TRANSFERRED EMPLOYEES PAYROLL AND BENEFITS TRANSITION AND REIMBURSEMENT AGREEMENT
Exhibit 4.16
TRANSFERRED
EMPLOYEES PAYROLL AND
BENEFITS
TRANSITION AND REIMBURSEMENT AGREEMENT
This
Transferred Employees Payroll and Benefits Transition and Reimbursement
Agreement (this “Agreement”) dated as of January 15, 2010, is made and entered
into by and among Law Offices of Xxxxx X. Xxxxx, P.A., a professional
association licensed to practice law in the State of Florida (“Law Firm”),
Professional Title and Abstract Company of Florida, Inc. (“PTA”), Default
Servicing, Inc. (“DSI”) (Law Firm, DSI, and PTA are referred to herein
collectively as the “Xxxxx Contributors”), DJS Processing, LLC, a limited
liability company organized under the laws of the State of Delaware (“DJS LLC”),
Default Servicing, LLC, a limited liability company organized under the laws of
the State of Delaware (“DSI LLC”), and Professional Title and Abstract Company
of Florida LLC, a limited liability company organized under the laws of the
State of Delaware (“PTA LLC”), (DJS LLC, PTA LLC and DSI LLC are each referred
to herein as a “Newly Formed LLC” or collectively, as the “Newly Formed LLCs”)
(each Xxxxx Contributor and each Newly Formed LLC are referred to herein as a
“Party” and collectively, as the “Parties”).
WITNESSETH:
WHEREAS, the Xxxxx Contributors, the
Newly Formed LLCs and other parties entered into a Master Acquisition Agreement
dated December 10, 2009;
WHEREAS, certain of the Xxxxx
Contributors and the Newly Formed LLCs entered into Contribution Agreements
dated January 15, 2010;
WHEREAS, the Newly Formed LLCs
will not have implemented payroll systems necessary to process their own
payrolls as of January 15, 2010 (the “Closing Date”) for the “Transferred
Employees” (as defined in the Contribution Agreements);
WHEREAS, the Newly Formed LLCs
and the Xxxxx Contributors are agreeable to permitting the Transferred Employees
to continue participating on and after the Closing Date in certain employee
benefit plans maintained by the Xxxxx Contributors, until employee benefit plans
can be established for the Transferred Employees at the Newly Formed
LLCs;
NOW, THEREFORE, in
consideration of the premises and mutual promises herein made, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
Section 1. Effective Date of
Agreement. This Agreement shall become effective as of the
Closing Date and shall terminate on the date as of which the Newly Formed LLCs
shall have paid all amounts to the Xxxxx Contributors as shall have become due
and payable pursuant to Section 3.
Section 2. Services to be performed by the Xxxxx
Contributors. For the payroll period ending on January 23,
2010, the Xxxxx Contributors shall process all Transferred Employees’ wages and
other compensation from the Newly Formed LLCs through the Xxxxx Contributors’
payrolls. In addition, until such time as shall be mutually agreed
upon by the Parties, on and after the Closing Date, the Xxxxx Contributors shall
(a) remit all applicable contributions for the Transferred Employees who
immediately prior to the Closing Date participated in group medical, dental,
life, accidental death or dismemberment, short-term disability, long-term
disability, and/or vision plans of the Xxxxx Contributors; (b) make all
applicable contributions to the Law Offices of Xxxxx X. Xxxxx, P.A. 401(k) Plan
(“401(k) Plan”) for the Transferred Employees participating in the 401(k) Plan;
(c) pay workers’ compensation insurance costs for the Transferred Employees, the
amount of which shall be determined proportionally on the basis of the ratio of
the total number of Transferred Employees to the total number of Transferred
Employees combined with the total number of employees of the Xxxxx Contributors;
(d) make all required federal, state, and local income and payroll tax
withholdings for the Transferred Employees; and (e) pay all unemployment
insurance costs for the Transferred Employees.
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Section 3. Reimbursement
Arrangement. The Newly Formed LLCs shall
reimburse the Xxxxx Contributors for their costs described in Section 2 on
behalf of the Transferred Employees incurred from and after the Closing Date and
for the pro rata share of out-of-pocket expenses for payroll processing services
so incurred by the Xxxxx Contributors, determined proportionally on the basis of
the ratio of the total number of Transferred Employees to the total number of
Transferred Employees combined with the total number of employees of the Xxxxx
Contributors. Each such reimbursement shall occur within 60 days of
the delivery by the Xxxxx Contributors to the Newly Formed LLCs of a reasonably
documented and detailed written request for reimbursement under this Section
3.
Section 4. Indemnity. The Newly Formed
LLCs shall indemnify and hold harmless the Xxxxx Contributors against any claims
that arise in connection with the services to be performed by the Xxxxx
Contributors in Section 2, except, however, for any such claims which result
from the gross negligence or willful misconduct of any of the Xxxxx
Contributors.
Section 5.
Amendment. This Agreement and the rights and obligations of
the Parties may be only by an instrument in writing signed by each of the Xxxxx
Contributors and each of the Newly Formed LLCs.
Section 6. Governing Law. This
Agreement, the rights and obligations of the Parties under this Agreement, and
any claim or controversy directly or indirectly based upon or arising out of
this Agreement or the transactions contemplated hereby (whether based on
contract, tort, or any other theory), including all matters of construction,
validity and performance, shall in all respects be governed by and interpreted,
construed and determined in accordance with, the internal Laws of the State of
Florida (without regard to any conflicts of law provision that would require the
application of the law of any other jurisdiction).
Section 7. Counterparts. This
Agreement may be executed in two or more counterparts (and by different Parties
on separate counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.
Section 8. Binding
Effect. This Agreement shall inure to the benefit of and be
binding upon the Parties and their respective successors and permitted
assigns.
Section 9. Merger and
Integration. Except as specifically stated otherwise herein,
this Agreement sets forth the entire understanding of the Parties relating to
the subject matter hereof, and all inconsistent prior understandings pertaining
to the subject matter of this Agreement, written or oral, are superseded by this
Agreement.
Section 10. Headings. The
headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.
SIGNATURE
PAGE FOLLOWS THIS PAGE
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IN
WITNESS WHEREOF, Newly Formed LLCs and Xxxxx Contributors have caused this
Agreement to be executed in multiple counterparts by their duly authorized
representatives.
XXXXX
CONTRIBUTORS:
LAW
OFFICES OF XXXXX X. XXXXX, P.A.
By:
Name:
Title:
PROFESSIONAL
TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.
By:
Name:
Title:
DEFAULT
SERVICING, INC.
By:
Name:
Title:
NEWLY
FORMED LLCS:
DJS
PROCESSING, LLC
By:
Name:
Title:
PROFESSIONAL
TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC
By:
Name:
Title:
DEFAULT
SERVICING, LLC
By:
Name:
Title:
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