EXHIBIT 10.21
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), by and between Travel
Services International, Inc., a Florida corporation ("TSI"), and Xxxxxxx X.
Xxxxxxx ("Employee"), is hereby entered into as of the 1st day of September,
1999 (the "Effective Date").
R E C I T A L S
A. As of the date of this Agreement, TSI is engaged primarily in the
business of providing travel services to consumers and travel agents.
B. Employee is employed hereunder by TSI in a confidential
relationship wherein Employee, in the course of Employee's employment with TSI,
has and will continue to become familiar with and aware of information as to
TSI's customers, specific manner of doing business, including the processes,
techniques and trade secrets utilized by TSI, and future plans with respect
thereto, all of which has been and will be established and maintained at great
expense to TSI; this information is a trade secret and constitutes the valuable
goodwill of TSI.
A G R E E M E N T S
In consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. EMPLOYMENT AND DUTIES.
(a) TSI hereby employs Employee as Senior Vice President, Operations
of TSI. As such, Employee shall have responsibilities, duties and authority
reasonably accorded to and expected of such position and will report to the
President and Chief Operating Officer of TSI. Employee hereby accepts this
employment upon the terms and conditions herein contained and, subject to
paragraph 1(c) hereof, agrees to devote Employee's full business time, attention
and efforts to promote and further the business of TSI.
(b) Employee shall faithfully adhere to, execute and fulfill all
policies established by the senior management or Board of Directors of TSI (the
"Board").
(c) Employee shall not, during the term of his employment hereunder,
be engaged in any other business activity pursued for gain, profit or other
pecuniary advantage if such activity interferes with Employee's duties and
responsibilities hereunder. The foregoing limitations shall not be construed as
prohibiting Employee from making personal investments in such form or manner as
will neither require Employee's services in the operation or affairs of the
companies or enterprises in which such investments are made nor violate the
terms of paragraph 4 hereof.
2. COMPENSATION.
For all services rendered by Employee, TSI shall compensate Employee
as follows:
(a) BASE SALARY. The base salary payable to Employee shall be
$140,000 per year, payable on a regular basis in accordance with TSI's standard
payroll procedures but not less than monthly. On at least an annual basis, the
Board will review Employee's performance and may make increases to such base
salary if, in its discretion, any such increase is warranted. Such recommended
increase would, in all likelihood, require approval by the Board or a duly
constituted committee thereof. In no event will Employee's salary be reduced
during the Term.
(b) INCENTIVE BONUS PLAN. Employee shall be eligible to receive
year-end bonus awards pursuant to the Company's Incentive Bonus Plan. The
maximum bonus for which Employee may be eligible will be 75% of Employee's base
salary.
(c) EXECUTIVE PERQUISITES, BENEFITS, AND OTHER COMPENSATION.
Employee shall be entitled to receive additional benefits and compensation from
TSI in such form and to such extent as specified below:
(i) Payment of all premiums for coverage for Employee and Employee's
dependent family members under health, hospitalization, disability, dental, life
and other insurance plans that TSI may have in effect from time to time for its
executives.
(ii) Reimbursement for all business travel and other out-of-pocket
expenses reasonably incurred by Employee in the performance of Employee's
services pursuant to this Agreement. All reimbursable expenses shall be
appropriately documented in reasonable detail by Employee upon submission of any
request for reimbursement, and in a format and manner consistent with TSI's
expense reporting policy.
(iii) TSI shall provide Employee with other executive perquisites as
may be available to senior management of TSI and participation in all other
TSI-wide employee benefits as available from time to time, including
participation in TSI's 401(k) plan and vacation benefits in accordance with
TSI's established policies.
(iv) STOCK OPTIONS. Subject to Board approval, TSI shall grant to
Employee options to acquire 65,000 shares of TSI common stock at the price per
share equal to the fair market value (which shall be the last sale price for the
common stock on the Nasdaq Stock Market) on the date of grant. TSI agrees to
submit such options for approval to the Compensation Committee of the Board of
Directors at its next regular meeting following execution of this Agreement.
Such options shall be granted in accordance with TSI's Long Term Incentive Plan
and will be evidenced by a stock option grant agreement that will provide, among
other things, that the options will vest in installments of 16,250 shares on
each of the first, second, third and fourth anniversaries of the Effective Date
and will expire on the tenth anniversary of the grant.
2
3. NON-COMPETITION.
Employee acknowledges that during the course of Employee's employment,
Employee will receive confidential and proprietary information from and
concerning TSI and its subsidiaries. Employee also acknowledges that TSI will
make substantial investments in TSI's goodwill and Employee's professional
development. The capital expended with respect to this goodwill and development
directly benefits the Employee and should continue to do so in the event that
the relationship between TSI and Employee is terminated. Likewise, other capital
investments to be made by TSI to assist in the Employee's professional
development (including but not limited to those items listed below) will confer
a direct economic benefit on the Employee. During the course of the Employee's
tenure with TSI, Employee will have received the following economic benefits as
a result of capital expenditures by TSI:
(1) Marketing support enabling the Employee to expand
the Employee's own professional development and to become known by
additional industry personnel.
(2) The development and implementation of information
systems and reporting formats unique to the travel business to make the
provision of travel services more efficient, and to maximize the time
available to the Employee for the expansion of TSI's business (as
opposed to attending to administrative functions).
(3) Financial support to facilitate business growth.
(4) Participation in proprietary strategic planning
sessions which focus on professional and business growth opportunities.
(5) Cross-selling, synergy and business expansion
opportunities from being part of the TSI group of companies.
The Employee agrees that TSI is entitled to protect these business
interests and investments and to prevent the Employee from using or taking
advantage of the foregoing economic benefits to TSI's detriment.
(a) Employee agrees that, except for services and duties performed
for or on behalf of TSI or its subsidiaries pursuant to this Agreement, Employee
will not, during the period of Employment with the Company and for a period of
two (2) years immediately following the termination of Employee's employment
under this Agreement ("Restricted Period") (as defined below) for any reason
whatsoever, directly or indirectly, for himself or on behalf of or in
conjunction with any other person, persons, company, partnership, corporation or
business of whatever nature:
(i) engage, as an officer, director, shareholder, owner, partner,
joint venturer or in a managerial capacity, whether as an employee, independent
contractor, consultant or advisor or as a sales representative, in any travel
service business competitive with TSI and/or its subsidiaries or affiliates,
including, without limitation, any such business conducted through
3
telephone or other reservation centers or through electronic distribution
channels such as the Internet, within the United States or within 100 miles of
any other geographic area in which TSI or any of TSI's subsidiaries conducts
business, including any territory serviced by TSI or any of its subsidiaries
(the "Territory");
(ii) call upon any person who is, at that time, within the
Territory, an employee of TSI (including the subsidiaries thereof) for the
purpose or with the intent of enticing such employee away from or out of the
employ of TSI (including the subsidiaries thereof);
(iii) call upon any person or entity which, to Employee's knowledge,
is, at that time, or which has been, within one (1) year prior to that time, a
customer of TSI (including the respective subsidiaries thereof) within the
Territory for the purpose of soliciting or selling products or services in
direct competition with TSI or any subsidiary of TSI within the Territory; or
(iv) call upon any prospective acquisition candidate, on Employee's
own behalf or on behalf of any competitor, which candidate is or was, to
Employee's knowledge, either called upon by TSI (including the respective
subsidiaries thereof) or for which TSI made an acquisition analysis for the
purpose of acquiring such entity and the acquisition of such prospective
candidate is still under consideration by TSI.
Notwithstanding the above, the foregoing covenant shall not be
deemed to prohibit Employee from acquiring as an investment not more than two
percent (2%) of the capital stock of a competing business whose stock is traded
on a national securities exchange or over-the-counter.
(c) Because of the difficulty of measuring economic losses to TSI as
a result of a breach of the foregoing covenant, and because of the immediate and
irreparable damage that could be caused to TSI for which it would have no other
adequate remedy, Employee agrees that the foregoing covenant may be enforced by
TSI in the event of breach by him, by injunctions, restraining orders and other
equitable remedies.
(d) It is agreed by the parties that the foregoing covenants in this
paragraph 4 impose a reasonable restraint on Employee in light of the activities
and business of TSI (including TSI's subsidiaries) on the date of the execution
of this Agreement and the current plans of TSI (including TSI's subsidiaries);
but it is also the intent of TSI and Employee that such covenants be construed
and enforced in accordance with the changing activities, business and locations
of TSI (including TSI's subsidiaries) throughout the term of this Agreement. For
example, if, during the term of this Agreement, TSI (including TSI's
subsidiaries) engages in new and different activities, enters a new business or
establishes new locations for its current activities or business in addition to
or other than the activities or business of TSI as of the date hereof, or the
locations currently established therefor, then Employee will be precluded from
soliciting the customers or employees of such new activities or business or from
such new location and from directly competing with such new business within 100
miles of its then-established operating location(s) through the term of this
Agreement.
4
It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with TSI (including TSI's
subsidiaries), or similar activities, or business in locations the operation of
which, under such circumstances, does not violate clause (i) of this paragraph
3, and in any event such new business, activities or location are not in
violation of this paragraph 3 or of employee's obligations under this paragraph
3, if any, Employee shall not be chargeable with a violation of this paragraph 3
if TSI (including TSI's subsidiaries) shall thereafter enter the same, similar
or a competitive (i) business, (ii) course of activities or (iii) location, as
applicable.
(e) The covenants in this paragraph 3 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and the Agreement shall be reformed in accordance therewith.
(f) All of the covenants in this paragraph 3 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against TSI, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by TSI of such covenants. It is specifically agreed that the period
of two (2) years following termination of employment stated at the beginning of
this paragraph 3, during which the agreements and covenants of Employee made in
this paragraph 3 shall be effective, shall be computed by excluding from such
computation any time during which Employee is in violation of any provision of
this paragraph 3.
4. PLACE OF PERFORMANCE.
(a) Employee understands that he must relocate from Employee's
present residence to the Delray Beach, Florida, area in order to efficiently
carry out Employee's duties and responsibilities under this Agreement.
(b) Employee understands that apart from the relocation set forth in
(a) above, he may be requested during the Term of this Agreement to relocate to
another geographic location in order to more efficiently carry out Employee's
duties and responsibilities. If such a request is made and Employee refuses,
such refusal shall not constitute "cause" for termination of this Agreement
under the terms of paragraph 5(c).
5. TERM; TERMINATION; RIGHTS ON TERMINATION.
The term of this Agreement shall begin on the Effective Date and
continue for three years (until August 31, 2002), and, unless terminated sooner
as herein provided, shall continue thereafter on a year-to-year basis on the
same terms and conditions contained herein in effect as of the time of renewal.
As used herein, the word "Term" shall mean (i) during the three-year period
referred to in the preceding sentence, such three-year period, and (ii) during
any one-year
5
renewal pursuant to the terms hereof, such one-year period. This Agreement and
Employee's employment may be terminated in any one of the following ways:
(a) DEATH. The death of Employee shall immediately terminate this
Agreement with no severance compensation due to Employee's estate.
(b) DISABILITY. If, as a result of incapacity due to physical or
mental illness or injury, as reasonably determined by Employee's physician,
Employee shall have been absent from Employee's full-time duties hereunder for
four (4) consecutive months, then thirty (30) days after receiving written
notice (which notice may occur before or after the end of such four (4) month
period, but which shall not be effective earlier than the last day of such four
(4) month period), TSI may terminate Employee's employment hereunder provided
Employee is unable to resume Employee's full-time duties at the conclusion of
such notice period. Also, Employee may terminate Employee's employment hereunder
if his health should become impaired to an extent that makes the continued
performance of Employee's duties hereunder hazardous to Employee's physical or
mental health or life, provided that Employee shall have furnished TSI with a
written statement from a qualified doctor to such effect and provided, further,
that, at TSI's request made within thirty (30) days after the date of such
written statement, Employee shall submit to an examination by a doctor selected
by TSI who is reasonably acceptable to Employee or Employee's doctor and such
doctor shall have concurred in the conclusion of Employee's doctor. In the event
this Agreement is terminated by either party as a result of Employee's
disability, Employee shall receive from TSI, in a lump-sum payment due within
ten (10) days after the effective date of termination, the base salary at the
rate then in effect for whatever time period is remaining under the Term of this
Agreement or for one (1) year, whichever amount is greater.
(c) GOOD CAUSE. TSI may terminate the Agreement for good cause,
which includes, but is not limited to: (1) Employee's willful, material and
irreparable breach of this Agreement; (2) Employee's gross negligence in the
performance or intentional nonperformance of duties and responsibilities
hereunder continuing for ten (10) days after receipt of written notice of need
to cure; (3) Employee's willful dishonesty, fraud or misconduct which materially
and adversely affects the operations, property or reputation of TSI or its
subsidiaries; (4) Employee's conviction of a felony crime; (5) chronic alcohol
abuse or illegal drug abuse by Employee; or (6) Employees willful misconduct,
whether or not with respect to the business or affairs of TSI, which materially
and adversely affects the operations, property or reputation of TSI or its
subsidiaries.
TSI shall not be limited to termination as a remedy for any
damaging, injurious, improper or illegal act by the Employee, but may also seek
damages, injunction, or such other remedy as TSI may deem appropriate under the
circumstances. If the Employee's employment is terminated for good cause, the
Employee agrees to vacate TSI's offices on or before the effective date of the
termination and to return and deliver to TSI at such time all TSI property. In
the event of a termination for good cause, as enumerated above, Employee shall
have no right to any severance compensation.
(d) WITHOUT CAUSE. At any time after the commencement of employment,
Employee may, without cause, terminate this Agreement and Employee's employment,
effective
6
ninety (90) days after written notice is provided to TSI. Employee may only be
terminated without cause by TSI during the Term hereof if such termination is
approved by at least two-thirds of the members of the Board. Should Employee's
employment be terminated by TSI without cause during the Term, Employee shall
receive from TSI the base salary at the rate then in effect for whatever time
period is remaining under the Term of this Agreement or for one (1) year,
whichever amount is greater, payable in accordance with standard payroll terms,
plus any accrued salary, declared but unpaid bonus and reimbursement of
expenses. In addition, in the event that such termination without cause by TSI
occurs prior to the end of the first year of the Term, then 25% of the options
granted to Employee pursuant to Section 2(c)(iv) of this Agreement shall be
deemed to have vested immediately prior to such termination. If Employee resigns
or otherwise terminates Employee's employment without cause pursuant to this
paragraph 5(d), Employee shall receive no severance compensation.
(e) Upon termination of this Agreement for any reason provided
above, Employee shall be entitled to receive all compensation earned and all
benefits and reimbursements due through the effective date of termination.
Additional compensation subsequent to termination, if any, will be due and
payable to Employee only to the extent and in the manner expressly provided
above. All other rights and obligations of TSI and Employee under this Agreement
shall cease as of the effective date of termination, except that the Company's
obligations under paragraph 8 hereof and Employee's obligations under paragraphs
3, 6, 7, 8 and 9 hereof shall survive such termination in accordance with their
terms. Further, unless Employee and TSI otherwise agree in writing, upon
termination of this Agreement for any reason, Employee will immediately resign
from all director, officer or other positions held with TSI and its
subsidiaries.
6. COMPANY PROPERTY; INVENTIONS.
(a) All records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, and other property delivered to or
compiled by Employee by or on behalf of TSI, or its representatives, vendors, or
customers which pertain to the business of TSI shall be and remain the property
of TSI, as the case may be, and be subject at all times to its discretion and
control. Likewise, all correspondence, reports, records, charts, advertising
materials, and other similar data pertaining to the business, activities, or
future plans of TSI which is collected by Employee shall be delivered promptly
to TSI without request by it upon termination of Employee's employment.
(b) Employee shall disclose promptly to TSI any and all significant
conceptions and ideas for inventions, improvements, and valuable discoveries,
whether patentable or not, which are conceived or made by Employee, solely or
jointly with another, during the period of employment, and which are directly
related to the business or activities of TSI and which Employee conceives as a
result of Employee's employment by TSI. Employee hereby assigns and agrees to
assign all of Employee's interests therein to TSI or its nominee. Whenever
requested to do so by TSI, Employee shall execute any and all applications,
assignments, or other instruments that the Company shall deem necessary to apply
for and obtain Letters Patent of the United States or any foreign country or to
otherwise protect the Company's interest therein.
7
7. CONFIDENTIALITY AND PROPRIETARY INFORMATION.
(a) ACKNOWLEDGEMENT. Employee acknowledges and agrees that in the
course of rendering services to TSI and its customers, the Employee will have
access to and will become acquainted with confidential and proprietary
information about the professional, business and financial affairs of TSI, its
affiliates and its vendors, suppliers and customers, and that Employee may have
contributed to or may in the future contribute to such information. Employee
further recognizes that Employee is being employed as a key employee, that TSI
is engaged in a highly competitive business, and that the success of TSI in the
marketplace and business depends upon its goodwill and reputation for integrity,
quality and dependability. Employee recognizes that in order to guard the
legitimate interests of TSI it is necessary for TSI to protect all such
confidential and proprietary information, goodwill and reputation.
(b) PROPRIETARY INFORMATION. In the course of Employee's service to
TSI, Employee may have access to confidential know-how, business documents or
information, marketing data, client lists and trade secrets which are
confidential. Such information shall hereinafter be called "Proprietary
Information" and shall include any and all items enumerated in the preceding
sentence which come within the scope of the business activities of TSI as to
which Employee has had or may have access, whether previously existing, now
existing or arising hereafter, whether or not conceived or developed by others
or by Employee alone or with others during the period of his service to TSI, and
whether or not conceived or developed during regular working hours. "Proprietary
Information" shall not include any information which is in the public domain
during the period of service by Employee or becomes public thereafter, provided
such information is not in the public domain as a consequence of disclosure by
Employee in violation of this Agreement.
(c) FIDUCIARY OBLIGATIONS. Employee agrees and acknowledges that the
Proprietary Information is of critical importance to TSI and a violation of this
Paragraph 7 will seriously and irreparably impair and damage TSI's business.
Employee therefore agrees, while he is an employee of TSI and at all times
thereafter, to keep all Proprietary Information strictly confidential.
(d) NON-DISCLOSURE. Except as required by law or order of any court
or governmental entity or in connection with the proper performance of his
duties hereunder, Employee shall not disclose, directly or indirectly (except as
required by law), any Proprietary Information to any person other than (a) TSI,
(b) persons who are authorized employees of TSI at the time of such disclosure,
(c) such other persons, including prospective investors or lenders, to whom
Employee has been instructed to make disclosure by TSI's senior management, or
(d) Employee's counsel, so long as such counsel agrees to keep all Proprietary
Information confidential (in the case of clauses (b) and (c), only to the extent
required in the course of Employee's service to the TSI). Upon any termination
of Employee's employment hereunder, Employee shall deliver to TSI all notes,
letters, documents, tapes, discs, recorded data and records which may contain
Proprietary Information which are then in Employee's possession or control and
shall not retain, use, or make any copies, summaries or extracts thereof.
8
8. INDEMNIFICATION.
In connection with any threatened, pending or completed claim,
demand, liability, action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by TSI against Employee),
by reason of the fact that Employee is or was performing services (including an
act, omission or failure to act) under this Agreement, then TSI shall indemnify
and hold harmless, to the maximum extent permitted by law, Employee against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, as actually and reasonably incurred by Employee in connection
therewith. In the event that both Employee and TSI are made a party to the same
third-party action, complaint, suit or proceeding, TSI agrees to engage
competent legal representation reasonably acceptable to Employee, and Employee
agrees to use the same representation, provided that if counsel selected by TSI
shall have a conflict of interest that prevents such counsel from representing
Employee, Employee may engage separate counsel and TSI shall pay all attorneys'
fees of such separate counsel. Further, while Employee is expected at all times
to use Employee's best efforts to faithfully discharge his duties under this
Agreement, Employee cannot be held liable to TSI for errors or omissions made in
good faith where Employee has not exhibited gross, willful or wanton negligence
or misconduct or performed criminal and fraudulent acts which materially damage
the business of TSI. TSI shall pay, on behalf of Employee upon presentation of
proper invoices, all fees, costs and expenses (including attorneys' fees)
incurred in connection with any matter referenced in this paragraph 8.
9. REPRESENTATIONS OF EMPLOYEE.
(a) Employee hereby represents and warrants to TSI that the
execution of this Agreement by Employee, employment by TSI and the performance
of Employee's duties hereunder will not violate or be a breach of any agreement
with a former employer, client, or any other person or entity to which the
Employee is a party or is otherwise obligated. Further, Employee agrees to
indemnify TSI for any claim, including but not limited to attorneys' fees and
expenses of investigation, by any such third party that such third party may now
have or may hereafter come to have against TSI based upon or arising out of any
non-competition agreement, invention or secrecy agreement between Employee and
such third party which was in existence as of the date of this Agreement.
(b) The Employee has and will continue to truthfully disclose to TSI
the following matters, whether occurring at any time during the five (5) years
immediately preceding the date of this Agreement or at any time during the term
of this Agreement:
(1) any criminal complaint, indictment or criminal proceeding
in which the Employee is named as a defendant;
(2) any allegation, investigation, or proceeding, whether
administrative, civil or criminal, against the Employee by any
licensing authority or industry association; and
(3) any allegation, investigation or proceeding, whether
administrative, civil, or criminal, against the Employee for violating
professional ethics or standards, or
9
engaging in illegal, immoral or other misconduct (of any nature or
degree), relating to the business of TSI.
10. ASSIGNMENT; BINDING EFFECT.
This Agreement shall inure to the benefit of and be binding on
the Employee and TSI and the Employee's and TSI's respective heirs, personal
representatives, successors and assigns; PROVIDED, HOWEVER, that the Employee
shall have no right to assign the Employee's rights or duties under this
contract to any other person. In the event of the sale, merger or consolidation
of TSI, the Employee specifically agrees that TSI may assign its rights and
obligations hereunder to its successor, assign or purchaser. In addition, and in
any event, TSI may, at any time, assign its rights and obligations under this
Agreement to any person that is an affiliate of TSI or to any person which,
after any such assignment, employs at least 50% of the employees employed by TSI
immediately prior to the assignment.
11. COMPLETE AGREEMENT.
This Agreement supersedes any other agreements or understandings,
written or oral, between TSI and Employee, and Employee has no oral
representations, understandings or agreements with TSI or any of its officers,
directors or representatives covering the same subject matter as this Agreement.
This written Agreement is the final, complete and exclusive statement and
expression of the agreement between TSI and Employee and of all the terms of
this Agreement, and it cannot be varied, contradicted or supplemented by
evidence of any prior or contemporaneous oral or written agreements. This
written Agreement may not be later modified except by a written instrument
signed by a duly authorized officer of TSI and Employee, and no term of this
Agreement may be waived except by a written instrument signed by the party
waiving the benefit of such term.
12. NOTICE.
Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:
To TSI: Travel Services International, Inc.
000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Attention: President/Chief Operating Officer
and General Counsel
To Employee: Xx. Xxxxxxx X. Xxxxxxx
00000 XX 00xx Xxxxxx
Xxxxxxxx, XX 00000
Cc: Xx. Xxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx PLLC
1800 Skyline Tower
10
00000 XX 0xx Xxxxxx
Xxxxxxxx, XX 00000-0000
Notice shall be deemed given and effective three (3) days after the deposit in
the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party may
change the address for notice by notifying the other party of such change in
accordance with this paragraph 12.
13. SEVERABILITY; HEADINGS.
If any portion of this Agreement is held invalid or inoperative, the
other portions of this Agreement shall be deemed valid and operative and, so far
as is reasonable and possible, effect shall be given to the intent manifested by
the portion held invalid or inoperative. The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.
14. ARBITRATION.
Any unresolved dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration, conducted
before a panel of three (3) arbitrators in Palm Beach County, Florida, in
accordance with the rules of the American Arbitration Association then in
effect. The arbitrators shall not have the authority to add to, detract from or
modify any provision hereof nor to award punitive damages to any injured party.
The arbitrators shall have the authority to order back-pay and severance
compensation in the event the arbitrators determine that Employee was terminated
without disability or good cause, as defined in paragraphs 5(b) and 5(c) hereof,
respectively, or that TSI has otherwise materially breached this Agreement. A
decision by a majority of the arbitration panel shall be final and binding.
Judgment may be entered on the arbitrators' award in any court having
jurisdiction.
15. GOVERNING LAW.
This Agreement shall in all respects be construed according to the
laws of the State of Florida without regard to the conflicts of laws principles
of such state.
16. COUNTERPARTS.
This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TRAVEL SERVICES INTERNATIONAL, INC.
By: /S/ XXXX XXXXXX
-------------------------------------------
Name: Xxxx Xxxxxx
Title: President and Chief Operating Officer
/S/ XXXXXXX X. XXXXXXX
----------------------------------------------
Xxxxxxx X. Xxxxxxx
12
