SEPARATION AGREEMENT AND RELEASE
This document sets forth certain understandings and agreements
reached by and between Robert Lefcort, acting on his own behalf ("Lefcort"), 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 Lefcort, and certain terms and conditions of that certain employment
agreement between the parties dated August 6, 1998 (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, Lefcort resigns, effective April 6, 2000, his position as President of
the Synadyne Division of Outsource International, Inc.
In consideration of the amicable end to their employment
relationship, Outsource and Lefcort 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 notwithstanding
anything to the contrary in the Employment Agreement, Lefcort
shall receive a total cash amount of $425,000, less applicable
taxes and standard deductions (the "Cash Amount"), as compensation
for services rendered to Outsource. The Cash Amount will be paid
in equal payments of $ 8173.07 every two weeks, beginning on April
21, 2000 (the "Biweekly Separation Payment"), until paid in full.
2. Payment of regular wages. Lefcort will receive his usual biweekly
wage payment on April 7, 2000, and a payment of one week's wages
on April 21, 2000, in addition to the Biweekly Separation Payment
due on April 21, 2000.
3. Vacation Pay. On April 21, 2000, Lefcort shall receive, in
addition to the Biweekly Separation Payment, a one time payment in
the amount of $ 6,346.16 (the "Accrued Vacation Payment"). The
Accrued Vacation Payment is for vacation accrued but not used in
the years 1999 and 2000. Lefcort agrees that the amount of
$3,846.15, which amount represents the draw received by Lefcort
during the year 2000, shall be subtracted from, and applied
against, the Accrued Vacation Payment, resulting in a net payment
to Lefcort of $2500.01.
The Employment Agreement is hereby amended to conform to the terms
and conditions stated in this paragraph one. Lefcort agrees that
the only payments he is entitled to receive under paragraph 7 of
the Employment Agreement are the payments described in paragraphs
1-3 herein.
4. Retention Bonus. Lefcort will receive a lump sum payment on April
15, 2000, in the amount of $80,000, which amount is the retention
bonus described in that certain letter agreement between the
parties dated September 1, 1999.
5. OSI agrees to provide a loan to Lefcort in the amount of
$170,286.00 on June 1, 2000 (the "Loan Amount"). The Loan Amount
shall be amortized over a period of 52 weeks, and there shall be
no interest applied to the loan. Lefcort agrees to pay the Loan
Amount in full to OSI on or before June 1, 2002. Lefcort agrees to
pay the Loan Amount to OSI in equal installments of $3274.15 every
two weeks (the "Loan Payment"). Lefcort agrees that, beginning on
June 2, 2000, the Loan Payment will be deducted from the net,
Biweekly Separation Payment made by OSI, as described in paragraph
one herein, until the entire Loan Amount is paid in full. Lefcort
agrees to execute any and all documents deemed necessary by OSI or
its lenders to memorialize the loan described herein.
6. Outsource Stock Options. Pursuant to paragraph 7.b.ii of the
Employment Agreement, all Outsource International, Inc. stock
options previously granted to Lefcort vested fully as of April 6,
2000 (the "Vested Options"). Paragraph 7.b.ii is hereby amended to
provide that Lefcort shall have the right to exercise the Vested
Options for up to three years after the effective date of
Separation Agreement and Release, subject to the approval of the
Outsource International, Inc. board of directors (the board's
decision regarding the exercise of stock options beyond the period
of time provided for in the Employment Agreement is referred to
herein as the "Option Extension"). In no event shall the exercise
period be less than what is provided in the Employment Agreement.
Lefcort also agrees to be bound by any other restrictions placed
on the exercise of stock options by the board in connection with
the Options Extension. The parties agree to execute an addendum to
each Outsource stock option agreement to which Lefcort is a party
that sets forth the Option Extension after the board of directors
decides the Option Extension issue. Lefcort acknowledges and
agrees that the exercise of stock options shall be subject to
applicable tax laws. Lefcort will be solely responsible for paying
all taxes associated with the exercise of any stock options.
7. Reimbursement of Expenses. Outsource will reimburse Lefcort for
any outstanding business expenses incurred through March 31, 2000.
8. Benefits. Outsource will continue all employee welfare benefits
currently provided by Outsource to Lefcort, 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.
Lefcort will continue to be responsible for paying all premiums
for such benefits that he was paying as of April 6, 2000. Lefcort
will be eligible for COBRA benefits, and will be responsible for
paying COBRA premiums beginning on May 1, 2001.
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9. OSI agrees to complete the Rights Agreement. OSI agrees to
complete the Rights Agreement relating to Lefcort's OSI common
stock within 90 days of the date of this Separation Agreement and
Release.
10. OSI will indemnify Lefcort unconditionally in the event the state
of Florida assesses any fine, penalty, or other costs against
Lefcort in connection with any complaint filed by the State of
Florida Department of Business and Professional Regulation
relating to his status as a Controlling Person under the Florida
Employee leasing statute..
In consideration for the foregoing, Lefcort agrees as follows:
Lefcort 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
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
Lefcort to enforce the terms and conditions of this Separation
Agreement and Release, 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 Lefcort
of any liability or unlawful conduct whatsoever.
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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 Lefcort 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.
The company has advised Lefcort to consult with an attorney
prior to executing this Separation Agreement and Release, and Lefcort
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
Lefcort 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 International, Inc.
representative executing this Separation Agreement and Release.
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/ Jon H. Peterson /s/ Robert A. Lefcort
------------------- ---------------------
Jon H. Peterson Robert A. Lefcort
Its: Vice President
Date: 4/6/00 Date: April 6, 2000
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