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EXHIBIT 10.01
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made this 7th day of
January, 1997, by and between ST. XXX CORPORATION, a Florida corporation (the
"Corporation"), and XXXXX XXXXXXX (the "Employee").
WHEREAS, the Corporation is a Florida corporation engaged in the
business of owning, developing, managing and selling real estate, silver
culture, transportation and farming; and
WHEREAS, the Corporation desires to employ the Employee upon the terms
and conditions hereinafter set forth and the Employee desires to accept
employment on those terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants stated below,
Corporation and Employee agree as follows:
1. EMPLOYMENT - Corporation hereby employs Employee as Chairman of
the Board and Chief Executive Officer of the Corporation, to perform such duties
as, from time to time, may be determined and/or assigned to him by the Board of
Directors of the Corporation.
2. TERM - The term of this Agreement shall commence on January 7, 1997
and shall continue for five (5) years, unless earlier terminated pursuant to
Section 9 or 10 hereof.
3. COMPENSATION - Corporation agrees to compensate Employee as
follows:
a) Salary - For all services rendered by Employee during the term of
this Agreement, an annual salary of Six Hundred Thousand Dollars ($600,000.00),
payable in equal monthly installments.
b) Salary Adjustments - Employee's compensation shall be re-evaluated
not less than annually by the Board of Directors of the Corporation and may be
increased (but not decreased) at such time.
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c) Benefits - The Corporation shall also make available to Employee
such other benefits and perquisites as are currently offered to executives of
the Corporation. Employee will be eligible to participate in the Corporation's
Salaried Employees Pension Plan, Salaried Employees Benefit Plan and Employee
Salary Deferral Plan in accordance with the current terms and conditions of
those plans.
d) Short Term Incentive - On or before December 31, 1997, Employee
will present to the Board of Directors of the Corporation a business plan for
the Corporation. If the business plan is accepted and approved by the Board of
Directors of the Corporation on or before December 31, 1997, then the
Corporation will pay Employee a bonus of Two Hundred Fifty Thousand Dollars
($250,000.00) on or before February 15, 1998. During the second through the
fifth years of this Agreement, the Board of Directors will design a short term
incentive plan for Employee. Such short term incentive plan will include goals
based on achievement by the Corporation of elements of the business plan
proposed by Employee and accepted by the Corporation and/or the meeting of
financial objectives as set by the Board of Directors of the Corporation.
Employee's short term incentive for each of the second through the fifth years
of this Agreement as determined by the Board of Directors will have a potential
award range equal up to 100% of Employee's annual salary for that year.
e) Long Term Incentive - As of the date of this Agreement, the
Corporation will grant to Employee a nonstatutory stock option award for One
Million Two Hundred thousand (1,200,000) shares in the Corporation's common
stock at the closing price on the day preceding the date of this Agreement (whch
is $64.50 per share). The nonstatutory stock options will vest in Employee at
20% per year effective on the anniversary dates of the date of this Agreement.
Once vested, Employee may exercise sald stock options within ten years from the
grant of the nonstatutory stock options (i,e.,
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ten years from the date of this Agreement). In the event of a change in control
of the Corporation as defined in Section 3(g) below, or a termination of
Employee's employment without cause or upon Employee's death (subject to Section
9(c) herein), the vesting of the nonstatutory stock options will accelerate and
Employee will be the owner and holder of such stock options without
restrictions. In the event of the involuntary termination of Employee's
employment for cause as set forth in Section 9(a) herein or the Employee's
voluntary termination of his employment, all of the nonstatutory stock options
that had not vested in Employees at that time will lapse and Employee will have
no rights in same. All of the option shares will be registered under the
Securities Act of 1933 on or before the date when the first installment of the
option vests. In the event of the declaration of a partial liquidation
distribution due to the prior sale of certain assets of St. Xxx Forest Products
Co. that are related to its paper mill business, the prior sale of certain
assets of St. Xxx Container Co. that are related to its container business and
the prior sale of the stock of St. Xxx Communications, Inc., the strike price of
said options will be reset equitably based upon (i) the average of the closing
prices on the last five (5) trading days on which the Corporation's stock trades
with the right to receive such partial liquidation distribution and (ii) the
average of the closing prices on the first five (5) trading days on which the
Corporation's stock trades without the right to receive such partial liquidation
distribution and (ii) the average of the closing prices on the first five (5)
trading days on which the Corporation's stock trades without the right to
receive such partial liquidation distribution. In the event of the declaration
of a partial liquidation distribution due to the subsequent sale of a
significant portion of the assets or the stock of a subsidiary of the
Corporation other than St. Xxx Forest Products Co., St. Xxx Container Co. and
St. Xxx Communications, Inc., the strike price of said options will also be
reset equitably based upon (i) the average of the closing prices on the last
five (5) trading days on which the Corporation's stock trades with the right to
receive any such partial liquidation distribution and (ii) the average of the
closing prices on the first five (5) trading days on which the
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Corporation's stock trades without the right to receive any such partial
liquidation distribution. To illustrate the foregoing, assume hypothetically (i)
that the exercise price of Employee's options is $64.50 per share, (ii) that the
average of the closing prices on the last five (5) trading days on which the
Corporation's stock trades with the right to receive the partial liquidation
distribution is $69.50 per share and (iii) that the average of the closing
prices on the first five (5) trading days on which the Corporation's stock
trades without the right to receive the partial liquidation distribution is
$57.00 per share. The exercise price would be adjusted by determining the
difference between the average of the closing prices on the first five (5)
trading days on which the Corporation's stock trades without the right to
receive the partial liquidation distribution ($57.00) and the average of the
closing prices on the last five (5) trading days on which the Corporation's
stock trades with the right to receive the partial liquidation distribution
($69.50) which in this hypothetical is $12.50, and then subtracting said sum
from the exercise price ($64.50 - $12.50 = $52.00). As a result, Employee would
hold options covering 1,200,000 shares with an exercise price of $52.00 per
share.
1) The parties hereto acknowledge and agree that the Corporation does
not presently have in place a stock option plan, but the Corporation agrees to
promptly implement same in order to fulfill the terms of this Agreement subject
to shareholder approval. The nonstatutory stock options to be issued by the
Corporation to Employee hereunder shall be evidenced by agreements in such
form as the Board of Directors of the Corporation shall approve, which
agreements comply with and be subject to the terms and conditions of this
Agreement. Each of the parties hereto agree that they will cooperate and
assist each other in the preparation and implementation of the stock option
plan in accordance with all laws, rules and regulations and that same will be
accomplished as soon as reasonably practicable and within the necessary time
period.
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2) In the event of a capital adjustment resulting from a stock
dividend, stock split, reorganization, merger, consolidation, spinoff or a
combination or exchange of shares, the number shares of stock subject to the
nonstatutory stock options issued to Employee shall be adjusted consistent with
such capital adjustment. The price of any share under options shall be adjusted
so that there will be no change in the aggregate purchase price payable under
exercise of any such option. The granting of the nonstatutory stock options
shall not effect in any way the right or power of the Corporation to make
adjustments, reorganizations, reclassifications, or changes of its capital or
business structure, or to merge consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business or assets.
f) Award of Restricted Stock - As of the date of this Agreement, the
Corporation will grant to Employee restricted common stock on the Corporation
equal in value (based on the closing prices on the day preceding the date of
this Agreement) to the difference between the value of 140,000 shares of Disney
common stock (which is $69.00 per share) and $5,320,000.00 (the "value of
Disney stock option"). For example, if Disney stock is valued at $69.00 per
share as of the day preceding the date of this Agreement, then the Corporation
will grant to Employee restricted common stock in the Corporation at a total
value of $4,340,000.00 (140,000 shares X $69.00 per share = $9,660,000.00;
$9,660,000.00 less $5,320,000.00 = $4,340,000.00). The restricted stock will
be for the number of the Corporation's shares at the closing market value as of
the day preceding the date of this Agreement which will be equal to the value
of the Disney stock options as defined above ($4,340,000.00 + $64.50 = 67,287
shares of the Corporation's restricted common stock). Unrestricted title to
the restricted stock will vest in Employee at 20% per year. In the event of a
change in control of the Corporation as defined in Section 3(g) below or a
termination of Employee's employment without cause
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or upon Employee's death, disability or adjudication of incompetency or
incapacity, the vesting of the restricted stock will accelerate and Employee
will be the owner and holder of such stock without restrictions. In the
event of- the involuntary termination of Employee's employment for cause as set
forth in Section 9(a) herein or the Employee's voluntary termination of his
employment, all of the restricted stock which had not vested in Employee at
that time will be returned to the Corporation and Employee will have no rights
in same. All of the restricted shares will be registered under the Securities
Act of 1933 on or before the date when the first installment of the shares
vests.
1) The parties hereto acknowledge and agree that the Corporation does
not presently have in place a restricted stock plan, but the Corporation agrees
to promptly Implement same In order to fulfill the terms of this Agreement
subject to shareholder approval. The restricted stock to be issued by the
Corporation to Employee hereunder shall be evidenced by agreements in such form
as the Board of Directors of the Corporation shall approve, which agreements
shall comply with and be subject to the terms and conditions of this
Agreement. Each of the parties hereto agree that they will cooperate and
assist each other in the preparation and implementation of the restricted stock
plan in accordance with all laws, rules and regulations and that the same will
be accomplished as soon as reasonably practicable and within the necessary time
period.
g) Definition of Change in Control - Control of the Corporation now
resides in the voting stock held by the combined ownership of the Xxxxxx X.
xxXxxx Testamentary Trust and the Nemours Foundation. The term "change in
control" means that:
(i) 30% or more of the outstanding voting stock of the
Corporation is acquired by any person or group other than Xxxxxx X. xxXxxx
Testamentary Trust and the Nemours Foundation, except that this paragraph
(i) shall not apply as long as the Xxxxxx X. xxXxxx Testamentary Trust or
the Nemours Foundation.
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of any combination of both, owns more voting stock than such person or
group; or
(ii) Stockholders of the Corporation other than the Xxxxxx X. XxXxxx
Testamentary Trust and the Nemours Foundation vote in a contested
election for directors of the Corporation and through exercise of their
votes result in the replacement of 50% or more of the Corporation's
directors (the mere change of 50% or more of the members of the
Corporation's Board of Directors will not trigger a change in control
unless same occurs as a result of a contested election); or
(iii) The Corporation is a party to a merger or similar transaction as
a result of which the Corporation's stockholders own 50% or less of the
surviving entity's voting securities after such merger or similar
transaction.
It is agreed that no "change in control" occurs in any event as long as the
combined ownership of the Xxxxxx X. XxXxxx Testamentary Trust and the Nemours
Foundation exceed 50% of the outstanding voting stock of the Corporation.
4. EXPENSES OF EMPLOYEE - The Corporation shall pay, or shall
reimburse Employee for reasonable expenses in connection with the business of
the corporation subject to and in accordance with the Corporation's policies
and procedures established from time to time by the Corporation.
5. WORKING FACILITIES - The Corporation shall provide Employee with an
office at its corporate headquarters at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxx, secretarial services, and such other facilities and other services as
are considered customary and consistent with Employee's position and adequate
for the proper performance of his duties.
6. DUTIES OF EMPLOYEE - Employee agrees that he shall:
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a) Devote his full professional time and attention to the furtherance
of the Corporation's business, specifically including, but not limited to,
serving as chief executive officer and Chairman of the Board of Directors of the
Corporation.
b) Comply with the policies, standards and regulations of the
Corporation as established from time to time by its Board of Directors and with
applicable standards of industry ethics.
c) Promptly reveal to the Board of Directors of the Corporation such
matters coming to his attention as pertain to the material business or interests
of the Employee and the Corporation and are appropriate for consideration by the
Corporation's Board of Directors including but not limited to opportunities,
inventions, improvements, discoveries, processes, programs or systems, developed
or discovered by Employee during his employment with the Corporation and same
shall be the sole and absolute property of the Corporation.
d) Seek the approval of the Board of Directors of the Corporation prior
to serving on the Board of Directors of other corporations and prior to Employee
engaging in any other trade or business (except for incidental personal
investments) during the term of this Agreement.
e) Perform those duties assigned to Employee by the Board of Directors.
7. VACATION AND SICK LEAVE - In addition to holidays recognized by the
Corporation, Employee shall be entitled each year to a paid vacation and sick
leave in accordance with the Corporation's policy. No unused vacation or sick
leave may be carried over from year to year.
8. RELOCATION -
a) It is the intention of the Corporation to make Employee whole by
reimbursing Employee for all reasonable costs associated with his relocation
from California to the
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Jacksonville, Florida area. Such costs will include house hunting trips to the
Jacksonville area with Employee's spouse, visits to family in California prior
to the permanent relocation of Employee and his spouse, real-estate commissions
and closing costs related to the sale of Employee's California residence
(except that the Corporation will not be liable for any real estate commission
if Employee's California residence is purchased by the Corporation), the
physical movement of household goods from California to the Jacksonville,
Florida area, the removal and reinstallation of audio visual and electronic
equipment, storage of household goods for up to one (1) year, a temporary
living allowance of $5,000.00 per month for up to three (3) months, and closing
costs related to the purchase of a home in the Jacksonville, Florida area. The
Corporation will pay invoices for the above described relocation expenses or
reimburse Employee for same.
b) In the event that Employee's California residence is placed on the
market at a reasonable price and the house is not sold within 90 days after
being placed on the market for sale, Employee may elect either (l) to sell the
house to the Corporation for an amount equal to the price at which the house
should sell within 180 days as determined by Independent appraisers or (ii) to
obtain an interest free bridge loan from the Corporation for up to one year for
an amount up to the price at which the house should sell within 180 days as
determined by independent appraisers.
1) In order to determine the price at which the house should sell within
180 days, each of Employee and the Corporation shall select an independent real
estate appraiser who will appraise Employee's California residence and give
their written professional opinion of the price at which the house should sell
within 180 days. Each appraisal shall be obtained within thirty (30) days from
the date Employee gives the Corporation written notice of his intent to sell
the house to the Corporation or to obtain an interest free bridge loan from the
Corporation and the appraisals shall be shared with the other party. If the
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appraisals do not vary by more than 5%, then the average of the two appraisals
shall be utilized as the price at which the house should sell within 180 days.
If the two appraisals vary by more than 5%, the two appraisers shall then
promptly select a third real estate appraiser who shall appraise Employee's
California residence within twenty days thereafter. The third appraiser will
then be averaged with the other appraisal which is closest to it and said
average of the two appraisals shall be utilized as the price at which the house
should sell within 180 days.
2) In the event Employee elects to obtain an Interest free bridge
loan from the Corporation for an amount up to the price at which the house
should sell within 180 days as determined by Independent appraisers, Employee
must repay said loan at the earlier of five days after the date of the closing
of the sale of Employee's California residence, or one year from the date the
Corporation made the interest free bridge loan to Employee.
c) As soon as reasonably practicable after each calendar year in
which reimbursement of non-deductible relocation costs is made under this
Section 8, Employee shall be entitled to receive from the Corporation an
additional payment (the "Gross-Up Payment"). The amount of the Gross-Up
Payment shall be equal to all federal and state taxes Imposed on (i) such
reimbursement of non-deductible relocation costs and (ii) the Gross-Up Payment.
The intent of this Section 8(c) is to hold Employee harmless, on an after-tax
basis, from the tax impact of all reimbursements of non-deductible relocation
costs.
9. INVOLUNTARY TERMINATION -
a) The employment of Employment with the Corporation may be
determined by the Board of Directors of the Corporation upon the occurrence of
any one or more of the following events;
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1) At any time by the mutual consent of the parties as set forth in
writing signed by both parties; or
2) In the event Employee shall willfully and materially fail or refuse
to comply with the policies, standards and regulations of the Corporation from
time to time established by the Board of Directors, and applicable to all its
officers which conduct continues after thirty (30) days written notice of same
from the Corporation's Board of Directors; or,
3) In the event Employee shall willfully and materially fail or refuse
to faithfully or diligently perform the provisions of this Agreement or the
usual and customary duties of his employment which conduct continues after
thirty (30) days written notice of same from the Corporation's Board of
Directors; or
4) In the event Employee, in the reasonable judgment of the Board of
Directors, shall be guilty of fraud, dishonesty, embezzlement or other similar
acts of willful misconduct; or
5) In the event Employee engages in gross misconduct including but not
limited to moral turpitude, unethical or unlawful conduct, or any other act
abhorrent to the community which a reasonable person would consider materially
damaging to the Corporation.
Upon any involuntary termination pursuant to this Section 9(a) which shall be
considered as for cause, compensation of Employee and any other rights Employee
may have under this Agreement shall cease upon the termination date of his
employment, and no further payments or benefits shall be paid or payable to
Employee by the Corporation for any period thereafter, except to the extent
that Employee shall have accrued benefits under any retirement plan adopted by
the Corporation for the benefit of its employees.
b) The employment of Employee with the Corporation may also be
terminated by the Board of Directors of the Corporation in the event Employee
is adjudicated
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incompetent or incapacitated, or becomes disabled. For the purposes of this
Agreement, the term "disabled" is defined as being unable to render continuous,
full time service to the Corporation in the capacity described herein for a
period of more that six (6) months. Upon any involuntary termination pursuant
to this Section 9(b), the parties hereto agree that (i) the Corporation will
not be liable to pay Employee his annual salary and the Corporation will not be
liable to pay Employee for any short term incentives that have not been earned
as of the date of Employee's adjudication of incompetency or incapacity or as
of the date of Employee's disability as defined herein; (ii) for the remaining
term of this Agreement, Employee will remain eligible for benefits as set forth
in Section 3(c) above including but not limited to disability benefits in
accordance with the Corporation's policy in effect from time to time; (iii) the
nonstatutory stock options which were awarded to Employee under Section 3(e)
above that have not vested within one (1) year from the date of any involuntary
termination pursuant to this Section 9(b) will lapse and Employee will have no
rights in same; (iv) the nonstatutory stock options which were awarded to
Employee under Section 3(e) above that are scheduled to vest within one (1)
year from the date of any involuntary termination pursuant to this Section 9(b)
will vest in full; and (v) the restricted stock which was awarded to Employee
under Section 3(f) above will remain the property of Employee and the vesting
of the restricted stock will accelerate and Employee will be the owner and
holder of such stock without restrictions.
c) The employment of Employee with the Corporation will also be
terminated upon the death of Employee. Upon any involuntary termination
pursuant to this Section 9(c), the parties hereto agree that (i) the
Corporation will not be liable to pay Employee his annual salary and the
Corporation will not be liable to pay Employee for any short term incentives
that have not been earned as of the date of Employee's death; (ii) the
eligibility of Employee and his dependents for benefits as set forth in
Section 3(c) above will also
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terminate; (iii) the nonstatutory stock options which were awarded to Employee
under Section 3(e) above that have not vested as of Employee's death will vest
in full; provided, however, that the time for exercising the nonstatutory stock
options (both the options already vested prior to Employee's death and the
options which vest at Employee's death) will be reduced from ten (10) years
from the grant of the nonstatutory stock options to two (2) years from the
Employee's date of death; and (iv) the restricted stock which was awarded to
Employee under Section 3(f) above will remain the property of Employee's estate
and the vesting of the restricted stock will accelerate and Employee's estate
will be the owner and holder of such stock without restrictions.
10. RESIGNATION FOR GOOD REASONS AFTER CHANGE IN CONTROL - In the event
of a change in control as defined in Section 3(g) above, Employee may resign
for good reason. If Employee resigns for good reason, such resignation will be
treated as if Employee's employment had been terminated by the Corporation
without cause and Employee will be entitled to receive his annual salary for
the balance of this Agreement subject to the restrictive covenants set forth in
Section 11 below. "Good Reason" means that (a) Employee's title, position,
reporting relationship, or responsibilities have been diminished, or (b)
Employee's annual salary has been reduced below the rate in effect immediately
prior to the change in control or Employee's opportunity to earn short-term
incentive awards under Section 3(d) is reduced below 100% of Employee's annual
salary, or (c) Employee has been required to relocate from the Jacksonville,
Florida area.
11. RESTRICTIVE COVENANTS -
a) In the event Employee resigns for Good Reason as defined in Section
10 above, than for a period of one (1) year thereafter, Employee shall not,
directly or indirectly, within the business areas of interest of the
Corporation as such areas now exist or as they may exist at the time of this
Agreement terminates (the "Restricted Area"),
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enter into, engage in, participate in, become financially interested in, be
employed by or consult with any business conducted in competition with the
business of the Corporation, as such business now exists or as it may exist in
the future, either as an individual on his own account or as an independent
contractor, consultant, partner or joint venturer, or as an employee or agent
of another person (including any corporation or other entity), or as an
officer, director, or shareholder of the corporation or other entity or
otherwise.
b) During the term of employment provided for in this Agreement and for
a period of one year thereafter in the event Employee resigns for Good Reason
as defined in Section 10 above, Employee shall not directly or indirectly, as
an individual on his own account or as an independent contractor, consultant,
partner or joint venturer, or as an employee or agent of another person
(including any corporation or other entity), or as an officer, director or
shareholder of the corporation or other entity, or otherwise, (i) solicit any of
the employees of the Corporation to terminate their employment; or (ii) contact
or otherwise solicit accounts from any customers of the Corporation with whom
the Corporation is doing or did business during the period of Employee's
employment hereunder, whether located within or without the Restricted
Territory; or (iii) divulge to any person, firm or corporation any information
received by him during the course of his employment with regard to personal
affairs, financial affairs, methods, processes, customer lists or other affairs
of the Corporation considered confidential or proprietary in nature except as
required by Law.
c) The period of time in which Employee is prohibited from engaging in
such business practices pursuant to the provisions of subparagraph (a) and (b),
respectively, shall be extended by the length of time during which Employee is
in breach of such covenants.
d) The restrictive covenants set forth in subparagraphs (a) and (b)
above are
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essential elements of this Agreement, and, but for Employee's agreement to
comply with such covenants, the Corporation would not have entered into this
Agreement. Such covenants by Employee shall be construed as agreements
independent of any other provision contained in this Agreement, and the
existence of any claim or cause of action of Employee against the Corporation,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Corporation of such covenants. If any
portion of the covenants set forth in subparagraphs (a) and (b) above is held
to be unreasonable, arbitrary or against public policy, then such portion of
such subparagraphs shall be divisible both as to time and geographical area,
and each month of the specified period shall be considered to be a separate
period of time, and each state, county, city, town, municipality and the like,
shall be considered to be a separate geographical area, so that the lesser
period of time or geographical area shall remain effective as long as the same
is not unreasonable, arbitrary or against public policy and may be enforced
against Employee.
e) Damages at law shall be an insufficient remedy to the Corporation in
the event that Employee violates the terms of subparagraphs (a) and (b) above,
and the Corporation shall be entitled, upon application to a court of competent
jurisdiction, to obtain injunctive relief to enforce the provisions of said
subparagraphs, which injunctive relief shall be in addition to any other
rights and remedies available to the Corporation.
12. INVALID PROVISIONS. The invalidity or unenforceability of a
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if the invalid
or unenforceable provisions were omitted.
13. MODIFICATION. No change or modification of this Agreement shall be
valid unless in writing and signed by both Employee and the Corporation.
14. CONSTRUCTION. This Agreement shall be construed and regulated under
and
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in accordance with the laws of the State of Florida and, except as otherwise
provided herein, shall inure to the benefit of and be binding upon the parties
hereto, their heirs, personal representatives, successors and assigns. All
disputes, controversies and causes of action of every kind and nature between
the parties hereto arising out of or in connection with or pertaining to this
Agreement must be brought, settled and litigated in the Courts located in
Jacksonville, Xxxxx County, Florida. The term "Corporation" as used herein
shall also refer to any successor to the Corporation's business which has
agreed to assume the Corporation's obligations under this Agreement. This
Agreement may be executed in counterparts, each of which shall be considered an
original.
15. CORPORATE RECORDS. All Corporate opportunities, records, and
customer histories collected and used by Employee in connection with his
employment, and all books, manuals, lists, financial and other records and
written memoranda of the business of the Corporation are, and shall remain, the
sole and permanent property of the Corporation.
16. WAIVER OF BREACH. The waiver by the Corporation or Employee of
enforcement of any term or provision of this Agreement with respect to the other
shall not operate or be construed as a waiver of any subsequent breach by
Employee or the Corporation.
17. ASSIGNMENT. Except as provided herein, the rights, duties, privileges
and obligations of Employee hereunder shall not be assignable and shall not
inure to the benefit of his heirs, personal representatives or administrators.
18. ATTORNEYS' FEES. In the event of a dispute arising out of this
Agreement, any party receiving any monetary or injunctive remedy, whether at
law or in equity, which is final and not subject to appeal shall be entitled
to recover its reasonable attorneys' fees and costs incurred with respect to
obtaining such remedy from the other party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Signed, sealed and delivered
In the presence of: CORPORATION:
ST. XXX CORPORATION
/s/ Xxxx X. Xxxxx By: /s/ X.X. Xxxxxxxx
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/s/ Xxxxx X. Xxxxxxx X.X. Xxxxxxxx, its Chairman
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EMPLOYEE:
/s/ /s/ Xxxxx Xxxxxxx
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/s/ XXXXX XXXXXXX
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