NONNEGOTIABLE PROMISSORY NOTE
$1,500,000 March 1, 2001
Jacksonville, Florida
Recitals
WHEREAS, the Compensation Committee of the Board of Directors of Modis
Professional Services, Inc. ('Payee') has determined that Timothy D. Payne
('Maker') is a key executive of Payee, whose services to Payee are valuable and
which would be difficult to replace;
WHEREAS, the Compensation Committee of the Board of Directors of Payee wishes to
incentivize the retention of this key executive;
WHEREAS, the Compensation Committee authorized the Chairman of the Board to
negotiate the terms and conditions of a loan to Maker in exchange for Maker
agreeing to cancel certain outstanding stock options and to remain in the employ
of Payee or its subsidiaries and affiliates and for other consideration
identified below;
WHEREAS, the Chairman of the Board of Payee and Maker have now reached agreement
on the terms of the loan evidenced by this Note; and
WHEREAS, Maker has agreed and has cancelled and returned to Payee certain
options to purchase 167,666 shares of Payee common stock.
Promise to Pay
IN CONSIDERATION OF THE FOREGOING RECITALS AND FOR OTHER VALUE RECEIVED, Timothy
D. Payne, an individual resident of the State of Florida ('Maker'), hereby
promises to pay the principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
($1,500,000.00) to Modis Professional Services, Inc. ('Payee'). Principal and
interest are payable in lawful money of the United States by certified checks or
other means of immediately available funds at 1 Independent Drive, Jacksonville,
FL 32202.
The unpaid principal amount of this Note shall bear simple interest at 4.86% per
annum (the 'Interest Rate') (the applicable Federal rate, as prescribed by
Section 1274(d)(2) of the Internal Revenue Code of 1986, as amended, and
Internal Revenue Service Advance Rulings 2001-3, 2001-7 and 2001-12). If default
is made in any payment hereof and such default is not cured within thirty (30)
days after notice thereof, the holder hereof may impose a late charge at the per
annum rate equal to five percent (5%) in excess of the Interest Rate.
Repayment Terms
1. Unless otherwise forgiven as provided below, accrued interest on the
outstanding principal amount shall be payable annually on January 1st of each
year during the term hereof by check or wire transfer to an account designated
by Payee in writing prior to the time of such payment. Unless otherwise forgiven
as provided below, $750,000.00 of the principal amount shall be payable on
January 1st of 2002 and 2003 by check or wire transfer to an account designated
by Payee in writing prior to the time of such payment.
2. All unpaid principal and accrued and unpaid interest thereon will become
immediately due and payable if Maker's employment with Payee or any of its
subsidiaries or affiliates is terminated for Cause (as that term is defined in
Attachment A hereto) or if Payee resigns from employment with Payee or any of
its subsidiaries or affiliates without Good Reason before January 1, 2003 or
violates the terms of the noncompetition or nondisclosure provisions of any
applicable Employment Agreement between Maker and Payee (or any of its
subsidiaries or affiliates) during such time.
3. If Payee is in the employ of Payee or any of its subsidiaries or affiliates
on January 1st of each of 2002 and 2003, then the unpaid principal and all
accrued and unpaid interest otherwise due and payable hereunder on those
respective dates shall be considered paid in full. Notwithstanding the above,
all unpaid principal and all accrued interest shall also be forgiven if: (i)
Maker is terminated without Cause or terminates his employment for Good Reason
(as those terms are defined in any applicable Employment Agreement entered into
between Payee and Maker) before January 1, 2003; (ii) Maker dies or becomes
disabled to the point that his employment terminates; or (iii) a Change of
Control (as defined in any applicable Employment Agreement entered into between
Payee and Maker) occurs.
4. This Note may be prepaid by the Maker hereof in whole or in part without
premium or penalty. The Maker hereof hereby waives presentment, demand, notice
of dishonor, protest, notice of protest and non-payment.
5. Maker waives diligence, presentment, protest and demand and also notice of
protest, demand, dishonor and nonpayment of this Note. No extension of time for
the payment of this Note shall affect the original liability under this Note of
Maker. The pleading of any statute of limitations as a defense to any demand
against Maker is expressly waived by Maker to the full extent permitted by law.
6. In the event an attorney at law or other agent is retained for collection of
this Note after any failure of Maker to pay any principal or interest when due
('Default'), in addition to principal and interest, Payee shall be entitled to
collect all reasonable costs of collection, including but not limited to,
reasonable attorneys' fees and costs, incurred in connection with any of Payee's
collection efforts, if and only if suit on this Note is filed, and all such
costs and expenses shall be payable by Maker on demand.
7. No failure on the part of Payee to exercise any right or remedy hereunder
with respect to Maker, whether before or after the happening of a Default, shall
constitute waiver of any future Default or any other Default. No failure to
accelerate the debt of Maker evidenced hereby by reason of a Default or
indulgence granted from time to time shall be construed to be a waiver of the
right to insist upon prompt payment thereafter, or shall be deemed to be a
novation of this Note or a reinstatement of the debt evidenced hereby or a
waiver of such right of acceleration or any other right, or be construed so as
to preclude the exercise of any right Payee may have, whether by the laws of the
state governing this Note, by agreement or otherwise; and Maker hereby expressly
waives the benefit of any statute or rule of law or equity that would produce a
result contrary to or in conflict with the foregoing. This Note may not be
modified orally, but only by an agreement in writing signed by the party against
whom such agreement is sought to be enforced.
8. This Note is binding upon Maker's successors and permitted assigns, shall
inure to the benefit of Payee, its successors and assigns. This Note may be
assigned by Payee.
9. This Note shall be governed and construed in accordance with the laws of the
State of Florida without regard to conflicts of law principles.
MAKER
/s/ Timothy D. Payne /s/ Marc M. Mayo
Timothy D. Payne Witness