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FORM OF AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT
WITH XXXXXXX X. XXXXXXXX, ESQ
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AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT
THIS AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT is made as of the
18th day of June, 1997 by and between Workforce Systems Corp., a Florida
corporation (hereinafter referred to as the "Company"), and Xxxxxxx X. Xxxxxxxx,
Esq. (hereinafter referred to as "Xxxxxxxx").
WHEREAS, the Company is a publicly-held company with three operating
divisions, including manufacturing, employee staffing and consumer products.
WHEREAS, Xxxxxxxx is an attorney and affiliated with Atlas, Xxxxxxxx, Trop
& Borkson, P.A., counsel to the Company.
WHEREAS, Xxxxxxxx does not perform nor does he supervise the performance
of any of the legal work for the Company undertaken by Atlas, Xxxxxxxx, Trop &
Borkson, P.A., such matters being the responsibility of Xxxx X.
Xxxxxxxxx, Esq., a partner of the firm.
WHEREAS, on January 2, 1997 the Company and Xxxxxxxx entered into that
certain Stock Compensation Agreement ("January 1997 Agreement") whereby the
Company engaged Xx. Xxxxxxxx to provide certain legal services to under during
the calendar year commencing January 1, 1997 under a flat fee
arrangement.
WHEREAS, the parties wish to amend the such agreement to clarify the scope
of such engagement.
WHEREAS, this Amended and Restated Stock Compensation Agreement shall
supersede in all respects the January 1997 Agreement.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. ENGAGEMENT. The Company hereby engages Xxxxxxxx to provide certain
legal advisory services which are unrelated to those provided by Atlas,
Xxxxxxxx, Trop & Borkson, P.A. in areas related to general corporate law, as
well as matters involving the due diligence of business matters related to
pending or contemplated acquisition (the "Services"). Xxxxxxxx shall make
himself available to the Company on a special priority basis to render the
Services to the Company at the discretion of the Board of Directors upon
reasonable notice.
3. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay Xxxxxxxx an aggregate of 5,000 shares of the Company's
common stock (the "Compensation Stock"). In connection therewith, the Company
shall file a registration statement with the Securities and Exchange Commission
registering the Compensation Stock under the Securities Act of 1933, as amended.
4. EXPENSES. Xxxxxxxx shall be solely responsible for the payment on
any and all expenses incurred by him in rendering the Services including, but
not limited to, costs of photocopies and telephone services.
5. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by Xxxxxxxx.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
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Xxxx Xxxxxxxx Xxxxxxxx,
President
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Xxxxxxx X. Xxxxxxxx, Esq.
