SEPARATION AGREEMENT AND RELEASE
This document sets forth certain understandings and agreements
reached by and between Paul Burrell, acting on his own behalf ("Burrell"), and
Outsource International, Inc. ("Outsource"), and all subsidiary and affiliated
companies and divisions (the "Outsource Affiliates"), including all officers,
directors, agents, and employees, relating to the termination of the employment
of Burrell, and certain terms and conditions of that certain employment
agreement between the parties dated February 21, 1997 (the "Employment
Agreement"). This Separation Agreement and Release amends, modifies, and
clarifies certain provisions of the Employment Agreement.
Under the terms set forth in this Separation Agreement and
Release, Burrell resigns, effective February 14, 2000, his position as
President, Chief Executive Officer, and Chairman of the Board of Directors of
Outsource and as an officer, director and/or manager of the Outsource
Affiliates.
In consideration of the amicable end to their employment
relationship, Outsource and Burrell have agreed to the following terms and
conditions. To the extent that the terms and conditions contained herein
conflict or differ with terms and conditions of the Employment Agreement, the
terms and conditions provided herein shall control. Otherwise, unless
specifically amended herein, the terms and conditions of the Employment
Agreement shall continue to apply and remain in full force and effect.
1. Separation payment- the parties have agreed that with respect
to the termination of Burrell's employment, paragraph 7 of the
Employment Agreement controls. The parties have further agreed
that under the terms of paragraph 7 of the Employment Agreement,
Burrell shall receive a total cash amount of $750,000, less
applicable taxes and standard deductions (the "Cash Amount"), as
compensation for services rendered to Outsource. Pursuant to
paragraph 7.b.i of the Employment Agreement, Outsource has elected
to pay the Cash Amount in periodic installments in accordance with
its regular salary practices. Burrell has been paid four payments
of $11,538.46 each toward the Cash Amount. The balance of the Cash
Amount will be paid in 48 equal payments of $14,423.07 every two
weeks, beginning on April 21, 2000 (the "Biweekly Separation
Payment"), until the Cash Amount is paid in full. The Biweekly
Separation Payment shall be in the amount of $14,423.07, less
applicable taxes and standard deductions. On April 21, 2000,
Burrell shall receive, in addition to the Biweekly Separation
Payment, a one time payment in the amount of $18,461.52, as set
forth on the attached schedule (the "Biweekly Difference Amount").
The Biweekly Difference Amount represents the difference between
the aggregate amount that Burrell has received biweekly since
February 6, 2000 and the aggregate amount that Burrell would have
received if had been paid the Biweekly Separation Amount since
February 15, 2000. The Biweekly Difference Amount will be applied
as part of the total Cash Amount to be paid under this Separation
Agreement and Release. Paragraph 7 of the Employment Agreement is
hereby amended to conform to the terms and
conditions stated in this paragraph one. Burrell agrees that the
only payment he is entitled to receive under paragraph 7 of the
Employment Agreement is the Cash Amount.
2. Outsource Stock Options. Pursuant to paragraph 7.b.ii of the
Employment Agreement, all Outsource International, Inc. stock
options previously granted to Burrell vested fully as of February
14, 2000 (the "Vested Options"). Paragraph 7.b.ii is hereby
amended to provide that Burrell shall have the right to exercise
the Vested Options for a period of three years beginning on
February 14, 2000, subject to a restriction on the amount that
Burrell can realize on the sale of any stock option of two times
the stock option's exercise price (the "Option Restriction"). The
parties agree to execute an addendum to each Outsource stock
option agreement to which Burrell is a party that sets forth the
Option Restriction. The parties will execute such addenda within
thirty (30) days of the execution of this Separation Agreement and
Release. Burrell acknowledges and agrees that the exercise of
stock options during this three year period shall be subject to
applicable tax laws. Burrell will be solely responsible for paying
all taxes associated with the exercise of any Vested Options.
3. Reimbursement of Expenses. Outsource will reimburse Burrell for
any outstanding business expenses incurred through March 31, 2000.
4. Benefits. Outsource will continue all employee welfare benefits
currently provided by Outsource to Burrell, including, but not
limited to group health, dental, vision, short term disability,
long term disability, and life, in accordance with the terms and
conditions of paragraph 7.b.iii of the Employment Agreement.
Burrell will continue to be responsible for paying all premiums
for such benefits that he was paying as of February 13, 2000.
Burrell will be eligible for COBRA benefits, and will be
responsible for paying COBRA premiums beginning on March 1, 2001.
In consideration for the foregoing, Burrell agrees as follows:
Burrell waives and releases any and all claims, suits,
damages, liabilities, debts, and rights, and causes of action,
in law or in equity, of any kind whatsoever, which he has or
may have had against Outsource including, but not limited to,
any claims, rights, or causes of action based on any federal,
state or local laws, statutes, ordinances, public policy or
executive orders, including, but not limited to, such as Title
VII of the Civil Rights Act of 1964, as amended, the Equal Pay
Act of 1963, as amended, the Civil Rights Acts of 1966, 1971,
and 1991, the Americans with Disabilities Act of 1990, as
amended, the Age Discrimination in Employment Act, 29 U.S.C.
Section 621, the Fair Labor Standards Act of 1974, as amended,
the Florida Civil Rights Act of 1992, Section 760.11, Fla.
Stat., the Florida Workers' Compensation Act retaliatory
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discharge provision, Section 440.205, Fla. Stat., and any
other applicable state, city or local ordinance, or any other
state or federal constitutional claim, right, public policy,
or cause of action.
This waiver and release shall not apply to any action by
Burrell to enforce the terms and conditions of this Separation
Agreement and Release, the "AAA" notes between Burrell and
OSI, the Shareholders Agreement between Burrell, others, and
OSI (not yet fully executed), or the terms and conditions of
the Employment Agreement, as amended herein.
Unless required to do so under applicable law, the parties agree that
they each will keep the existence of and terms and conditions of this Separation
Agreement and Release strictly confidential. The parties agree that a breach by
either party of the promises of confidentiality and nondisclosure set forth
herein shall be a material breach of this Separation Agreement and Release.
Neither this Separation Agreement and Release, nor anything
contained herein, is to be construed as an admission by Outsource or by Burrell
of any liability or unlawful conduct whatsoever.
This Separation Agreement and Release shall be governed by and
construed in accordance with the laws of the State of Florida, and cannot be
amended, modified, or supplemented except by a written agreement entered into by
both parties hereto. Any action or suit to enforce or interpret this Separation
Agreement and Release shall be filed in Palm Beach County, Florida. Except as
specifically amended herein, this Separation Agreement and Release does not
affect any obligations of Burrell under his Employment Agreement. In particular,
the non-competition, non-solicitation, and confidentiality provisions of the
Employment Agreement shall remain in full force and effect, and all parties
agree to honor all such provisions. In the event any provision of this
Separation Agreement and Release is invalidated by a court of competent
jurisdiction, then all of the remaining provisions of this Separation Agreement
and Release shall continue unabated and in full force and effect. All
obligations of a continuing nature created by this Separation Agreement and
Release shall survive its expiration or termination.
Outsource has advised Burrell to consult with an attorney
prior to executing this Separation Agreement and Release, and Burrell
acknowledges that he has been given a period of at least twenty-one (21) days
within which to consider this Separation Agreement and Release.
This Separation Agreement and Release may be revoked by
Burrell for a period of seven (7) days following execution, and the Separation
Agreement and Release shall not become effective or enforceable until the
revocation period has expired. Revocation must be in writing and either
delivered personally within seven (7) days or postmarked within seven (7) days
and delivered by certified mail, to the Outsource representative executing this
Separation Agreement and Release.
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Both parties were provided a full opportunity to review the
foregoing, and they are in complete and full agreement of the aforesaid matters
and have affixed their signatures below.
Outsource International, Inc. Employee
By: /s/ Garry E. Meier s/s Paul M. Burrell
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Garry E. Meier Paul M. Burrell
Its: Chief Executive Officer
Date: 4/13/00 Date: 4/13/2000
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