Exhibit 10.9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1,
1999, by and between MILESTONE PROPERTIES, INC., a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxxx (the "Executive").
W I T N E S S E T H
WHEREAS, the Executive is currently the Chief Executive Officer of the
Company;
WHEREAS, the Executive possesses intimate knowledge of the business and
affairs of the Company, its policies, methods and personnel;
WHEREAS, the Board of Directors (the "Board") of the Company recognizes
that the Executive's contribution to the growth and success of the Company has
been, and believes will continue to be, substantial, and desires to assure the
Company of the Executive's present and continued employment in an executive
capacity and to compensate him therefor;
WHEREAS, the Board has determined that this Agreement will encourage
the Executive's continued attention and dedication to the Company; and
WHEREAS, the Executive is willing to make his services available to the
Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereby agree as follows:
1. Employment.
1.1 Employment and Term. The Company shall continue
to employ the Executive and the Executive shall
continue to serve the Company, upon the terms and
conditions set forth herein, for an initial term of
three years commencing as of January 1, 1999, unless
sooner terminated as hereinafter set forth, which
term shall thereafter be extended for additional
consecutive one year periods, except as otherwise set
forth herein, unless written notice is given by
either party to the other party no later than 60 days
before the expiration of the Term (as defined herein)
of such party's intention not to extend the Term. The
period during which the Executive is employed
hereunder is referred to as the "Term". In the event
that the Company elects not to renew this Agreement,
the Executive shall be entitled to the payments
provided herein under Section 4.2, subject to the
provisions of Section 4.1 and Section 6 hereof.
1.2 Duties of Executive. The Executive shall serve as the Chief Executive
Officer of the Company and shall diligently perform such duties and services as
are commensurate with such position and as may reasonably be designated by the
By-laws of the Company and from time to time assigned by the Board. The
Executive shall devote such time to the business and affairs of the Company as
the Board deems necessary. -------------------
1.3 Place of Performance. In connection with the Executive's employment by
the Company, the Executive shall be based at the Company's principal executive
offices in Boca Raton, Florida. The Executive may be required to travel on the
Company's business to an extent substantially consistent with his present travel
obligations. --------------------
2. Compensation.
2.1 Base Salary. During the Term, the Executive shall
receive a base salary subject to adjustments as
hereinafter provided (the "Base Salary") at the
annual rate of $446,698. During the Term, the Board,
or an appropriate committee thereof, shall review
annually the Base Salary payable to the Executive and
adjust the same in its sole discretion, provided,
however, that the Base Salary at any time may not be
less than $446,698. In connection with making
adjustments to the Base Salary as provided for in
this Section 2.1, the Board, or an appropriate
committee thereof, will consider the contributions of
the Executive to the Company's efficiency, growth,
productivity and profitability, the expansion of the
Executive's duties, if any, the level of the
Executive's responsibilities, the Executive's tenure
with the Company, and such other factors as they deem
relevant. The Base Salary shall be payable in
substantially equal installments consistent with the
Company's normal payroll schedule, subject to
applicable withholding and other taxes.
2.2 Bonus. The Executive may be issued annual bonuses in accordance with
the guidelines set forth in the Management Incentive Plan as adopted by the
Compensation Committee of the Board on May 24, 1994, as it may be amended from
time to time, for executives of the Company, or as otherwise determined by the
Board. In addition to the foregoing, and not in limitation thereof, the
Executive may receive such additional bonuses as the Board, in its sole
discretion, may determine -----
3. Expense Reimbursement and Other Benefits.
3.1 Expense Reimbursement. During the Term, the
Company, upon the submission of supporting
documentation satisfactory to the Company by the
Executive, and in accordance with Company's policies
for its executives, shall reimburse the Executive for
all reasonable expenses actually paid or incurred by
the Executive in the course of, and pursuant to, the
business of the Company, including expenses for
travel and entertainment. Reimbursement for expenses
shall be subject to such regulations and procedures
as the Company may from time to time establish.
3.2 Vacation. During the Term, the Executive shall be entitled to such
amount of annual paid vacation time as designated in the Company's employee
manual or as otherwise designated by the Board, provided, however, that the
Executive shall be entitled to no less than four weeks annual paid vacation. The
time during which the Executive may use his vacation time and be absent from the
office shall be at his sole discretion. --------
3.3 Fringe and Medical Benefits. The Company shall provide the following
benefits to the Executive, either through direct payments by the Company or by
reimbursement: ---------------------------
(a) A term life insurance policy insuring
the Executive's life which provides a
benefit of no less than $200,000, naming
such beneficiaries as the Executive may
designate from time to time. Notwithstanding
the foregoing, if the Company is unable to
obtain term life insurance which provides a
benefit of no less than $200,000 on the
Executive's life at a normal and customary
cost thereof, as reasonably determined by
the Board (the "Company Funded Premium"),
for a person of the Executive's age, then
this provision and the obligation of the
Company hereunder shall be limited to (i) a
contribution by the Company of an amount not
less than the Company Funded Premium toward
the payment of the premium of such other
term life insurance policy, without regard
to the benefit provided thereby, as the
Executive is able to obtain, or (ii) at the
Executive's election, the Company Funded
Premium may be applied toward such term life
insurance insuring the Executive's life
providing for a lesser benefit as the
Company may procure. If requested by the
Company, the Executive agrees to cooperate
with the Company in obtaining, at the
Company's expense, such life insurance. Such
cooperation shall include, without
limitation, completing and signing such
forms or applications, undergoing physical
examinations, and such other acts as may be
required in order to obtain such insurance.
(b) The Executive shall be eligible to
participate in all benefit plans established
by the Company, on the same basis and
subject to the same qualifications as other
executive officers of the Company including,
but not limited to, medical, bonus, stock
option and other benefit programs. In
addition, the Company may provide such
fringe benefits to the Executive, either
through direct payments or by
reimbursements, as the Company or the Board
may determine from time to time.
4. Termination.
4.1 Termination for Cause. Notwithstanding anything
contained in this Agreement to the contrary, the
Executive's employment with the Company may be
terminated by the Company for "Cause". As used in
this Agreement, the term "Cause" shall mean only (i)
any action or omission of the Executive which
constitutes a willful and material breach of this
Agreement, including, but not limited to, the failure
of the Executive to satisfactorily perform his duties
under Section 1.2 hereof, which is not cured, or as
to which diligent attempts to cure have not commenced
within the time period provided for in this Section
4.1, (ii) the commission by the Executive of any act
which would constitute fraud, embezzlement or
misappropriation as against the Company, or (iii) the
conviction (from which no appeal can be taken) of the
Executive of any criminal act which is a felony.
Termination of the Executive pursuant to this Section
4.1 shall be communicated by a notice (the "Notice of
Termination") to the Executive from the Board setting
forth a resolution duly adopted by the affirmative
vote of not less than a majority of the entire
membership of the Board (excluding the Executive if
he is then a director of the Company) at a meeting
thereof duly called and held for such purpose finding
that in the good faith opinion of the Board, the
Executive was guilty of conduct set forth in the
definition of Cause and specifying the particulars
thereof in detail. In the event of a proposed
termination for Cause described in clause (i) of this
Section 4.1, the Executive shall be given a notice (a
"Notice of Cause") from the Board setting forth in
reasonable detail any alleged acts or failures to act
which the Board believes may be grounds for
termination of the Executive's employment pursuant to
the terms hereof and the opportunity to meet with the
Board at a time and place mutually convenient to both
the Board and the Executive, but in no event later
than 10 business days after the Notice of Cause is
given to the Executive, at which meeting the
Executive shall have the right to appear with legal
counsel of his choosing to refute any determination
of Cause specified in such notice, and any
termination of the Executive's employment by reason
of such determination of Cause shall not be effective
until the Executive is afforded such opportunity to
appear and be heard to defend such act or failure to
act. If the Executive shall fail to correct such act
or failure to act within 10 business days after such
meeting, the Executive's employment by the Company
shall be terminated by delivery to the Executive of a
Notice of Termination, which Notice of Termination
shall be effective when given. If, within the period
provided, the Executive corrects such act or failure
to act, the Executive's employment may not then be
terminated by the Board. Upon any termination
pursuant to this Section 4.1, the Company shall pay
to the Executive any unpaid Base Salary accrued
through the effective date of termination specified
in the Notice of Termination. In addition, the
Company shall pay any benefits owed to the Executive
under any plan that the Executive participates in
pursuant to Section 3.3 hereof, in accordance with
the terms of such plans as in effect on the date of
termination of employment under this Section 4.1.
Except as provided in this Section 4.1, the Company
shall have no further liability hereunder (other than
to make all reimbursements for reasonable business
expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 3.1
hereof).
4.2 Termination Without Cause. In the event that the
Executive's employment is terminated other than (i)
for Cause or (ii) in connection with, or as a result
of, a Change of Control, the Company shall (a) give
the Executive 30 days written notice of the
termination of his employment and (b) pay to the
Executive the Executive's Base Salary, as then in
effect, accrued and unpaid through the date that his
employment was terminated, together with all other
accrued and unpaid benefits owing to the Executive
through the date of the termination of the
Executive's employment with the Company plus an
amount equal to 300% of the Executive's Base Salary,
as then in effect. Subject to Section 7 hereof, all
payments provided for in this Section 4.2 shall be
made by the Company in substantially equal
installments consistent with the Company's normal
payroll schedule, subject to applicable withholding
and other taxes. In addition, the Company shall pay
any benefits owed to the Executive under any plan
that the Executive participates in pursuant to
Section 3.3 hereof, in accordance with the terms of
such plans as in effect on the date of termination of
his employment under this Section 4.2. Except as
provided in this Section 4.2, the Company shall have
no further liability hereunder (other than to make
all reimbursements for reasonable business expenses
incurred prior to the date of termination, subject,
however, to the provisions of Section 3.1 hereof). In
the event that there has been a Change of Control
pursuant to Section 6 hereof, or this Agreement has
been assigned pursuant to Section 10 hereof, this
Section 4.2 shall not survive the assignment of this
Agreement.
5. Disability or Death.
5.1 Disability. Notwithstanding anything contained in
this Agreement to the contrary, if, during the Term,
the Executive suffers a disability (as defined
below), the Company shall, subject to the provisions
of Section 5.2 hereof, either directly, through
insurance, or through a combination of both, continue
to pay the Executive an amount equal to the Base
Salary, as then in effect, plus a proportionate
amount of any compensation earned by or due to the
Executive as provided for in Section 2.2 hereof
through the end of the first 180 days of such
disability, provided, however, that, in the event
that the Executive is disabled for a period of more
than 180 days in any 12 month period, the Company
may, at its election, by a vote of not less than a
majority of the entire membership of the Board
(excluding the Executive if he is then a director of
the Company) within 90 days from the 180th day that
the Executive is disabled, terminate the Executive's
employment with the Company. In the event of such
termination, (i) payment of the Executive's Base
Salary, as then in effect, and fringe benefits (to
the extent permissible by applicable law) shall be
continued for a period of 12 months after such
termination, and (ii) the Executive shall receive a
one time bonus in an amount equal to the highest
annual bonus paid to the Executive with respect to
any of the three years immediately preceding the date
of termination of the Executive to be paid to the
Executive within 15 business days after his
termination. In addition, the Company shall pay any
benefits owed to the Executive under any plan that
the Executive participates in pursuant to Section 3.3
hereof, in accordance with the terms of such plans as
in effect on the date of termination of employment
under this Section 5.1. Except as provided in this
Section 5.1, the Company shall have no further
liability hereunder (other than to make all
reimbursements for reasonable business expenses
incurred by the Executive prior to the date of
termination, subject, however, to the provisions of
Section 3.1 hereof). For purposes of this Agreement
"disability" means a reasonable determination by the
Board, based on reasonable medical evidence, that the
Executive is incapable of substantially performing
his obligations pursuant to the terms of this
Agreement by reason of physical or mental illness or
injury.
5.2 Death. In the event of the death of the Executive
during the Term, the Company shall pay to the
Executive's legal representative (i) any unpaid Base
Salary accrued through the date of the Executive's
death, (ii) the Executive's Base Salary, as then in
effect, and fringe benefits (to the extent
permissible by applicable law) for a period of 12
months after the Executive's death, and (iii) a one
time bonus in an amount equal to the highest annual
bonus paid to the Executive with respect to any of
the three years immediately preceding the date of
death of the Executive. In addition, the Company
shall pay to the Executive's legal representative any
benefits owed to the Executive under any plan that
the Executive participated in pursuant to Section 3.3
hereof, in accordance with the terms of such plans as
in effect on the date of the Executive's death.
Except as provided in this Section 5.2, the Company
shall have no further liability hereunder (other than
to make all reimbursements of reasonable business
expenses incurred by the Executive prior to the date
of the Executive's death, subject, however, to the
provisions of Section 3.1 hereof).
6. Change of Control.
(a) For the purposes of this Agreement, a "Change of
Control" shall be deemed to have taken place if: (i)
in connection with any cash tender or exchange offer,
merger or other business combination, contested
election, or any other transaction, the persons who
were directors of the Company before such
transactions shall cease to constitute at least
two-thirds of the Board or of the board of directors
of any successor to the Company, as the direct or
indirect result of, or in connection with, any such
transaction, (ii) a complete liquidation or
dissolution of the Company occurs, (iii) there is a
sale or other disposition (other than to a wholly
owned subsidiary) of all, or substantially all, of
the assets of the Company, or (iv) any person,
including a "group" (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), hereafter acquires
(other than directly from the Company or through open
market purchases approved by the Board, as long as
the majority of the Board approving such purchases is
the majority at the time such purchases are made) any
voting securities of the Company such that
immediately after such acquisition such person has
beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or
more of the combined voting power of the then
outstanding securities of the Company (if,
immediately prior to such acquisition, such person
did not then have beneficial ownership of 20% or more
of the combined voting power of the outstanding
securities of the Company), provided, however, in
determining whether a Change of Control has occurred,
the acquisition of securities by (a) an employee
benefit plan (or a trust forming a part thereof)
maintained by either (y) the Company or (z) any
corporation or person of which a majority of its
voting power or its voting equity securities or
equity interest is owned, directly or indirectly, by
the Company (for purposes of this definition, a
"Subsidiary"), or (b) the Company or a Subsidiary,
shall not constitute an acquisition which would cause
a Change of Control. For purposes of this Agreement,
the acquisition of additional shares of the Company's
securities by Concord Assets Group, Inc. or any of
its affiliates shall not constitute a Change of
Control. For Change of Control purposes, if the
Company is a private entity, a Change of Control
would be deemed to take place upon the occurrence of
an event, the result of which is a person (or group
of affiliated persons) acquiring ownership,
beneficially or otherwise, of greater than 50% of the
voting securities of the Company.
(b) The Company and the Executive hereby agree that,
if the Executive is employed by the Company on the
date on which a Change of Control occurs (the "Change
of Control Date"), the Company (and any successor
company that assumes this Agreement) will continue to
retain the Executive and the Executive will remain
employed by the Company (or such successor company)
and the Executive agrees to exercise such authority
and perform such executive duties for the Company (or
successor company) as are commensurate with the
authority being exercised and duties being performed
by the Executive immediately prior to the Change of
Control Date, until the third anniversary of the
Change of Control Date, without regard to automatic
renewals as set forth in Section 1.1. Unless
otherwise indicated herein, the term "the Company"
shall include any successor company that assumes this
Agreement.
(c) If after a Change of Control the Executive is
requested and, in his sole and absolute discretion,
consents to change his principal business location,
the Company will reimburse the Executive for his
reasonable relocation expenses, including, without
limitation, moving expenses, temporary living and
travel expenses for a reasonable time while arranging
to move his residence to the changed location,
closing costs, if any, associated with the sale of
his existing residence and the purchase of a
replacement residence at the changed location, plus
an additional amount representing a gross-up of any
state or federal taxes payable by the Executive as a
result of any such reimbursement. If the Executive
shall not consent to change his business location,
the Executive may continue to provide the services
required of him hereunder from his then residence
and/or business address, and the Company shall
continue to maintain an office for the Executive at
such location commensurate with the Executive's
office at the Company prior to the Change of Control
Date.
(d) After a Change of Control the Company shall (i)
continue to pay the Executive a salary in an amount
not less than the Base Salary as in effect on the
Change of Control Date, (ii) pay the Executive
bonuses in an amount per year not less than the
average of those bonuses paid to the Executive during
the three year period immediately preceding the
Change of Control Date, and (iii) continue employment
benefit programs for the Executive at levels not less
than those in effect on the Change of Control Date
(but subject to such reductions as may be required to
maintain such plans in compliance with applicable
federal law regulating employee benefit programs).
(e) If after a Change of Control this Agreement has
not been assigned to the successor company and (i)
the Executive's employment is terminated by the
Company or successor company other than for Cause, or
(ii) there shall have occurred a material reduction
in the Executive's compensation or employment related
benefits, or a material change in the Executive's
status, working conditions, management
responsibilities or titles, and the Executive
voluntarily terminates his relationship with the
Company (or the successor company) within 60 days of
any such occurrence, or the last in a series of such
occurrences, the Executive shall be entitled to
receive, subject to the provisions of subparagraph
(f) of this Section 6, a "lump sum payment" equal to
(y) 299% of the Executive's "Base Period Income" as
determined under subparagraph (f) of this Section 6
reduced by (z) any additional payments to such
Executive required to be taken into consideration for
the purposes of calculating a "parachute payment"
within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), and
regulations promulgated thereunder, provided,
however, that no such lump sum payment shall be
owing, payable or paid to the Executive if the
Company procures a position for the Executive with a
company or entity that conducts business similar to
that of the Company's in all material respects in the
same general geographic vicinity as the Company
currently conducts its business, with an employment
agreement having terms and conditions substantially
the same as those of this Agreement in all material
respects. If payable, such lump sum payment will be
paid to the Executive within 15 business days after
his termination of employment with the Company (or
such successor company). Such termination payment
shall not be reduced by any present value or similar
factor, and the Executive shall not be required to
mitigate the amount of such payment by securing other
employment or otherwise, nor will such payment be
reduced by reason of the Executive securing other
employment or for any other reason. The termination
payment shall be paid in lieu of any severance pay
due to the Executive pursuant to any severance or
employment agreement with, or severance payment plan
of, the Company.
(f) The Executive's "Base Period Income" shall be his average annual
compensation (including, without limitation, his Base Salary and any bonuses)
for the five years immediately preceding the date of his termination of
employment with the Company. If the Executive has not been employed by the
Company for a full five years at the time that his employment with the Company
is terminated, his Base Period Income shall be determined based on the period
that he was employed by the Company.
(g) In the event that the Executive's employment with
the Company is terminated other than for Cause,
disability or death after this Agreement has been
assigned pursuant to Section 10 hereof, the company
that assumed this Agreement shall pay to the
Executive the Executive's Base Salary, as then in
effect, accrued and unpaid through the date that his
employment was terminated, together with all other
accrued and unpaid benefits owing to the Executive
through the date of the termination of the
Executive's employment plus, subject to the
provisions of subparagraph (f) of this Section 6, a
"lump sum payment" equal to (i) 299% of the
Executive's "Base Period Income" as determined under
subparagraph (f) of this Section 6 reduced by (ii)
any additional payments to such Executive required to
be taken into consideration for the purposes of
calculating a "parachute payment" within the meaning
of Section 280G of the Code and regulations
promulgated thereunder. If payable, such lump sum
payment will be paid to the Executive within 15
business days after his termination of employment
with the Company (or such successor company). Such
termination payment shall not be reduced by any
present
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value or similar factor, and the Executive
shall not be required to mitigate the amount of such payment by securing other
employment or otherwise, nor will such payment be reduced by reason of the
Executive securing other employment or for any other reason. The termination
payment shall be paid in lieu of any severance pay due to the Executive pursuant
to any severance or employment agreement with, or severance payment plan of, the
Company.
7. Mitigation.
In the event that the Executive's employment with the Company
is terminated pursuant to the provisions of Section 4.2
hereof, the Executive shall be obligated to seek other
employment to mitigate the amount of any payments provided for
under this Agreement. If the Executive obtains other
employment, the amount of any payment provided for pursuant to
Section 4.2 hereof shall be reduced by any compensation earned
by the Executive as the result of employment by another
employer after the termination of the Executive's employment
with the Company. If the amount of all compensation earned by
the Executive as the result of employment by another employer
after the termination of the Executive's employment with the
Company is equal to or greater than the amount of all payments
provided for pursuant to Section 4.2 hereof, the Company shall
have no further liability to the Executive under Section 4.2
hereof.
8. Restrictive Covenants.
8.1 Nondisclosure. During the Term and following the
termination of the Executive's employment with the
Company, the Executive shall not divulge,
communicate, use to the detriment of the Company or
for the benefit of any other person or persons, or
misuse in any way, any Confidential Information (as
hereinafter defined) pertaining to the business of
the Company. Any Confidential Information, or data
now or hereafter acquired by the Executive with
respect to the business of the Company (which shall
include, but not be limited to, information
concerning the Company's financial condition,
prospects, technology, customers, suppliers, methods
of doing business and marketing and promotion of the
Company's services), shall be deemed a valuable,
special and unique asset of the Company that is
received by the Executive in confidence and as a
fiduciary. For purposes of this Agreement,
"Confidential Information" means information
disclosed to the Executive or known by the Executive
as a consequence of, or through, his employment by
the Company (including information conceived,
originated, discovered or developed by the Executive)
prior to, or after, the date hereof and not generally
known or in the public domain, about the Company or
its business. Notwithstanding the foregoing, nothing
herein shall be deemed to restrict the Executive from
disclosing Confidential Information to the extent
required by law.
8.2 Nonsolicitation of Employees. During the Term and
for a period of two years following the termination
of the Executive's employment with the Company, the
Executive shall not directly or indirectly, for
himself or for any other person, firm, corporation,
partnership, association or other entity, attempt to
employ or enter into any contractual arrangement,
directly or indirectly, with any employee of the
Company or any person who was an employee of the
Company at any time during the six month period
immediately prior to the Executive's termination and
whose employment with the Company was terminated by
the Company.
8.3 Books and Records. All books, records, accounts and similar
repositories of Confidential Information of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company upon termination of this Agreement or upon the Board's request at any
time. -----------------
9. Injunction.
It is recognized and hereby acknowledged by the parties hereto
that a breach by the Executive of any of the covenants
contained in Section 8 of this Agreement will cause
irreparable harm and damage to the Company, the monetary
amount of which may be virtually impossible to ascertain and,
therefore, that damages at law would be insufficient for
breach of any of the covenants contained in Section 8 hereof.
As a result, the Executive agrees that in the event of a
breach or threatened breach by the Executive of any provisions
of Section 8 hereof, the Company shall be entitled to
equitable relief in the form of an injunction to prevent
irreparable injury and that such right to injunctive relief
shall be cumulative and in addition to whatever other remedies
the Company may possess. In connection with any proceeding to
seek injunctive relief, the parties hereto waive any
requirement to post a bond.
10. Consolidation, Merger or Sale of Assets; Assignability.
Nothing in this Agreement shall preclude the Company from
consolidating or merging into or with, or transferring all or
substantially all of its assets to, another corporation or
entity which assumes this Agreement, and all obligations of
the Company hereunder, in writing. Nothing in this Agreement
shall preclude the Company from assigning this Agreement to
another entity in the event that the Company is liquidated or
upon a Change of Control if the successor company is not
otherwise obligated to assume this Agreement. Upon such
consolidation, merger, transfer of assets, liquidation,
assignment and assumption, the term "the Company" as used
herein, shall mean such other corporation or entity that
assumes this Agreement, and this Agreement shall continue in
full force and effect except as otherwise provided in this
Section 10. Except as otherwise provided in this Section 10,
this Agreement shall not be assigned by either party except
with the written consent of the other. In the event that this
Agreement is assigned in accordance with the provisions of
this Section 10, this Agreement shall continue until the third
anniversary of the date of such assignment and the automatic
renewals as set forth in Section 1.1 hereof and the Change of
Control provisions of Section 6 hereof shall no longer be
enforceable.
11. Binding Effect.
Except as herein otherwise provided, this Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto, their
personal representatives, successors, heirs and assigns.
12. Reformation.
If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the term
of this Agreement, in lieu of such illegal, invalid or unenforceable provision,
there shall be added automatically as a part of this Agreement a provision as
similar in terms to such illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable.
13. Terminology.
All personal pronouns used in this Agreement, whether used in the
masculine, the feminine or the neuter gender, shall include all other genders,
and the singular shall include the plural and vice versa. Titles of Sections are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.
14. Governing Law.
This Agreement shall be governed and construed in accordance
with the laws of the State of Florida, without regard to the conflict of laws
principles thereof.
15. Entire Agreement
This Agreement contains the entire understanding between the
parties hereto and may not be changed or modified except by an agreement in
writing signed by all the parties hereto.
16. Counterparts.
This Agreement may be executed in any number of counterparts
and each such counterpart shall for all purposes be deemed an original.
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17. Notice.
All notices or communications hereunder shall be in writing
and shall be deemed given when delivered in person or when sent by registered or
certified mail, return receipt requested, or by overnight courier service, to a
party at the following address, or at such other address as any party shall have
given notice to the other in the manner herein provided:
If to the Company, to:
Milestone Properties, Inc.
000 Xxxx Xxxxxxxx Xxxx Road, 4th Floor
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, President
If to the Executive, to the address on file
in the personnel records of the Company.
4
IN WITNESS WHEROF, this Agreement has been duly signed by the parties
hereto as of the day and year first above written.
MILESTONE PROPERTIES, INC.
By___________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
------------------------------
Xxxxxxx X. Xxxxxx
