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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made
and entered into the 8th day of November, 1995, by and
between PERSONNEL MANAGEMENT, INC., an Indiana
corporation (the "Corporation"), and DON R. TAYLOR (the
"Executive").
WITNESSETH:
WHEREAS, the Executive is the President and chief
executive officer of the Corporation and is an integral
part of its management; and
WHEREAS, the Corporation and the Executive have
previously executed an Employment Agreement dated January
1, 1994 and a First Amendment to Employment Agreement
dated September 12, 1995 (collectively, the "Original
Agreement"); and
WHEREAS, the Corporation and the Executive mutually
desire to terminate and cancel the Original Agreement;
and
WHEREAS, concurrently herewith the Corporation and
the Executive are executing in separate instruments a
Noncompetition and Confidentiality Agreement and a Change
of Control Severance Benefits Agreement;
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein and other
valuable consideration, including services performed and
to be performed by the Executive and compensation and
benefits paid and provided and to be paid and provided by
the Corporation, the parties hereby agree as follows:
1. Effect and Effective Date. This Agreement
amends, restates, cancels, replaces and supersedes the
Original Agreement in its entirety and shall be effective
upon the date hereof. The Original Agreement is mutually
cancelled concurrently with, and shall be null, void and
of no further force or effect upon, the execution of this
Agreement.
2. Employment. The Corporation hereby agrees to
employ the Executive, and the Executive hereby agrees to
be employed by the Corporation, on a full-time basis upon
and subject to the terms and conditions set forth herein.
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3. Term and Termination. The Executive's
employment hereunder shall be on an at-will basis,
terminable at any time with or without cause by either
party. In the event the Executive terminates the
Executive's employment with the Corporation, the
Executive agrees to give notice of such termination to
the Corporation as far in advance of such termination as
is reasonably possible under the circumstances (up to 60
days' advance notice).
4. Compensation. For all services rendered by the
Executive in any capacity to or for the Corporation
during the Executive's employment by the Corporation,
including, without limitation, services as an executive
officer, director, employee or member of any committee of
the Corporation or of any subsidiary, division or
affiliate of the Corporation (including the Corporation,
all such subsidiaries, divisions and affiliates are
referred to individually as a "PMI Company" and
collectively as the "PMI Companies"), the Executive shall
be paid as compensation (including compensation paid by
any of the PMI Companies):
(a) a base salary, payable not less often
than monthly, and such increases or decreases in
such salary, if any, in an amount as shall be
determined from time to time by the Board of
Directors of the Corporation (the "Board") or any
authorized committee of the Board and communicated
to the Executive;
(b) such bonuses and other cash incentive
awards as shall be awarded from time to time by the
Board or any authorized committee of the Board; and
(c) such other compensation and/or benefits
as the Board or any authorized committee of the
Board may grant or make available to the Executive
from time to time.
If the Executive's employment with the Corporation is
terminated, the Executive's monthly (or other payroll
period) salary shall be prorated to reflect the
percentage of the payroll period for which the Executive
was employed by the Corporation.
5. Duties of Loyalty. The Executive shall perform
such duties and responsibilities as may from time to time
be assigned or delegated to him by the Board or any
authorized committee of the Board. The Executive shall
not engage during the Executive's employment with the
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Corporation in any activity, employment or business
venture, directly or indirectly, whether or not for
remuneration, that might reasonably be expected to be
detrimental to any of the PMI Companies, conflict with
the Executive's commitment and loyalty to the PMI
Companies, compete with any of the PMI Companies, result
in a conflict of interest with any of the PMI Companies,
or adversely affect the proper discharge of the
Executive's duties or responsibilities to any of the PMI
Companies.
6. Severance Benefits.
(a) Upon termination of the Executive's
employment with the Corporation for any reason or
under any circumstance other than on account of the
death or "misconduct" (as defined in Section 6(d)
hereof) of the Executive, the Corporation shall pay
the Executive in cash an amount equal to one
month's base salary then in effect for the
Executive. Except for the additional severance
compensation and/or benefits, if any, granted by
the Corporation pursuant to Section 6(b) hereof,
the severance benefits provided for by this Section
6(a) shall constitute the entire obligation of the
Corporation for the payment of severance
compensation or benefits to the Executive under
this Agreement.
(b) Upon termination of the Executive's
employment with the Corporation for any reason or
under any circumstance other than on account of the
death or "misconduct" (as defined in Section 6(d)
hereof) of the Executive, the Board, or an
authorized committee of the Board, shall consider
and make a determination as to whether, under the
circumstances, severance compensation and/or
benefits in addition to the severance benefits
granted in Section 6(a) should be awarded to the
Executive. The Corporation shall be under no
obligation to award any such additional severance
compensation and/or benefits and the determination
of whether to award such additional severance
compensation and/or benefits shall be in the sole
discretion of the Board or such committee.
(c) Nothing in this Agreement shall be
construed as affecting the Executive's right to
severance compensation or benefits under any other
agreements between the Corporation and the
Executive.
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(d) For purposes of this Agreement,
"misconduct" means:
(i) the failure of the Executive to
substantially perform any of the Executive's
significant duties or responsibilities in
connection with the Executive's employment
(other than any such failure resulting from
the Executive's incapacity due to physical or
mental illness); or
(ii) any act that constitutes on the part
of the Executive common law fraud or
dishonesty regardless of whether such fraud or
dishonesty resulted in, or was intended to
result in, a benefit to the Executive at the
expense of the Corporation; or
(iii) the conviction of the Executive
of, or the plea by the Executive of nolo
contendere to, a felony or a crime involving
moral turpitude; or
(iv) any violation by the Executive in
any material respect of any of the
Corporation's policies or of any term or
provision of any employment or other agreement
between the Executive and the Corporation; or
(v) the Executive's unexcused total
abandonment or neglect of the Executive's
duties and responsibilities in connection with
the Executive's employment with the
Corporation (other than absences due to
illness, physical or mental incapacity,
vacations, or other excused absences) for a
continuous period of ten working days.
(e) The Corporation shall withhold from the
severance benefits granted in Section 6(a) (and any
discretionary severance compensation and/or
benefits otherwise paid to the Executive) all
federal, state, city, county or other taxes as
shall be required pursuant to any law or
governmental regulation or ruling.
7. Notices. Any notice, request, demand and other
communication to be given hereunder shall be in writing
and personally delivered or mailed in the continental
United States by registered or certified mail, postage
prepaid, at the address stated below or to such changed
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address as the addressee may have given by a similar
notice:
To the Corporation: Personnel Management, Inc.
1499 Windhorst Way
Suite 100
Greenwood, Indiana 46143
To the Executive: Don R. Taylor
11123 Sloop Court
Indianapolis, Indiana 46236
8. Succession. All of the terms and provisions of
this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective heirs,
executors, administrators, legal representatives,
successors and assigns of the parties hereto, except that
the duties and responsibilities of the Executive
hereunder are of a personal nature and shall not be
assignable or delegable in whole or in part by the
Executive.
9. Governing Law. The validity, interpretation,
construction and performance of this Agreement shall be
governed by the laws of the State of Indiana.
10. Headings; Pronouns. The titles to sections in
this Agreement are intended solely for convenience and no
provision of this Agreement is to be construed by
reference to the title of any section. All pronouns in
this Agreement and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or
plural as the identity of the person or persons may
require.
11. Amendment or Modification; Waiver. No
provision of this Agreement may be amended, modified or
waived unless such amendment, modification or waiver
shall be authorized by the Board or any authorized
committee of the Board and shall be agreed to in writing,
signed by the Executive and by an officer of the
Corporation thereunto duly authorized. Except as
otherwise specifically provided in this Agreement, no
waiver by either party hereto of any breach by the other
party hereto of any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of a subsequent breach of such condition
or provision or a waiver of a similar or dissimilar
provision or condition at the same or at any prior or
subsequent time.
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12. Severability. In the event that any term,
provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason,
such unenforceability or invalidity shall not affect the
enforceability or validity of the remaining terms,
provisions and portions of this Agreement.
13. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be
deemed to be an original, but all of which together will
constitute the same instrument.
IN WITNESS WHEREOF, the Corporation and the
Executive have executed this Agreement as of the date and
year first above written.
"CORPORATION"
ATTEST: PERSONNEL MANAGEMENT, INC.
/s/ James E. Burnette By /s/ Elizabeth McFarland
James E. Burnette Elizabeth McFarland
Vice President - Vice President - Operations
Finance and Administration
Secretary and Treasurer
"EXECUTIVE"
/s/ Don R. Taylor
Don R. Taylor
0669\EDGAR\EMPL-AGR.TAY