Exhibit 10.11
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
This amended and restated shareholders agreement (this
"Agreement") is made as of May 15, 1995 by and among PREFERRED EMPLOYERS GROUP,
INC., having an address at 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx
00000 (the "Company"), XXX XXXXXX, an individual having an address at 00000
Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx, Xxxxxxx 00000 ("Xxxxxx") and XXXXXX XXXXX,
an individual having an address at 0000 Xxxxxxxxx 000xx Xxxxxx, Xxxxx Xxxxxx,
Xxxxxxx 00000 ("Odzer" and, together with Xxxxxx, the "Shareholders").
W I T N E S S E T H
WHEREAS, the Company and the Shareholders are parties to an
agreement dated as of November 1, 1988 (the "Shareholders Agreement"); and
WHEREAS, the Company and the Shareholders desire to amend and
restate the Shareholders Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Shareholders Agreement. The parties hereto hereby agree
that this Agreement shall amend and restate the Shareholders Agreement in its
entirety.
2. Directors. (a) The number of directors of the Company shall
be determined from time to time in accordance with the provisions of the By-laws
of the Company.
(b) The number of directors who shall be present at
any meeting of the Board of Directors in order to constitute a quorum for the
transaction of business shall be a majority of the total number of Directors of
the Company.
3. Shareholders. The number of shares of common stock of the
Company (the "Stock"), the holders of which shall be present in person or by
proxy at any meeting of shareholders in order to constitute a quorum for the
transaction of any business at a meeting of the shareholders, shall be a
majority of the issued and outstanding shares of Stock.
4. Restriction on Transferability of Shares. (a) Neither
Shareholder may sell, transfer, or assign any shares of his Stock, except as
otherwise provided by Sections 9, 10, and 11 of this Agreement. Notwithstanding
the foregoing, the shareholders may assign the beneficial interests in or
transfer their shares of Stock to their respective spouses or relatives or
trusts for their benefit. Any purported sale, transfer, or assignment in
violation of this Section 4 shall be void and null.
(b) Neither Shareholder may pledge, hypothecate, or
otherwise encumber his Stock without the prior written consent of the other
Shareholder. Any such pledge, hypothecation, or encumbrance in violation of this
Section 4 shall be null and void.
(c) Each certificate representing shares of Stock
owned by the Shareholders shall bear the following legends:
(i) "The shares of common stock represented by
this certificate are subject to restrictions on transfer and voting, as provided
in an Amended and Restated Shareholders Agreement, dated as of May 15, 1995
among the Company and certain holders of its common stock, a copy of which is on
file with the Secretary of the Company."
(ii) "The shares of common stock represented by
this certificate have not been registered under the Securities Act of 1933, as
amended (the "Act"), and may not be sold or transferred without an effective
registration statement under the Act or an exemption from the registration
provisions of the Act."
5. Management. Except as otherwise limited by this Agreement
or required by law, the Chief Executive Officer of the Company shall be
responsible for the daily operations of the Company, in the ordinary course of
business, subject to the direction of the Board of Directors.
6. Banking and Books of Accounts. Complete records and books
of account shall be kept in which shall be entered fully and accurately all
transactions and other matters concerning the Company's business as are usually
entered into records and books of account maintained by persons engaged in
business of a like character. The books and records shall at all times be
maintained at the principal place of business of the Company and each
Shareholder shall at all times have access thereto.
7. Indemnification. (a) Each Shareholder (including here and
hereinafter, the heirs, executors, administrators or estate of such Shareholder)
who is or was a director, officer, agent or employee of the Company or who is or
was serving at the request of the Company in the position of a director,
officer, trustee, partner, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Company as of right to the fullest extent permitted or authorized by current
or future legislation or by current or future judicial or administrative
decision (but, in the case of any future legislation or decision, only to the
extent that it permits the Company to provide broader indemnification rights
than permitted prior to the legislation or decision), against all fines,
liabilities, settlements, costs and expenses, including attorneys' fees,
asserted against him or incurred by him (whether arising out of actions or
omissions occurring before or after the date hereof) in his capacity as such
director, officer, trustee, partner, agent or employee, or arising
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out of his status as such director, officer, trustee, partner, agent or
employee. The foregoing right of indemnification shall not be exclusive of other
rights to which those seeking indemnification may be entitled.
(b) Subject to the provisions of Section 7(c)
hereof, costs, charges and expenses (including reasonable attorneys' fees)
incurred by a person referred to in Section 7(a) hereof in defending a civil or
criminal suit, action or proceeding shall be paid promptly by the Company, as
statements therefor are received, in advance of the final disposition thereof,
upon receipt of an undertaking to repay all amounts advanced if it is ultimately
determined that the person is not entitled to be indemnified by the Company as
authorized by this Section 7.
(c) Promptly after a Shareholder (or his heirs,
executors, administrators and estate) (collectively, an "Indemnified Person")
receives notice of the commencement of any action or other proceeding in respect
of which indemnification or reimbursement may be sought under this Section 7,
such Indemnified Person will notify the Company thereof; but the omission so to
notify the Company shall not relieve the Company from any obligation under this
Section 7 unless, and only to the extent that, such omission results in
prejudice to the rights and interests of the Company. If any such action or
other proceeding shall be brought against any Indemnified Person, the Company
shall, upon written notice given reasonably promptly following the Indemnified
Person's notice to the Company of such action or proceeding, be entitled to
assume the defense thereof at the Company's expense with counsel chosen by the
Company, provided, however, that any Indemnified Person may at his own expense
retain separate counsel to participate in such defense. Notwithstanding the
foregoing, such Indemnified Person shall have the right to employ separate
counsel at the Company's expense and to control his own defense of such action
or proceeding if (i) the Company has failed promptly to assume the defense, or
(ii) in the reasonable opinion of counsel to the Company, there is a conflict of
interest arising from the fact that the same counsel is representing both the
Company and the Indemnified Person or there is a potential conflict of interest
between the Company and such Indemnified Person that would make such separate
representation advisable. The Company will not, without the prior written
consent of the Indemnified Person, settle, compromise or consent to the entry of
any judgment in or otherwise seek to terminate any pending or threatened claim,
action or proceeding in respect of which indemnification or reimbursement may be
sought under this Section 7 (whether or not the Indemnified Person is a party
thereto) unless such settlement, compromise, consent or termination includes an
unconditional release of the Indemnified Person from all liability arising or
that may arise out of such claim, action or proceeding.
(d) If this Section 7 or any portion of it is
invalidated on any ground by a court of competent jurisdiction, the Company
shall nevertheless indemnify each Shareholder (and his heirs, executors,
administrators and estate) to the fullest extend permitted by all portions of
this Section 7 that has not been invalidated and to the fullest extent permitted
by law.
(e) This Section 7 is intended for the benefit of,
and shall be enforceable by, the Shareholders (and the heirs, executors,
administrators and estate of such persons) and shall be binding on the Company
and its respective successors and assigns.
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8. Dissolution. The Company may be dissolved at any time by a
vote of the shareholders of the Company holding at least a majority of the
issued and outstanding shares of Stock. Upon a dissolution, the Company shall
proceed with reasonable promptness to liquidate its business and assets. Upon
any dissolution and winding up of the Company, the assets of the Company shall
be used and distributed in the following order:
(i) to creditors in the order of priority
provided by law,
(ii) to the shareholders of the Company for
loans, if any, made by them to the Company; and
(iii) to the shareholders of the Company in
proportion to their respective equity investments.
9. Right of First Refusal. (a) A Shareholder (the "Offering
Shareholder") who proposes to dispose of any shares of Stock other than as
provided in Section 10 hereof, shall give a notice (the "Notice") signed by the
offering Shareholder to the Company and on the same day give Notice to the other
Shareholder (the "Non-Offering Shareholder") of such Offering Shareholder's
proposed disposition; provided, however, that no Notice of any proposed
disposition by sale of the offered Shares shall be valid unless the Offering
Shareholder shall have received prior to the date of the Notice an offer
therefor in writing from any bona fide purchaser stating the price, terms, and
conditions of the proposed sale. The Notice shall specify the number of shares
(the "Offered Shares") the Offering Shareholder intends to dispose of, identify
and give the address of the person to whom the Offering Shareholder proposes to
dispose of the Offered Shares, and indicate the price, terms, and conditions of
the proposed disposition. The Company shall have the irrevocable and exclusive
first option, but not the obligation, to purchase all, but not part, of the
Offered Shares, at the price and upon any terms and conditions equal to those
offered by the prospective purchaser, provided that the Company gives notice of
its election to purchase the Offered Shares to the Offering Shareholder within
30 days after the Company receives the Notice; provided, however, that if the
Company elects to purchase, the purchase price shall be paid in quarterly
installments equal to not less than the Minimum Payment Amount (as hereinafter
defined).
(b) If the Company does not elect to purchase all of the
Offered Shares as provided in Section 9 (a) above, then the Offering
Shareholders shall thereafter provide the Non- Offering Shareholder with a
notice (the "Second Notice") that the Company has not so elected, and the
Non-Offering Shareholder shall have the irrevocable and exclusive second option,
but not the obligation, to purchase all, but not part, of the Offered Shares, at
the price and upon such terms and conditions as those offered by the prospective
purchaser. If the Non-Offering Shareholder elects to purchase the Offered Shares
he shall give notice of such election to the Offering Shareholder within 10 days
after the receipt of the Second Notice by the Non-Offering Shareholder and the
purchase thereof shall be closed within 40 days after receipt of the Second
Notice.
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(c) If an Offering Shareholder gives the required Notice, and
the Second Notice, and the Company and the Non-Offering Shareholder do not
elect, pursuant to Sections 9 (a) and 9 (b) , to purchase the Offered Shares,
the Offering Shareholder may dispose of the Offered Shares to the person or
persons, at the price, and on the terms and conditions specified in the Notice,
provided that each such person acquiring the Offered Shares becomes a party to
this Agreement upon such acquisition, and any shares not so disposed of by such
Offering Shareholder may not thereafter be disposed of, except in compliance
with the terms and conditions of this Agreement.
10. Sale of the Company.
If any bona fide purchaser offers to purchase all of the
issued and outstanding shares ("Outstanding Shares") of the Shareholders and one
of the Shareholders (the "Selling Shareholder") desires to dispose of all the
Outstanding Shares, the Selling Shareholder must give the other Shareholder 30
days' notice (the "Sale Notice") of his desire to sell. The Sale Notice shall
identify and give the address of the bona fide purchaser, and shall indicate the
price, terms and conditions of the proposed disposition. The other Shareholder
shall then have the option of purchasing all of the Selling Shareholder's shares
at a price per share equal to the bona fide purchaser's offered price per share.
Such Shareholder electing to purchase all of the Selling Shareholder's shares
shall give notice of such election to the Selling Shareholder within 30 days
after his receipt of the Sale Notice and the purchase thereof shall be closed
within 60 days after receipt of the Sale Notice. If the other Shareholder does
not elect to purchase the Selling Shareholder's shares as provided above, such
other Shareholder shall immediately offer all of his shares to the bona fide
purchaser in accordance with said purchaser's offer and shall execute all
documents necessary to consummate the sale.
11. Purchase of Shares upon Termination, Disability or Death.
(a) (i) In the event that Odzer is terminated as an employee of the Company "For
Cause" in accordance with the provisions of that certain Employment Agreement
dated as of May 15, 1995 by and between the Company and Odzer (the "Employment
Agreement"), then Odzer shall be deemed to have offered all of the shares of
Stock owned by him upon such termination to the Company. The Company shall have
the right, but not the obligation, to purchase such shares at the fair market
value of such shares, as determined in accordance with Paragraph "c" of this
Section 11, or at such other price as the Company and Odzer shall mutually
agree, such purchase to close within sixty days after the determination of the
fair market value. If the Company elects to so purchase, the purchase price
shall be paid in quarterly installments equal to not less than the Minimum
Payment Amount (as hereinafter defined). If the Company does not elect to
purchase Odzer's shares, Xxxxxx shall have the right, but not the obligation, to
purchase such shares at the fair market value of such shares, as determined in
accordance with Paragraph "c" of this Section 11, or at such other price as
Xxxxxx and Odzer shall mutually agree, with the purchase to close within ninety
days after the determination of the fair market value.
(ii) In the event that (a) Odzer is terminated
as an employee of the Company for any reason other than "For Cause", or (b) the
scheduled termination of the
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Employment Agreement occurs, or (c) Odzer is terminated by reason of his
disability in accordance with the Employment Agreement, Odzer shall have the
right to cause the Company to purchase all of the shares of Stock owned by him
at the fair market value of such shares as determined in accordance with
Paragraph "c" of this Section 11; with such election to take place within sixty
days after the date of such termination, and such purchase shall close within
sixty days after the determination of the fair market value, provided that the
purchase price shall be paid in quarterly installments equal to not less than
the Minimum Payment Amount (as hereinafter defined). If the Company is unable
pursuant to Section 12 to purchase Odzer's shares, Xxxxxx shall have the right,
but not the obligation, to purchase such shares at the fair market value of such
shares as determined in accordance with Paragraph "c" of this Section 11, or at
such other price as Xxxxxx and Odzer shall mutually agree, with such purchase to
close within ninety days after the determination of the fair market value.
(b) (i) Upon the death of a Shareholder, the Company
shall purchase, and the estate of the deceased Shareholder shall sell, all of
the shares of the Company owned by the deceased Shareholder at the time of his
death, at the fair market value of the shares, as determined in accordance with
Paragraph "c" of this Section 11 with such portion of the purchase price as to
which the Company receives life insurance proceeds with respect to the deceased
Shareholder pursuant to Paragraph "d" below to be paid within ten days of the
Company's receipt of such proceeds, with the balance of the purchase price to be
paid in quarterly installments equal to not less than the Minimum Payment Amount
(as hereinafter defined). The first installment shall be made not later than
ninety days after the appointment of the executor of the estate.
(ii) If during the term of this Agreement Xxxxxx
shall die, then the rights granted to Odzer, with respect to causing the Company
to purchase all of the shares of Stock owned by Odzer, under Paragraph 11(a)(ii)
shall come into effect, with such portion of the purchase price as to which the
Company receives life insurance proceeds with respect to the deceased
Shareholder pursuant to Paragraph "d" below to be paid within ten days of the
Company's receipt of such proceeds, with the balance of the purchase price to be
paid in quarterly installments as provided therein. Notwithstanding the
preceding sentence, if the estate of Xxxxxx delivers notice to Odzer, within
ninety days (90) after the issuance of letters testamentary, that it has
determined that the entire Company shall be sold, then steps shall be taken
forthwith to cause the sale of the Company in such manner and on such terms as
shall be agreed to by the estate of Xxxxxx and Xxxxx, and if no such agreement
shall be had within thirty (30) days after the receipt by Odzer of such notice,
then a mutually agreed upon investment banker shall be retained for purposes of
determining the manner and terms of sale, which shall involve the same amount
and form of consideration for each share of Stock. If the parties are unable to
agree on an investment banker within such 30 day period, such investment banker
shall be selected by the accounting firm then servicing the business of the
Company; provided the investment banker selected shall not be an investment
banker then providing services to the Company or any of the Shareholders or
their estates.
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(c) If the Company and Odzer, in the case of
paragraph (a) above, or the surviving Shareholder and the estate of the deceased
Shareholder, in the case of paragraph (b) above, cannot agree on the fair market
value of the Stock within three months after the termination of employment of
Odzer or the deceased shareholder's death, respectively, the fair market value
shall be conclusively determined by a firm of Certified Public Accountants
selected jointly by the Board of Directors of the Company and Odzer, or by the
surviving Shareholder and the estate of the deceased Shareholder, as the case
may be, from the following list of firms: Price Xxxxxxxxxx, Xxxxxx Xxxxxxxx,
Xxxxx & Xxxxx and Peat Marwick. In the event the parties are unable to agree on
an accounting firm, the firm shall be selected from the above list by the
accountant then servicing the account of the Company; provided the firm selected
shall not be an accounting firm then providing services to the Company or any of
the Shareholders or their estates. For purposes of this Paragraph "c," (i) in
determining the "fair market value" of the Stock, the accounting firm shall use
one or more valuation methods that it, in its best professional judgment,
determines to be most appropriate without giving any effect to any discount for
the lack of liquidity of the Stock, or the controlling or minority status, as
the case may be, of the Shareholder whose Stock is being valued, and the value
of any insurance policy, or proceeds therefrom, on the life of the Shareholder
shall not be considered in determining fair market value under this paragraph.
(d) The Company agrees to use its best efforts to
purchase and keep in effect life insurance for the Company's benefit on the life
of each Shareholder in the amount of $2,000,000 each. Proceeds received from any
insurance policies purchased pursuant to this paragraph which are in excess of
the fair market value of the deceased Shareholder's shares shall be retained by
the Company. Xxxxxx has the right, at the expense of the Company, to cause the
Company to acquire an additional $2,000,000 of insurance on his life which
additional $2,000,000 will be used for purposes of 11(b)(ii) hereof.
(e) For the purpose of this Agreement, the "Minimum
Payment Amount" shall mean with respect to any quarterly installment an amount
equal to 35% of the "Taxable Income" of the Company for the preceding fiscal
quarter. "Taxable Income" of the Company shall mean the consolidated pretax
earnings or loss of the Company and its subsidiaries for such fiscal period
prepared in accordance with generally accepted accounting principles
consistently applied, as in existence on the date hereof ("GAAP"), adjusted to
exclude any reduction thereof for interest or any other charge or expense
resulting or arising from, or relating to, the purchase of Stock from Odzer and
Xxxxxx Xxxxxxxxx by the Company pursuant of Stock Purchase Agreement dated as of
May 15, 1995, or the financing of such purchase by the Company.
12. Limitation on Purchases by the Company. (a)
Notwithstanding any other provision of this Agreement, the Company shall not
have the obligation to purchase any shares of Stock, except out of funds legally
available therefor. If, at any time the Company is required to purchase shares
of Stock pursuant to Sections 9 or 11 and its surplus is legally insufficient
for that purpose, the entire available surplus shall be applied to the payment,
and the Company and the Shareholders jointly and severally agree promptly to
take
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all such action as may be permitted by law to reduce the capital of the Company
or to revalue its asset so as to increase its surplus to the extent necessary to
permit the Company to purchase all shares it is obligated to purchase hereunder.
(b) The Company shall not be permitted to purchase
any company or entity in which Xxxxxx has a greater than ten percent (10%)
equity interest without the prior approval of Odzer.
13. Registration Rights; Tag-Along Rights. The Company agrees
that Odzer shall be granted registration rights pari passu with those granted to
Xxxxxx (and/or members of Xxxxxx' family), if any, pro rata based on the number
of shares of Stock owned by them at the time any such rights are granted. In the
event Xxxxxx (or members of Xxxxxx' family) proposes to transfer any shares of
Stock, to a bona fide third party purchaser, Xxxxxx shall offer Odzer the right
to participate in such transfer on a pro rata basis, at the same price and upon
identical terms and conditions, as such proposed transfer by Xxxxxx.
14. Distributions. For so long as the Company elects to be and
is properly classified, for federal tax purposes, as a Subchapter S corporation
within the meaning of Section 1361(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), the Company shall make annual distributions, no later than
90 days following the end of each fiscal year, commencing with the fiscal year
ending December 31, 1995, of cash to its shareholders of not less than 45% of
the prior year's (or such portion thereof that the Company was a Subchapter S
corporation) taxable income of the Company, pro-rata based on ownership of
shares of Stock of the Company. For all purposes under this Agreement, the
taxable income of the Company shall be computed without making any reduction
thereof for interest or any other charge or expense resulting or arising from,
or relating to, the purchase of Stock from Odzer and Xxxxxx Xxxxxxxxx by the
Company pursuant to the Stock Purchase Agreement dated as of May 15, 1995, or
the financing of such purchase by the Company. The Company shall not voluntarily
elect to terminate its Subchapter S status, except in connection with a
bona-fide financing of the Company or an offering of its Stock.
15. Xxxxxx. Xxxxxx shall serve as the Chief Executive Officer
and Chairman of the Board of Directors of the Company. For so long as the
Company elects to be and is properly classified for federal tax purposes as a
Subchapter S corporation under the Code, Xxxxxx shall not receive salary and
bonus in excess of an aggregate of $250,000 per year.
16. Funding Requirements. If it is determined by the Board of
Directors that the Company needs additional working capital funds or otherwise
requires financing, and if the Company is unable to borrow such funds on
commercially reasonable terms, than each Shareholder shall be given the
opportunity to provide such funds on a debt or equity basis and to the extent
that either party shall not contribute his proportionate share, the other party
shall have the right, but not the obligation, to contribute such noncontributed
share, on the same terms and conditions as were originally offered to each
party.
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17. Termination. (a) This Agreement shall commence as of the
date hereof and terminate on the earlier of (i) ten years from the date hereof,
or (ii) immediately prior to the completion by the Company of an initial public
offering (other than pursuant to a registration on Forms S-4 or S-8 or any
successor forms) of its Stock under the Securities Act of 1933, as amended, or
(iii) upon the sale by the Company of any other securities, or a private
placement of its shares of Stock or other securities, if the purchaser or
investment banker underwriting such securities notifies the Company in writing
that this Agreement or any portion thereof should be terminated or modified.
(b) Within thirty days following the termination of
this Agreement, (i) the provisions of Paragraph 9 shall be incorporated into a
new Agreement between the parties hereto and shall remain as a separate
Agreement for so long as Odzer owns more than fifteen percent (15%) of the
outstanding Stock of the Company and the Proxy given as of even date herewith,
shall continue irrevocable for so long as said Paragraph 9 remains in full force
and effect and (ii) the provisions of Paragraphs 7, 13, 18, 19 and 20 shall be
incorporated into a new Agreement between the parties hereto and shall remain as
a separate agreement for at least six years after Odzer last serves as a
director, officer, agent or employee of the Company or, at the request of the
Company, serves as a director, officer, trustee, partner, agent or employee or
another corporation, partnership, joint venture, trust or other enterprise, and
provided that Paragraph 13 shall only continue in effect for so long as Odzer is
not permitted to sell publicly all of his Stock without registration under the
Act.
18. Arbitration. Any dispute or controversy arising out of or
relating to this Agreement, any document or instrument delivered pursuant to, in
connection with, or simultaneously with this Agreement, or any breach of this
Agreement or any such document or instrument shall be settled by arbitration to
be held in the County of Dade, State of Florida in accordance with the
Commercial Arbitration Rules then in effect of the American Arbitration
Association or any successor thereto, and judgment upon the award rendered by
the Arbitrator(s) may be entered in an Court having jurisdiction thereof. The
Arbitrator(s) may grant injunctions or other relief in such dispute or
controversy. The costs and expenses of such arbitration shall be assumed as
determined by the Arbitrator(s), and each party shall separately pay his own
attorneys' fees and expenses.
19. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given at the address of such party set forth below (or
to such other address as the party shall have furnished in writing in accordance
with the provisions of this Section 19):
Xx. Xxxxxx: 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
with a copy (which copy shall not constitute notice) to:
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Xxxxxx X. Xxxxxxxx, Esq.
Xxxx Marks & Xxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xx. Xxxxx: 0000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
with a copy (which copy shall not constitute notice) to:
Xxxxxxx Xxxxxx, Esq.
Steel Xxxxxx & Xxxxx
000 Xxxxx Xxxxxxxx Xxxx., 00xx Xxxxx
Xxxxx, Xxxxxxx 00000-0000
Company: 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
with a copy (which copy shall not constitute notice) to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxx Marks & Xxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Notice to the estate of any party shall be sufficient if addressed to the party
as provided in this Section 19. Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address which shall be deemed given at
the time of receipt thereof.
20. Miscellaneous. (a) This Agreement may be amended at any
time and from time to time by unanimous written agreement of the Shareholders.
(b) This Agreement and the rights of the parties
hereunder shall be governed by, and construed in accordance with, the laws of
the state of Florida, without giving effect to rules governing conflicts of law.
(c) This Agreement and the rights and obligations
hereunder, may not be assigned and any such assignment shall be void and null.
Except as otherwise specifically provided herein, this Agreement shall be
binding upon and inure to the benefit of the parties and their legal
representatives, heirs, administrators, executors, and successors.
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(d) Captions and section headings contained in this
Agreement are inserted only as a matter of convenience and in no way define,
limit, or extend the scope or intent of this Agreement or any provision hereof.
(e) If any provision of this Agreement or the
application of any provision to any person or circumstance shall be held
invalid, the remainder of this Agreement, or the application of that provision
to persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
(f) This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.
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Xxxxxx Xxxxx
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Xxx Xxxxxx
PREFERRED EMPLOYERS GROUP, INC.
By:
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Name: Xxx Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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