Form of Stock Compensation Agreement
with Xxxxx Xxxxxx
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
Xxxxx Xxxxxx (hereinafter referred to as "Xxxxxx") and Workforce Systems Corp.,
a Florida corporation (hereinafter referred to as the "Company").
WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.
WHEREAS, the Company is desirous of acquiring additional operating
subsidiaries to further increase revenues and shareholder value in the Company.
WHEREAS, the Company is desirous of engaging Xxxxxx to assist the Company
in conducting due diligence, financial analysis and evaluating potential
acquisitions for suitability upon terms and conditions set forth by the Company
(the "Services").
WHEREAS, Xxxxxx has performed similar services in the past for other
public and private companies and agrees to be engaged and retained by the
Company to provide the Services upon the following terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. ENGAGEMENT. The Company hereby engages Xxxxxx to provide the
Services and Xxxxxx hereby accepts such engagement.
3. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay Xxxxxx an aggregate of 25,000 shares of the Company's
common stock (the "Compensation Stock") pursuant to the Schedule of Compensation
set forth on Exhibit A attached hereto and incorporated herein by such
reference.
4. EXPENSES. Xxxxxx shall be solely responsible for the payment on any
and all expenses incurred by it in rendering the Services including, but not
limited to, costs of photocopies and telephone services.
5. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that Xxxxxx
be an independent contractor and not an employee of the Company. Xxxxxx shall
not have the authority to act as the agent of the Company and cannot bind the
Company in any manner; however, the manner and means utilized by Xxxxxx in the
performance of the Services shall be under the sole control of the Xxxxxx.
6. CONFIDENTIALITY OF INFORMATION. In connection with the rendering of
the Services by the Xxxxxx he will become privy to certain non-public
information concerning the Company and the Candidates (the "Confidential
Information"). The term "Confidential Information" does not include information
(i) which is already in Xxxxxx'x possession, (ii) which becomes generally
available to the public other than as a direct or indirect result of disclosure
to the Xxxxxx, his affiliates, its officers, directors, agents and advisors
(collectively, the "Representatives") or (iii) which becomes available to Xxxxxx
on a non-confidential basis from a source other than the Company.
Xxxxxx agrees that the Confidential Information will be used solely for
the purpose of rendering the Services and that such information will be kept
confidential by it and the Representatives. Xxxxxx acknowledges that the terms
of this Agreement as they specifically relate to the nondisclosure of the
Confidential Information shall be in perpetuity. Xxxxxx acknowledges and agrees
that any threatened or actual breach by it of the representations, warranties
and covenants contained herein would result in continuing and irreparable damage
to the Company and that monetary damages would not adequately compensate the
Company for any such breach. In the event or any actual or threatened breach,
the Company shall be entitled to all legal and equitable remedies, including
preliminary and permanent injunctive relief, and may in addition to any or all
forms of relief recover from Xxxxxx all reasonable costs and attorney's fees
should it prevail in a court of competent jurisdiction in enforcing its rights
under this Agreement.
7. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by Xxxxxx.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
--------------------------
Xxxx Xxxxxxxx Xxxxxxxx,
President
-----------------------------
Xxxxx Xxxxxx
Exhibit A
Schedule of Compensation
As full and complete compensation for the Services pursuant to Paragraph 3
of the Agreement, Xxxxxx shall be compensated in shares of the Company's common
stock, which such stock shall be fully registered under the Securities Act of
1933, as amended, and shall be earned in the following amounts based upon
completion to the sole satisfaction of the Company of the tasks set forth below:
Level 1: Retainer.
-------
Compensation for the completion of Level 1 of the Services
shall be 10,000 shares.
Level 2: Completion of due diligence and analysis on one or more
------- Candidates suitable to the Company.
Compensation for the completion of Level 2 of the Services
shall be 5,000 shares.
Level 3: Execution of a letter of intent for an acquisition of the
------- Candidate by the Company.
Compensation for the completion of Level 3 of the Services
shall be 5,000 shares.
Level 4: Closing of the acquisition of a Candidate.
-------
Compensation for the completion of Level 4 of the Services
shall be 5,000 shares.
