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Exhibit 1.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed this 10th day
of May by and between PRT Group Inc., a Delaware corporation, with its principal
place of business at 00 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000, with all of its
direct and indirect subsidiaries, (the "Employer") and Xxx X. Xxxxxxxx, an
individual residing at 000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (the
"Executive").
RECITALS:
A. Employer is a global information technology services company.
B. The Executive is experienced in the information technology services
industry, is the President of the Strategic Telecom Division of
Electronic Data Systems (EDS) and is desirous of becoming the most
senior executive responsible for the Employer.
C. Employer believes the Executive will contribute to the growth and
profitability of the Employer and desires to employ the Executive as
the most senior executive responsible for the Employer.
D. Employer agrees that it shall not require Executive to engage in any
conduct which would violate any of the Executive's post-termination
obligations to EDS arising under the Agreement between Executive or
Employer.
E. The Executive is willing to make his services available to Employer on
the terms and conditions hereinafter set forth.
AGREEMENT:
Therefore, in consideration of the premises, mutual covenants and
agreements of the parties contained herein, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employer and the Executive hereby agree as follows:
1. Employment. Commencing on May 17, 1999 (the "Effective Date"),
Employer, in reliance on such representations, shall employ
the Executive and the Executive shall accept employment by
Employer, upon the terms and conditions set forth in this
Agreement.
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2. Term: The term of employment (the "Term") of this Agreement
shall begin on the Effective Date and, except as otherwise
provided in Sections 9, 10, and 11, shall end on May 17, 2002.
The Term of this Agreement shall be thirty-six (36) months and
shall not be further extended without the mutual written
consent of the parties. After completion of the term,
Executive's employment will be on an at-will basis.
3. Duties: The Executive will serve as the PRESIDENT AND CHIEF
EXECUTIVE OFFICER of the Employer and shall report to the
Employer's board of directors ("BOD"). As President of the
Employer, the Executive shall have the primary responsibility
to manage and direct the day-to-day business of the Employer,
including the generation of income and control of expenses. In
addition, Executive will be responsible for directing the
organization with the objective of providing maximum profit
and return on invested capital; establishing current and
long-range objectives, plans, and policies subject to the
approval of the BOD; and representing the Employer with its
major customers, the financial community and the public. It is
expected that a Business/Operations Plan will be developed no
later than the end of the 3rd Quarter of 1999 for the year
2000 and beyond. As part of that plan, criteria will be
mutually agreed to with regard to compensation and objectives
needed to be met. The Executive shall perform such duties as
may be reasonably assigned to him by the BOD. With the consent
of the BOD, the Executive may (i) devote a reasonable amount
of time and effort to charitable, industry or community
organizations, and (ii) subject further to the provisions of
Section 6, the Executive may serve as a director of other
companies.
4. Compensation: During the Term, Executive shall be compensated
as follows:
(a) Salary. Executive shall be paid an annual
salary of three hundred eighteen thousand dollars ($318,000)
(the "Annual Base Salary"), to be distributed in equal
periodic semi-monthly installments according to Employer's
customary payroll practices. Nothing contained herein shall be
construed to
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prevent Employer from increasing Executive's Annual Base
Salary more often than annually. The Annual Base Salary will
be reviewed annually by the BOD and increased (but not
decreased) if the BOD, in its discretion, determines an
increase to be appropriate, based on the types of factors the
BOD usually takes into account in reviewing executive level
salaries, including, but not limited to, cost-of-living
factors.
(b) Annual Incentive Compensation. Employer will
provide the Executive with a target bonus opportunity of one
hundred percent (100%) of Annual Base Salary (the "Performance
Bonus") under the annual incentive award plan. For 1999,
Executive is guaranteed a one hundred and fifty thousand
($150,000) Performance Bonus.
(c) Employer will make the Executive eligible for
participation in Stock Acquisition and Retention Program under
the terms and conditions applicable to all other participants,
subject to the approval of the Compensation Committee of the
Board of Directors.
(d) Certain Additional Payments and Consideration.
In addition to the above payments,
(i) Employer shall pay the Executive a sign-on bonus in
the aggregate sum (net of all payroll taxes) of two hundred
thousand dollars ($200,000) in cash within three business days
of the Effective Date.
(ii) Stock Options. Executive will be eligible to
participate in the Employer Stock Option Plan ("Plan"). Upon
the Effective Date, Employer will (a) award Executive four
hundred thousand (400,000) incentive stock options, (b) upon
signing this Agreement, Executive shall be awarded an
additional sixty-thousand (60,000) incentive stock options as
a sign-on bonus, and (c) at the regularly scheduled July 29,
1999 meeting of the BOD an additional two hundred and fifty
thousand (250,000) incentive stock options (cumulatively the
"Options"). All Options are subject to the terms of the Plan.
These Options have been approved by the Compensation Committee
of Employer's Board of Directors. All Options are subject to
the terms of the Plan. The four hundred and sixty thousand
(460,000) Options granted under subsections (a) and (b) above
will be priced as of
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the closing market price on May 10, 1999 the additional two
hundred and fifty thousand (250,000) Options granted under
subsection (c) above will be priced as of the closing market
price on July 29, 1999. All Options will vest in three (3)
equal annual installments of one-third (1/3) each beginning
one (1) year from their respective grant date. A copy of the
Plan is attached hereto as Exhibit 1.
(iii) Change in Control. Notwithstanding any other
provision of the Plan to the contrary, while Executive's
Options remain outstanding under the Plan, a Change in Control
(as defined below) of Employer shall occur, then all Options
granted hereunder this Award that are outstanding at the time
of such Change in Control shall become immediately exercisable
in full, without regard to the years that have elapsed from
the date of grant, and, at the option of the Compensation
Committee of the Board of Directors, such Options may be
cancelled in exchange for a cash payment or a replacement
award of equivalent value. For purposes of this Award as well
as this Agreement, a "Change in Control" of Employer shall
occur upon the happening of the earliest to occur of the
following:
(a) any "person" as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 (other than
(1) Employer, (2) any trustee or other fiduciary holding
securities under an employee benefit plan of Employer or (3)
any corporation owned, directly or indirectly, by the
stockholders of PRT in substantially the same proportions as
their ownership of the common stock of Employer, is our
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934), directly or indirectly,
of securities of Employer (not including in the securities
beneficially owned by such person any securities acquired
directly from Employer or its affiliates representing
fifty-one percent (51%) or more of the combined voting power
of PRT's then outstanding voting securities;
(b) during any period of not more than two (2)
consecutive years, individuals who at the beginning of such
period constitute the Board (such board of directors being
referred to herein as the "Employer Board"), and any new
director (other than a director designated by a person who has
entered into an
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agreement with Employer to effect a transaction described in
clause (i), (ii) or (iv) of this Section 5A) whose election by
the Employer Board or nomination for election by Employer's
Stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors then still in office who either were directors at
the beginning of the period of whose election or nomination
for election was previously so approved (other than approval
given in connection with an actual or threatened proxy or
election contest), cease for any reason to constitute at least
seventy percent (70%) of such Employer Board;
(c) the stockholders of Employer approve a merger or
consolidation of Employer with any other corporation, other
than (A) a merger or consolidation which would result in the
voting securities of Employer outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding without conversion or by being converted into
voting securities of the surviving or parent entity) fifty one
(51%) or more of the combined voting power of the voting
securities of Employer or such surviving or parent entity
outstanding immediately after such merger or consolidation or
(B) a merger or consolidation effected to implement a
recapitalization of PRT (or similar transaction) in which no
"person" (as hereinabove defined) acquires fifty-one (51%) or
more of the combined voting power of PRT's then outstanding
securities; or
(d) the stockholders of the Employer approve a plan of
complete liquidation of the Employer or an agreement for the
sale or disposition by the Employer of all or substantially
all of the Employer's assets (or any transaction having a
similar effect).
(iv) Upon signing this Agreement, Executive
shall earn the cash equivalent of the market value of forty
thousand (40,000) shares of the Employer's common stock as a
sign-on bonus. Such sign-on bonus shall be paid to Executive,
at Executive's discretion, either before the end of the
calendar year or January 15, 2000. Employer shall reimburse,
pay, or otherwise make Executive whole for any taxes owed by
Executive as a result of this bonus.
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5. Expense Reimbursement and Other Benefits.
(a) Reimbursement of Expenses. During the term of
Executive's employment hereunder, Employer, upon the
Executive's submission of proper substantiation in accordance
with Employer's standard procedure, including copies of all
relevant invoices, receipts or other evidence reasonably
requested by Employer, by the Executive, shall reimburse the
Executive for all reasonable expenses actually paid or
incurred by the Executive in the course of and pursuant to the
business of Employer.
(b) Employee Benefits. Executive shall participate
in the Employer Employee Benefits Program.
(c) Stock Options. Executive shall be included as
a participant under the Employer Incentive Stock Option Plan,
eligible to be granted options to acquire shares of Employer's
common stock. The number of any future options and terms and
conditions of options shall be determined in the sole
discretion of the Board, or applicable committee thereof, and
shall be based on several factors, including the performance
of the Employer.
(d) Relocation and Housing Allowance. During the
Term, Employer shall pay the or expend on behalf of the
Executive up to one hundred and twenty-five thousand dollars
($125,000) as reimbursement for all reasonable and documented
costs associated with the Executive's relocating his
residence, traveling to and from his residence, local housing,
automobile costs and other costs directly related to
Executive's relocation, housing or travel.
(e) Vacation. During the Term, the Executive will
be entitled to four (4) weeks paid vacation for each year. The
Executive will also be entitled to the paid holidays and other
paid leave set forth in Employer's policies. Vacation days and
holidays during any fiscal year that are not used by the
Executive during such fiscal year may not be carried over and
used in any subsequent fiscal year. Executive will begin to
accrue
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personal days on the first day of the month following date of
employment at the rate of 1.67 days per month. Employer
observes 10 holidays each year; eight (8) days are designated
by Employer (the holiday schedule is described in Employer's
Summary of Benefits) and two (2) days which are selected by
Executive.
(f) Retirement Plan. Executive is eligible to
participate in the Employer's 401(k) Savings Plan the first
day of the month coinciding with, or following three (3)
months employment with Employer. The Employer has a provision
enabling a discretionary match which has been twenty percent
(20%) in prior years.
6. Restrictions.
(a) Non-competition. During the Term and for a two (2)
year period after the termination of the Term and for any
reason, the Executive shall not, directly or indirectly,
engage in or have any interest in any sole proprietorship,
partnership, corporation or business or any other person or
entity (whether as an executive, officer, director, partner,
agent, security holder, creditor, consultant or otherwise)
that directly or indirectly (or through any affiliated entity)
engages in competition with the Employer (for this purpose,
any business that engages in information technology consulting
services or products similar to those services or products
offered by the Employer at the time of termination of the
Agreement shall be deemed to be in competition with the
Employer at the time of termination of the Agreement shall be
deemed to be in competition with the Employer provided that
such services or products constitute at least five percent
(5%) of the gross revenues of the Employer at the time of
termination of the Agreement); provided that such provision
shall not apply to the Executive's ownership of or the
acquisition by the Executive, solely as an investment, of
securities of any issuer that are registered under Section
12(b) or 12(g) of the Exchange Act and that are listed or
admitted for trading on any United States national securities
exchange or that are
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quoted on the NASDAQ Stock Market, or any similar system or
automated dissemination of quotations of securities prices in
common use, so long as the Executive does not control, acquire
a controlling interest in or become a member of a group which
exercises direct or indirect control or, more than five
percent (5%) of any class of capital stock of such
corporation.
(b) Nondisclosure. During the Term and for a two (2)
year period after the termination o the Term for any reason,
the Executive shall not at any time divulge, communicate, use
to the detriment of or for the benefit of any other person or
persons, or misuse in any way, any Confidential Information
(as hereinafter defined) pertaining to the business or the
Employer. Any Confidential Information or data now or
hereafter acquired by the Executive with respect to the
business of the Employer (which shall include, but not be
limited to, information concerning the Employer's financial
condition, prospects, technology, customers, suppliers,
sources of leads and methods of doing business) shall be
deemed a valuable, special and unique asset of the Employer
that is received by the Executive in confidence and as a
fiduciary, and Executive shall remain a fiduciary to the
Employer with respect to all such information. For purposes of
this Agreement, "Confidential Information" means information
disclosed to the Executive or known by the Executive as a
consequence of or through his employment by the Employer
(including information conceived, originated, discovered or
developed by the Executive) prior to or after the date hereof,
and not generally know, about the Employer or its or their
respective businesses. Notwithstanding the foregoing, nothing
herein shall be deemed to restrict the Executive from
disclosing Confidential Information that the Executive clearly
demonstrates was or became generally available to the public
other than as a result of disclosure by the Executive.
(c) Nonsolicitation of Employees and Clients. During
the Term and for a two (2) year period after the termination
of the Term for
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any reason, the Executive shall not directly or indirectly,
for himself or for any other person, firm, corporation,
partnership, association or other entity, other than in
connection with the performance of Executive's duties under
this Agreement, (i) solicit for employment or attempt to
employ or enter into any contractual arrangement with any
employee or former employee or independent contractor of
Employer, unless such employee or former employee or former
independent contractor, has not been employed by Employer for
a period in excess of six months, (ii) call on or solicit any
of the actual client or targeted prospective clients of
Employer on behalf of any person or entity in connection with
any business competitive with the business of Employer, and/or
(iii) make known the names and addresses of such customers
(unless the Executive can clearly demonstrate that such
information was or became generally available to the public
other than as a result of a disclosure by the Executive.
(d) Ownership of Developments. All copyrights, patents,
trade secrets, or other intellectual property rights
associated with any ideas, concepts, techniques, inventions,
processes, or works of authorship developed or created by
Executive during the course of performing work for Employer or
its customers (collectively, the "Work Product") shall belong
exclusively to Employer and shall, to the extent possible, be
considered a work made by the Executive for hire for Employer
within the meaning of Title 17 of the United States Code. To
the extent the Work Product may not be considered work made by
the Executive for hire for Employer, the Executive agrees to
assign, and automatically assign at the time of creation of
the Work Product, without any requirement of further
consideration, any right, title, or interest that Executive
may have in such Work Product. Upon the request of Employer,
the Executive shall take such further actions, including
execution and delivery of instruments of conveyance, as may be
appropriate to give full and proper effect to such assignment.
(e) Books and Records. All books, records, and accounts
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relating in any manner to the customers of Employer, whether
prepared by the Executive or otherwise coming into the
Executive's possession, shall be the exclusive property of
Employer and shall be returned immediately to Employer on
termination of the Executive's employment hereunder or on
Employer's request at any time.
(f) Acknowledgment by Executive. The Executive
acknowledges and confirms that (i) the restrictive covenants
contained in this Section 6(f) are reasonably necessary to
protect the legitimate business interest of Employer including
the legitimate interests of the Employer, and (ii) the
restrictions contained in this Section 6(f) (including without
limitation the length of the term of the provisions of this
Section 6(f) are not over broad, over long, or unfair and are
not the result of overreaching, duress or coercion of any
kind. The Executive further acknowledges and confirms that his
full, uninhibited and faithful observance of each of the
covenants contained in this Section 6(f) will not cause him
any undue hardship, financial or otherwise, and that
enforcement of each of the covenants contained herein will not
impair his ability to obtain employment commensurate with his
abilities and on terms fully acceptable to him or otherwise to
obtain income required for the comfortable support of him and
his family and the satisfaction of the needs of his creditors.
The Executive acknowledges and confirms that his special
knowledge of the business of the Employer is such as would
cause Employer serious injury or loss if he were to use such
ability and knowledge to the benefit of a competitor or were
to compete with the Employer in violation of the terms of this
Section 6(f). The Executive further acknowledges that the
restrictions contained in this Section 6 are intended to be,
and shall be, for the benefit of and shall be enforceable by,
Employer's successors and assigns.
(g) Reformation by Court. In the event that a court of
competent jurisdiction shall determine that any provision of
this Section 6 is invalid or more restrictive than permitted
under the governing law of
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such jurisdiction, then only as to enforcement of this Section
6 within the jurisdiction of such court, such provision shall
be interpreted and enforced as if it provided for the maximum
restriction permitted under such governing law.
(h) Extension of Time. If the Executive shall be in
violation of any provision of this Section 6 then each time
limitation set forth in this Section 6 shall be extended for a
period of time equal to the period of time during which such
violation or violations occur. If Employer seeks injunctive
relief from such violation in any court, then the covenants
set forth in this Section 6 shall be extended for a period of
time equal to the pendency of such proceeding including all
appeals by the Executive.
(i) Survival. The provisions of this Section 6 shall
survive the termination of this Agreement, as applicable.
7. Disability.
If during the Term Executive is unable to perform his services
by reason of illness or incapacity, for a period of sixty (60)
consecutive days or three (3) months out of any six (6) month
period, Employer may, at its option, upon written notice to
Executive, terminate the Term and his employment hereunder. In
the event of disability of the Executive as defined in this
Section 7, employer shall continue to pay seventy-five percent
(75%) of Executive's then current salary and benefits for the
lesser of one (1) year or the remainder of the Term.
8. Termination for Cause.
(a) Employer shall have the right to terminate the Term and
the Executive's employment hereunder for Cause (as defined
below). Upon any termination pursuant to this Section 8,
Employer shall pay to the Executive any unpaid Annual Base
Salary through the effective date of termination specified in
such notice. Employer shall have no further liability
hereunder (other than for reimbursement for reasonable
business
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expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 5(a)).
(b) For purposes hereof, the term "Cause" shall mean
the Executive's conviction of a felony, the Executive's
personal dishonesty directly affecting the Employer, willful
misconduct (which shall require prior written notice to the
Executive from the BOD unless not curable or such misconduct
is materially injurious to Employer), breach of a fiduciary
duty involving personal profit to the Executive or intentional
failure to substantially perform his duties after written
notice to the Executive from the BOD that, in the reasonable
judgment of the BOD, the Executive has failed to perform
specific duties.
9. Termination Without Cause.
(a) At any time Employer shall have the right to
terminate the Term and the Executive's employment hereunder by
written notice to the Executive. Any demotion resulting in a
material adverse change in the duties, responsibilities or
role, or reporting relationships of the Employee or movement
of the Company's offices (as set forth in the first paragraph
of this Agreement) in excess of seventy-five (75) miles shall
be treated as a termination without cause of the Executive.
Upon any termination pursuant to this Section 9 (that is not a
termination under any of Sections 7, 8, or 10), Employer shall
continue to pay to the Executive (i) the Annual Base Salary at
the date of termination for the greater of one (1) year or
remainder of the Term and (ii) Any earned Performance Bonus
prorated as of the date of termination. Employer shall also
continue to pay the premiums for the same or substantially
similar Welfare Benefits and the Executive shall be entitled
to the other benefits set forth in Section 5(b), (d) and (e)
for the greater of one (1) year or remainder of the Term. In
the event such entitlement is not allowed by law, the
Executive shall be entitled to the cash equivalent of that
benefit.
(b) The Options and any additional stock options
granted to
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Executive shall be exerciseable as per the original vesting
schedule of the applicable option grant and the Common Stock
acquired pursuant to such exercise may be sold by Executive
subject to no restrictions by Employer (other than those
imposed by the Employer's then current xxxxxxx xxxxxxx policy
or by federal and state securities laws). If the Executive is
terminated without cause on or before July 29, 2000 and the
total value to the Executive of the Options and any additional
stock options granted to Executive are less than one million
dollars ($1,000,000), then the Employer shall be liable to pay
the Executive the difference between one million dollars
($1,000,000) and the total value of the all options held by
the Executive. For purposes of this section the value of
Executive's options shall be determined, as of the effective
date of the Executive's termination without cause, by
multiplying the number of Executive's vested stock options
times, the sum of the market price of the Employer's common
stock less the xxxxx xxxxx of all vested options. This payment
shall be made to Executive in twelve (12) equal monthly
installments, less any applicable taxes, unless otherwise
agreed in writing by the parties. The Employer shall have no
further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section
5(a)). The Executive shall be entitled to receive all
severance payments and benefits hereunder regardless of any
future employment undertaken by the Executive.
10. Termination by Executive.
(a) The Executive shall at all times have the right
upon thirty (30) days prior written notice to Employer, to
terminate the Term and his employment hereunder.
(b) Upon any termination pursuant to this Section
10 by the Executive without Good Reason (as defined below),
Employer shall pay to the Executive any unpaid Annual Base
Salary through the effective date
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of termination specified in such notice. Employer shall have
no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section
5(a)).
(c) Upon any termination pursuant to this Section
10 by the Executive for Good Reason, Employer shall pay to the
Executive the same amounts that would have been payable by
Employer to the Executive under Section 9 of this Agreement as
if the Executive's employment had been terminated by Employer
without Cause. Employer shall have no further liability
hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 5(a)).
(d) For purposes of this Agreement, "Good Reason"
shall mean:
(i) the assignment to the Executive of any
duties inconsistent in any material respect with the
Executive's position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities
as contemplated by Section 3 of this Agreement, or any other
action by Employer which results in a material diminution in
such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is
remedied by Employer promptly after receipt of notice thereof
given by the Executive.
(ii) any failure by Employer to comply with
any of the material provisions of Section 4 of this Agreement,
other than an isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by Employer
promptly after receipt of notice thereof given by the
Executive; or
(iii) in the event that (A) a Change in Control
(as defined in Section 4 hereof) in Employer shall occur
during the Term and (B) prior to the earlier of the expiration
of the Term and six (6) months
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after the date of the Change in Control, the Term and
Executive's employment with Employer is terminated by
Employer, or new employer as the case may be, without Cause,
as defined in Section 9(b) (and other than pursuant to Section
7 by reason of the Executive's death or Section 8 by reason of
the Executive's disability) or the Executive terminates the
Term and his employment for Good Reason, as defined in Section
11(d)(i) or (ii) or because of the relocation of the Executive
to another location more than seventy-five (75) miles from the
corporate headquarters without his consent.
11. Waivers.
It is understood that either party may waive the strict
performance of any covenant or agreement made herein; however,
any waiver made by a party hereto must be duly made in writing
in order to be considered a waiver, and the waiver of one
covenant or agreement shall not be considered a waiver of any
other covenant or agreement unless specifically in writing as
aforementioned.
12. Savings Provisions.
The invalidity, in whole or in party, of any covenant or
restriction, or any section, subsection, sentence, clause,
phrase or word, or other provisions of this Agreement, as the
same may be amended from time to time shall not affect the
validity of the remaining portions thereof.
13. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Connecticut without
giving effect to its choice of law provision.
14. Notices.
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If either party desires to give notice to the other in
connection with any of the terms and provisions of this
Agreement, said notice must be in writing and shall be deemed
given when (a) delivered by hand (with written confirmation of
receipt); (b) sent by facsimile (with written confirmation of
receipt), provided that a copy is mailed by registered mail,
return receipt requested, or (c) when received by the
addresses, if sent by a nationally recognized overnight
delivery service) receipt requested), in each case addressed
to the party for whom it is intended as follows (or such other
addresses as either party may designate by notice to the other
party, at the Parent Employer's or Employer's then principal
executive offices):
If to Employer: PRT Group Inc.
00 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: EVP Human Resources
With a copy to: PRT Group Inc.
0 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
If to Executive: At the most recent home address of
Executive on the official records
of Employer.
15. Default.
In the event either party defaults in the performance of its
obligations under this Agreement, the non-defaulting party
may, after giving 30 days' notice to the defaulting party to
provide a reasonable opportunity to cure such default, proceed
to protect its rights by suit in equity, action or law, or,
where specifically provided for herein, by arbitration, to
enforce performance under this Agreement or to recover damages
for breach
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thereof, including all costs and attorneys' fees, whether
settled out of court, arbitrated, or tried (at both trial and
appellate levels).
16. No Third Party Beneficiary.
Nothing expressed or implied in this Agreement is intended, or
shall be construed, to confer upon or give any person other
than Employer, the parties hereto and their respective heirs,
personal representatives, legal representatives, successors
and assigns, any rights or remedies under or by reason of this
Agreement.
17. Waiver of Jury Trial.
All parties knowingly waive their rights to request a trial by
jury in any litigation in any court of law, tribunal or legal
proceeding involving the parties hereto or any disputes
arising out of or related to this Agreement.
18. Successors.
(a) This Agreement shall inure to the benefit of and be
binding upon the Executive and the Executive's assigns, heirs,
representatives or estate.
IN WITNESS WHEREOF, by its appropriate officer, signed this
Agreement and Executive has signed this Agreement, as or the
day and year first above written.
AGREED TO BY: AGREED TO BY:
Executive PRT Group Inc.
By:
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Xxx X. Xxxxxxxx
Title:
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Date: Date:
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EXHIBIT 1
PRT GROUP INC.
STOCK OPTION PLAN
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Confidential
