of the Company.
(g) RELOCATION. The Company shall pay the relocation expenses
of the Executive and his family to relocate to the Boston,
Massachusetts area and shall introduce the Executive to real estate
brokers and other professionals to assist the Executive and his family
in obtaining home in the Boston, Massachusetts area. The Executive
shall receive such other relocation benefits as have been agreed upon
by the Executive and the Company's Chief Financial Officer as set forth
in a separate letter.
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5. TERMINATION OF EMPLOYMENT AND SEVERANCE BENEFITS. Notwithstanding the
provisions of Section 2 hereof, the Executive's employment hereunder shall
terminate prior to the expiration of the term hereof under the following
circumstances and under the circumstances set forth in Section 6:
(a) DEATH. In the event of the Executive's death during
the term hereof, the Executive's employment hereunder shall immediately
and automatically terminate. In that event, the Company shall pay to
the Executive's designated beneficiary or, if no beneficiary has been
designated by the Executive, to his estate, any earned and unpaid Base
Salary, prorated through the date of his death.
(b) DISABILITY.
(i) The Company may terminate the Executive's
employment hereunder, upon notice to the Executive, in the
event that the Executive becomes disabled during his
employment hereunder through any illness, injury, accident or
condition of either a physical or psychological nature and, as
a result, is unable to perform substantially all of his duties
and responsibilities hereunder for ninety (90) days during any
period of three hundred sixty-five (365) consecutive calendar
days. Upon such termination, the Executive shall be entitled
to receive severance benefits as provided in Section 5(d)
reduced by disability income benefits received by the
Executive under any disability plan provided by the Company.
(ii) The Board may designate another employee to act
in the Executive's place during any period of the Executive's
disability. Notwithstanding any such designation, the
Executive shall continue to receive the Base Salary in
accordance with Section 4(a) and his other benefits pursuant
to Section 4(e), to the extent permitted by the then-current
terms of the applicable benefit plans, until the Executive
becomes eligible for disability income benefits under any
disability income plan provided by the Company or until the
termination of his employment, whichever shall first occur.
(iii) If any question shall arise as to whether, during
any period, the Executive is disabled through any illness,
injury, accident or condition of either a physical or
psychological nature such that he is unable to perform
substantially all of his duties and responsibilities
hereunder, the Executive may, and at the request of the
Company shall, submit to a medical examination by a physician
selected by the Company to whom the Executive or his duly
appointed guardian, if any, has no reasonable objection, to
determine whether the Executive is so disabled, and such
determination shall for the purposes of this Agreement be
conclusive of the issue. If such question shall arise and the
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Executive shall fail to submit to such medical examination,
the Company's determination of the issue shall be binding on
the Executive.
(c) BY THE COMPANY FOR CAUSE. The Company may terminate the
Executive's employment hereunder for Cause at any time upon notice to
the Executive setting forth in reasonable detail the nature of such
Cause. The following, as determined by the Board in its reasonable and
good faith judgment, shall constitute Cause for termination: (i)
conviction in a court of law of any felony or a plea of nolo contendere
to such an offense, (ii) commission of any act involving theft,
embezzlement, fraud, dishonesty or moral turpitude which act relates to
or otherwise has an adverse effect (including through publicity) on the
Company, (iii) material breach of any of the material provisions of
this Agreement (other than breaches of the nature described in clause
(iv) below) or of any other material agreement between the Executive
and the Company, or (iv) repeated and consistent willful misconduct or
dereliction of duty in the performance of his duties under this
Agreement, or repeated and consistent failure to be present at work
(other than by reason of illness or disability), which conduct or
failure continues for more than thirty (30) days after notice given to
the Executive, such notice to set forth in reasonable detail the nature
of such conduct or failure. Before the Executive is terminated for
Cause, he shall be given reasonable notice and an opportunity to be
heard. Upon the giving of notice of termination of the Executive's
employment hereunder for Cause, the Company shall not have any further
obligation or liability to the Executive, other than for Base Salary
earned and unpaid, accrued vacation time and unreimbursed business
expenses outstanding at the date of termination.
(d) SEVERANCE PAYMENTS. If the Executive's employment is
terminated by the Company other than for Cause, the Executive shall be entitled,
subject to the immediately following sentence, to receive as a severance benefit
periodic payments in an amount equal to his Base Salary in effect at the date of
such expiration divided by the number of payroll periods per year then
applicable to executives of the Company (hereinafter, "Severance Payments"), for
a period equal to the period of his covenant not to compete as set forth in
Section 8. In addition, he shall be deemed to have remained in the employ of the
Company for a period of twelve (12) months following the date of such
termination for purposes of the stock option granted to him pursuant to Section
4(c) in order to determine the number of shares of Common Stock of the Company
as to which such stock option is exercisable. The Executive's rights to receive
Severance Payments and additional employment credit for purposes of his stock
option hereunder is conditioned upon (i) the Executive's prior execution and
delivery to the Company of a general release of any and all claims and causes of
action of the Executive against the Company and the Company's and its
subsidiaries' officers and directors, excepting only the right to any Base
Salary and/or reimbursable expenses then accrued and unpaid under Section 4 of
this Agreement, and (ii) the Executive's continued performance of those
obligations hereunder
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that continue by their express terms after the termination of his employment,
including without limitation those set forth in Sections 8 and 9. Any Severance
Payments to be paid hereunder shall be payable in accordance with the payroll
practices of the Company for its executives generally as in effect from time to
time, and subject to all required withholding of taxes.
6. CHANGE OF CONTROL.
(a) RIGHT TO CHANGE OF CONTROL BENEFITS. The Company agrees
that the Executive shall have the right to terminate this Agreement and
receive the severance benefits set forth in subsection (c) below in the
event of a Change in Control (as defined in subsection (b) below) under
the circumstances described in this Section 6. No right to terminate or
benefits shall be applicable or payable under subsection (c) below
unless there shall have been a Change in Control.
(b) CHANGE IN CONTROL. For purposes of this Agreement, a
"Change in Control" shall mean a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
the Company is in fact required to comply therewith; provided, that,
without limitation, such a change in control shall be deemed to have
occurred if:
(i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than the Company,
any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50.01%
or more of the combined voting power of the Company's then
outstanding securities;
(ii) during the period of twenty-four (24) consecutive
months (not including any period prior to the date of this
Agreement), individuals who at the beginning of such period
constitute the Board and any new director whose election by
the Board or nomination for election by the Board or by the
stockholders of the Company was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of such period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute a majority
thereof;
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(iii) the Company shall have consummated a merger or
consolidation with any other corporation, other than a merger
or consolidation which results in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at
least 50% of the combined voting securities of the Company or
such surviving entity outstanding immediately after such
merger or consolidation; or
(iv) the Company shall have liquidated or sold all or
substantially all of the Company's assets.
(c) BENEFIT. In the event that (i) within six months of a
Change of Control the Executive dies or his employment is terminated by
reason of disability pursuant to Section 5(b) or the Executive
terminates his employment with the Company for Good Reason (as
hereinafter defined), (ii) within twelve months after a Change of
Control the Executive's employment with the Company is terminated by
the Company for any reason other than for Cause as defined in Section
5(c), or (iii) within the period beginning on the sixth monthly
anniversary of the Change of Control and ending on the twelfth monthly
anniversary of the Change of Control the Executive terminates his
employment with the Company for any reason (including, without
limitation, death or disability), the Executive shall receive a lump
sum compensation, payable within five days after termination of his
employment, equal to two times his Base Salary immediately prior to the
Change of Control. In addition, (i) the Company shall maintain in full
force and effect, for the continued benefit of the Employee and/or his
family for two years after the date his employment terminates or, if
earlier, the date the Executive receives comparable coverage from a new
employer, all medical and dental insurance plans in which he was
entitled to participate immediately prior to the Change of Control,
provided that his continued participation is possible under the general
terms and provisions of such plans (in the event that his participation
in any such plan is barred, the Company shall arrange to provide the
Executive with benefits substantially similar to those which he is
entitled to receive under such plans), and (ii) all outstanding stock
options which the Executive holds shall vest and become exercisable
immediately upon a Change of Control.
(d) GOOD REASON. For purposes of this Agreement, "Good Reason"
means:
(i) the assignment to the Executive of any duties
inconsistent in any respect with his position (including
status, offices, titles and reporting requirements),
authority, duties or responsibilities as in effect on the date
of the Change of Control, or any other action by the Company
which results in a diminution in such position, authority,
duties or responsibilities, excluding
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for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the
Company promptly after receipt of notice from the Executive;
(ii) any reduction of the Executive's Base Salary or
the failure by the Company to provide him with incentive
compensation, welfare benefits, retirement benefits and other
benefits which in the aggregate are no less favorable than the
benefits to which he was entitled prior to the Change of
Control;
(iii) the Company's requiring the Executive to be based
at any office or location other than the office and location
at which he is employed on the date of the Change of Control,
except for travel reasonably required in the performance of
his responsibilities; or
(iv) any action taken or suffered by the Company as of
or following the Change of Control (such as, without
limitation, transfer or encumbrance of assets or incurring of
indebtedness) which materially impairs the ability of the
Company to make any payments due or which may become due to
the Executive under this Agreement.
7. EFFECT OF TERMINATION. Upon termination of this Agreement, all
obligations and provisions of this Agreement shall terminate except with respect
to any accrued and unpaid monetary obligations and except for the provisions of
Section 8 through (and inclusive of) 23 hereof.
8. COVENANT NOT TO COMPETE. Provided only that the Company is not then
in default on its payment obligations under this Agreement, for a period of
three (3) years from the date the Executive's employment with the Company
terminates, whether during the term hereof or thereafter and regardless of the
reason therefor, the Executive will not engage or become interested, directly or
indirectly, as an owner, employee, director, partner, consultant, through stock
ownership, investment of capital, lending of money or property, rendering of
services, or otherwise, either alone or in association with others, in the
operation, management or supervision of any type of business or enterprise in
any way similar to or competitive with the business of the Company. In addition,
during such period the Executive will not, directly or indirectly, whether on
his behalf or on behalf of anyone else, (a) solicit or accept orders from any
present or past customer of the Company for a product or service offered or sold
by, or competitive with a product or service offered or sold by, the Company;
(b) induce or attempt to induce any such customer to reduce such customer's
purchases from the Company; (c) use for the benefit of the Executive or disclose
the name and/or requirements of any such customer to any other person or
persons, natural or corporate; or (d) solicit any of the Company's employees or
consultants to leave the employ
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of the Company or hire anyone who was an employee of the Company or a consultant
to the Company at any time within one year prior to the date the Executive's
employment with the Company terminated. The foregoing restrictions shall not
prevent the Executive from hiring or otherwise engaging any professional firm.
9. CONFIDENTIAL INFORMATION.
(a) The Executive acknowledges that the Company will
continually develop Confidential Information, that the Executive may
develop Confidential Information for the Company and that the Executive
may learn of Confidential Information during the course of employment.
The Executive agrees that, except as required for the proper
performance of his duties for the Company, he will not, directly or
indirectly, use or disclose any Confidential Information, as defined
below. The Executive understands and agrees that this restriction will
continue to apply after his employment terminates, regardless of the
reason for termination.
(b) The Executive agrees that all Confidential Information
which he creates or to which he has access as a result of his
employment is and shall remain the sole and exclusive property of the
Company. Except as required for the proper performance of his duties,
the Executive will not copy any documents, tapes or other media
containing Confidential Information ("Documents") or remove any
Documents, or copies, from Company premises. The Executive will return
to the Company immediately after his employment terminates, and at such
other times as may be specified by the Company, all Documents and
copies and all other property of the Company then in his possession or
control.
10. ENFORCEMENT OF COVENANTS. The Executive acknowledges that he has
carefully read and considered all the terms and conditions of this Agreement,
including the restraints imposed upon him pursuant to Sections 8 and 9 hereof.
The Executive further agrees that all goodwill of the Company is its exclusive
property. The Executive further acknowledges and agrees that, were he to breach
any of the covenants contained in Section 8 or 9 hereof, the damage would be
irreparable. The Executive therefore agrees that the Company, in addition to any
other remedies available to it, shall be entitled to preliminary and permanent
injunctive relief against any breach or threatened breach by the Executive of
any of said covenants, without having to post bond, provided the Company has
made a prima facie showing of such a breach or threatened breach.
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11. INDEMNIFICATION. Subject to the second sentence of this Section 11,
the Company agrees to indemnify the Executive against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, together with counsel fees, in each case reasonably
incurred by him in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, in which he may be involved
or with which he may be threatened during the term of this Agreement or
thereafter, in each case to the extent incurred by reason of his serving or
having served (a) as an executive officer or director of the Company, or (b) at
its request as a director or executive officer of any organization in which the
Company directly or indirectly owns shares or of which it is directly or
indirectly a creditor, or (c) at its request in any capacity with respect to any
employee benefit plan. Notwithstanding the immediately preceding sentence, the
Company shall not indemnify the Executive if the Executive (i) did not act in
good faith and in a manner the Executive reasonably believed to be in or not
opposed to the best interests of the Company, or (ii) with respect to any
criminal action or proceeding, had reasonable cause to believe that the
Executive's conduct was unlawful. The Company shall purchase and maintain in
force directors' and officers' liability insurance having policy limits and
other terms reasonably determined by the Company's Board of Directors.
12. CONFLICTING AGREEMENTS. The Executive hereby represents and warrants
that the execution of this Agreement and the performance of his obligations
hereunder will not breach or be in conflict with any other agreement to which
the Executive is a party or is bound and that the Executive is not subject to
any covenants against competition or similar covenants that would affect the
performance of his obligations hereunder. The Executive will not disclose or use
any proprietary information of a third party without such party's consent.
13. DEFINITIONS. Words or phrases which are initially capitalized or are
within quotation marks shall have the meanings provided in this Section 12 and
as provided elsewhere herein. For purposes of this Agreement, the following
definitions apply:
(a) "Confidential Information" means any and all information,
inventions, discoveries, ideas, research, engineering methods,
practices, processes, systems, formulae, designs, concepts, products,
projects, improvements and developments that are not generally known by
others, developed by or known to the Executive prior to or during the
term of this Agreement and relating in any material respect to the
Company, including its business, products or services (or learned by
the Executive after the term hereof from a source known to the
Executive to be violating an obligation to the Company not to disclose
the same) or that are developed by the Executive during the term of
this Agreement and that have applicability to the business, products or
services of the Company, including but not limited to (i) products and
services, technical data, methods and processes, (ii) marketing
activities and strategic plans, (iii) costs and sources of supply, (iv)
the identity and special needs
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of customers and prospective customers and vendors and prospective
vendors, and (v) the people and organizations with whom the Company has
or plans to have business relationships and those relationships.
Confidential Information also includes such information that the
Company may receive or has received belonging to customers or others
who do business with the Company and any publication or literary
creation of the Executive, developed in whole or in significant part
during the term hereof, in whatever form published, whose content in
whole or in part is competitive in any material respect with the
products or services offered by the Company (including as such products
or services could reasonably be expected to evolve or be extended in
the foreseeable future).
(b) "Person" means an individual, a corporation, an
association, a partnership, an estate, a trust and any other entity or
organization.
14. WITHHOLDING. All payments made under this Agreement shall be
reduced by any tax or other amounts required to be withheld under applicable
law.
15. ASSIGNMENT. Neither the Company nor the Executive may make any
assignment of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other; provided, however,
that the Company may assign its rights and obligations under this Agreement
without the consent of the Executive in the event that the Company shall
hereafter effect a reorganization, consolidate with, or merge into, any other
Person or transfer all or substantially all of its properties or assets to any
other Person unless the Executive shall object in writing to such assignment
within sixty (60) days following the effective date thereof, in which event,
subject always to the provisions of Section 6, the Executive's sole remedy shall
be to terminate this Agreement, which termination shall have the effect set
forth in Section 7 hereof. This Agreement shall inure to the benefit of and be
binding upon the Company and the Executive, and their respective successors,
executors, administrators, heirs and permitted assigns.
16. SEVERABILITY. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
17. WAIVER. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of either party to
require the performance of any term or obligation of this Agreement, or the
waiver by either party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
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18. NOTICES. Any and all notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
effective when delivered in person or deposited in the United States mail,
postage prepaid, registered or certified, and addressed to the Executive at his
last known address on the books of the Company or, in the case of the Company,
at the Company's principal place of business, to the attention of the Secretary,
or to such other address as either party may specify by notice to the other
actually received.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior communications, agreements and
understandings, written or oral, with respect to the terms and conditions of the
Executive's employment, including without limitation any agreements relating to
employment between the Executive and any corporate predecessor or promoter of
the Company, any such agreement being hereby terminated by the mutual agreement
of the parties without liability to either party.
20. AMENDMENT. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by an expressly authorized
representative of the Company.
21. HEADINGS. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any
provision of this Agreement.
22. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
23. GOVERNING LAW. This Agreement shall be construed and enforced under
and be governed in all respects by the laws of the Commonwealth of
Massachusetts, without regard to the conflict of laws principles thereof.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Executive and by the Company by its duly authorized
representative, as of the date first above written.
Executive: PROVANT, INC.
/s/ Xxxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
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