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 80 Lamberton Road, Windsor, CT 06095, with all of its
direct and indirect subsidiaries, (the "Employer") and Dan S. Woodward, an
individual residing at 819 Heathcliff Court, Houston, TX 77024 (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.
5. Expense Reimbursement and Other Benefits.
(a) Reimbursement of Expenses. During the term of
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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 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
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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 quoted on the NASDAQ Stock Market, or any
similar system or automated dissemination of quotations of
securities prices in common use,
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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
any reason, the Executive shall not directly or indirectly, for
himself or for any other person, firm, corporation, partnership,
association or other
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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
relating in any manner to the customers of Employer, whether
prepared by the Executive or otherwise coming into the Executive's
possession, shall
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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 such jurisdiction, then only as to enforcement of
this Section 6 within the jurisdiction of such court, such provision
shall be interpreted and enforced
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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 expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5(a)).
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(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
Executive shall be exerciseable as per the original vesting schedule
of the applicable option grant and the Common Stock acquired
pursuant to such
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exercise may be sold by Executive subject to no restrictions by
Employer (other than those imposed by the Employer's then current
insider trading 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 grant price 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 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)).
(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 after the date of the Change in
Control, the Term and Executive's employment with Employer is
terminated by Employer, or new employer
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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.
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
15
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.
80 Lamberton Road
Windsor, CT 06095
Attention: EVP Human Resources
With a copy to: PRT Group Inc.
7 Skyline Drive
Hawthorne, NY 10532
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 thereof, including
all costs and attorneys' fees, whether settled out of court,
arbitrated, or tried (at both trial and appellate levels).
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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 Dan S. Woodward PRT Group Inc.
By: /s/ Dan S. Woodward /s/ Jack D. Mullinax
------------------- ---------------------
Title: EVP Human Resources
Date December 13,1999 Date: December 23, 1999
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