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EXHIBIT 10.13
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED 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 ▇▇▇▇▇ ▇▇▇▇▇ ("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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇.
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 $125,000
irrespective of the Company's performance, and an additional
bonus in the amount of up to $300,000, to be based on the
Company's achievement of targets for revenue and EBITDA to be
agreed upon by Employee and the Board of Directors as part of the
Company's Fiscal 2002 Operating Plan. All bonus amounts will be
paid on the two year anniversary of Employee's 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
300,000 shares of Outsource International, Inc. common stock, at
the Fair Market Value on the date of the grant, February 7, 2001.
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.
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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.
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.
j. AUTOMOBILE ALLOWANCE. The Company will provide you a monthly
automobile allowance commencing in the second year of employment
in the amount of $800 per month which allowance (a) may be
applied by the Company toward the leasing of an automobile by the
Company for Employee, or (b) may be given directly to Employee to
reimburse Employee for (x) the purchase or leasing of an
automobile as the Company and Employee may agree, and (y)
reimbursement of Employee for his out-of-pocket expenses of
operating an automobile (including fuel costs).
k. CLUB DUES. The Company will reimburse you commencing in the
second year of employment for expenses of belonging to a country
club up to a maximum amount of $2,400 per year.
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
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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 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 two (2) 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
twenty-four (24) months following Employee's last day of
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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 twenty-four (24)
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 twenty-four (24) 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 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.
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ii. CHANGE OF CONTROL BONUS. A bonus in the amount of twenty-five
percent (25%) of Employee's Annual Base Salary as of the
effective date of the Change of Control.
iii. OTHER BENEFITS. All benefits under Paragraphs 6.b.ii and 6.b.iii
shall be extended to Employee as described in such paragraphs.
iv. RENEGOTIATION OF AGREEMENT. Employee shall be entitled to
negotiate with the Company reasonably appropriate changes to the
terms of this Agreement taking into account the facts and
circumstances of the Change of Control. The Company agrees to
negotiate any such changes in good faith.
For purposes of this Agreement, the term "Change of Control" shall
mean:
a. 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 related trust) 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) 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
b. 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
c. 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
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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
d. (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) 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
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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;
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.
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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 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.
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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.
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
To Employee: ▇▇▇▇▇ ▇▇▇▇▇
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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.
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IN WITNESS WHEREOF, this Employment Agreement has been executed by the
parties as of the date first above written.
OUTSOURCE INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Executive Vice President and
Chief Financial Officer
EMPLOYEE:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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