Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
the 13th day of October, 2003, by and between CompBenefits Corporation, a
Delaware corporation (the "Company"), and Xxxx X. Xxxxxxxx (the "Executive").
WHEREAS, the Company desires to employ Executive in the capacity and on the
terms and conditions hereinafter set forth and Executive is willing to serve in
such capacity and on such terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions set forth in this Agreement, and for other good and valuable
consideration, the parties hereto hereby agree as follows:
1. EMPLOYMENT. The Company hereby employs the Executive in the position of
President & Chief Operating Officer of the Company, and the Executive hereby
accept such employment effective the 13th day of October, 2003, ("Effective
Date") upon the terms and conditions set forth in this Agreement. For purposes
of this Agreement, "employment" shall mean any period of time during the term
hereof which the Company is paying the Executive salary or wages.
2. DUTIES OF THE EXECUTIVE. The Executive agrees to perform and discharge the
duties which may be assigned to the Executive from time to time by the Company's
Chief Executive Officer or its Board of Directors and consistent with the
Executive's title and general area of experience, knowledge and skill. The
Executive also agrees to comply with all of the Company's material policies,
standards and regulations and to follow the reasonable instructions and lawful
directives of the Executive's superior within the Company, as promulgated by the
Board of Directors of the Company. The Executive will devote his full
professional and business related time, skills and reasonable best efforts to
the business of the Company and the Executive will not, during the term of this
Agreement, be engaged (whether or not during normal business hours) in any other
business or professional activity (excluding reasonable and appropriate
charitable activities), whether or not such activity is pursued for gain, profit
or other pecuniary advantage, without the prior written consent of the Chairman
of the Board of Directors of the Company.
3. COMPENSATION AND BENEFITS.
(a) Annual Salary. During the term of employment, the Company shall pay the
Executive a salary (the "Base Salary") at an annual rate as shall be determined
from time to time by the Company's Compensation Committee upon the
recommendation of the Chief Executive Officer of the Company, provided, however,
that such rate per annum shall not be less than $325,000. Such salary shall be
subject to withholding under applicable law and shall be payable
in periodic installments in accordance with the Company's usual practice for its
executives, as in effect from time to time.
(b) Annual Bonus Payment. Subject to the provisions of Section 4, upon
completion of each fiscal year and as determined by the Compensation Committee
of the Board of Directors of the Company, the Executive shall be eligible to
receive a bonus ("Annual Bonus") in accordance with any bonus plan then in
effect for executives of the Company of equivalent position and title (with a
target percentage of Base Salary of 50%), provided (i) the Executive has not
voluntarily terminated his employment with the Company for other than Good
Reason, or (ii) Executive's employment has not been terminated for Cause by the
Company at the time said Annual Bonus, if any, is paid in the normal course
(typically 2nd Quarter). Notwithstanding the above, it is agreed that Executive
is guaranteed a fiscal year 2003 Annual Bonus payment of not less than $30,000
and a guaranteed fiscal year 2004 Annual Bonus Payment of not less than $95,000
(together, the "Guaranteed Bonus"). Said Guaranteed Bonus shall be due and
payable in the 2nd Quarter of 2004 and 2005, as applicable.
(c) Other Benefits. The Executive will be entitled to such fringe benefits
as may be provided from time-to-time by the Company to its Executives,
including, but not limited to, group health insurance (including family
coverage), disability, dental, vision, retirement and any other fringe benefits
now or hereafter provided by the Company to its Executives, if and when the
Executive meets the eligibility requirements for any such benefit. The Company
reserves the right to change or discontinue any Executive benefit plans or
program now being offered to its Executives; provided, however, that all
benefits provided for executive officers of the Company will be provided to the
Executive on an equal basis.
(d) Option Grant. The Company agrees to grant to the Executive a
non-qualified ("time vested") stock option to purchase 200,000 shares of the
Company's common stock pursuant to a time vested stock option agreement in the
form attached hereto as Exhibit "A". The purchase option shall have a price per
share of $1.63, which price is equal to 100% of the fair market value per share
of the Company's common stock (as determined by the Company's Board of
Directors) on the date on which such time vested options are granted.
(e) Transaction Bonus. Subject to the provisions of Section 4 and subject
to the receipt of the approval of the shareholders of the Company, if Executive
has been continuously employed by the Company or any Affiliate from the
employment date until the consummation of either a Sale of the Company or a
Qualified Public Offering (each as defined below), which results in achieving an
Enterprise Value of the Company of not less than $300,000,000 ("Qualifying
Transaction"), then in such event, and only in such an event, Executive shall be
entitled to a one-time bonus of $1,000,000 ("Transaction Bonus"). Said
Transaction Bonus shall be due and payable by the Company no later than thirty
days following the consummation of a Qualifying Transaction. For purposes of
this provision, a Sale of the Company shall mean (i) any sale, transfer or
issuance or series of sales, transfers and/or issuances of capital stock of the
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Company by the Company or any holders thereof which results in any Person or
group of Persons (as the term "group" is used under the Securities Exchange Act
of 1934, as amended), other than Persons who are stockholders of the Company as
of immediately after the Merger, owning capital stock of the Company possessing
the voting power (under ordinary circumstances) to elect a majority of the
Board, and (ii) any sale or transfer of all or substantially all of the assets
of the Company and its Subsidiaries. For purposes of this provision, a Qualified
Public Offering shall mean the sale of common stock securities by the Company in
an underwritten public offering registered under the Securities Act. For
purposes of this provision, Enterprise Value shall mean the sum of (i) the value
of all equity securities of the Company determined by taking the per share price
paid in the transaction and multiplying it by the number of shares issued and
outstanding, and (ii) the amount of long term debt assumed in the transaction.
(f) Business Expenses. The Executive shall be reimbursed for all reasonable
expenses incurred in the discharge of the Executive's duties under this
Agreement pursuant to the Company's standard reimbursement policies.
(g) Vacation. The Executive shall receive paid vacation annually in
accordance with the Company's practices for executive officers of the Company;
provided, however, that the amount and timing of Executive's paid leave is not
limited by a specific number of weeks; however it is expected that scheduled
vacations will not interfere with the business operations of the Company.
(h) Withholding. The Company will deduct and withhold from the payments
made to the Executive under this Agreement, state and federal income taxes, FICA
and other amounts normally withheld from compensation due Executives.
(i) Company Apartment and Commuting Expenses. For so long as the Executive
is employed by the Company and the Executive's family is living in Philadelphia,
Pennsylvania, the Company will provide the Executive with the following
additional benefits:
(i) The Company will provide Executive an apartment in the vicinity of
the Company;
(ii) The Company will reimburse the Executive up to $800 per month for
use of an automobile for Company business;
(iii) The Company will reimburse the Executive for round trip coach
class airfare for travel between Philadelphia, Pennsylvania and Atlanta,
Georgia, one time each week. The Executive will make best efforts to obtain
the best available fares for these flights.
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(iv) If Executive relocates to the Atlanta, Georgia, vicinity, Company
will pay the actual moving expenses for Executive and his family to include
packing, moving of two vehicles and full household contents, unpacking, and
temporary storage. Company will also pay for the closing costs associated
with the sale of Executive's home in Pennsylvania, including commissions
and other related fees. The expenses associated with the sale of
Executive's home will be "grossed-up" at the rate of 31% for taxes. The
company will pay for closing costs associated with a new residence in the
Atlanta area, excluding points and similar type fees designed to reduce
ongoing interest expense. The Company will also pay for three months of
temporary living expenses commensurate with the Atlanta area. If Executive
resigns his position for other than Good Reason within twelve months after
relocation, Executive will be required to repay a prorated amount (based on
months worked in Atlanta) of the amount of relocation paid for by the
Company.
4. TERM AND TERMINATION. The Executive's employment with the Company will be for
a period commencing on the date hereof and expiring on the first to occur of (i)
termination by the Company (with or without Cause) and (ii) the Executive's
resignation (with or without Good Reason).
(a) Definition of Cause. For purposes of this Agreement, "Cause" shall mean
the occurrence of any of the following after the Effective Date of this
Agreement:
(i) The Executive (A) breaches any of the terms or conditions set
forth in Sections 5, 6, or 7 of this Agreement or (B) breaches any of the
other terms and conditions set forth in this Agreement including, without
limitation, the failure to use reasonable best efforts in the performance
of duties assigned to the Executive on a full time basis, and, in the case
of either clause (A) or clause (B), fails to cure such breach within twenty
(20) days after the Executive's receipt from the Company of written notice
of such breach, which notice shall describe in reasonable detail the basis
for the Company's belief that the Executive is in breach hereof;
(ii) the Executive commits any act in bad faith materially detrimental
to the business or reputation of the Company;
(iii) the Executive is convicted of any crime or convicted of or
admits in writing to the commission of any crime involving fraud, deceit or
moral turpitude;
(iv) the Executive intentionally engages in unethical, dishonest, or
illegal activities that have an adverse effect upon the business or
reputation of the Company; or
(v) the Executive dies or becomes mentally or physically incapacitated
or disabled so as to be unable to perform the Executive's duties under this
Agreement for a
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period of 180 days or more. For purposes of this Agreement, the Executive
shall be deemed to be mentally or physically incapacitated or disabled so
as to be unable to perform his duties if and to the extent he becomes
permanently disabled under the Company's long-term disability policy then
in effect.
(b) Definition of Good Reason. For purposes of this Agreement, "Good
Reason" shall mean the occurrence of any of the following:
(i) the Company materially breaches any of the terms or conditions set
forth in this Agreement and fails to cure its breach within twenty (20)
days after its receipt from the Executive of written notice of such breach,
which notice describes in reasonable detail the Executive's belief that the
Company is in breach hereof;
(ii) the Company materially diminishes the Executive's title,
authority, or duties or reassigns the Executive to a position not
consistent with the Executive's general area of knowledge, experience and
skills;
(iii) the Company reduces (a) the Executive's Base Salary below
$325,000 per annum; (b) the Transaction Bonus amount; or (c) the Guaranteed
Bonus amount;
(iv) the Company transfers substantially all of its assets to a
successor entity and such entity fails to assume the Company's obligations
under this Agreement.
For purposes of this Agreement, "termination of employment," "termination of the
Executive" and "termination of this Agreement" shall have the same meaning
unless otherwise agreed to in writing by the parties hereto.
(c) Severance Payments. In the event of termination of the Executive by the
Company without Cause or resignation by the Executive with Good Reason:
(i) the Executive shall be entitled to receive severance payments
equal to his Base Salary until the first anniversary of the date of such
termination which amounts will be payable at the same times as the Base
Salary would have been payable had the Executive not been terminated;
(ii) the Executive shall be entitled to receive severance payments
equal to his Average Bonus Payment, which amount will be paid in equal
installments during the 12 month period immediately following his
termination at the same times at which payments are made to the Executive
pursuant to Section 4(c)(i) above; the "Average Bonus Payment" means (A) if
the Executive is terminated prior to the payment of the Guaranteed Bonus,
the full amount of the Guaranteed Bonus, or (B) if the Executive is
terminated after payment of the Guaranteed Bonus, then the arithmetic mean
of the
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Annual Bonus(es) paid under Section 3(b) to the Executive during (i) if the
Executive has been employed by the Company for less than three (3) years,
the Executive's employment term with the Company, or (ii) if the Executive
has been employed by the Company for more than three (3) years, the three
completed fiscal years immediately preceding the date of termination;
(iii) during the period of time during which the severance payments
are being made pursuant to (i) above, the Company will either continue the
Executive's health (medical, dental and vision) insurance as provided in
Section 3(c) to the extent permitted under applicable law and the Company's
group health insurance policies, or reimburse the Executive for the cost
for comparable coverage to the extent such coverage cannot be provided
under such policies; provided that, notwithstanding anything herein to the
contrary, the Company shall not be required to continue to provide the
Executive with health benefits under this paragraph to the extent the
Executive becomes entitled to receive benefits substantially similar to
those which the Executive and his family otherwise would have been entitled
to receive hereunder;
(iv) provide the Executive with a three-month senior level program of
outplacement services through a national provider of Executive's choice,
the cost of which shall not exceed $3,000.
All payments under this Section 4 shall be subject to tax withholding to the
extent required under applicable law. The severance pay and continuation of
health benefits contemplated by this Section 4 are agreed by the parties hereto
to be in full satisfaction and compromise of any claim arising out of any
termination of the Executive's employment by the Company without Cause or by the
Executive with Good Reason. In all cases, the payment by the Company of any
amounts under this Section 4(c) shall be contingent upon the Executive's
continuing compliance with the provisions of 5, 6 and 8 below and the
Executive's delivery of a general release in form and substance reasonably
satisfactory to the Executive and the Company. Executive shall not be required
to mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise. Notwithstanding the foregoing, if after October
1, 2004, the Executive is employed by the Company and the Company's Board of
Directors requests in writing that the Executive relocate his primary residence
from Philadelphia, Pennsylvania to Atlanta, Georgia ("Relocation Request"), and
the Executive has not so relocated within 120 days of the Relocation Request,
any severance payments that the Company is otherwise obligated to make under
this Section 4(c) shall be reduced by the Company apartment and commuting
expenses reimbursed/paid by the Company pursuant to Section 3(i) after the date
of the Relocation Request.
(d) Termination for Other Reasons. In the event of termination of the
Executive for any reason other than (i) by the Company without Cause or (ii)
resignation by the Executive with Good Reason (e.g., termination by the Company
with Cause or resignation by the Executive
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without Good Reason), the Executive shall be entitled to receive his Base Salary
and the other benefits described in Section 3 above through the date of
termination and shall not be entitled to any Annual Bonus Payment (including the
Guaranteed Bonus) that has not been paid as of such termination or any
Transaction Bonus that has not been earned due to the consummation of a
Qualifying Transaction as of such termination.
(e) Other Benefits. Except as otherwise provided in Section 4(c), the
Executive's eligibility to receive or participate in benefit and compensation
plans shall terminate as of the date of termination of his employment unless
specifically provided otherwise under the terms of a particular benefit or
compensation plan or unless otherwise provided by law. Subject to the preceding
sentence, all of the Executive's rights to benefits and bonuses, including the
Transaction Bonus, which accrue or become payable after the termination of his
employment shall cease upon such termination.
5. NON-DISCLOSURE AND USE OF PROPRIETARY INFORMATION. The Executive recognizes
and acknowledges that the Company's Proprietary Information (as defined below),
as they may exist from time-to-time, are valuable, special and unique assets of
the business. The Executive further acknowledges that access to such Proprietary
Information relating to the business of the Company is essential to the
performance of the Executive's duties under this Agreement. Therefore, in order
to obtain access to such Proprietary Information, the Executive agrees that the
Executive will not, in whole or in part, disclose such Proprietary Information
to any person, firm, corporation, association or any other entity for any reason
or purpose whatsoever, nor will the Executive make use of any such information
for the Executive's own purposes or for the benefit of any person, firm,
corporation, association or other entity (except the Company). For purposes of
this Agreement, the term "Proprietary Information" means information that is not
generally known to the public and that is used, developed or obtained by the
Company in connection with its business, including but not limited to (i)
products or services, (ii) fees, costs and pricing structures, (iii) designs,
(iv) analysis, (v) drawings, photographs and reports, (vi) computer software,
including operating systems, applications and program listings, (vii) flow
charts, manuals and documentation, (viii) data bases, (ix) accounting and
business methods, (x) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (xi) customers and clients and customer or client lists, (xii)
copyrightable works, (xiii) all technology and trade secrets, (xiv) business
plans (strategic and/or operational), and (xv) all similar and related
information in whatever form. These restrictions will not apply to any
Proprietary Information which: (A) is in the public domain, provided that the
Executive was not responsible, directly or indirectly, for such Proprietary
Information entering the public domain without the Company's consent; (B)
becomes known to the Executive, during the term of this Agreement, from a third
party not known to the Executive to be under a confidential relationship with
the Company; or (C) was known by the Executive prior to July 24, 2003, or (D) is
required by law or governmental tribunal to be disclosed; provided, however,
that if the Executive is legally compelled to disclose any Proprietary
Information, the Executive will provide the Company with prompt written notice
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of such legal compulsion so that the Company may seek a protective order or
other available remedy.
6. NON-COMPETITION COVENANT.
(a) Basic Covenant. The parties hereto acknowledge that the Executive is a
critical employee of the Company and as such is receiving valuable benefits from
the Company under the terms and conditions of this Agreement. Executive
acknowledges that as a material inducement for Company to enter into an
employment relationship with Executive and offer the substantial benefits as
provided for in this Agreement, Executive agrees to enter into and be bound by
the non-competition covenant contained in this Section 6. During the period in
which the Executive serves as an employee of the Company and for the period
ending eighteen (18) months following the date of termination of employment for
any reason and regardless of the circumstances thereof, the Executive shall not
directly or indirectly, on the Executive's own behalf or in the service of or on
behalf of any other individual or entity, compete with the Company and its
Affiliates in the Designated Industry within the Geographical Area (as
hereinafter defined). The term "compete" means to engage, directly or
indirectly, on the Executive's own behalf or in the service of or on behalf of
any other individual or entity, either as a proprietor, employee, agent,
independent contractor, consultant, director, officer, partner or stockholder
(other than a stockholder of a corporation listed on a national securities
exchange or whose stock is regularly traded in the over-the-counter market,
provided that the Executive at no time owns, directly or indirectly, in excess
of five percent of the outstanding stock of any class of any such corporation
and does not participate in its management) in providing management, employment,
marketing or other services in the Designated Industry within the Geographical
Area.
(b) Non-Interference. During the period in which the Executive serves as an
employee of the Company and for the period ending on the second anniversary of
the date of termination of employment (the "Restricted Period"), the Executive
will not, directly or indirectly, on the Executive's own behalf or in the
service of or on behalf of any other individual or entity, interfere with,
disrupt, or attempt to disrupt the past, present or prospective relationships,
contractual or otherwise, existing between the Company and any supplier,
consultant, or client of the Company. The term "prospective relationship" is
defined as any relationship where during the one-year period prior to the
effective termination date of Executive's employment, the Company has actively
sought an individual or entity as a prospective supplier, consultant, or client.
(c) Non-Solicitation of Employees Covenant. The Executive further agrees
and represents that during the Restricted Period, the Executive will not,
directly or indirectly, on the Executive's own behalf or in the service of, or
on behalf of any other individual or entity, (i) divert or solicit, or attempt
to divert or solicit, to or for any individual or entity which is engaged in
providing services in the Designated Industry, or (ii) otherwise hire or engage,
any person
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employed by the Company who was employed in a management, sales or marketing
capacity by the Company at any time during the Restricted Period, whether or not
such Employee is a full-time Employee or a temporary Employee of the Company
whether or not such Employee is employed pursuant to a written agreement and
whether or not such Employee is employed for a determined period or at-will,
unless such person has not been employed by the Company for a period of at least
180 days, and except as otherwise agreed to by the Company.
(d) For purposes of this Agreement, the following terms shall have the
meanings specified unless defined otherwise herein:
(i) "Affiliates" shall mean any subsidiary company of CompBenefits
Corporation, whether wholly or partially owned.
(ii) "Designated Industry" shall mean (A) the business of providing
dental health care services and any and all activities relating thereto,
including, without limitation, the provision and administration of discount
fee-for-service dental plans, prepaid dental plans, PPO dental plans and
indemnity dental plans and/or services associated with the administration
of dental benefits, (B) the business of providing vision health care
services and any and all activities relating thereto, including, without
limitation, the provision and administration of discount fee-for-service
vision plans, prepaid vision plans, PPO vision plans and indemnity vision
plans and/or services associated with the administration of vision
benefits, and (C) any other revenue generating business conducted by
CompBenefits Corporation or its Affiliates during the time of Executive's
employement;
(iii) "Employee" shall mean any individual employed by CompBenefits
Corporation or its Affiliates currently or during a 180-day period
immediately prior to the date of any hiring or solicitation for hire of
such individual by Executive;
(iv) "Geographical Area" shall mean those areas in the United States
and in foreign countries in which the Executive or the Company is or has
engaged in providing or marketing business products or services at any time
prior to the termination of employment. The Geographical Area currently
includes Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kansas,
Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Ohio,
Oklahoma, South Carolina, Tennessee, Texas, and West Virginia.
(v) "Person" shall mean an individual, a corporation, an association,
a partnership, an estate, a trust, and any other entity or organization.
(e) Construction. The parties hereto agree that any judicial authority
construing all or any portion of this Section 6 below will be empowered to sever
any portion of the Geographical
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Area, the Designated Industry or time period, client base, prospective
relationship or prospect list or any prohibited business activity from the
coverage of such Section and to apply the provisions of such Section to the
remaining portion of the Geographical Area, the Designated Industry or time
period, the client base or the prospective relationship or prospect list, or the
remaining business activities not so severed by such judicial authority. In
addition, it is the intent of the parties that the judicial authority replace
each such severed provision with a provision as similar in terms to such severed
provision as may be possible and be legal, valid and enforceable. It is the
intent of the parties that Section 6 be enforced to the maximum extent permitted
by law.
7. EXISTING RESTRICTIVE COVENANTS. The Executive represents and warrants that
the Executive's employment with the Company does not and will not breach any
agreement which the Executive has with any individual or entity to keep in
confidence information or not to compete with any such individual or entity. The
Executive will not disclose to the Company or use on either of their behalf any
confidential information of any other party required to be kept confidential by
the Executive.
8. RETURN OF CONFIDENTIAL INFORMATION. The Executive acknowledges that as a
result of the Executive's employment with the Company, the Executive may come
into the possession and control of Proprietary Information, such as proprietary
documents, drawings, specifications, manuals, notes, computer programs, or other
proprietary material. The Executive acknowledges, warrants and agrees that the
Executive will return to the Company all such items and any copies or excerpts
thereof, and any other properties, client lists, client contracts, files or
documents obtained as a result of the Executive's employment with the Company,
immediately upon the termination of the Executive's employment with the Company.
9. REMEDIES. The Executive agrees and acknowledges that the violation of any of
the covenants or agreements contained in Section 5, 6, or 8 of this Agreement
would cause irreparable injury to the Company, that the remedy at law for any
such violation or threatened violation thereof would be inadequate, and that the
Company will be entitled, in addition to any other remedy, to temporary and
permanent injunctive or other equitable relief without the necessity of proving
actual damages including, without limitation, the right to terminate all
payments under this Agreement. Sections 4 through 18, inclusive, of this
Agreement, shall survive termination of the Executive's employment under this
Agreement.
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10. NOTICES. Any notice or communication under this Agreement will be in writing
and sent by registered or certified mail addressed to the respective parties as
follows:
If to the Company: If to the Executive:
CompBenefits Corporation Xxxx X. Xxxxxxxx
000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000 000 Xxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attn: Chief Executive Officer
11. SEVERABILITY. Subject to the application of Section 6(e) to the
interpretation of Section 6, in case one or more of the provisions contained in
this Agreement is for any reason held to be invalid, illegal or unenforceable in
any respect, the same will not affect any other provision in this Agreement, and
this Agreement will be construed as if such invalid or illegal or unenforceable
provision had never been contained therein. It is the intent of the parties that
this Agreement be enforced to the maximum extent permitted by law.
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the
parties relating to the subject matter hereof and supersedes all prior
agreements, oral or written, regarding such subject matter. No amendment or
modification of this Agreement will be valid or binding upon the parties unless
made in writing and signed by the parties.
13. BINDING EFFECT. This Agreement will be binding upon the parties and their
respective heirs, representatives, successors, transferees and permitted
assigns, as applicable.
14. ASSIGNMENT. This Agreement is one for personal services and is not
assignable by the Executive. The Company may assign this Agreement to any of its
affiliates, provided that the Company shall remain liable for the obligations of
its affiliates under this Agreement. This Agreement shall inure to the benefit
of, and be binding upon and assignable to, successors of the Company by way of
merger, reorganization, consolidation or other sale.
15. COUNTERPARTS. This Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken together constitute
one and the same agreement.
16. GOVERNING LAW. This Agreement is entered into and will be interpreted and
enforced pursuant to the laws of the State of Georgia. The parties hereto hereby
agree that the appropriate forum and venue for any disputes between any of the
parties hereto arising out of this Agreement shall be any federal court in the
State of Georgia and each of the parties hereto hereby submits to the personal
jurisdiction of any such court. The foregoing shall not limit the rights of any
party to obtain execution of judgment in any other jurisdiction. The parties
further agree, to the extent
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permitted by law, that a final and unappealable judgment against either of them
in any action or proceeding contemplated above shall be conclusive and may be
enforced in any other jurisdiction within or outside the United States by suit
on the judgment, a certified or exemplified copy of which shall be conclusive
evidence of the fact and amount of such judgment.
17. NO STRICT CONSTRUCTION. The language used in this Agreement shall be deemed
to be the language chosen by the parties hereto to express their mutual intent,
and no rule of strict construction shall be applied against any party.
18. LITIGATION AND REGULATORY COOPERATION. During and after Executive's
employment, the Executive shall reasonably cooperate with the Company in the
defense or prosecution of any claims or actions which relate to events or
occurrences that transpired while the Executive was employed by the Company. The
Executive's cooperation in connection with such claims or actions shall include,
but not be limited to, being available to meet with counsel to prepare for
discovery or trial and to act as a witness on behalf of the Company at mutually
convenient times. During and after the Executive's employment, the Executive
also shall cooperate fully with the Company in connection with any investigation
or review of any federal, state or local regulatory authority as any such
investigation or review relates to events or occurrences that transpired while
the Executive was employed by the Company. Company shall pay Executive for all
reasonable travel, and other related expenses incurred in connection with this
cooperation.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
of the day and year first above written.
COMPBENEFITS CORPORATION
By: /s/ Xxxxx Xxxxx /s/ Xxxx X. Xxxxxxxx
--------------------------------- ----------------------------------------
Xxxxx Xxxxx Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
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