1
EXHIBIT 10.6
EMPLOYMENT AGREEMENT
CORPORATE OFFICES
000 X. Xxxxxx Xxxxxx Xxxx, Xxxxx 000 - Xxxxxxxxxxx, Xxxx 00000
000-000-0000 - FAX 000-000-0000 - National Toll Free Phone 0-000-000-0000
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TABLE OF CONTENTS
Employment Agreement Page
1. Terms and Conditions 2
2. Term of Agreement 2
3. Authority and Territory 2
4. Limitation of Authority 2
5. Duties and Responsibilities 3
6. Expenses 3
7. Settlement with Company 3
8. Records 3
9. Compensation 3
10. Termination 4
11. Non Competition and Non Solicit 5
12. Assignment 6
13. Indemnification and Hold Harmless 6
14. Employee Capacity 6
15. Governing Law 7
16. Severability 7
17. Jurisdiction and Venue 7
18. Complete Agreement 7
19. Notices 7
20. Successors 7
21. Non Waiver 8
22. Validity 8
Signature Page 9
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EMPLOYMENT AGREEMENT
This Employment Agreement was executed by and between TEAM America Corporation,
an Ohio Corporation hereinafter called the Company, and Xxxxx X. Xxxxxxxx,
hereinafter called the Employee.
The Employee, in consideration of the foregoing appointment, and in exchange for
the compensation provided by the Company, agrees to the terms, conditions, and
stipulations contained herein as follows:
1. TERMS AND CONDITIONS
The Company hereby employs the Employee and the Employee hereby accepts
employment by the Company.
2. TERM OF AGREEMENT
The term of this Employment Agreement with the Company under this Agreement
shall be for the period beginning on the date of this Agreement and ending upon
the occurrence of any term in clause 10 of this Agreement.
3. AUTHORITY AND TERRITORY
The Employee shall have authority, subject to the Company's rules and practices
and subject to the duties and responsibilities, within the nonexclusive
territory in which the Company is operating in common with others holding
employment agreements with the Company.
4. LIMITATIONS OF AUTHORITY
The Employee shall have no authority on behalf of the Company to do any of the
following:
A. make, alter or change any contract;
B. incur any indebtedness or liability, expend or contract for the
expenditure of the funds of the Company, except as expressly authorized
in writing;
C. extend the time for payment of any service fees, or pre-payments, or
accept any notes for payment of service fees or pre-payments;
D. collect or receive any service fees after the initial collection of any
enrollment fees or in such event, any pre-payment fees, except as
expressly authorized by the Company.
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E. waive or modify any terms, conditions, or limitations of any contract;
F. adjust or settle any claim or commit the Company with respect thereto
except as specifically directed by the Company in writing;
G. issue or circulate any advertisement or literature unless the same
shall have been first approved in writing by the Company;
H. possess or exercise any authority on behalf of the Company other than
expressly conferred by this contract;
I. enter into any legal proceedings in connection with any matter
pertaining to the Company's business without the prior consent of the
Company; and
5. DUTIES AND RESPONSIBILITIES
The Employee shall devote their full business time, attention, energy and skills
to the business of the Company. The Employee shall acquire and receive training
on the business of the Company as required by the Company and strive to achieve
knowledge of all aspects of the Company's business. Further, the Employee shall
conduct himself in a businesslike and professional manner in all contacts with
clients of the Company. The Employee shall comply with all Policies and
Procedures as set forth in the Company's Employee Handbook as well as other
Policies and Procedures as may from time to time be developed and those found in
the Duties and Responsibilities Schedules attached to this agreement and made a
part hereto.
6. EXPENSES
The Company shall not be responsible for expenses incurred by the Employee,
except those specifically approved by the Company.
7. SETTLEMENT WITH COMPANY
All monies received by the Employee for or on behalf of the Company shall be
securely held by the Employee as a fiduciary and shall not be used for any other
purpose.
8. RECORDS
The Employee shall keep full and accurate records of the business transacted by
the Employee under this Agreement and shall forward to the Company such reports
of said business as the Company may prescribe because the records are the
property of the Company. The Company shall have the right to examine such
records at any time and place, and to make copies of such records as it may deem
necessary.
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9. COMPENSATION
The Company shall pay the Employee, as full compensation for the Employee's
services, a salary. In addition, the Employee shall be entitled to such fringe
benefits and prerequisites as may be provided generally for the Company's
personnel pursuant to policies established from time to time by the Company.
Except as otherwise specified, payment of salary or other compensation will be
made at such times and in such manner as the Company considers appropriate for
the efficient administration of this Agreement. The Company may, in its
discretion, increase or reduce such compensation from time-to-time. Such
compensation shall be payable to the Employee as follows:
A. Salary
The Employee, Xxxxx X. Xxxxxxxx, shall receive compensation of a salary
of $500 per week during the term of this agreement, subject to the
conditions mentioned above.
10. TERMINATION
a. BY NOTICE:
This Agreement may be terminated, with or without cause, either by the
Company or by the Employee upon written notice of 14 days to the other
party and in accordance with the Notice Section of this Agreement. This
right of termination is not restricted by the notice provisions for
termination reasons stated below as follows:
b. BY CAUSE:
The Company may terminate this Agreement immediately for cause upon
written notice to the Employee for the occurrence of any of the
following events if:
1. the Employee fails to perform his duties and responsibilities
in connection with the Company's business in accordance with
the policies, programs, procedures, rules, regulations, and
directives established from time to time by the Company its
officers or directors, and does not correct such failure
immediately after notice by the Company to do so, or having so
corrected any such failure, fails to so perform at any time in
the future (without the requirements of any additional notice
from the Company); or
2. the Employee fails to fully perform and observe all
obligations and conditions to be observed by them under this
Agreement or any other agreement with the Company and does not
correct such failure immediately after notice by the Company
to do so, or having so corrected
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any such failure, fails to perform and observe all such
obligations and conditions at any time in the future (without
the requirement of any additional notice from the Company); or
3. the Employee violates any laws of the state of jurisdiction
applicable; or
4. the Employee at anytime commits any fraud in connection with
any business of the Company or is convicted of any fraud or
violation of any laws of the state of jurisdiction applicable
in a related business to the Company; or
5. the Employee in the opinion of the Company, so conducts
themselves as to injure the Company's standing or good name in
the community or elsewhere where the Company might be
operating or could operate in the future; or
6. the Employee encourages any other employee(s), agent(s),
representative(s), or sub-agents of the Company, or any
client(s) of the Company to leave its service; or
7. the Employee violated any part of Section 11 of this Agreement
during the term of this Agreement; or
8. the Employee commits any other cause such as employee
dishonesty, conflict of interest, willful insubordination, or
neglect of duty; and then,
in any or all such events, any and all claims to any compensation that
might otherwise then be due or thereafter become due under the terms of
this Agreement or any other agreement with the Company, will become
forfeited and void, at the Company's option, without further notice to
the Employee.
c. BY DISABILITY
The Company may also terminate this Agreement pursuant to the
provisions of the Company's employee handbook with ten (10) days
written notice in the event of the Employee's long term disability, if
in the opinion of the Company the Employee becomes physically or
mentally disqualified from performing the services required by the
terms of this Agreement or any other agreement with the Company.
d. BY DEATH
If the Employee is an individual, then the death of the Employee will
automatically terminate this Agreement or any other agreement with the
Company.
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f. BY RETIREMENT
The retirement of the Employee shall automatically terminate this
Agreement or any other agreement with the Company,
11. NON COMPETITION AND NON SOLICIT
The Employee, Xxxxx X. Xxxxxxxx, in consideration of their appointment, and in
exchange for the compensation provided by the company at the time of such
appointment, and for additional compensation provided at the signing of this
agreement in the form of $25.00 Signing Bonus, the Employee agrees not to
compete with the Company according to the following terms, conditions and
stipulations;
a. During the term of the Employment Agreement with the Company, pursuant
to this Agreement or otherwise, and for a period of (1) one year
immediately after termination of such Agreement, the Employee shall not
directly or indirectly engage in or participate in any business similar
to the business of the Company or its subsidiaries within any
metropolitan area where the Employee was employed the Company.
b. During the term of this Employment Agreement with the Company, pursuant
to this Agreement or otherwise, and for a period of (1) one year
immediately after termination of such Agreement, the Employee shall not
directly or indirectly solicit or sell the same or similar services or
products as then provided by the Company or its subsidiaries, to or
solicit, any present customers or accounts of the Company or its
subsidiaries or persons or businesses which were customers or accounts
of the Company or its subsidiaries within two (2) years preceding the
termination of their Agreement within any metropolitan area where the
Employee was employed the Company.
c. In the event of any violation or attempted violation of this section,
the Company shall be entitled to a temporary restraining order and
other temporary or permanent injunctive relief, in addition to any
other rights or remedies which may then be available to it. Further,
the parties agree that if the Employee violates Section 11 of this
Agreement, the Employee shall be responsible for all attorney fees and
court costs incurred by the Company to enforce its rights under this
Article 11. In the event a court of competent jurisdiction determines
this section to be unenforceable or contrary to law in whole or in
part, then the Company's rights under this section shall be the maximum
rights allowed by law and the scope of this section shall be judicially
modified to reflect the Company's maximum rights under this section.
d. The Employee understands the reason for this provision, in addition to
the obvious harm caused to the company, is that the employees of client
companies
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can be severely injured financially and otherwise through the
termination of their employment by cancellation of the client's
contract with the Company. Those injuries can be, but are not limited
to, failure to achieve vesting and forfeiture of monies accrued in the
Company's 401 (k) retirement plan, loss of seniority, loss of medical,
dental, vision and prescription card coverage under which the employee
may not be able to recapture deductibles and co-payments, as well as
C.O.B.R.A. coverage, the loss of store discounts and forfeiture of
education assistance to which the employee may be in the middle of
receiving, loss of tax advantages achieved through the Company's tax
qualified Section 125 and 129 Plans including the possible taxation of
Day Care on the part of the employee's dependents and taxation of the
employee's health plans through termination of their employment. Also,
the Agent understands that the clients of the Company can be injured
financially and otherwise through the termination of the contract with
the Company including, but not limited to, new FICA, FUTA and SUI
taxes, which must be paid over again on the part of the client, that
maximums may be reached on during the year, the possibility of higher
insurance rates and/or unavailability of a guaranteed issue, or no
loss, no gain coverage for their employees, loss of retirement benefits
and health benefits and tax advantages.
12. ASSIGNMENT
Any assignment of this Agreement or of any of the benefits to accrue hereunder,
in whole or in part, without the prior written consent of the Company, shall be
void and of no effect whatsoever, and shall vest no rights in the assignee. This
limitation includes absolute assignments and assignments as collateral security.
13. INDEMNIFICATION AND HOLD HARMLESS
The Employee shall indemnify and save the Company harmless from any and all
expenses, costs, causes of action, and damages resulting from or growing out of
unauthorized acts or transactions of the Employee, and shall furnish the Company
with an indemnity bond upon request. Further, the employee shall be responsible
for all attorney fees and court costs incurred by the Company to enforce any of
its rights under this Agreement or any other agreement.
14. EMPLOYEE'S CAPACITY
The Employee represents to the Company that he has the capacity and right to
enter into this Agreement, to perform all his services and other obligations
under this Agreement without any restriction whatsoever by any other agreement,
document, restrictive covenant or other restriction.
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15. GOVERNING LAW
This Agreement has been negotiated and executed exclusively in the State of
Ohio. All questions concerning the validity or intention of this Agreement and
all questions relating to performance herein shall be resolved under the laws of
the State of Ohio.
16. SEVERABILITY
The intention of the parties to this Agreement is to comply fully with all laws
and public policies to the extent possible. If and to the extent that any court
of competent jurisdiction determines that it is impossible to construe any
provision of this Agreement consistently with any law or public policy and
consequently holds that provision to be invalid, this holding shall in no way
affect the validity of the other provisions of this Agreement, which shall
remain in full force and effect.
17. JURISDICTION AND VENUE
The parties to this Agreement hereby designate the Court of Common Pleas of
Franklin County, Ohio, as a court of proper jurisdiction and venue for any
actions or proceedings relating to this Agreement; hereby irrevocably consent to
such designation, jurisdiction, and venue; and hereby waive any objections or
defenses relating to jurisdiction or venue with respect to any action or
proceeding initiated in the Court of Common Pleas of Franklin County, Ohio.
18. COMPLETE AGREEMENT
This document contains the entire Agreement between the parties and supersedes
any prior discussions, negotiations, representations, or agreements between them
relating to this Agreement with the Employee. No additions or other changes to
this Agreement shall be made or binding on either party unless made in writing
and signed by either party to this Agreement.
19. NOTICES
Any notice or other communication required or desired to be given to any party
under this Agreement shall be in writing and shall be deemed given when (a)
delivered personally to the party; or (b) deposited in the United States mail,
first-class postage prepaid, addressed to that party at its last known address.
20. SUCCESSORS
This Agreement shall be binding upon,inure to the benefit of and be enforceable
by and against the respective heir, legal representatives, successors and
assigns of each party to this Agreement.
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21. NON WAIVER
No failure by either party to insist upon strict compliance with any term of
this Agreement to exercise any option, enforce any right to seek any remedy upon
any default of the other party shall affect, or constitute a waiver of the first
party's right to insist upon such strict compliance, exercise that option,
enforce that right or seek that remedy with respect to that default or any
prior, contemporaneous, or subsequent default; nor shall any custom or practice
of the parties at variance with any provisions of this Agreement affect, or
constitute a waiver of, either party's right to demand strict compliance with
all provisions of this Agreement.
22. VALIDITY
This Agreement shall be valid and enforceable only after it has been signed by
both the employee and an authorized executive officer of the Company.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed and shall be effective this 7 day of January, 1992.
EMPLOYEE: Xxxxx X. Xxxxxxxx TEAM AMERICA CORPORATION
/s/ Xxxxx X. Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
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Signature
Xxxxxxx X. Xxxxxx
-------------------------------
Name
President
-------------------------------
Title
Witness: Witness:
/s/ E. Xxxxxxx Roar /s/ E. Xxxxxxx Roar
------------------------------ -------------------------------
Signature Signature
ACKNOWLEDGEMENT AND RECEIPT
The Employee hereby acknowledges receipt of the additional consideration
provided the Employee at the signing of this agreement pursuant to Section 11.
of this agreement.
EMPLOYEE /s/ Xxxxx X. Xxxxxxxx Witness
---------------------
/s/ Xxxxx X. Xxxxxxxx /s/ E. Xxxxxxx Roar
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Signature Signature
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SCHEDULE A
AGENT ADDENDUM AND COMMISSION AGREEMENT
(Additional compensation to Employment Agreement)
1. DUTIES AND RESPONSIBILITIES
A. Prospecting - The Agent shall make every effort to contact sufficient
prospective clients, as necessary, based on the skill level, closing
ratio's and experience of the Agent so as to provide sufficient
activity to achieve the goals and objectives set by the Agent and the
Company and so as to meet the minimum level of Validation required by
this Agreement.
B. Sales - The Agent will follow all procedures outlined in the Company's
Sales Training, implementing and utilizing the sales processes
developed by the Company in the selling of the Company's service.
C. New Clients - The Agent shall be responsible for the enrollment of the
Client into the Company's service. This will include:
1. Securing a signed Application for Client Services from the
Client and addressing all questions and concerns of both the
Client and the Company, including acquiring all data necessary
to properly underwrite the Client including medical, financial
and employment information, and;
2. Upon acceptance of the Client by the Company, the Agent shall
conduct a pre-enrollment with the Client where the Agent will
secure a signed contract for services and explain Company
policy and procedures, as well as schedule an enrollment
meeting or meetings with the Client's employees.
D. New Employees - The Agent will then be responsible to conduct the
enrollment process with the employees, arranging times, places and
people to attend and conduct the enrollment according to Company policy
and Procedure. The Agent shall secure all necessary forms from the
employees and complete such forms and then forward them to the Company,
duplicating certain forms for the Agents records. Where possible,
depending on location to the Company's regional offices, the Agent
should strive to include a member of the personnel department of the
Company at these enrollment meetings.
E. Payroll - The Agent shall assist the Company's payroll department to
the extent necessary to assure that the Client is sufficiently
instructed in the procedures of the Company in gathering and
transmitting payroll data, and so as to ensure the
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efficient administration of the Client's payroll function. This may
include collection of the payroll data in the beginning, but training
should occur with the Client so as to assist the Company and Client in
this process and assist the Client in meeting deadlines established by
the Company.
F. Handbooks - The Agent will assist the Client in completing handbook
questionnaires provided by the Company and communicate with the
Company's Personnel Department the needs of the Client. The Agent will
also deliver such completed handbooks to the Client when the Company's
Personnel Department has completed such, and secure signed receipts of
the employees having been given the handbooks and return such signed
receipts to the Company's Personnel Department.
G. Bulletin Boards - The Agent shall install and maintain current the
Client's bulletin board, provided to the Client by the Company's
Personnel Department.
H. Job Placement - The Agent shall provide the Client assistance with job
placement as needed. Primarily this responsibility rests with the
Company's Personnel Department, but where the Agent and Client's
location is not close enough to provide the service through the
Company's Personnel Department, the responsibility rests with the
Agent. This involves securing a job description from the Client and
then includes the placement of ads in local newspapers' according to
Company Policy, providing the phone number of the agent, securing
applications for employment from candidates, interviewing candidates
and arranging meetings with the Client and the strongest candidates.
The Agent will then verify background information on selected
candidates for the position and enroll the new employee according to
Company policy.
I. Communications - The Agent will be responsible to communicate with the
Client, directives and communications that may from time to time be
necessary, as well as to all employees at the Client locations. The
Agent will be responsible to make themselves available to the Clients
and employees as necessary to answer questions about their employment
or benefits with the Company. The Agent will direct most questions to
the Company's appropriate departments, providing the client and
employees with appropriate names and numbers, but may be required to
assist them with problems or concerns as they may develop.
J. Collection - The Agent shall be responsible for collection of Client
invoices to the extent necessary to assure prompt collection of all
invoices. The Agent shall endeavor to establish the Client on a draft
of their business accounts established with the Company's Accounting
Department or shall endeavor to establish a reputable wire transfer of
funds required. If the Agent is unable to establish these forms of
payment then the Agent shall be responsible to deliver the Client
invoice with collection on a C.O.D. basis with payment in good funds.
If the Agent is
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unable to secure any of these above methods, the Agent will collect a
deposit equal to one weekly invoice, which the Company will securely
hold to insure the client's obligations are met under the contract. The
deposit should be submitted to the Company prior to the Client being
effective and before the first payroll is run. This should be indicated
in the Application for Client Services. The deposit must be made 50% at
that time and the remainder shall be added to the Client's invoices
over no more that 52 weeks.
K. Payroll Delivery - The Agent shall be responsible to deliver all
paychecks to employees. The Agent can accomplish this with many
methods. The Company will U.S. mail the checks to employees as a
preferred method having established as many employees on direct deposit
as possible, or the Agent may overnight checks to job sites where
necessary, but should endeavor to use two day priority mail when
possible. If proper collection arrangements are established with the
Client and invoices are paid in full a local delivery service can be
used to deliver paychecks to the employee job sites.
The Agent shall endeavor to place as much of the service tasks of the Client
with the respective departments within the Company as possible, but the Agent
will always be ultimately responsible for the Client and employee's satisfaction
with the Company. There can be no doubt about this fact and no buck passing of
blame can occur. The Agent is the one always in the best position to assure the
Client's satisfaction.
2. COMPENSATION
The Company shall pay the Agent, as full compensation for the Agent's services,
salary (as provided in the Employment Agreement attached hereto), commissions
and bonuses. In addition, the Agent shall be entitled to such fringe benefits
and prerequisites as may be provided generally for the Company's personnel
pursuant to policies established from time to time by the Company. Except as
otherwise specified, payment of accrued commissions or other compensation will
be made at such times and in such manner as the Company considers appropriate
for the efficient administration of this Agreement. The Company may, in its
discretion, increase or reduce such compensation from time-to-time. Such
compensation shall be payable to the Agent as follows:
B. Commissions
Sales and service commissions are payable on gross Payrolls, not
including administration fees, employer taxes and benefit costs sold
and serviced by the Agent under contract for client services which are
paid in full and are accepted by the Company.
Except as provided otherwise, by Company permission, sales and service
commissions will be payable only to the Agent whose name appears as the
Agent
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of Record for the employee leasing contract with the Company or on
other contracts mentioned in the Exclusions and Modifications part of
this section. In addition, Service commissions will become payable to
an Agent if the Company, in its sole discretion, upon written notice,
changes the Agent of Record and assigns the contract to the Agent for
servicing and shall notify the Agent the date to which the commission
shall be payable. The Agent will cease to be entitled to service
commissions if another Agent is designated as Agent of Record with
respect to a contract assigned or procured by the Agent, or if at the
sole discretion of the Company, the Company reassigns a contract for
servicing to another Agent.
1. Rates: The following commissions apply to gross payroll as
described above:
Sales Commissions.............25% (one quarter of one percent)
Service Commissions...........25% (one quarter of one percent)
2. Exclusions and Modifications: The rate of commission payable
on contracts for employee leasing, other than those included
in the above such as special contracts issued for
administrative services only; or other contracts for services
other than for employee leasing; or for contracts for employee
leasing issued at other than the Company's normal fees; or on
special contracts issued other than at the Company's normal
commission rates shall be as determined by the Company. The
Company reserves the right to change the commission schedule
applicable to any contract from time to time upon written
notice; however, no such change shall apply to any contract
procured and accepted by the Company prior to the effective
date of the change.
3. Vesting: Upon termination of this Agreement for any reason
other than for cause, sales commissions shall be payable in
accordance with the terms and conditions of this Agreement by
the Company after the termination date. In the event of the
death of the Agent, commissions shall be payable to the spouse
or designated beneficiary named in Schedule C attached hereto
to the extent that they would have been paid to the Agent. At
the death of the beneficiary, all commission payments shall
cease. However, payments to beneficiaries named shall not
exceed ten (10) years, and shall be paid at a frequency
established by the Company for the effective administration of
this provision. No vesting shall occur with respect to Service
commissions. Service commissions are paid only for services
rendered by the agent during the term of this agreement.
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The number of years vested sales commissions shall be payable
beyond the termination date is as follows:
# of Employees Sold Under # Of Years Vested
The Term Of This Commissions Will Be Paid
Agreement
200 1
400 2
600 3
800 4
1000 5
1200 6
1400 7
1600 8
1800 9
2000 Life
4. Validation: The Agent will cease to be entitled to Sales
Commissions if any six (6) month period lapses during which
the Agent fails to sell at least one (1) new signed and
accepted client contract for the Company under which that
contract or in combination with other new contracts obtains
fifty (50) new employees or $50,000 of gross payrolls monthly
excluding administrative fees, employer taxes and benefit
costs for the company under such contracts.
If the Agent fails in this Section a., then commissions shall
be paid only in accordance with the vesting provisions
contained in this Schedule until such time as the failure is
corrected and the Sales Agent fulfills the six (6) month
requirement.
C. Bonuses
New Employee Enrollment Bonus - The Agent shall be paid a new employee
enrollment bonus equal to $100.00 per new full time employee and $50.00
per new part time employee.
The Bonus will be paid in fifty-two (52) or twenty six (26) weekly
installments as an earned bonus and will be advanceable to the Agent on
a loan basis at the following occurrences:
1. 25% of the annualized bonus can be advanced when the Company
receives and accepts an Application for Client Services, under
which the
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Client has agreed by signing the Application and has an
enrollment meeting scheduled with the Agent.
2. 25% of the annualized bonus can be advanced when the
enrollment has occurred and the Agent has completed all
necessary forms from the enrollment including a signed Client
Contract.
3. 50% of the annualized bonus (the remaining balance) can be
advanced to the Agent when the first payroll is run and paid
in full by the Client.
Under no circumstances can the annualized bonuses advanced exceed
$10,000 in any calendar year except with company permission in writing.
If a client contract sold under this agreement terminates during the
first year, the contract is in force, then a charge back of the bonus
advanced will occur against future bonuses earned under this schedule.
The contract will be measured as to the period of time it was in force
against the one year period and a proportionate share of the bonus will
be charged for the unearned bonus. This will be measured by the
frequency of client payroll invoices. Example: 1/52 or 1/26 for each
paid invoice of earned bonus.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have hereto caused this Schedule A (Agent
Addendum to Employment Agreement attached hereto) to be executed and shall be
effective this 7th day of January, 1992.
EMPLOYEE: Xxxxx X. Xxxxxxxx TEAM AMERICA CORPORATION
/s/ Xxxxx X. Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
------------------------- ---------------------------
Signature
Xxxxxxx X. Xxxxxx
-------------------------------
Name
President
-------------------------------
Title
Witness: Witness:
/s/ E. Xxxxxxx Roar /s/ E. Xxxxxxx Roar
------------------------- -------------------------------
Signature Signature
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SCHEDULE C
BENEFICIARY ASSIGNMENT (OF VESTED COMMISSIONS)
1. Designated Beneficiaries
a. First Beneficiary
Full Name Relationship To Agent Date of Birth
/s/ Xxxx X. Xxxxxxxx Wife 5/3/50
b. Contingent Beneficiary (if
first is deceased at Agent's Death)
Full Name Relationship To Agent Date of Birth
/s/ K. Xxxxxx Xxxxxxxx Son 12/7/75
-------------------------- --------------- --------------
-------------------------- --------------- --------------
-------------------------- --------------- --------------
2. Change Of Beneficiary
Unless an irrevocable Beneficiary has been named, you have the right to
change the Beneficiary. Changes must be made in writing to the Company.
It will take effect the day you sign it. If an irrevocable Beneficiary
has been named, that Beneficiary must agree in writing to any change.
3. Maximum Term Of Payment Of Vested Commissions
The years that the Beneficiary will receive Vested Commissions upon the
Death of the Agent, shall be for the number of years that the Agent
would have received Vested Commission; but if the Agent was Vested for
life, then the maximum number of years that a beneficiary will receive
Vested Commissions shall be ten (10) years.
4. Death Of Beneficiary
At the death of the Beneficiary, all Vested Commissions will cease.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have hereto caused this Schedule C
(Beneficiary Assignment to Agent and Management Commission Addendum attached
hereto) to be executed and shall be effective this 7 day of January, 1992.
EMPLOYEE: Xxxxx X. Xxxxxxxx TEAM AMERICA CORPORATION
/s/ Xxxxx X. Xxxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
------------------------------ ---------------------------
Signature
Xxxxxxx X. Xxxxxx
------------------------------ -------------------------------
Name
President
------------------------------ -------------------------------
Title
Witness: Witness:
/s/ E. Xxxxxxx Roar /s/ E. Xxxxxxx Roar
------------------------------ -------------------------------
Signature Signature
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