CHAIRMAN EMPLOYMENT AGREEMENT
THIS CHAIRMAN EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this 11th day of May, 2001 but shall be effective for all purposes as of
March 1, 2001 (the 'Effective Date') by and between MODIS PROFESSIONAL SERVICES,
INC., a Florida corporation ('Corporation') and DEREK E. DEWAN (the
'Executive').
1. Employment. Subject to the terms and conditions set forth in this Agreement,
the Corporation hereby employs Executive, and Executive, serving at the pleasure
of the Board of Directors, hereby accepts such employment by the Corporation in
accordance with the terms hereof.
2. Duties of Executive. Executive shall serve in the capacity of Chairman
('Chairman') of the Board of Directors (the 'Board') of the Corporation and as
an employee during the Term hereof and shall have such duties and authority as
are typical of a Chairman of an operating corporation, including, without
limitation, those specified in the Corporation's bylaws. Commencing on the
Effective Date of this Agreement, and during the Term of this Agreement as
defined hereinbelow, Executive shall devote such business time and effort to the
performance of his duties and responsibilities as Chairman as is necessary to
carry out such duties.
3. Term. The term of this Agreement (the "Term") shall commence as of the
Effective Date of this Agreement and continue until the fifth anniversary of the
date of this Agreement; provided, however, that at the end of such initial Term,
the Term shall automatically extend for additional one (1) year periods unless a
party provides, at least ninety (90) days prior to the end of such initial Term
or additional one (1) year period, written notice that it does not wish to
extend the Term. Notwithstanding the foregoing, this Agreement may be earlier
terminated in accordance with Section 6 of this Agreement.
4. Compensation; Benefits.
(a) Salary. Commencing on the Effective Date of this Agreement and continuing
during the Term hereof, the Corporation shall pay Executive an annual salary
(the 'Salary') for his services as Chairman of Two Hundred Thousand and No/100
Dollars ($200,000), which shall be payable in accordance with the Corporation's
standard payroll practice, but not less than monthly. The Corporation shall
annually review Executive's Salary and shall increase same from time to time as
may be warranted in accordance with the Corporation's compensation policies and
to reflect a cost of living increase.
(b) Benefits. In addition to Executive's Salary , during the Term of this
Agreement, the Corporation shall provide Executive with all benefits and
programs currently being provided to the Executive as of the Effective Date of
this Agreement and those additional benefits and programs made available from
time to time by the Corporation to its executives and key employees at the
highest level so provided. Notwithstanding any provision hereof, the Corporation
shall provide Executive and his spouse and dependents with major medical, health
and hospital coverage equivalent to the coverage presently received by Executive
as of the Effective Date of this Agreement. Such coverage shall not be decreased
or diminished and the Corporation shall continue to provide such coverage to
Executive and his spouse and dependents until Executive reaches the age of 65,
even if this Agreement is terminated, for any reason, including the retirement
of Executive. In the event that the major medical, health and hospital insurance
currently being provided to Executive by the Corporation is no longer available,
the Corporation shall self insure Executive and his spouse and dependents and
provide such coverage as if the previous coverage was still in place in
accordance with the terms of the previous policies and as provided hereinabove.
In addition, Executive shall be entitled to any disability and life insurance
coverage as is currently in place as of the Effective Date of this Agreement
through the Term hereof.
5. Reimbursement of Expenses. The Corporation shall reimburse Executive for all
expenses actually and reasonably incurred by him in the business interests of
the Corporation, in accordance with the Corporation's written policies and/or
general customary practice for such reimbursement of expenses of the Executive
by the Corporation. Such expenses include, but are not limited to, expenses
related to business club dues, travel, meals and entertainment, lodging,
meetings and conventions, seminars, trade shows, and communication equipment
such as computers and hand held wireless devices.
6. Termination.
(a) Death or Disability of Executive. In the event of the Executive's death
or disability (as defined hereinbelow) during the Term of this
Agreement, this Agreement shall be terminated. For purposes of this
Agreement, the disability of Executive shall mean the inability of
Executive to perform his customary and usual duties as Chairman of the
Corporation. In the event of the termination of this Agreement due to
the Executive's death or disability, the Executive shall be entitled to
compensation and benefits as provided in Section 7 of this Agreement.
(b) Termination for Cause by the Corporation. The employment of the
Executive may be terminated 'for cause' (as defined hereinbelow) at any
time during the Term by written notice from the Corporation setting
forth the grounds for such termination. For purposes of this Agreement
the term 'for cause' means a termination of the Executive arising out
of the conviction of the Executive of a capital felony crime by a court
of competent jurisdiction.
7. Compensation; Benefits. In the event Executive is terminated by the
Corporation for any reason other than as provided in Section 6(b) hereinabove,
Executive shall be entitled to receive immediately in a lump sum as severance
upon such termination, the full, un-discounted value of Executive's remaining
aggregate compensation and benefits provided in Section 4 and otherwise
hereunder. With regard to the amount of compensation due for the benefits of the
Executive in the event of the termination of Executive for any reason other than
as provided in Section 6(b) hereinabove: (i) all rights of Executive pursuant to
awards of share grants or options granted by the Corporation shall be deemed to
have vested and shall be released from all conditions and restrictions, except
for restrictions on transfer pursuant to the Securities Act of 1933, as amended;
and (ii) the Executive shall be deemed to be credited with service with the
Corporation for such remaining Term for the purposes of the Corporation's
benefit plans; and (iii) the Executive shall be deemed to have retired from the
Corporation and shall be entitled as of the termination date, or at such later
time as he may elect to commence receiving the total combined qualified and non-
qualified retirement benefits to which he is entitled hereunder, or Executive's
total non-qualified retirement benefits hereunder if under the terms of the
Corporation's qualified retirement plan for salaried employees he is not
entitled to a qualified benefit; and (iv) with regard to the Re-Grant Option
provided for in that certain 2001 Voluntary Stock Option Exchange Plan,
Executive shall be compensated by the issuance under a non-qualified stock
option so as to be equivalent to the strike price and option shares Executive
would have received if he were an employee under the Re-Grant Option program. If
any provision of this Section 7 cannot, in whole or in part, be implemented and
carried out under the terms of the applicable compensation, benefit, or other
plan or arrangement of the Corporation because the Executive has ceased to be an
actual employee of the Corporation, because the Executive has insufficient or
reduced credited service based upon Executive's actual employment by the
Corporation, because the plan or arrangement has been terminated or amended
after the Effective Date of this Agreement, or because of any other reason, the
Corporation itself shall pay or otherwise provide the equivalent of such rights,
benefits and credits for such benefits to Executive, Executive's dependents,
beneficiaries or estate, as the case may be. Subject to applicable legal limits
to the contrary, including, without limitation, limits applicable to incentive
stock options under the Internal Revenue Code (the 'Code'), in the event of
termination of Executive without cause, Executive shall have ten (10) years from
the date of such termination to exercise any outstanding stock options.
8. Breach of Agreement by Corporation. The following shall constitute a breach
of this Agreement by the Corporation: (i) Executive's position, authorities or
duties as Chairman are changed in nature or scope, or diminished or reduced;
(ii) Executive's compensation or benefits are reduced; (iii) Executive is
relocated to a place that Executive deems unreasonable in light of Executive's
personal circumstances; or (iv) any other action by or upon request of the
Corporation in respect of Executive's position, authority or responsibility
occurs that Executive deems to be contrary to his employment with the
Corporation or which he deems to be unacceptable. Determination of whether an
event under Section 8 has occurred is within the sole discretion of the
Executive unless such discretion is patently erroneous, except in the
determination of Section 8(iii) and (iv) where his discretion may not be deemed
patently erroneous.
9. Excess Parachute Payments. It is the intention of the parties hereto that the
severance payments and other compensation provided for herein are reasonable
compensation for Executive's services to the Corporation and shall not
constitute "excess parachute payments" within the meaning of Section 280G of the
Code and any regulations thereunder. To the extent that the severance payments
and other compensation provided for herein are determined to cause a parachute
payment as defined in Section 280G(b)(2) of the Code, the Corporation shall
indemnify Executive and hold Executive harmless against all claims, losses,
damages, penalties, expenses, and excise taxes relating thereto. To effect this
indemnification, the Corporation shall pay Executive an additional amount that
is sufficient to pay any excise tax imposed by Section 4999 of the Code on the
payments and benefits to which Executive is entitled without the additional
amount plus any penalties or interest imposed by the Internal Revenue Service in
regard to such amounts, plus another additional amount sufficient to pay all the
excise and income taxes on the additional amounts. The determination of any
additional amount that must be paid under this section at any time shall be made
in good faith by the independent auditors then employed by the Corporation.
10. Binding Effect; Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their representatives and permitted
successors and assigns; provided, however, this Agreement shall be binding and
enforceable against any successor in interest to the Corporation, whether by
merger, reorganization, consolidation or otherwise. No party may assign this
Agreement or any rights or benefits thereunder without the written consent of
the other parties hereto.
11. Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto pertaining to the specific subject matter hereof and supersedes
all prior agreements and understandings pertaining thereto.
12. Amendment. No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by all parties hereto.
13. Attorneys Fees. In the event of a breach of this Agreement and in the event
that counsel is employed to enforce this Agreement, then the substantially
prevailing party shall be entitled to its legal costs and reasonable attorneys'
fees for the enforcement of this Agreement.
14. Negotiated Document. The Parties acknowledge and agree that this Agreement
has been negotiated by each with the assistance of counsel, or an opportunity
for counsel to assist and review same, and no party hereto shall be considered
the drafter of this Agreement so as to construe this Agreement against any such
party in the event an ambiguity exists herein.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the
date first above written.
/s/ Jane Baker MODIS PROFESSIONAL SERVICES, INC.
Print Name: Jane Baker
/s/ Tyra Tutor By: /s/ T. Wayne Davis
Print Name: Tyra Tutor T. Wayne Davis
Witnesses Its: Chairman of the Compensation of the
Board of Directors of the Corporation
"Corporation"
/s/ Jane Baker
Print Name: Jane Baker
/s/ Tyra Tutor
Print Name: Tyra Tutor /s/ Derek E. Dewan
Witnesses DEREK E. DEWAN
'Executive' and/or
'Chairman of the Board'