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Exhibit 10.95
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this
21st day of December, 2000, by and between Outsource International, Inc., a
Florida corporation (the "Company"), and Michael A. Sharp ("Employee").
WHEREAS, the Company, through its Board of Directors, desires to retain the
services of Employee, and Employee desires to be retained by the Company, on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby
accepts employment, as Executive Vice President and Chief Financial Officer of
the Company, subject to the terms of this Agreement. Employee will work at the
Company's headquarters, currently located at 1690 South Congress Avenue, Suite
210, Delray Beach, Florida 33445.
2. TERM. The term ("Term") of this Agreement shall commence on the 2nd day
of January, 2001 and shall continue for a period of four (4) years until
December 31, 2004, unless sooner terminated by either the Employee or the
Company in accordance with the terms hereof.
3. DUTIES. During his employment hereunder, Employee will serve as
Executive Vice President and Chief Financial Officer of the Company. Employee
shall report directly to the President and Chief Executive Officer of the
Company (the "CEO") and shall serve at the CEO's direction. Employee shall
perform services as assigned by the CEO consistent with the title of Executive
Vice President and Chief Financial Officer. In addition to Employee's duties as
Chief Financial Officer, Employee shall assume supervision of the Investor
Relations function and the Human Resources Department within a reasonable period
of time following the commencement of the Term estimated to be four or five
months. Employee shall diligently perform such duties and shall devote his
entire business skill, time and effort to his employment and his duties
hereunder and shall not during the Term, directly or indirectly, alone or as a
member of a partnership, or as an officer, director, employee or agent of any
other person, firm or business organization engage in any other business
activities or pursuits requiring his personal service that materially conflict
with his duties hereunder or the diligent performance of such duties. This shall
not, however, preclude Employee from serving on boards of directors of other
corporations; provided that such service does not conflict with the duties of
Employee hereunder or result in a conflict of interest.
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4. COMPENSATION.
a. SALARY. Employee shall be paid an initial salary of $225,000.00 per
year for the first year of employment, payable in equal bi-weekly
installments of $8,653.85, less deduction for federal withholding,
Medicare and FICA taxes (the "Initial Salary"). On or about May 1,
2002, and annually thereafter, the Company will conduct an annual
performance (salary) review with respect to Employee and advise
Employee of any salary adjustments along with the reasons for such
adjustments, it being understood that at no time during the term of
this Agreement will Employee's salary be reduced below the initial
salary level of $225,000.00 (the Initial Salary or such salary as is
in effect at any given time during the term hereof shall be
hereinafter referred to as the "Annual Base Salary").
b. BONUS. In addition to the Annual Base Salary, Employee shall be
entitled to an annual performance bonus, with an initial targeted
bonus of $120,000.00 for each of the first two years of the Agreement,
of which $75,000.00 per year shall be guaranteed and paid on February
1, 2002 for the first year and on March 31, 2003 for the second year
(the "Guaranteed Payment"), and the balance of $45,000.00 per year
shall be paid on an if-earned basis, in accordance with the management
bonus program currently in effect (hereafter, the "Management Bonus
Program"). The annual performance bonus shall be paid only if Employee
is employed by the Company on the dates stipulated for payment. For
the fiscal years commencing April 1, 2003 and thereafter, Employee
shall receive payments under the Management Bonus Program, with a
target of 50% of Annual Base Salary, based on agreed-upon objectives
if the Company achieves the targets set forth in such Program, and as,
if and when the other executive officers of the Company receive such
payments. There will be no Guaranteed Payment after the second year of
employment (after fiscal year ending March 31, 2003).
c. STOCK OPTIONS. Employee will receive a grant under the Company's Stock
Option Plan of options to acquire a total of 200,000 shares of the
Company's common stock with a four-year straight-line vesting period.
For the first year of employment (through December 31, 2001), the
Company will issue options to purchase 150,000 of these shares. The
exercise price of the 150,000 options shall be the "Fair Market Value"
(the closing price of the shares of the Company's common stock) on the
first date of Employee's employment. These options shall vest 25% at
the completion of each year of employment with the Company (100%
vested after the end of year four). Employee shall receive the
remainder of the grant of options to purchase 50,000 shares of the
Company's common
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stock, at the Fair Market Value on the first anniversary of the
commencement of Employee's employment. These options shall likewise
vest 25% at the completion of each year of employment with the Company
(100% vested after the end of year four.) The options shall be
incentive stock options to the extent permitted by law, and shall be
granted pursuant to the Company's Stock Option Plan and a written
stock option agreement. The term of the options shall be ten years
(subject to expiration per the terms of the stock option agreement and
the Internal Revenue Code).
d. INSURANCE. During his employment hereunder, Employee shall be entitled
to participate in such health, life, short term and long term
disability and other insurance programs, if any, that the Company may
offer to other key executive employees of the Company from time to
time. Employee shall be entitled to short term and long term
disability insurance irrespective of whether the Company provides such
insurance to other employees. Employee will be eligible for such
benefits as of February 1, 2001.
e. OTHER BENEFITS. During his employment hereunder, Employee shall be
entitled to such other benefits that the Company may offer to other
key executive employees of the Company from time to time.
f. VACATION. Employee shall be entitled to three weeks of vacation leave
during calendar year 2001 and each year thereafter during the term of
this Agreement (in addition to holidays). Additional amounts of
vacation leave may be set forth in the vacation policy that the
Company shall establish from time to time, or as mutually agreed upon
by the Employee and the CEO from time to time. Except with respect to
vacation time unused as the result of a written request by the Company
to postpone a vacation, any unused vacation from one calendar year
shall not carry-over to any subsequent calendar year.
g. EXPENSE REIMBURSEMENT. Employee shall, upon submission of appropriate
supporting documentation, be entitled to reimbursement of reasonable
out-of-pocket expenses incurred in the performance of his duties
hereunder in accordance with policies established by the Company. Such
expenses shall include, without limitation, reasonable travel and
entertainment expenses, gasoline and toll expenses and cellular phone
use charges, if such charges are directly related to the business of
the Company.
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h. INTERIM LIVING AND RELOCATION EXPENSES. The Company will reimburse
Employee for the cost of a reasonable two bedroom, furnished apartment
residence in the Delray Beach/Boca Raton, Florida area for a maximum
period of 120 days from the first day of employment, as well as the
cost of a rental car (full-size), meals, and other appropriate
miscellaneous living expenses during this period. During the 120-day
interim living period, the Company will also reimburse Employee for
two house-hunting trips for Employee's spouse and bi-weekly return
trips by the Employee to Rhode Island. Additionally, Employee will be
reimbursed for the reasonable and normal closing costs for the sale of
Employee's home and 3.0% of purchase price as reimbursement for
closing expenses relating to the purchase of Employee's home in the
Boca Raton/Delray Beach/Boynton Beach, Florida area. In addition, the
Company will reimburse Employee for the expenses of packing, loading,
transporting and unloading all of Employee's household belongings
(including cars and pets) from his residence in East Greenwich, Rhode
Island to Employee's new residence in Florida. The Company will
reimburse Employee's relocation expenses as aforesaid through a
gross-up of Employee's W-2 salary (to be tax neutral). Employee agrees
to repay the Company for the total amount of the foregoing interim
living and relocation expenses should the Employee voluntarily
terminate his employment with the Company prior to the end of the
first full year of employment under this Agreement. Employee is under
no obligation to repay interim living and relocation expenses in the
event his employment is terminated by the Company.
5. TERMINATION FOR CAUSE. The Board of Directors of the Company may
terminate this Agreement for any reason at any time including, without
limitation, for "Cause." As used herein, "Cause" shall mean any of the
following: (i) failure on the part of Employee to disclose to the Company in
writing on or before the date hereof Employee's breach of or default under any
employment, non-compete, confidentiality or other agreement between Employee and
any prior employer of Employee (including without limitation any breach or
default that might result from Employee's entering into or performing his duties
and obligations under this Agreement); (ii) an act of willful misconduct or
gross negligence by Employee in fulfilling his obligations to the Company
(determined without regard to the financial performance of the Company or the
manner of performance by Employee of his duties in the ordinary course of
business); (iii) indictment of Employee for a felony involving moral turpitude,
whether relating to his employment or otherwise; (iv) an act of dishonesty or
breach of trust on the part of Employee resulting or intended to result directly
or indirectly in personal gain or enrichment at the expense of the Company; (v)
conduct on the part of Employee intended to injure the business of the Company;
(vi) Employee's addiction to alcohol or any illegal drug or chemical; (vii)
Employee's insubordination unless resulting from Employee's refusal to do an
illegal act; (viii) failure to establish and maintain a residence within a
reasonable daily commute to the Company's headquarters within six
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(6) months of the date Employee commences Employment with the Company. The
existence of any of the foregoing events or conditions, except under clause
(iii), shall be determined by the Board of Directors (excluding the Employee) in
the exercise of its reasonable judgment provided that if such occurrence relates
to section (i) or (vi) above, it must persist more than (a) five (5) days after
notice is given to Employee by personal delivery or (b) ten (10) days after a
notice is given to Employee by any other means, each notice which details the
occurrence. Notwithstanding the foregoing, if occurrence under sections (ii),
(v) or (vii) cannot reasonably be remedied within the time periods set forth,
the Board of Directors shall not exercise its right to terminate under this
section if Employee begins to remedy the occurrence within the time period and
continues actively and diligently in good faith to completely remedy such
occurrence. As used herein "insubordination" means Employee failing to use his
best efforts to comply with a written directive made by the Company's Board of
Directors for any action or inaction not inconsistent with the duties set forth
here.
6. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.
a. In the event that Employee's employment with the Company (including
its subsidiaries) is terminated by the Company for Cause as provided
in Paragraph 5; then, on or before Employee's last day of employment
with the Company:
i. SALARY AND BONUS PAYMENTS: The Company shall pay in a lump sum to
Employee such amount of compensation earned by Employee hereunder
for services rendered to the Company as of the time of such
termination, as well as compensation for unused vacation time, as
has accrued but remains unpaid. Any and all other rights granted
to Employee under this Agreement shall terminate as of the date
of termination.
ii. NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of
Paragraph 10 shall continue to apply with respect to Employee for
a period of one year following the date of termination.
b. In the event that Employee's employment with the Company (including
its subsidiaries) is terminated by the Company for any reason other
than for Cause (as provided in Paragraph 5), including "constructive
termination" (as defined below) and termination as a result of a
Change of Control (as defined below), and other than as a consequence
of Employee's death, disability, or normal retirement under the
Company's retirement plans and practices, then:
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i. SALARY AND BONUS PAYMENTS: The Company shall pay to Employee, as
compensation for services rendered to the Company, as follows:
(A) if termination occurs prior to the first anniversary date of
this Agreement, Employee will receive a total of twelve (12)
months (26 bi-weekly payments) of the Employee's Annual Base
Salary and the pro-rated portion of the Guaranteed Payment then
in effect, subject to "mitigation" (as defined below); (B) if
termination occurs after the first anniversary but prior to the
second anniversary date, Employee will receive a total of nine
(9) months (18.5 bi-weekly payments) of the Employee's Annual
Base Salary and the pro-rated portion of the Guaranteed Payment
then in effect, subject to "mitigation"; and (C) if termination
occurs after the second anniversary of this Agreement, Employee
will receive a total of six (6) months (13 bi-weekly payments) of
the Employee's Annual Base Salary then in effect, subject to NO
"mitigation". The payments to be made herein are referred to
hereinafter as the "Cash Amount". The Cash Amount shall be paid
to Employee in periodic installments in accordance with the
regular salary payment practices of the Company, with the first
such installment to be paid on or before Employee's last day of
employment with the Company. As used herein, the term
"mitigation" shall mean that the Cash Amount to be paid to
Employee under this Paragraph 6.b.i. shall terminate on the date
Employee obtains full-time employment with another company or
business (or full-time self-employment) after termination of
employment hereunder. Employee shall be obligated to notify the
Company within 72 hours of Employee's commencement of full-time
employment with another company or business (or full-time
self-employment).
ii. BENEFIT PLAN COVERAGE: The Employee's Benefit Plan Coverage will
continue for six (6) months beyond the last day of the month in
which his employment is terminated, but shall cease thereafter.
If Employee is not covered by a health insurance plan through a
new employer as of that date, Employee will be eligible for COBRA
benefits. Should Employee elect COBRA, Employee will be
responsible for paying any and all COBRA premiums.
iii. NON-COMPETITION/NON-SOLICITATION PERIOD. The provisions of
Paragraph 10 shall continue to apply with respect to Employee for
the shorter of (x) twelve (12) months following the date of
termination or (y) until such time as the Company has failed to
comply with the provisions of Paragraph 6.b.i for an
uninterrupted 10-day period and such failure is not cured within
five (5) days after written notice of such failure is delivered
to at least two (2) independent directors of the Company.
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iv. STOCK OPTIONS. Employee's rights with respect to stock options,
if any, shall be as determined under the Company's Stock Option
Plan.
If Employee's employment is terminated in the first two (2) years of
employment pursuant to this subparagraph b., the Company shall give Employee at
least thirty (30) days prior written notice of such termination.
For purposes of this Agreement, a "constructive termination" of Employee's
employment hereunder shall mean:
(A) any substantial reduction in the amount of any compensation (including
benefit coverages) provided for under Paragraph 4 above; or
(B) any substantial diminution, without Employee's written consent, in
Employee's duties, responsibilities, authority or change in his
reporting relationship.
The Board shall be given written notice of Employee's intention to terminate
employment in the event of a constructive termination. In the case of a
constructive termination, the Board shall be given the opportunity within twenty
(20) days of the receipt of such notice, to meet with the Employee to defend
such situation. The Board shall be given seven (7) days after such meeting to
cure and upon failure of the Board, within such seven (7) day period, to cure or
to commence a cure of such situation, Employee's employment by the Company shall
be terminated due to constructive termination.
c. In the event of the Employee's death or disability, the Employee's
recourse shall be to the life insurance and disability insurance
benefits contained in the insurance policies and programs provided by
the Company as set forth in Paragraph 4.d above.
7. CHANGE OF CONTROL. In the event of a Change of Control, Employee shall
be entitled to the following benefits as of the effective date of the Change of
Control:
i. EXERCISABILITY OF STOCK OPTIONS. The Employee shall receive that
portion of the granted stock options that have vested as of that time, plus
the amount of options that are intended to vest in the year following the
Change in Control.
ii. OTHER BENEFITS. All benefits under Paragraph 6.b.ii shall be
extended to Employee as described in such paragraph.
For purposes of this Agreement, the term "Change of Control" shall mean:
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i. The acquisition, other than from the Company, by any individual,
entity or group (within the meaning of ss. 13(d)(3) or ss. 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) (any of the foregoing described in this Paragraph 7.c.i
hereafter a "Person") of 33% or more of either (a) the then outstanding
shares of Capital Stock of the Company (the "Outstanding Capital Stock") or
(b) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the
"Voting Securities"), PROVIDED, HOWEVER, that any acquisition by (x) the
Company or any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
subsidiaries or (y) any Person that is eligible, pursuant to Rule 13d-1(b)
under the Exchange Act, to file a statement on Schedule 13G with respect to
its beneficial ownership of Voting Securities, whether or not such Person
shall have filed a statement on Schedule 13G, unless such Person shall have
filed a statement on Schedule 13D with respect to beneficial ownership of
33% or more of the Voting Securities or (z) any corporation with respect to
which, following such acquisition, more than 60%, respectively, of the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Capital Stock and Voting Securities immediately prior to
such acquisition in substantially the same proportion as their ownership,
immediately prior to such acquisition, of the Outstanding Capital Stock and
Voting Securities, as the case may be, shall not constitute a Change of
Control; or
ii. Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board, provided that any individual becoming a director subsequent
to the date hereof whose election or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the Directors of the Company (as such terms are used in Rule
14a-11 of Regulation 14A, or any successor section, promulgated under the
Exchange Act); or
iii. Approval by the shareholders of the Company of a reorganization,
merger or consolidation (a "Business Combination"), in each case, with
respect to which all
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or substantially all holders of the Outstanding Capital Stock and Voting
Securities immediately prior to such Business Combination do not, following
such Business Combination, beneficially own, directly or indirectly, more
than 60%, respectively, of the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business Combination; or
iv. (a) a complete liquidation or dissolution of the Company or (b) a
sale or other disposition of all or substantially all of the assets of the
Company other than to a corporation with respect to which, following such
sale or disposition, more than 60%, respectively, of the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Capital Stock and Voting
Securities immediately prior to such sale or disposition in substantially
the same proportion as their ownership of the Outstanding Capital Stock and
Voting Securities, as the case may be, immediately prior to such sale or
disposition.
8. INDEMNIFICATION. If litigation shall be brought to enforce or interpret
any provision contained herein, the non-prevailing party shall indemnify the
prevailing party for reasonable out-of-pocket attorneys' fees (including those
for negotiations, trial and appeals) and disbursements incurred by the
prevailing party in such litigation, and hereby agrees to pay prejudgment
interest on any money judgment obtained by the prevailing party calculated at
the generally prevailing Bank of America base rate of interest charged to its
commercial customers in effect from time to time from the date that payment(s)
to him should have been made under this Agreement.
9. VOLUNTARY TERMINATION. Employee may terminate his employment hereunder
voluntarily at any time upon at least forty-five (45) days written notice to the
Company. In the event Employee terminates his employment hereunder, Employee
shall be paid his Annual Base Salary accrued up to and including his last date
of employment. In addition, Employee's rights (a) with respect to stock options,
if any, shall be determined under the Company's Stock Option Plan, and (b) to
participate in any and all benefit plans and programs described in Paragraph 4
above, if any, shall be as determined under such plans and programs.
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10. NON-COMPETITION AND NON-SOLICITATION.
a. The nature of the system and methods employed in the Company's business
is such that Employee will be placed in a close business and personal
relationship with the customers of the Company and be privy to confidential
customer usage and rate information. Accordingly, at all times during the term
of this Agreement and for a period of one (1) year immediately following the
termination of Employee's employment hereunder (the "Non-competition and
Non-solicitation Period") for any reason whatsoever, and for such additional
periods as may otherwise be set forth in this Agreement in reference to this
Paragraph 10, so long as the Company continues to carry on the same business,
Employee shall not, for any reason whatsoever, directly or indirectly, for
himself or on behalf of, or in conjunction with, any other person, persons,
company, partnership, corporation or business entity:
i. Call upon, divert, influence or solicit or attempt to call upon,
divert, influence or solicit any customer or customers of the Company
nationwide;
ii. Divulge the names and addresses or any information concerning any
customer of the Company;
iii. Disclose any information or knowledge relating to the Company,
including but not limited to, the Company's system or method of conducting
business to any person, persons, firms, corporations or other entities
unaffiliated with the Company, for any reason or purpose whatsoever;
iv. Own, manage, operate, control, be employed by, participate in or
be connected in any manner with the ownership, management, operation or
control of the same, similar or related line of business as that carried on
by the Company ("Competition").
b. The time period covered by the covenants contained in this Paragraph 10
shall not include any period(s) of violation of any covenant or any period(s) of
time required for litigation to enforce any covenant.
c. The covenants set forth in this Paragraph 10 shall be construed as an
agreement independent of any other provision in this Agreement and existence of
any potential or alleged claim or cause of action of Employee against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants contained herein.
An alleged or actual breach of the Agreement by the Company shall not be a
defense to enforcement of the provisions of this Paragraph 10.
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d. Employee acknowledges that he has read the foregoing and agrees that the
nature of the geographical restrictions are reasonable given the nature of the
Company's business. In the event that these geographical or temporal
restrictions are judicially determined to be unreasonable, the parties agree
that these restrictions shall be judicially reformed to the maximum restrictions
which are reasonable.
e. Notwithstanding anything to the contrary contained herein, in the event
that Employee engages in Competition, or any conduct expressly prohibited by
this Paragraph 10 at any time during the Non-competition and Non-solicitation
Period for any reason whatsoever, Employee shall not receive any of the
termination benefits he otherwise would be entitled to receive pursuant to
Paragraph 6 hereof.
11. CONFIDENTIALITY.
a. NONDISCLOSURE. Employee acknowledges and agrees that the Confidential
Information (as defined below) is a valuable, special and unique asset of the
Company's business. Accordingly, except in connection with the performance of
his duties hereunder, Employee shall not at any time during or subsequent to the
term of his employment hereunder disclose, directly or indirectly, to any
person, firm, corporation, partnership, association or other entity any
proprietary or confidential information relating to the Company or any
information concerning the Company's financial condition or prospects, the
Company's customers, the design, development, manufacture, marketing or sale of
the Company's products or the Company's methods of operating its business
(collectively "Confidential Information"). Confidential Information shall not
include information, which at the time of disclosure is known or available to
the general public by publication or otherwise through no act or failure to act
on the part of Employee.
b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's
employment, for whatever reason and whether voluntary or involuntary, or at any
time at the request of the Company, Employee shall promptly return all
Confidential Information in the possession or under the control of Employee to
the Company and shall not retain any copies or other reproductions or extracts
thereof. Employee shall at any time at the request of the Company destroy or
have destroyed all memoranda, notes, reports, and documents, whether in "hard
copy" form or as stored on magnetic or other media, and all copies and other
reproductions and extracts thereof, prepared by Employee and shall provide the
Company with a certificate that the foregoing materials have in fact been
returned or destroyed.
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c. BOOKS AND RECORDS. All books, records and accounts whether prepared by
Employee or otherwise coming into Employee's possession, shall be the exclusive
property of the Company and shall be returned immediately to the Company upon
termination of Employee's employment hereunder or upon the Company's request at
any time.
12. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a
breach of any of the provisions of Paragraphs 10 or 11 hereof would result in
immediate and irreparable injury to the Company that cannot be adequately or
reasonably compensated at law. Therefore, Employee agrees that the Company shall
be entitled, if any such breach shall occur or be threatened or attempted, to a
decree of specific performance and to a temporary and permanent injunction,
without the posting of a bond, enjoining and restraining such breach by Employee
or his agents, either directly or indirectly, and that such right to injunction
shall be cumulative to whatever other remedies for actual damages to which the
Company is entitled. Employee further agrees that the Company may set off
against or recoup from any amounts due under this Agreement to the extent of any
losses incurred by the Company as a result of any breach by Employee of the
provisions of Paragraphs 10 or 11 hereof.
13. SEVERABILITY: Any provision in this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
14. SUCCESSORS: This Agreement shall be binding upon Employee and inure to
his and his estate's benefit, and shall be binding upon and inure to the benefit
of the Company and any successor of the Company. Neither this Agreement nor any
rights arising hereunder may be assigned or pledged by Employee or anyone
claiming through Employee; or by the Company, except to any corporation which is
the successor in interest to the Company by reason of a merger, consolidation or
sale of substantially all of the assets of the Company. The foregoing sentence
shall not be deemed to have any effect upon the rights of Employee upon a Change
of Control.
15. CONTROLLING LAW: This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Florida.
16. NOTICES. Any notice required or permitted to be given hereunder shall
be written and sent by registered or certified mail, telecommunicated or hand
delivered at the address set forth herein or to any other address of which
notice is given:
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To the Company: Outsource International, Inc.
1690 South Congress Avenue
Suite 210
Delray Beach, Florida 33445
Attention: General Counsel
To Employee: Michael A. Sharp
35 Bow Street
East Greenwich, RI 02818
17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter hereof and may not be modified
without the written agreement of both parties hereto.
18. WAIVER. A waiver by any party of any of the terms and conditions hereof
shall not be construed as a general waiver by such party.
19. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which together shall constitute a
single agreement.
20. INTERPRETATION. In the event of a conflict between the provisions of
this Agreement and any other agreement or document defining rights and duties of
Employee or the Company upon Employee's termination, the rights and duties set
forth in this Agreement shall control.
21. CERTAIN LIMITATIONS ON REMEDIES. Paragraph 6.b provides that certain
payments and other benefits shall be received by Employee upon the termination
of Employee by the Company other than for Cause. It is the intention of this
Agreement that if the Company terminates Employee other than for Cause (and
other than as a consequence of Employee's death, disability or normal
retirement), then the payments and other benefits set forth in Paragraph 6.b
shall constitute the sole and exclusive remedies of Employee.
IN WITNESS WHEREOF, this Employment Agreement has been executed by the
parties as of the date first above written.
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Garry E. Meier
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Garry E. Meier
Its: President and Chief Executive Officer
EMPLOYEE:
/s/ Michael A. Sharp
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Michael A. Sharp
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