EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of February 7, 2000, by and between OutSource International, Inc., a Florida
corporation (the "Company"), and Xxxxx Xxxxx ("Employee").
WHEREAS, the Company, through its Board of Directors, desires to retain
the services of Employee, and Employee desires to be retained by the Company, on
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Employment. The Company hereby employs Employee, and Employee hereby
accepts employment, as Chief Executive Officer and President subject to the
terms of this Agreement. You will work at the Company's headquarters, currently
located at 0000 Xxxx Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx.
2. Term. The term ("Term") of this Agreement shall commence on February
14, 2000 and shall continue until terminated by Employee or by the Company in
accordance with the terms hereof.
3. Duties. During his employment hereunder, Employee will serve as the
Chief Executive Officer and President of the Company. Employee shall report
directly to the Board of Directors of the Company (the "Board") and shall serve
at their direction. Employee will be appointed to the Board of Directors at the
first meeting of the Board of Directors following your employment. Employee
shall perform services as assigned by the Board consistent with the title of
Chief Executive Officer and President. The officers that shall report to you
will include, but not be limited to, the following: Chief Financial Officer,
Chief Information Officer, General Counsel, all Zone Vice Presidents, Vice
President of Human Resources, Vice President of Sales and Marketing Operations.
Employee shall diligently perform such duties and shall devote his entire
business skill, time and effort to his employment and his duties hereunder and
shall not during the Term, directly or indirectly, alone or as a member of a
partnership, or as an officer, director, employee or agent of any other person,
firm or business organization engage in any other business activities or
pursuits requiring his personal service that materially conflict with his duties
hereunder or the diligent performance of such duties. This shall not, however,
preclude Employee from serving on boards of directors of other corporations;
provided that such service does not conflict with the duties of Employee
hereunder or result in a conflict of interest.
4. Compensation.
a. Salary. Employee shall be paid an initial salary of $300,000 per
year for the first year of employment, payable in equal installments not less
frequently than semi-monthly ("Annual Base Salary"). The Annual Base Salary for
years two, three, and four (effective February 21, 2001), shall be $325,000.00.
The Annual Base Salary after year four shall be determined by the Board of
Directors.
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b. Bonus. In addition to the Annual Base Salary, Employee shall be
entitled to an annual performance bonus, with an initial targeted bonus for year
one of the Agreement of between 50% and 100% of Annual Base Salary (to be
determined jointly by Employee and the Board of Directors), based upon the
achievement by the Company of mutually agreed upon goals and objectives for the
relevant fiscal year. Unless otherwise provided herein, the annual performance
bonus shall be paid, if at all, after completion of the Company's financial
statements for the fiscal year. The initial fiscal year for this Agreement ends
March 31, 2001. For year one of the Agreement, Employee shall receive a minimum
performance bonus in the amount of $150,000.00 (the "Minimum Performance Bonus")
irrespective of the Company's performance, to be paid on the one year
anniversary of his employment with the Company ("First Anniversary"), but only
if Employee is employed by the Company on the First Anniversary. For year two of
employment, Employee shall receive a minimum performance bonus in the amount of
$81,250 irrespective of the Company's performance, to be paid on the two year
anniversary of his employment with the Company ("Second Anniversary"), but only
if Employee is employed by the Company on the Second Anniversary. Any amounts
paid as a Minimum Performance Bonus on an anniversary of employment shall be
applied against the targeted bonus amount for the fiscal year in which the
anniversary occurs. There will be no minimum performance bonus amounts after the
second year of employment.
c. Stock Options. Effective the date you execute this Agreement, you
will receive a grant of an option to acquire 400,000 shares of Outsource
International, Inc. common stock. The strike price of the shares shall be the
Fair Market Value on the date of the grant. These options shall vest 25% at the
completion of each year of employment with the Company (100% vested after the
end of year four). In addition, on your first anniversary of employment with the
Company, you shall be granted an option to purchase 100,000 shares of Outsource
International, Inc. common stock, at the Fair Market Value on the date of the
grant. These options shall vest 33% at the completion of each year of employment
with the Company. Fair Market Value shall mean the average of the closing "bid"
and "ask" prices on the day of any grant. The options shall be incentive stock
options to the extent permitted by law, and shall be granted pursuant to the
Company's Stock Option Plan and a written stock option agreement. The term of
the options shall be ten years (subject to expiration per the terms of the stock
option agreement and the Internal Revenue Code).
d. Insurance. During his employment hereunder, Employee shall be
entitled to participate in such health, life, short term and long-term
disability and other insurance programs, if any, that the Company may offer to
other key executive employees of the Company from time to time. Employee shall
be entitled to short term and long term disability insurance irrespective of
whether the Company provides such insurance to other employees. You will be
eligible for such benefits as of thirty days from the effective date of this
Agreement.
e. Other Benefits. During his employment hereunder, Employee shall be
entitled to such other benefits that the Company may offer to other key
executive employees of the Company from time to time.
f. Vacation. Employee shall be entitled to 4 weeks vacation leave (in
addition to holidays) in each calendar year during the Term, or such additional
amount as may be set forth in the vacation policy that the Company shall
establish from time to time. Except with respect to vacation time unused as the
result of a written request by the Company to postpone a vacation, any unused
vacation from one calendar year shall not carry-over to any subsequent calendar
year.
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g. Expense Reimbursement. Employee shall, upon submission of
appropriate supporting documentation, be entitled to reimbursement of reasonable
out-of-pocket expenses incurred in the performance of his duties hereunder in
accordance with policies established by the Company. Such expenses shall
include, without limitation, reasonable travel and entertainment expenses,
gasoline and toll expenses and cellular phone use charges, if such charges are
directly related to the business of the Company. You will also be reimbursed for
twenty-four round trip airline tickets from Fort Lauderdale, Florida to St.
Louis, Missouri each year; however, Employee agrees to use his best efforts to
coordinate such trips with business travel, and in the most cost efficient
manner.
h. Interim Living and Relocation Expenses. The Company will reimburse
you for the cost of a reasonable one bedroom, furnished apartment residence in
the Deerfield Beach, Florida area for a period of 120 days from the first day of
your employment, as well as the cost of a rental car, meals, and other
appropriate miscellaneous living expenses during this period You will also be
reimbursed for other reasonable out-of-pocket expenses incurred in connection
with your relocation to the Fort Lauderdale, Florida area (grossed up to be tax
neutral).
i. You will be reimbursed the reasonable attorneys' fees incurred by
you for the review of this Agreement by counsel.
5. Grounds for Termination.
The Board of Directors of the Company may terminate this Agreement for
any reason at any time including, without limitation, for "Cause." As used
herein, "Cause" shall mean any of the following: (i) failure on the part of
Employee to disclose to Company in writing on or before the date hereof
Employee's breach of or default under any employment, non-compete,
confidentiality or other agreement between Employee and any prior employer of
Employee (including without limitation any breach or default that might result
from Employee's entering into or performing his duties and obligations under
this Agreement); (ii) an act of willful misconduct or gross negligence by
Employee in fulfilling his obligations to the Company (determined without regard
to the financial performance of the Company or the manner of performance by
Employee of his duties in the ordinary course of business); (iii) indictment of
Employee for a felony involving moral turpitude, whether relating to his
employment or otherwise; (iv) an act of dishonesty or breach of trust on the
part of Employee resulting or intended to result directly or indirectly in
personal gain or enrichment at the expense of the Company; (v) conduct on the
part of Employee intended to injure the business of the Company; (vi) Employee's
addiction to any drug or chemical; (vii) Employee's insubordination unless
resulting from Employee's refusal to do an illegal act; (viii) failure to
establish and maintain a residence within a reasonable daily commute to the
Company's headquarters within a reasonable time after the expiration of the 120
day period beginning on the first day of Employment with the Company. The
existence of any of the foregoing events or conditions, except under clause
(iii), shall be determined by the Board of Directors (excluding the Employee) in
the exercise of its reasonable judgment provided that if such occurrence relates
to section (i) or(vi) above, it must persist more than (a) five (5) days after
notice is given to Employee by personal delivery or (b) ten (10) days after a
notice is given to Employee by any other means, each notice which details the
occurrence. Notwithstanding the foregoing, if occurrence under sections (ii),
(v) or (vii) cannot reasonably be remedied within the time periods set forth,
the Board of Directors shall not exercise its right to terminate under this
section if Employee begins to remedy the occurrence within the time period and
continues actively and diligently in good faith to completely remedy such
occurrence. As used herein "insubordination" means Employee failing to use his
best efforts to comply with a written
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directive made by the Company's Board of Directors for any action or inaction
not inconsistent with the duties set forth here.
6. Payment and Other Provisions Upon Termination.
a. In the event that Employee's employment with the Company (including
its subsidiaries) is terminated by the Company for Cause as provided in
Paragraph 5; then, on or before Employee's last day of employment with the
Company:
i. Salary and Bonus Payments: The Company shall pay in a lump
sum to Employee such amount of compensation earned by Employee
hereunder for services rendered to the Company as of the time of such
termination, as well as compensation for unused vacation time, as has
accrued but remains unpaid. Any and all other rights granted to
Employee under this Agreement shall terminate as of the date of
termination.
ii. Noncompetition/Nonsolicitation Period. The provisions of
Paragraph 12 shall continue to apply with respect to Employee for a
period of one year following the date of termination.
b. In the event that: Employee's employment with the Company (including
its subsidiaries) is terminated by the Company for any reason other than for
Cause as provided in Paragraph 5 and other than as a consequence of Employee's
death, disability, or normal retirement under the Company's retirement plans and
practices, then:
i. Salary and Bonus Payments: On or before Employee's last day
of employment with the Company, the Company shall pay to Employee, as
compensation for services rendered to the Company, a cash amount equal
to one and one-half times the Annual Base Salary in effect at the time
(the "Cash Amount"). At the election of the Company, the Cash Amount
may be paid to Employee in periodic installments in accordance with the
regular salary payment practices of the Company, with the first such
installment to be paid on or before Employee's last day of employment
with the Company. Notwithstanding the foregoing sentence, the entire
Cash Amount shall be paid to Employee during the period not to exceed
eighteen months following Employee's last day of employment with the
Company. No interest shall be paid with respect to any of the Cash
Amount not paid on the Employee's date of termination.
ii. Benefit Plan Coverage: The Company shall maintain in full
force and effect for Employee and his dependents for eighteen months
after the date of termination, all life, health, accident, and
disability benefit plans and other similar employee benefit plans,
programs and arrangements in which Employee or his dependents were
entitled to participate immediately prior to the date of termination,
in such amounts as were in effect immediately prior to the date of
termination, provided that such continued participation is possible
under the general terms and provisions of such benefit plans, programs
and arrangements. In the event that participation in any benefit plan,
program or arrangement described above is barred, or any such benefit
plan, program or arrangement is discontinued or the benefits thereunder
materially reduced, the Company shall arrange to provide Employee and
his dependents for eighteen months after the date of termination with
benefits substantially similar to those that they were entitled to
receive under such benefit plans, programs and arrangements immediately
prior to the date of termination, or, at the Company's option, a lump
sum payment to Employee equal to the Company's cost immediately prior
to termination to provide such benefits (grossed up to be tax neutral
to Employee) If immediately prior to the date of termination the
Company provided Employee with any club memberships, Employee will be
entitled
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to continue such memberships at his sole expense. Notwithstanding any
time period for continued benefits stated in this Paragraph 6.b.ii, all
benefits in this Paragraph 6.b.ii will terminate on the date that
Employee becomes an employee of another employer and eligible to
participate in the employee benefit plans of such other employer. To
the extent that Employee was required to contribute amounts for the
benefits described in this Paragraph 6.b.ii prior to his termination,
he shall continue to contribute such amounts for such time as these
benefits continue in effect after termination.
iii.Savings and Other Plans: Except as otherwise more
specifically provided herein or under the terms of the respective plans
relating to termination of employment, Employee's active participation
in any applicable savings, retirement, profit sharing or supplemental
employee retirement plans or any deferred compensation or similar plan
of the Company or any of its subsidiaries shall continue only through
the last day of his employment. All other provisions, including any
distribution and/or vested rights under such plans, shall be governed
by the terms of those respective plans.
iv. Noncompetition/Nonsolicitation Period. The provisions of
Paragraph 12 shall continue, beyond the time periods set forth in such
paragraph, to apply with respect to Employee for the shorter of (x)
twelve months following the date of termination or (y) until such time
as the Company has failed to comply with the provisions of Paragraph
6.b.i for a an uninterrupted 10-day period and such failure is not
cured within 5 days after written notice of such failure is delivered
to at least two directors of the Company (other than Employee).
7. Change of Control. In the event of a Change of Control, Employee
shall be entitled to the following benefits as of the effective date of the
Change of Control:
i. Exercisability of Stock Options. Notwithstanding the
vesting period provided for in the Stock Option Plan and any related
stock option agreements between the Company and Employee for stock
options ("options") and stock appreciation rights ("rights") granted
Employee by the Company, all options and stock appreciation rights
shall be immediately exercisable on the effective date of a Change of
Control.
ii. Other Benefits. All benefits under Paragraphs 6.b.ii and
6.b.iii shall be extended to Employee as described in such paragraphs.
c. For purposes of this Agreement, the term "Change of Control" shall
mean:
i. The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of " 13(d)(3) or "
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) (any of the foregoing
described in this Paragraph 7.c.i hereafter a "Person") of 33% or more
of either (a) the then outstanding shares of Capital Stock of the
Company (the "Outstanding Capital Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Voting
Securities"), provided, however, that any acquisition by (x) the
Company or any of its subsidiaries, or any employee benefit plan (or
sponsored or maintained by the Company or any of its subsidiaries or
(y) any Person that is eligible, pursuant to Rule 13d-1(b) under the
Exchange Act, to file a statement on Schedule 13G with respect to its
beneficial ownership of Voting Securities, whether or not such Person
shall have filed a statement on Schedule 13G, unless such Person shall
have filed a statement on Schedule 13D with respect to beneficial
ownership of 33% or more of the Voting Securities or (z)
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any corporation with respect to which, following such acquisition, more
than 60% of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Capital Stock and Voting Securities immediately prior to
such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the Outstanding
Capital Stock and Voting Securities, as the case may be, shall not
constitute a Change of Control; or
ii. Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any individual becoming a
director subsequent to the date hereof whose election or nomination for
election by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors
of the Company (as such terms are used in Rule 14a-11 of Regulation
14A, or any successor section, promulgated under the Exchange Act); or
iii.Approval by the shareholders of the Company of a
reorganization, merger or consolidation (a "Business Combination"), in
each case, with respect to which all or substantially all holders of
the Outstanding Capital Stock and Voting Securities immediately prior
to such Business Combination do not, following such Business
Combination, beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from Business Combination; or
iv. (a) a complete liquidation or dissolution of the Company
or (b) a sale or other disposition of all or substantially all of the
assets of the Company other than to a corporation with respect to
which, following such sale or disposition, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Capital Stock and Voting Securities
immediately prior to such sale or disposition in substantially the same
proportion as their ownership of the Outstanding Capital Stock and
Voting Securities, as the case may be, immediately prior to such sale
or disposition.
8. Termination by Reason of Death. If Employee shall die while employed
by the Company both prior to termination of employment and during the effective
term of this Agreement, all Employee's rights under this Agreement shall
terminate with the payment of that portion of Base Salary as has accrued but
remains unpaid and a prorated amount of targeted bonus under the Company's
Management Bonus Program through the month in which his death occurs, plus three
additional months of the fixed salary and targeted bonus. The calculation of
Employee's target bonus shall be made, and any bonus amount due to Employee
paid, in the manner set forth in Section 6.a.i. All benefits under Paragraphs
6.b.ii and 6.b.iii shall be extended to Employee's estate as described in such
paragraphs.
9. Termination by Disability. Employee's employment hereunder may be
terminated by the Company for disability. In such event, all Employee's rights
under this Agreement shall terminate with the payment of that portion of Base
Salary as has accrued but remains unpaid as of the thirtieth (30th)
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day after such notice is given except that all benefits under
Paragraphs 6.b.ii and 6.b.iii shall be extended to Employee as
described in such paragraphs, provided, however, that, with respect to
Paragraph 6.b.ii, the period for continued benefit plan coverage shall
be limited to six months from the date of termination. In addition, the
non-competition and non-solicitation provisions of Paragraphs 12 and 13
shall continue to apply to Employee for a period of six months from the
date of termination. For purposes of this Agreement, "disability" is
defined to mean that, as a result of Employee's incapacity due to
physical or mental illness:
a. Employee shall have been absent from his duties as an officer of the
Company on a substantially full-time basis for six (6) consecutive months; and
b. Within thirty (30) days after the Company notifies Employee in
writing that it intends to replace him, Employee shall not have returned to the
performance of his duties as an officer of the Company on a full-time basis.
10. Retirement. It is expected that the Compensation Committee of the
Company's Board of Directors will develop a benefit plan for retirement. It is
expected that Employee's rights upon retirement will be specifically described
in such retirement benefit plan. If retirement benefits for Employee are not
specifically described in such plan, the Company shall provide Employee upon
retirement benefits no lesser than the highest level of benefits accorded any
other retiring executive officer during the five year period immediately
preceding Employee's retirement.
11. Indemnification. If litigation shall be brought to enforce or
interpret any provision contained herein, the non-prevailing party shall
indemnify the prevailing party for reasonable attorney's fees (including those
for negotiations, trial and appeals) and disbursements incurred by the
prevailing party in such litigation, and hereby agrees to pay prejudgment
interest on any money judgment obtained by the prevailing party calculated at
the generally prevailing Bank of America base rate of interest charged to its
commercial customers in effect from time to time from the date that payment(s)
to him should have been made under this Agreement.
12. Noncompetition and Nonsolicitation.
a. The nature of the system and methods employed in the Company's
business is such that Employee will be placed in a close business and personal
relationship with the customers of the Company and be privy to confidential
customer usage and rate information. Accordingly, at all times during the term
of this Agreement and for a period of one (1) year immediately following the
termination of Employee's employment hereunder (the "Non-competition and
Non-solicitation Period") for any reason whatsoever, and for such additional
periods as may otherwise be set forth in this Agreement in reference to this
Paragraph 12, so long as the Company continues to carry on the same business,
Employee shall not, for any reason whatsoever, directly or indirectly, for
himself or on behalf of, or in conjunction with, any other person, persons,
company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call
upon, divert, influence or solicit any customer or customers of the
Company nationwide;
ii. Divulge the names and addresses or any information
concerning any customer of the Company;
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iii. Disclose any information or knowledge relating to the
Company, including but not limited to, the Company's system or method
of conducting business to any person, persons, firms, corporations or
other entities unaffiliated with the Company, for any reason or purpose
whatsoever;
iv. Own, manage, operate, control, be employed by, participate
in or be connected in any manner with the ownership, management,
operation or control of the same, similar or related line of business
as that carried on by the Company ("Competition") within a radius of
fifty (50) miles from Employee's principal office.
b. The time period covered by the covenants contained in this Paragraph
12 shall not include any period(s) of violation of any covenant or any period(s)
of time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 12 shall be construed as
an agreement independent of any other provision in this Agreement and existence
of any potential or alleged claim or cause of action of Employee against the
Company, whether predicted on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants contained herein.
An alleged or actual breach of the Agreement by the Company shall not be a
defense to enforcement of the provisions of this Paragraph 12.
d. Employee acknowledges that he has read the foregoing and agrees that
the nature of the geographical restrictions are reasonable given the nature of
the Company's business. In the event that these geographical or temporal
restrictions are judicially determined to be unreasonable, the parties agree
that these restrictions shall be judicially reformed to the maximum restrictions
which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the
event that Employee engages in Competition, or any conduct expressly prohibited
by this Paragraph 12 at any time during the Non-competition and Non-solicitation
Period for any reason whatsoever, Employee shall not receive any of the
termination benefits he otherwise would be entitled to receive pursuant to
Paragraphs 6, 7, and 9 hereof.
13. Confidentiality.
a. Nondisclosure. Employee acknowledges and agrees that the
Confidential Information (as defined below) is a valuable, special and unique
asset of the Company's business. Accordingly, except in connection with the
performance of his duties hereunder, Employee shall not at any time during or
subsequent to the term of his employment hereunder disclose, directly or
indirectly, to any person, firm, corporation, partnership, association or other
entity any proprietary or confidential information relating to the Company or
any information concerning the Company's financial condition or prospects, the
Company's customers, the design, development, manufacture, marketing or sale of
the Company's products or the Company's methods of operating its business
(collectively "Confidential Information"). Confidential Information shall not
include information which, at the time of disclosure, is known or available to
the general public by publication or otherwise through no act or failure to act
on the part of Employee.
b. Return of Confidential Information. Upon termination of Employee's
employment, for whatever reason and whether voluntary or involuntary, or at any
time at the request of the Company, Employee shall promptly return all
Confidential Information in the possession or under the control of Employee to
the Company and shall not retain any copies or other reproductions or extracts
thereof. Employee shall at any time at the request of the Company destroy or
have destroyed all memoranda, notes, reports, and documents, whether in "hard
copy" form or as stored on magnetic or other media, and all copies and
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other reproductions and extracts thereof, prepared by Employee and shall provide
the Company with a certificate that the foregoing materials have in fact been
returned or destroyed.
c. Books and Records. All books, records and accounts whether prepared
by Employee or otherwise coming into Employee's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company upon termination of Employee's employment hereunder or upon the
Company's request at any time.
14. Injunction/Specific Performance Setoff. Employee acknowledges that
a breach of any of the provisions of Paragraphs 12 or 13 hereof would result in
immediate and irreparable injury to the Company which cannot be adequately or
reasonably compensated at law. Therefore, Employee agrees that the Company shall
be entitled, if any such breach shall occur or be threatened or attempted, to a
decree of specific performance and to a temporary and permanent injunction,
without the posting of a bond, enjoining and restraining such breach by Employee
or his agents, either directly or indirectly, and that such right to injunction
shall be cumulative to whatever other remedies for actual damages to which the
Company is entitled. Employee further agrees that the Company may set off
against or recoup from any amounts due under this Agreement to the extent of any
losses incurred by the Company as a result of any breach by Employee of the
provisions of Paragraphs 12 or 13 hereof.
15. Severability: Any provision in this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
16. Successors: This Agreement shall be binding upon Employee and inure
to his and his estate's benefit, and shall be binding upon and inure to the
benefit of the Company and any successor of the Company. Neither this Agreement
nor any rights arising hereunder may be assigned or pledged by Employee or
anyone claiming through Employee; or by the Company, except to any corporation
which is the successor in interest to the Company by reason of a merger,
consolidation or sale of substantially all of the assets of the Company. The
foregoing sentence shall not be deemed to have any effect upon the rights of
Employee upon a Change of Control.
17. Controlling Law: This Agreement shall in all respects be governed
by, and construed in accordance with, the laws of the State of Florida.
18. Notices. Any notice required or permitted to be given hereunder
shall be written and sent by registered or certified mail, telecommunicated or
hand delivered at the address set forth herein or to any other address of which
notice is given:
To the Company: OutSource International, Inc.
0000 Xxxx Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
Attention: General Counsel
To Employee: Xxxxx Xxxxx
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
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19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter hereof and may not be modified
without the written agreement of both parties hereto.
20. Waiver. A waiver by any party of any of the terms and conditions
hereof shall not be construed as a general waiver by such party.
21. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and both of which together shall constitute
a single agreement.
22. Interpretation. In the event of a conflict between the provisions
of this Agreement and any other agreement or document defining rights and duties
of Employee or the Company upon Employee's termination, the rights and duties
set forth in this Agreement shall control.
23. Certain Limitations on Remedies. Paragraph 6.b provides that
certain payments and other benefits shall be received by Employee upon the
termination of Employee by the Company other than for Cause. It is the intention
of this Agreement that if the Company terminates Employee other than for Cause
(and other than as a consequence of Employee's death, disability or normal
retirement), then the payments and other benefits set forth in Paragraph 6.b
shall constitute the sole and exclusive remedies of Employee. This Paragraph 23
shall have no effect upon the provisions of Paragraph 7 of this Agreement.
IN WITNESS WHEREOF, this Employment Agreement has been executed by the
parties as of the date first above written.
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx
Its: Chief Financial Officer
EMPLOYEE:
/s/ Xxxxx Xxxxx 2/7/2000
-----------------------------
Name: Xxxxx Xxxxx
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