EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed this 26th day of
July 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 Jack Mullinax, an
individual residing at 217 Penuel, Coppell in the State of Texas (the
"Executive").
RECITALS:
A. Employer is a global information technology services company.
B. The Executive is experienced in the information technology services
industry and is desirous of becoming an executive for the Employer or the
Executive has been an employee of the Employer and as a result of
promotion or assumption of additional responsibilities has been awarded
the enhanced employment terms set out herein.
C. Employer believes the Executive will contribute to the growth and
profitability of the Employer and desires to employ the Executive as the
Executive Vice President responsible for Human Resources.
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 Executive's former employer arising under this Agreement.
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 July 26, 1999 (the "Effective Date"),
Employer, in reliance on such representations, shall employ the
Executive and the Executive
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shall accept employment by Employer, upon the terms and conditions
set forth in this Agreement.
2. Term: The term of employment (the "Term") of this Agreement shall
begin on the Effective Date and, except as otherwise provided in
Sections 8, 9, and 10 shall end on August 1, 2001. The Term of this
Agreement shall be twenty-four (24) 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 unless otherwise agreed in writing by the parties.
3. Duties: The Executive will serve as the Executive Vice President
Human Resources of the Employer and shall report to the President of
the Employer, the Executive shall have the primary responsibility to
manage and direct the day-to-day business of the Employer's Human
Resources business unit. In addition, Executive will be responsible
for establishing current and long-range objectives, plans, and
policies subject to the approval of the President. The Executive
shall perform such duties as may be reasonably assigned to him by
the President. With the consent of the President, 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 one
hundred fifty thousand dollars ($150,000) (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 prevent Employer from
increasing Executive's Annual Base Salary more often than annually.
The Annual Base Salary will be reviewed annually by the President
and increased (but not decreased) if the President, in his
discretion, determines an increase to be appropriate, based on the
types of factors the President usually
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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 sixty percent (60%) of
Annual Base Salary (the "Performance Bonus") under the annual
incentive award plan. For 1999, you are guaranteed fifty percent
(50%) of the Performance Bonus. The Performance Bonus will be paid
to Executive no later than March 1st of the next year. Performance
Bonus requirements will be agreed to in writing by the parties and
attached hereto as Exhibit 2.
(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) Stock Options. Executive will be eligible to participate
in the Employer Stock Option Plan ("Plan"). Upon the Effective Date,
Employer will (a) award you seventy thousand (70,000) incentive
stock options (the "Options"). All Options are subject to the terms
of the Plan; provided, however, in the event of a Termination
without Cause of the Executive's employment by the Employer all
stock options granted shall immediately vest and be exerciseable as
per the terms of Section 9 (b) below. The Options have been approved
by the Compensation Committee of Employer's Board of Directors. 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. If
Executive was an employee of Employer prior to the Effective Date
and has already been granted stock options, all of Executive's stock
options shall have the same terms as the Options granted hereunder.
(ii) 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
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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 or 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 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;
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(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 ).
(e) Life Insurance. Within 3 months of the execution of this
Agreement by the parties, Employer shall obtain for Executive
$1,000,000 of term life insurance with an issuer of its choice. The
insurance shall be in effect during the Term and the annual premium
cost shall be less than $3,000. Executive shall designate the
beneficiary of such life insurance.
5. Expense Reimbursement and Other Benefits.
(a) Reimbursement of Expenses. During the term of Executive's
employment hereunder, Employer, upon the Executive's submission of
proper substantiation in accordance with Employer's standard
procedure, including copies of all relevant invoices, receipts or
other evidence reasonably requested by Employer, by the Executive,
shall reimburse the Executive for all reasonable expenses actually
paid or incurred by the Executive in the course of and pursuant to
the business of Employer.
(b) Employee Benefits. Executive shall participate in the
Employer Employee Benefits Program.
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(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 Executive or expend on behalf of the
Executive up to zero dollars ($0) 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. Executive shall be
reimbursed for all business travel and business expenses per the
terms of the Company's travel and expense policy in effect at the
time such expenses are incurred.
(e) Vacation. During the Term, the Executive will be entitled
to four (4) weeks paid vacation/personal days 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 vacation/personal days
on the first day of the month following date of employment at the
rate of 1.67 days per month. Employer observes ten (10) holidays
each year; seven (7) days are designated by Employer (the holiday
schedule is described in Employer's Summary of Benefits) and three
(3) 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
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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 one (1) 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 and which is actively soliciting
the operating units of the clients doing business with 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, 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 of the Term for any reason, the
Executive shall not at any time divulge, communicate, use
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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 one (1) 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 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 (6) months, (ii) call on or solicit any
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of the operating units of the clients doing business with Employer
as of the termination of the Term for any reason 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 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
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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 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
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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)).
(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
President unless not curable or such misconduct is materially
injurious to Employer), breach of a
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fiduciary duty involving personal profit to the Executive or
intentional failure to substantially perform his duties after
written notice to the Executive from the President (and a reasonable
opportunity to cure such failure) that, in the reasonable judgment
of the President, 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. If the Executive is a licensed professional, e.g.,
Certified Public Accountant or attorney-at-law, then any situation
where the Executive is asked to take, certify or sanction any course
of action which such licensed professional Executive is prohibited
from doing by his/her profession's rules, regulations, or code of
ethics and such action or refusal to take such action in any way
leads to the Executive's termination or resignation, then such
termination shall be treated as a Termination Without Cause or
Termination for Good Reason as defined herein. 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 (through
Employer's regularly scheduled payroll) to the Executive (A) the
Annual Base Salary at the date of termination for the one (1) year
and (B) pay (within forty-five (45) days of the last day of
employment) 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 remainder of the
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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 previously granted or subsequently
granted stock options shall immediately vest upon a Termination
without Cause and shall be exerciseable and 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).
(c) 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 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
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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 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
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 75 miles from the corporate
headquarters without his consent.
11. Waivers.
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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 part, 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 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):
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If to Employer: PRT Group Inc.
80 Lamberton Road
Windsor, CT 06095
Attention: President
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).
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.
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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. Any controversy or claim arising out of
this Agreement, its enforcement or interpretation, or alleged,
breach, default, or misrepresentation in connections with any of its
provisions, shall be submitted to arbitration before JAMS-Endispute
with its rules and procedures for arbitration of employment
disputes. The prevailing party shall be indemnified for the costs
associated with such arbitration, excluding any attorneys' fees
incurred in resolving such dispute.
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.
19. Press Releases.
The executive will be given the opportunity to review and comment
upon any press release announcing his departure from the Employer.
Employer shall not be obligated to withdraw or revise such press
release as a result of the Executive's comments.
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 Jack D. Mullinax PRT Group Inc.
---------------------
By: /s/ Jack D. Mullinax By: /s/ Dan S. Woodward
-------------------- --------------------
Title: CEO & President
Date: February 1, 2000 Date: February 1, 2000
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