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Short List –
- Military School
- US Navy Veteran
- Structural & Wildland Firefighter
- Certified Emergency Manager
- Instructor
- Prepper
- Survivalist
Longer Bio –
Before you start taking my advice or put credence to the content on this website I want to share with you who I am.
First off I am well past middle age; approaching the age to apply for social security. That gives me a few years under my belt for plenty of experience. I grew up in the mid-west in a time when America was still free and safe. We didn't lock our doors at night or when we left to run errands. I could ride my Sears 3-speed all over our town of 27,000 people and even to the neighboring towns as a pre-teen without my parents freaking out.
I spent my high school years in military school. Our military school was part of the Virginia State Militia. I qualified "Expert Marksman" at the age of 14. We carried the Springfield A3-03. I could take that rifle apart in my sleep, clean it and reassemble it when I was 14. At 15 I ran the infirmary (medical unit) under the direction of a nurse and served on the Battalion Staff.
I joined the military at the age of 17 after graduating from school. I served 4-1/2 years and then got out realizing that the Navy was not my sort of life. While in the military I served in several intelligence capacities and worked with some rather powerful specific weapons systems at times.
Right after getting out of the military I did some contract work for the military but realized that being a hired gun for the Department of Defense was not the life I wanted. I returned to my family's home, started a civilian life and searched for something meaningful to do with myself. I ended up in construction and dating a fine woman from Illinois; married just before I turned 23.
Here is an important piece of information that you will need to know because it will drive and influence much of what I write. Just as I was getting out of the military I found God; or rather, He found me. I had been raised a Presbyterian but never found all the answers I was looking for. I joined The Church of Jesus Christ of Latter-Day Saints at the age of 21. Yes, that means I am a Christian and believe in God and in the sacrifice that His Son, Jesus Christ, made for us. No, that doesn't mean I am some wild-eyed, push-it-in-your-face zealot.
During my 20's & 30's I lived off of, or close to, the land for the most part. We had a house without electric, without plumbing, without a furnace, and at the end of a rutted dirt road about a mile from our closest neighbor. There were only about 3 families in a 6-square mile area and less than 10,000 people in the whole county. We had a large garden, chickens, milk & beef cows, a goat and two horses. I taught survival skills to adults and teenagers as a sideline. I was a survivalist and "mother earther" without the long hair or pot.
In my late 30's I started serving in emergency services as a structure firefighter. In my 40's I began teaching emergency and disaster management classes and consulting cities and counties to organize for large scale emergencies. In my 50's I went to work for the federal government as a wildland firefighter. More accurately, I was given responsibility for wildfire suppression on public lands. I also served five years on a national Incident Management Team in the Operations Section. I currently teach emergency incident management, wildland firefighting, and leadership classes for emergency managers.
Over the last 14 years I have taken some very specialized training at many levels, including with Special Forces. No, I am not a SF type, I never was, and can't even dream of keeping up with them, especially as I am in my 50's. But I have trained with them in their leadership classes and some of their field skill classes as well. I have trained with our local SWAT team folks and regularly attend various weapons and self-defense classes. I have taught Kenpo and have taken Krav Maga.
But here is an important key…I practice what I preach. I won't give you bogus information trying to be something I am not. What I present to you is what I have done, what I have studied, what I have been taught, and in many cases what I live right now. I will relay important and significant information to you that may come from other sources, but not until I have proven it. As I tell you about food storage, you can be sure that I am doing exactly what I encourage and suggest you to do.
Now, that being said, whatever I say, you must decide for yourself if it is right or not for you. I encourage you to do the following before you follow my advice:
- Use common sense; if it doesn't make sense to you then maybe you shouldn't do it.
- Compare my advice to others in the field; then see if/how it fits into your needs.
- Pray about it! Yup, you heard me right; pray about it. That is the religious side of me coming out. God will answer your prayers if you ask Him and you listen to His answer.
So now you know a little about me. If you want to know more then ask me. I won't share my real name or where I actually live. Suffice to say I live in the southwestern part of the United States and I still work for the U.S. government. And I really don't want a problem with that.
And if you think I am a government plant, agent provocateur, etc. then I encourage you to have another glass of Kool-Aid, put on your tin-foil hat and head to another website. Yes, that means I have a little bit of a sense of humor. That humor comes across as kind of irreverent, cynical, sarcastic, biting, and even occasionally funny.
I am really glad you are here. I hope that my 40+ years of learning, training and experience can be of some benefit to you. Thank you for this opportunity.


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The PTA team has done an outstanding job promoting our book series. No matter what our title is or the angle we need to deliver, the PTA team makes it happen for us. From morning drive radio tours to print media placement, PTA has the experience. We have long term plans to work with this talented group of media experts.
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subset: commoncrawl


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Millennials can't catch a break. Not only is this generation saddled with tons of college debt and a challenging job market, but they're also regularly ridiculed as entitled, flighty narcissists in constant need of praise, especially at the office. (Never mind that evidence suggests people in this demographic are actually pretty hard workers.)
The problems people have with millennials don't stop with their work ethic. Those born roughly between 1981 and 1997 (the boundaries are a little fuzzy) also get blamed for a host of other things, from the downfall of iconic American brands to the country's declining birth rate. It's an impressive path of destruction for a generation that regularly gets tagged as lazy.
Is it fair to ask millennials to take all this flak for a changing world? Maybe; maybe not. We rounded up seven things "evil millennials" have supposedly ruined in America and tried to figure out whether they're really to blame for these big cultural shifts.
1. Job loyalty
Millennials have earned a reputation as disloyal job hoppers, but it's not really deserved. Research shows younger workers aren't switching employers any more frequently than those in Gen X did. Just like generations before them, today's young people move from job to job because they know that's the best way to get ahead (and get a big jump in pay). In fact, some people are worried millennials aren't changing jobs enough. That reluctance to move around could depress their salaries for years to come.
Among the millennials who do change jobs frequently, well, who can blame them? Company loyalty to employees is a thing of the past. Younger workers who are keeping an eye out for other opportunities are smart, not disloyal.
Next: Are millennials killing the two-week vacation?


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not really poly, not really mono either
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Location: Canada
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Originally Posted by
the only reason I said lying and dishonesty is because, we had plans.
Wasn't disagreeing with that. Even if you hadn't had plans, saying you're at home when you're somewhere else is lying. I could have been more clear by saying something like "Telling a lie is dishonest." and omitting the "if."
if she doesn't want to tell us stuff, that's fine, but when it comes to this sort of thing, when feelings are developing, there shouldn't be anything held back. right?
Again, depends what you mean by "anything." Not knowing every detail about your budding romantic partner doesn't limit your ability to develop feelings for them, unless you allow it to. In that case, it would be your own limitation that prohibits developing feelings, rather than them holding back.
Should she tell you that she had sex with an HIV positive person 6 years ago, even though her tests since then have all come back negative? Some people would say yes, others would say no. There's no correct answer -- what matters is agreeing on an answer that works for the people involved. Many people would believe that, having tested negative, the fact that they once slept with an HIV positive person is irrelevant to their present circumstances. Others would want to know because it could indicate a tendency to take risks. Those are the kinds of things that need to be discussed with regards to honesty. It's important to agree with your partners on what omissions are compatible with honesty in your own lives.
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By Chidi Nkwopara
OWERRI—Imo State Government has raised an alarm over the rising spate of kidnapping and other violent crimes in the state.
It also described as ridiculous and diversionary, allegations by the opposition that some government officials were involved in the gory deeds.
Secretary to Government of Imo State, Chief Cosmas Iwu, who raised the alarm in a statement in Owerri, condemned the act of brigandage by men of the underworld.
Chief Iwu, who was reacting to the recent daylight kidnapping of senior citizens of the state, including a judge and a magistrate, noted that the hoodlums are based outside the state.
According to him, "security report available to the government has confirmed that the perpetrators of the evil deeds are based outside from where they take off to strike in Imo State.â€
He said it was unfortunate that while the state government was doing all within its power to protect the citizenry, including equipping the police and other security agencies, some disgruntled politicians were inputting impure motives.
He said the state Governor, Chief Ikedi Ohakim had been challenged by the recent criminal activities and was working hard to arrest the situation.
"I want to assure all Imo residents that Governor Ohakim is doing everything humanly possible to ensure your safety and that of your property†Chief Iwu said.
He, however, called on the residents to be vigilant and report to security agencies, any suspicious movement around them.
Chief Iwu charged the police and other security agencies to intensity efforts at crime detection and prevention, saying that government would continue to play its role of protecting the lives and property of the people living in the state.


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Listen to free music
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DjKirk90beta Eric Benét ft Tamia ~ Spend My Life With You > from his 2nd album #ADayInTheLife on Warner Bros. #weddingsong fave
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QueenzQT If Stevie approves then I damn shoooo' approve!!! Fave cover of this song ever :D #weddingsong @rubensborges
Intro – Ribbon In The Sky [Video]| play
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Prodigio @MsButterzworth: "#musicmonday This song still gets me misty eyed. Determined for this to be my #weddingsong ~Kissing You-Des'ree~" (k) (reblip)
MsButterzworth #musicmonday This song still gets me misty eyed. Determined for this to be my #weddingsong ~Kissing You-Des'ree~


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European Economics at a Crossroads
As Europe moves toward an integrated academic system, European economics is changing. This book discusses that change, along with the changes that are happening simultaneously within the economic profession. The authors argue that modern economics can no longer usefully be described as 'neoclassical', but is much better described as complexity economics. The complexity approach embraces rather than assumes away the complexities of social interaction.
If you experience problems downloading a file, check if you have the proper application to view it first. In case of further problems read the IDEAS help page. Note that these files are not on the IDEAS site. Please be patient as the files may be large.
|This book is provided by Edward Elgar Publishing in its series Books with number 13585 and published in 2010.
|Contact details of provider:
| Web page: http://www.e-elgar.com
|Order Information:
| Web: http://www.e-elgar.com Email:
|The following chapters of this book are listed in IDEAS:
References listed on IDEAS
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Velupillai, K., 2000. "Computable Economics: The Arne Ryde Memorial Lectures," OUP Catalogue, Oxford University Press, number 9780198295273.
- Joseph E. Stiglitz, 1993. "Post Walrasian and Post Marxian Economics," Journal of Economic Perspectives, American Economic Association, vol. 7(1), pages 109-114, Winter.
- Sorger, Gerhard, 1998. "Imperfect foresight and chaos: an example of a self-fulfilling mistake," Journal of Economic Behavior & Organization, Elsevier, vol. 33(3-4), pages 363-383, January.
- Jeroen C.J.M. van den Bergh (ed.), 1999. "Handbook of Environmental and Resource Economics," Books, Edward Elgar Publishing, number 801.


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Welcome to my etsy shop: rebeccaplotnick.etsy.com
My shop is filled with photography from my travels throughout Europe and The United States. My work is available in prints, gallery wrapped canvas or wood stained photo blocks.
I currently live in Chicago where you can find my work at local shops including Aarons Apothecary, Frankies on the Park, Nest Furniture, and Paperish Mess.
Some of my work is featured and sold exclusively through Pottery Barn.
If you would like to save by purchasing multiple photos use this link: http://www.etsy.com/shop/rebeccaplotnick?section_id=10136369
My work is available for purchase in 8x10 prints but can be changed to a variety of sizes: http://www.etsy.com/shop/rebeccaplotnick?section_id=10136369
Find me on my facebook here: http://www.facebook.com/rebeccaplotnickphotography
You can follow me on my blog and my travels through Paris starting in February 2013 here: https://rebeccaplotnick.wordpress.com/
I currently accept paypal and direct checkout/giftcards through etsy.
Wholesale orders are welcome! Please contact me for details.
Please note- Sales tax (9.5%) will automatically be added to orders placed by buyers within the state of Illinois as this is required.
INTERNATIONAL BUYERS: Please note, the cost shown in the shop does not include customs charges as, unfortunately, I have no way of predicting this for each country or purchase. The buyer will be responsible for all customs charges as levied upon delivery. Please refer to your local customs office for more information. Returns, due to customs fees, will not be accepted.
Prints and photo blocks will shipped out within 5-7 business days. The photo blocks and enlargements are made to order.
Once your order ships via USPS I will follow up with tracking information.
All items will be shipped first class mail via the USPS. If you would like for the items to be shipped Priority, please convo me and the shipping costs will be adjusted.
Please allow 7-10 days after your order for it to arrive at your house. If it will be longer, I will let you know. Once you order your print(s)from me, I then order them from a professional photo printing lab. Once I receive them, I inspect them and then ship them out to you.
It is my goal to make my buyer 100% happy with their purchase. If you are not completely satisfied with the final print that you receive, please feel free to contact me within 10 days of receipt and I will be glad to provide a refund or exchange, provided you return the item(s) in the same condition they were sent in and pay the return shipping costs. Please note - custom orders (both blocks and prints) are not refundable, they can only be exchanged for the same item in the event that there is an issue with shipping.
Gallery wrap canvas pieces can not be returned as they are custom made for each customer.
International orders cannot be returned for custom charges levied. Please see note under the Payment section above.
Artists is not responsible for variations in appearances of color on monitor.
Every effort is taken to double and triple secure items for delivery should a shipping issue occur, please contact me directly and I would be happy to work with you.
I offer a varied number of picture sizes and prices. If you would like a different size than that is listed, please convo me and I will do my best to accommodate you. The current list is (and it can change at any time):


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This article is part of our Beyond the Game series.
The Evolution Series, better known as EVO, celebrated its 15th year as the world's most popular fighting game tournament last weekend at the Mandalay Bay hotel and casino in Las Vegas. As Street Fighter commentator James Chen suggested, it's not just the biggest fighting game tournament, it's the biggest gaming tournament in the world. Being that it's so important, it should come as no surprise that the hype, production value and impact of EVO increases every single year.
Let's take a look at five things that set EVO apart from other tournaments
Excellent attendance and viewer numbers
Though some traditionalists still argue that the fighting game community (FGC) is a completely separate industry than esports, all the components are there. For starters, there are sponsored circuits and leagues. Esports come in all shapes and sizes, but one of the most exciting aspects of fighting games today has been the introduction of pro circuits such as the Capcom Pro Tour for Street Fighter, and the Injustice 2 Pro Series. EVO is the biggest stop on all of these circuits, usually yielding one of the biggest cash payouts of the year on top of sizeable international ranking points for the season.
Needless to say, a tournament of this size brings in some of the most impressive live attendance and stream viewer numbers in all of esports. If the thousands of competitors and fans in attendance at EVO aren't enough evidence, over 110,000 people tuned in for the Street Fighter V stream that started immediately after the Game of Thrones premiere. Let's not forget all of the exhibitors and vendors that set up shop at EVO every single year as well. It's truly a remarkable accomplishment for esports and gaming that such a grassroots scene has exploded into what we see today.
So exactly how big have fighting games gotten? This year, the Street Fighter V finals were once again broadcast on ESPN2 for the second year in a row after bringing in around 201,000 viewers in 2016. For an esport to be that big, there has to be a non-endemic audience tuning in. An even more impressive note is that the Smash 4 finals were broadcast for the first time on Disney XD. The next generation of esports consumer will grow up with competitive gaming being in the spotlight.
It's where you go to make a name for yourself
The big three summer tournaments for the FGC are Combo Breaker, CEO and EVO. You can look at them as consecutive steps to FGC stardom, with a top-eight placement at EVO being the ultimate goal for all professional fighting game players. If you can upset some of the biggest names in the business at EVO, you're going to turn a lot of heads. A prime example from this year was the performance given by Japan's Naoki "Moke" Nakayama in Street Fighter V. He was virtually unknown, only having done well in a couple of recent online tournaments. Through the perfect mix of lack of player knowledge and raw skill, Moke's Rashid flew through the pools with relative ease, making it all the way to the top-eight where he was shut down by Hiromiki "Itabashi" Kumada's overwhelming Zangief. If Moke ever registers for another event, you can be sure that people will be studying his streamed matches from EVO 2017.
Another surprise performance was put in by Tim "HoneyBee" Commandeur in the Injustice 2 tournament. Though he's no slouch in his own right, his Flash and Aquaman pulled off some massive upsets as he made his grand final run, including his victory over fan favorite Dominique "Sonic Fox" McLean's Red Hood. He finished second after falling to Ryan "Dragon" Walker's Aquaman, but he put himself and Flash on the Injustice 2 map.
The FGC has great commentators
One aspect of esports that often goes underappreciated is the presence of knowledgeable, entertaining commentators. They help guide the audience through the action, explaining complicated tactics and situations all while staying excited, and maybe adding in some humor to keep things light. The FGC has some of the most seasoned, hilarious commentators in all of esports, with personalities like James Chen, Bryant "Kitana Prime" Benzing, Michael "IFC Yipes" Mendoza and Eli Curry dissecting all the action while never being shy about their personal love of fighting games.
Since EVO is sometimes the only chance everyone has to get together, it's often emotional for various reasons. For example, this year marked the last Marvel vs. Capcom 3 tournament to be held at EVO, and it was voted to make a final appearance by the players. Yipes couldn't find enough words to explain how much that meant to him, and how amazing it was that a game as old as MvC 3 was having a major tournament at the biggest FGC gathering on the planet.
Veteran Street Fighter commentator, James Chen, is often prone to getting emotional on stage, and this year was no different. When 18-year-old Victor "Punk" Woodley was defeated by Hajime "Tokido" Taniguchi in the Street Fighter V grand final, he broke down on stage with tears of frustration. Chen has been a vocal fan of Punk's for some time, and seeing that brought him to tears as well. He said, "EVO is Love. You take the L, turn it around and run it back," going on to tell Punk to keep training and look at this as a victory. Indeed, Tokido himself has had numerous heart-breaking defeats on the big EVO stage, so perseverance and hard work pay off.
Player narratives woven from rivalries
Street Fighter legend and host of the Southern California Wednesday Night Fight series Alex Valle is always discussing the importance of finding your local scene and building rivalries. He says that rivalries are one of the only things that make fighting game players want to improve, and he would know, still being in a decades-long rivalry with Japanese Street Fighter god, Daigo Umehara.
At EVO 2017, the big rivalry that commentators and fans were talking about came from the Super Smash Bros. Melee tournament. The top four composed of players who have seen plenty of each other over the years, both as doubles teammates and singles challengers. Jason "Mew2King" Zimmerman, Adam "Armada" Lindgren, Joseph "Mango" Marquez and Juan "Hungrybox" Debiedma are four of the best Smash players on the planet, and they've all won EVO or Genesis in the past.
Jigglypuff specialist, HungryBox, really took it to his long-time doubles teammate, Mew2King, in the losers' semis, eating away at his stocks for a fast 2-0 victory, eliminating him from the tournament. Mango was able to redeem his previous tournament losses to HungryBox, however, showing everyone how punishing his Star Fox can be in a 3-2 win. The grand final came down to two past EVO champions who know each other inside and out: Mango and Armada. Armada is one of the only Smash players Mango doesn't have a positive win ratio against, and the pattern would repeat itself at EVO 2017, with Sweden's best Peach player defeating Southern California's best Star Fox player.
Esports narratives are important if the scene wants to live. Players need to write their stories to stay relevant, and EVO is a great place to do that.
EVO puts the "C" in FGC
Ever since Street Fighter 2, the FGC has prided itself on being insular and promoting from within. There was a time when only local tournaments in arcades existed, offering small prize pots that largely came in from the players and venues themselves. Today, EVO stands as a beacon for everything the FGC has worked for over the years. It represents the best in the fighting game community, and, again, it's one of the only tournaments in the world where you can be sure to see all the familiar faces.
Social media has also done a lot to help build the community. EVO organizer, Joey Cuellar, often posts news and polls on Twitter to get a better feel for what the community wants to see at the next EVO. If players need help with a certain match, they often ask if anyone's up for practice sets in public forums.
From start to finish, EVO is about community first. Though there might be favorites to win, everyone is free to compete. If you don't want to compete, you can still take pictures with your favorite players and cheer them on from the crowd. Capcom and other developers love getting in on the fun as well, often exhibiting early releases of games for everyone to try. As time goes on, EVO will continue to widen its reach to include anyone who wants to enter its doors.


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26.0 in. Little Tunny caught on 10/08/15 by Dennis Huskins
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3.0 lb. Channel Catfish caught on 02/07/15 by Ken Beam
American Shad caught on 04/18/14 by Ken Beam
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16.0 in. Chain Pickerel caught on 10/11/13 by Dennis Huskins
7.0 in. Bluegill caught on 09/03/13 by Dennis Huskins
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6.0 in. Pumpkinseed Sunfish caught on 08/29/13 by Dennis Huskins
18.0 in. Chain Pickerel caught on 08/13/13 by Dennis Huskins
11.0 in. Largemouth Bass caught on 08/16/13 by Dennis Huskins
3.0 lb. Brown Trout caught on 08/15/13 by Richard Fleury
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Valve's Anti-Cheat system banned more than 40,000 Steam users one day after the 2017 Summer Sale ended. Often times, during the Steam sales, people who are looking to cheat the system will use the sales to get the games for much cheaper.
Nobody likes cheaters, so raise a glass this evening to the VAC team.
Over 40,000 Steam accounts have been banned for cheating, marking the biggest ban hammer Valve has swung to date.
Dot Esports, who first noticed the bans, said that VAC detected 30,000 cheating accounts before 12pm ET on July 6 alone. However, they do not seem to take into account that the system simply calculates and slapped a new ban.
By setting a record number of bans in a single day, Valve appears to be making a statement that it is ramping up the fight against cheaters on the Steam platform. Additionally, 4,972 accounts got banned due to in-game reports and this brought the total value of lost skins and other digital items to a $9,580, as pointed out in a report by Kotaku.
This is a huge number, compared to the usual 3,000 or 4,000 users banned every day.
The same month, Valve had also come under fire from the Counter-Strike community for not being able to counter Spinbot-hacking technique - which allows a player to be practically invulnerable to attacks from others in the game.
For a lot of people, the Steam bans or possible bans are not worth the hassle in terms of cheating, because the Steam bans often times are permanent. "If a VAC ban is determined to have been issued incorrectly, it will automatically be removed".


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Jussi Awards
|Jussi Awards
Award winners Katja Küttner and Ville Virtanen at the Jussi Awards ceremony in 2011.
|Awarded for
|Excellence in cinematic achievements
|Presented by
|First awarded
|16 November 1944
The Jussi Awards are Finland's premier film industry event, recognizing annually the past year's excellence in Finnish film making by directors, actors, and writers.[1]
The first Jussi Awards ceremony was held on 16 November 1944 at the Restaurant Adlon in Helsinki. The award is probably the oldest film award in Europe.[2]
The award trophy is a gypsum statuette depicting a standing man with a hat. It was designed by sculptor Ben Renvall.
All winners except in the public favorite category are chosen in a closed vote by Filmiaura, an association of roughly 260 film professionals. The categories are:
- Best Film
- Best Director
- Best Actor
- Best Actress
- Best Supporting Actor
- Best Supporting Actress
- Best Screenplay
- Best Cinematography
- Best Original Score
- Best Editing
- Best Sound Design
- Best Production Design
- Best Costume Design
- Best Documentary
- Audience Award
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Mackenzie University Law School, together with Academics Stand Against Poverty (ASAP), will host the II ASAP-Brazil International Conference on Poverty and Hunger and are accepting abstract submissions.
The II ASAP-Brazil International Conference will take place on 25th to 26th August 2016 at the Mackenzie University Law School in São Paulo. It will gather national and international experts on the subject in order to foster academic discussion on the fight against poverty.
Please click here for more information, including about how to propose a paper and how to attend.
April 28, 2016


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(Ed H. Bowman, Jr.)
Employment Agreement (the "Agreement") by and between SOURCECORP, Incorporated,
The following statements are true and correct:
As of the date of this Agreement, the Company is engaged primarily in the business of providing document and information management outsourcing solutions.
Employee is employed hereunder by the Company in a confidential relationship wherein Employee, in the course of his employment with the Company, has and will continue to become familiar with and aware of information as to the Company's customers, specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company, and future plans with respect thereto, all of which has been and will be established and maintained at great expense to the Company; this information is a trade secret and constitutes the valuable goodwill of the Company. In consideration for Employee's promises herein, the Company agrees to provide Employee with such confidential information; in return, Employee recognizes and acknowledges that such information must be maintained in confidence, and to further such protection agrees to the provisions of Section 3 of this Agreement.
Therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:
1. Employment and Duties.
(a) The Company hereby employs Employee as President and Chief Executive Officer. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a President and Chief Executive Officer and will report directly to the Board of Directors of the Company (the "Board"). Employee hereby accepts this employment upon the
terms and conditions herein contained and, subject to Section 1(b), agrees to devote his working time, attention and efforts to promote and further the business of the Company.
(b) Employee shall not, during the term of his employment hereunder, be engaged in any other business activity pursued for gain, profit or other pecuniary advantage except to the extent that such activity (i) does not interfere with Employee's duties and responsibilities hereunder and (ii) does not violate Section 3 hereof. The foregoing limitations shall not be construed as prohibiting Employee from (A) serving on the boards of directors of other companies or (B) making personal investments in such form or manner as will neither require his services, other than to a minimal extent, in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Section 3 hereof.
2. Compensation. For all services rendered by Employee, the Company shall compensate Employee as follows:
(a) Base Salary. The base salary payable to Employee shall be $675,000 per year, payable on a regular basis in accordance with the Company's standard payroll procedures but not less than bi-weekly. On at least an annual basis, the Board will review Employee's performance and may make increases to such base salary if, in its discretion, any such increase is warranted. Such recommended increase would, in all likelihood, require approval by the Board or a duly constituted committee thereof.
(b) Incentive Bonus Plan. Employee shall be eligible for a bonus opportunity of up to 100% of his annual base salary in accordance with the Company's Incentive Bonus Plan as modified from time to time, payable in cash and/or equity of the Company (at the Company's discretion). The bonus payment and the Company's targeted performance shall be determined and approved by the Board or the compensation committee thereof.
(c) Executive Perquisites, Benefits and Other Compensation. Employee shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:
(i) Payment of all premiums for coverage for Employee and his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, and not less favorable than the benefits provided to other Company executives.
(ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy.
(iii) Four (4) weeks paid vacation for each year during the period of
employment or such greater amount as may be afforded officers and key employees generally under the Company's policies in effect from time to time (prorated for any year in which Employee is employed for less than the full year).
(iv) An automobile allowance in the amount of $1,000 per month.
(v) The Company shall reimburse Employee up to $300 per month for club dues actually incurred by Employee, provided that such club is used at least 50% of the time for business purposes.
(vi) The Company shall provide Employee with other executive perquisites as may be available to or deemed appropriate for Employee by the Board and participation in all other Company-wide employee benefits as available from time to time, which will include participation in the Company's Incentive Compensation Plan.
(vii) The Company shall reimburse Employee for his reasonable after-tax expenses in connection with personal tax compliance and planning by a firm, which shall not be the Company's audit firm.
(viii) Participation in the Company's 401(k) Plan and Non-Qualified Plan.
(ix) The Company shall, under Employee's direction, establish a Supplemental Retirement Plan/Survivor Protection Plan to be placed inside the Company's Non-Qualified Plan and provide Employee with such benefit.
(x) The Company shall reimburse Employee up to $17,550 per year (on an after-tax basis) for expenditures on health costs, insurance, financial planning or tax compliance and planning benefits (or similar benefits, or such other benefits at the discretion of the Company) or club dues, all as selected by Employee.
3. Non-Competition Agreement.
(a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature:
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with the Company, within 100 miles of (i) the principal executive offices of the Company or (ii) any place to which the Company provides products or
services or in which the Company (including the subsidiaries thereof) is in the process of initiating business operations during the term of this covenant (the "Territory");
(ii) call upon any person who is, at that time, within the Territory, an employee of the Company (including the subsidiaries thereof) in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his immediate family;
(iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company (including the subsidiaries thereof) within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company within the Territory;
(iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor, which candidate was either called upon by the Company (including the subsidiaries thereof) or for which the Company made an acquisition analysis, for the purpose of acquiring such entity; or
(v) disclose customers, whether in existence or proposed, of the Company (or the subsidiaries thereof) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever.
As used in Section 3(a), references to the business, customers, Territory, etc. of the Company refer to the status of the Company prior to any Change in Control (i.e., such breadth of business, customers, Territory, etc. shall not automatically be expanded to include those of a successor to the Company resulting from a Change in Control). Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than three percent (3%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter.
(b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by the Company in the event of breach by him by injunctions and restraining orders without the necessity of posting any bond therefor.
(c) In the course of Employee's employment with the Company, Employee will become exposed to certain of the Company's confidential information and business relationships, which the above covenants are designed to protect and Employee agrees to keep such confidential information in the strictest confidence. It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of the Company (including the Company's subsidiaries) on the date of the
execution of this Agreement and the current plans of the Company (including the Company's subsidiaries); but it is also the intent of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company (including the Company's subsidiaries) throughout the term of this covenant, whether before or after the date of termination of the employment of Employee, subject to the following paragraph. For example, if, during the Term of this Agreement, the Company (including the Company's subsidiaries) engages in new and different activities, enters a new business or established new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of its then-established operating location(s) through the term of this covenant.
It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with the Company (including the Company's subsidiaries), or similar activities or business in locations the operation of which, under such circumstances, does not violate clause (i) of this Section 3, and in any event such new business, activities or location are not in violation of this Section 3 or of Employee's obligations under this Section 3, if any, Employee shall not be chargeable with a violation of this Section 3 if the Company (including the Company's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.
(d) The covenants in this Section 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed to such extent.
(e) All of the covenants in this Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any 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 such covenants. It is specifically agreed that the period of two (2) years following Employee's employment set forth at the beginning of this Section 3, during which the agreements and covenants of Employee made in this Section 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 3.
4. Place of Performance.
Employee's place of employment is the Company's headquarters in
present residence to another geographic location in order to more efficiently carry out his duties and responsibilities under this Agreement or as part of a promotion or other increase in duties and responsibilities. In the event that Employee is requested to relocate and agrees to do so, the Company will pay all relocation costs to move Employee, his immediate family and their personal property and effects. Such costs may include, by way of example, but are not limited to, pre-move visits to search for a new residence, investigate schools or for other purposes; temporary lodging and living costs prior to moving into a new permanent residence; duplicate home carrying costs; all closing costs on the sale of Employee's present residence and on the purchase of a comparable residence in the new location; and added income taxes that Employee may incur, as a result of any payment hereunder, to the extent any relocation costs are not deductible for tax purposes. The general intent of the foregoing is that Employee shall not personally bear any out-of-pocket cost as a result of the relocation, with an understanding that Employee will use his best efforts to incur only those costs which are reasonable and necessary to effect a smooth, efficient and orderly relocation with minimal disruption to the business affairs of the Company and the personal life of Employee and his family.
(b) Notwithstanding the above, if Employee is requested by the Board to relocate and Employee refuses, such refusal shall not constitute "good cause" for termination of this Agreement under the terms of Section 5(c).
5. Term; Termination; Rights on Termination. The term of this Agreement shall begin on the date hereof and continue through December 31, 2009; however, on each December 31, the term of this Agreement shall automatically renew for a five-year period (such that upon such renewal, the new remaining term shall be five years), unless written notice is given on or prior to the December 31st of any year during the term (including any renewal thereof) that it will not be renewed (an "Evergreen Elimination Notice"), and upon such Evergreen Elimination Notice, the term of this Agreement shall be extended until five (5) years from the January 1st following the Evergreen Elimination Notice (the "Term"). This Agreement and Employee's employment may be terminated in the manner set forth below; provided, that any termination of Employee's employment shall be reviewed and subject to the approval of the Board. As used herein, "Date of Termination" shall mean: (i) if Employee's employment is terminated by his death, the date of his death; (ii) if Employee's employment is terminated on account of disability under Section 5(b), the conclusion of the four (4) month notice period; (iii) if Employee's employment is terminated by the Company for Good Cause or without Cause under Section 5(c) or (d), the date of termination specified in the notice of termination; or (iv) if Employee terminates his employment for Good Reason or without Good Reason under Section 5(f) or (g), the date of termination contemplated by the notice of termination (or in the case of Section 5(g) if no written notice is given, the last date of employment).
(a) Death. The death of Employee shall immediately terminate the Agreement with no severance compensation due to Employee's estate.
(b) Disability. If, as a result of incapacity due to physical or mental illness or injury, Employee shall have been absent from his full-time duties hereunder for four (4)
consecutive months, then thirty (30) days after receiving written notice (which notice may occur before or after the end of such four (4) month period, but which shall not be effective earlier than the last day of such four (4) month period), the Company may terminate Employee's employment hereunder provided Employee is unable to resume his full-time duties at the conclusion of such notice period. Also, Employee may terminate his employment hereunder if his health should become impaired to an extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life, provided that Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that, at the Company's request made within thirty (30) days of the date of such written statement, Employee shall submit to an examination by a doctor selected by the Company who is reasonably acceptable to Employee or Employee's doctor and such doctor shall have concurred in the conclusion of Employee's doctor. In the event this Agreement is terminated as a result of Employee's disability, Employee shall receive from the Company, in a lump-sum payment due within ten (10) days of the Date of Termination, the base salary at the rate then in effect for whatever time period is remaining under the Term of this Agreement or for one (1) year, whichever amount is greater.
(c) Good Cause. The Company may terminate the Agreement for good cause, by providing a written notice to Employee not less than ten (10) days prior to the Date of Termination. "Good Cause" shall be: (1) Employee's material and irreparable breach of this Agreement; (2) Employee's gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of the written notice of same) of any of Employee's material duties and responsibilities hereunder; (3) Employee's dishonesty, fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects the operations or reputation of the Company; (4) Employee's conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.
(d) Without Cause. At any time after the commencement of employment, the Company may, without cause, terminate this Agreement and Employee's employment, by providing a written notice to Employee not less than thirty (30) days prior to the Date of Termination. Such notice shall be deemed to include (if not previously given) an Evergreen Elimination Notice. At the Company's election, Employee may be required to serve all or part of such thirty days in an inactive or reduced capacity. Should Employee be terminated by the Company without cause, Employee shall receive from the Company, in a lump-sum payment ("Severance Pay") due on the Date of Termination, the base salary at the rate then in effect for whatever time period is remaining under the Term of this Agreement or for two (2) years, whichever amount is greater. Further, any termination without cause by the Company shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 apply to one (1) year from the Date of Termination.
(e) Change in Control. Refer to Section 12 below.
(f) Termination by Employee for Good Reason. Employee may terminate his employment hereunder for "Good Reason" by delivery to the Company of a written notice of termination not less than ten (10) days prior to the Date of Termination. As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:
(i) the assignment to Employee of any duties materially and adversely inconsistent with Employee's position as specified in Section 1 hereof (or such other position to which he may be promoted), including status, offices, responsibilities or persons to whom Employee reports as contemplated under Section 1 of this Agreement, or any other action by the Company which results in a material and adverse change in such position, status, offices, titles or responsibilities;
(ii) Employee's removal from, or failure to be reappointed or reelected to, Employee's position under this Agreement, except as contemplated by Sections 5(a), (b), (c) and (e);
(iii) any other material breach of this Agreement by the Company that is not cured within the ten (10) day time period set forth in Section 5(f) above, including the failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement; or
(iv) any failure to obtain the assumption of this Agreement by any successor or assign of the Company upon the closing of a transaction giving rise to a Change in Control..
In the event of any termination by the Employee for Good Reason, as determined by a court of competent jurisdiction or pursuant to the provisions of Section 16 below, the Company shall pay all amounts and damages to which Employee may be entitled as a result of such breach, including interest thereon and all reasonable legal fees and expenses and other costs incurred by Employee to enforce his rights hereunder. In addition, Employee shall be entitled to receive Severance Pay equivalent to the base salary at the rate then in effect for whatever time period is remaining under the Term of this Agreement or for two (2) years, whichever amount is greater (or, in the case of a termination contemplated by Section 5(f)(iv), the Change in Control Severance contemplated by Section 12). Further, any termination by the Employee for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 apply to one (1) year from the Date of Termination.
(g) Termination by Employee Without Cause. If Employee resigns or otherwise terminates his employment without Good Reason pursuant to Section 5(f), Employee shall receive no severance compensation.
(h) Compensation; Survival of Terms. Upon termination of this Agreement for any reason provided in clauses (a) through (g) above, Employee shall be entitled to receive all compensation earned (including without limitation the unused balance of the reimbursement allowance contemplated by Section 2(c)(x)) and all benefits vested and reimbursements due through the Date of Termination. Additional compensation subsequent to such a termination of this Agreement, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above or in Sections 12 or 16. Except as otherwise provided in this Section 5 or Section 12, all other rights and obligations of the Company and Employee under this Agreement shall cease as of the Date of Termination; however, the Company's obligations under Sections 9, 12 and 16 herein and Employee's obligations under Sections 3, 6, 7, 8, 9, 10 and 16 herein shall survive such termination in accordance with their terms.
6. Return of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists and other property delivered to or compiled by Employee by or on behalf of the Company (including the Company's subsidiaries) or its representatives, vendors or customers which pertain to the business of the Company (including the Company's subsidiaries) shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities or future plans of the Company (including the Company's subsidiaries) which is collected by Employee shall be delivered promptly to the Company without request by it upon termination of Employee's employment.
Inventions. Employee shall disclose promptly to the Company any
and all significant conceptions and ideas for inventions, improvements and
valuable discoveries, whether patentable or not, which are conceived or made by
Employee, solely or jointly with another, during the period of employment or
within one (1) year thereafter, and which are directly related to the
business or activities of the Company (including the Company's subsidiaries)
and which Employee conceives as a result of his employment by the Company.
Employee hereby assigns and agrees to assign all his interests therein to the
Company or its nominee. Whenever requested to do so by the Company,
Employee shall execute any and all applications, assignments or other
instruments that the Company shall deem necessary to apply for and obtain
letters patent of the
8. Trade Secrets. Employee agrees that he will not, during or after the term of this Agreement with the Company, disclose the specific terms of the Company's (including the Company's subsidiaries) relationships or agreements with its significant vendors or customers or any other significant and material trade secret of the Company (including the Company's subsidiaries), whether in existence or proposed, to any person, firm, partnership, corporation or business for any reason or purpose whatsoever, except as is disclosed in the ordinary course of business.
9. Indemnification. In the event Employee is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Company against Employee), by reason of the fact that he is or was performing services under this Agreement, then the Company shall indemnify Employee against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by Employee in connection therewith, except as prohibited by law or as against public policy. In the event that both Employee and the Company are made a party to the same third-party action, complaint, suit or proceeding, the Company agrees to engage competent legal representation, and Employee agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing Employee, Employee may engage separate counsel and the Company shall pay all attorneys' fees of such separate counsel. Further, while Employee is expected at all times to use his best efforts to faithfully discharge his duties under this Agreement, Employee shall not be held liable to the Company for errors or omissions made in good faith where Employee has not exhibited gross, willful and wanton negligence and misconduct or performed criminal and fraudulent acts which materially damage the business of the Company.
10. No Prior Agreements. Employee hereby represents and warrants to the Company that the execution of this Agreement by Employee and his employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement with a former employer, client or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including, but not limited to, attorneys' fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition agreement, invention or secrecy agreement between Employee and such third party which was in existence as of the date of this Agreement.
11. Assignment; Binding Effect. Employee understands that he has been selected for employment by the Company on the basis of his personal qualifications, experience and skills. Employee agrees, therefore, he cannot assign all or any portion of his performance under this Agreement and the Company agrees not to assign all or any portion of its obligations under this Agreement (other than to a successor as a result of a Change in Control). Subject to the preceding two (2) sentences and the express provisions of Section 12 below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and assigns.
12. Change in Control.
(a) Unless he elects to terminate this Agreement pursuant to (b) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder. On or immediately prior to a Change in Control, the Board shall convene
and consider, and may, in its discretion, determine and pay, if appropriate, a pro-rated incentive bonus representing the performance achieved through the date of the Change in Control. If the Company terminates Employee's employment without Cause within six months prior to a Change in Control, then the Employee shall be entitled to receive the Change in Control Severance Payment (reduced by any Severance Pay previously received) and other benefits set forth in this Section 12 upon the Change in Control (or in the case of a Change in Control contemplated by Section 12(d)(iii) or (iv), upon the consummation of the underlying transactions contemplated by such Section 12(d)(iii) or (iv)).
(b) Upon a Change in Control, the provisions of this Section 12 shall apply in lieu of, and expressly supersede, the provisions of Section 5 regarding payments following termination of employment (with the exception of Section 5(h), which shall continue to apply), provided such termination occurs during the Window Period, as defined herein. Employee may provide written notice of his termination of employment to the Company at any time during the Window Period. The Window Period shall be the period commencing upon the Change in Control and ending two (2) years after the Change in Control (or in the case of a Change in Control contemplated by Section 12(d)(iii) or (iv), two (2) years after the consummation of the underlying transactions contemplated by such Section 12(d)(iii) or (iv)).
(c) Upon a Change in Control:
(i) The amount of the lump-sum severance payment due to Employee shall be 5 times the sum of Employee's annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control (and payable at such time as set forth in Section 12(c)(iii), below) (referred to herein as the "Change in Control Severance Payment");
(ii) the Company or its successor shall (A) provide prompt written notice to Employee of the occurrence of the Change in Control, and (B) deliver to an independent corporate trustee in an escrow account, upon terms reasonably satisfactory to Employee, an amount equal to the Employee's Change in Control Severance Payment and the Gross-up Payment to which he is entitled in accordance with this Section 12. The escrow agreement shall provide that, to the extent that Employee for any reason must report and pay federal, state, or local income tax or employment or excise tax on the Change in Control Severance Payment or the Gross-up Payment, the escrow agent shall distribute to the Employee the amount necessary to pay all federal, state and local income tax, employment tax and any excise tax as it becomes due. The Company shall bear the costs of establishing and maintaining the escrow account.
(iii) The Change in Control Severance Payment shall be paid upon the Employee's Date of Termination occurring upon Employee's termination of employment for any reason, provided that it occurs during the Window Period.
(iv) All Change in Control Severance Payment, all accrued compensation
through the Date of Termination, all reimbursements and lump-sum payments due Employee must be paid in full by the Company at the Date of Termination. The Company acknowledges that the terms of the Company's 2002 Long Term Incentive Plan, subject to the other terms of the plan and the grants made thereunder, contemplate that vesting requirements such as conditions, restrictions, continued performance requirements, etc. lapse with respect to Awards (as defined in such plan, and which Awards include restricted stock grants and stock options) immediately prior to a Change in Control (as defined in such plan) (or such earlier time as contemplated by such plan and the Awards). Similarly, the Company acknowledges that the terms of the 1995 Stock Option Plan, subject to the terms of the plan and the grants made thereunder, contemplate a similar acceleration of vesting upon a Change in Control (as defined under that plan). Further, Employee will be given sufficient time in order to comply with the Company's insider trading policies to elect whether to exercise and sell all or any of his vested options to purchase Common Stock and shares of restricted stock of the Company, including any options and restricted shares with accelerated vesting under the provisions of the Company's stock option or similar plan, as amended, or any warrants, such that he may convert the options or warrants to shares of Common Stock of the Company at or prior to the closing of the transaction giving rise to the Change in Control, if he so desires.
(d) A "Change in Control" shall be deemed to have occurred if:
(i) any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting securities representing 30% or more of the total voting power of all of the then-outstanding voting securities of the Company;
(ii) the individuals (A) who, as of the closing date of the Company's initial public offering, constitute the Board of Directors of the Company (the "Original Directors") or (B) who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in office (such directors becoming "Additional Original Directors" immediately following their election) or (C) who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming "Additional Original Directors" immediately following their election), cease for any reason to constitute a majority of the members of the Board of Directors of the Company;
(iii) stockholder approval of a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding voting securities of
the Company, or consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by holders of at least 75% of the outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or
(iv) stockholder approval of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company's assets (i.e., 50% or more of the total assets of the Company (including the Company's subsidiaries)) or consummation of any such transaction if stockholder approval is not sought or obtained.
(e) Continuation of Benefits. (i) Following the termination of the Employee's employment in connection with a Change in Control (as contemplated by Section 12 of this Agreement) (a "Change in Control Termination") and until the earlier of (A) three (3) years following such Change in Control Termination or (B) the date on which the Employee becomes employed by a new employer (other than the successor to the Company following such Change in Control), the Company shall, at its expense, provide the Employee with medical, dental, life insurance, disability and accidental death and dismemberment benefits ("Insurance Benefits") at the highest level provided to the Employee immediately prior to the Change in Control; provided, however, if the Employee becomes employed by a new employer that maintains Insurance Benefits that either (x) do not cover the Employee with respect to a pre-existing condition that was covered under the Company's Insurance Benefits, or (y) do not cover the Employee for a designated waiting period, or (z) do not provide for a certain benefit, the Employee's coverage under the Company's Insurance Benefits shall continue (with respect to such area of non-coverage described in (x), (y) or (z), as applicable), without limitation, until the earlier of the end of the applicable period of non-coverage under the new employer's Insurance Benefits or the third anniversary of the Change in Control Termination.
(ii) Following a Change in Control Termination the special benefit allowance contemplated by Section 2(c)(x) of this Agreement will continue for 3 years thereafter.
(iii) Following a Change in Control Termination and until the earlier of (A) three (3) years following such Change in Control Termination or (B) the date on which the Employee becomes employed by a new employer (other than to the successor to the Company following such Change in Control), the Company shall reimburse all reasonable expenses incurred by the Employee for reasonable office and secretarial expenses and for reasonable professional outplacement services by qualified consultants selected by the Employee.
(iv) The Employee shall not be required to seek other employment following a Change in Control Termination and any compensation earned from other employment shall not reduce the amounts otherwise payable under this Agreement.
(f) If any portion of the severance benefits, Change in Control Severance Payment or any other payment under this Agreement, or under any other agreement with, or plan of the Company, including but not limited to stock options, warrants, restricted stock awards and other long-term incentives (in the aggregate "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Code, as amended (or any similar tax that may hereafter be imposed) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive from the Company an additional payment (the "Gross-up Payment") (i.e., in addition to such other severance benefits, Change in Control Severance Payment or any other payments under this Agreement) in an amount such that the net amount of Total Payments and Gross-up Payment retained by the Employee, after the calculation and deduction of all Excise Tax on the Total Payments and all federal, state and local income tax, employment tax and Excise Tax on the Gross-up Payment, shall be equal to the Total Payments.
For purposes of this Section Employee's applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss of personal exemptions or itemized deductions resulting from receipt of the Gross-Up Payment.
All determinations required to be made under this Section 12, including whether a Gross-Up Payment is required under this Section, and the assumptions to be used in determining the Gross-Up Payment, shall be made by the Company's current independent accounting firm, or such other firm as the Company may designate in writing prior to a Change in Control (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Employee within twenty business days of the receipt of notice from Employee that there will likely be a Change in Control, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the party effecting the Change in Control or is otherwise unavailable, Employee (together with all other employees with comparable appointment rights in their respective employment agreements such that all such employees may collectively select a single accounting firm) may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm with respect to such determinations described above shall be borne solely by the Company.
Employee agrees (unless requested otherwise by the Company) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Employee owes an amount of Excise Tax greater than the amount determined pursuant to this Section; provided, that Employee shall be entitled to reimbursement by the Company (on an after tax basis) of all fees and expenses reasonably incurred by Employee in contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Employee owes an amount of Excise Tax that is greater than the amount previously taken into account and paid under this Agreement (such additional Excise Tax being the "Additional Excise Tax"), the Company shall promptly pay to Employee the amount of such shortfall. In the case of any payment that the Company is required to make to Employee pursuant to the preceding sentence (a "Later Payment"), the Company shall also pay to Employee an additional amount such that after payment by Employee of all of Employee's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on the Later Payment, Employee will retain from the Later Payment an amount equal to the Additional Excise Tax, which Employee shall use to pay the Additional Excise Tax.
(g) In the event of a Change in Control, the Company shall require that the ultimate parent entity (or if no parent entity, the acquiring entity itself) of any entity that acquires control (through ownership of securities or assets, consistent with the definitional triggers of a Change in Control set forth above) of the Company in connection with such Change in Control assume or guaranty the Company's obligations under Section 12 of this Agreement.
13. Complete Agreement. This Agreement is not a promise of future employment. Employee has no oral representations, understandings or agreements with the Company or any of its officers, directors or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete and exclusive statement and expression of the agreement between the Company and Employee and of all the terms of this Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. Notwithstanding the foregoing, Employee acknowledges the existence of the Company's employee handbook and related acknowledgment and understands that to the extent there is a direct conflict between those and this Agreement, the provisions of this Agreement shall govern with respect to any such conflicting provisions. This written Agreement may not be later modified except by a further writing signed by a duly authorized officer of the Company and Employee, and no term of this Agreement may be waived except by writing signed by the party waiving the benefit of such term.
14. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:
To the Company:
SOURCECORP, Incorporated
Attn: Chairman
with a copy to:
SOURCECORP, Incorporated
Attn: General Counsel
with a copy to:
Charles C. Reeder, Esq.
Locke Liddell & Sapp LLP
To Employee:
Ed H. Bowman, Jr.
Notice shall be deemed given and effective three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Hand delivery shall also constitute effective notice and shall be deemed given and effective upon receipt. Either party may change the address for notice by notifying the other party of such change in accordance with this Section 14.
15. Severability; Headings. If any portion of this Agreement is held invalid or inoperative in any circumstance, (i) such portion shall remain valid and operative in all other circumstances; (ii) the other portions of this Agreement shall be deemed valid and operative and, (iii) so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The Section headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.
Arbitration. Any unresolved dispute or controversy arising under
or in connection with this Agreement or Employee's employment shall be settled
exclusively by arbitration, conducted before a panel of three
(3) arbitrators in
or benefits relating thereto; provided, however, that the Company shall not be required to pay legal fees or expenses in an amount that exceeds one-half (1/2) of Employee's annual base salary under this Agreement. Such payments shall be made within five (5) days after Employee's request for payment accompanied by such evidence of fees and expenses incurred as the Company reasonably may require. In all other cases, the parties shall pay their respective legal fees and the costs of any arbitration proceeding. This Section shall survive any termination of this Agreement.
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Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of
/s/ Ed H. Bowman, Jr.
Ed H. Bowman, Jr.
SOURCECORP, Incorporated
/s/ Donald F. Moorehead, Jr.
Title: Authorized Signatory
SOURCECORP Management, L.P.
By: SRCP Management, Inc.,
General Partner
/s/ Donald F. Moorehead, Jr.
Title: Authorized Signatory
This Amendment to Amended and Restated Employment Agreement ("Amendment") is entered into as of December 7, 2005 by and among SOURCECORP, Inc., a Delaware corporation with its principal office located at 3232 McKinney Avenue, Suite 1000, Dallas, TX 75204 ("SOURCECORP"), SOURCECORP Management, L. P., a Texas limited partnership and indirect wholly-owned subsidiary of SOURCECORP (collectively, the "Company") and Ed H. Bowman, Jr. ("Employee").
A. The Company and Employee have previously entered into that certain Amended and Restated Employment Agreement on or about May 9, 2005 and effective as of January 1, 2005 ("Agreement") pursuant to which Employee is employed by the Company.
B. The original Term (as defined in the Agreement) of the Agreement is for an initial period through December 31, 2009 with an automatic extension feature, and the Company and Employee now wish, for clarity, to extend the initial period of the Term of the Agreement through December 31, 2010, and maintain the automatic extension feature unchanged.
Therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:
1. Amendment. The Company and Employee hereby agree to amend the Agreement as follows:
The first clause of the first sentence of Section 5 of the Agreement, which currently reads as follows:
"The term of this Agreement shall begin on the date hereof and continue through December 31, 2009;"
is hereby replaced with the following clause:
"The term of this Agreement shall begin effective January 1, 2005 and continue through December 31, 2010;"
and the remainder of such sentence and Section shall remain unchanged.
2. Defined Terms. Except as otherwise expressly provided herein, any capitalized term used in this Amendment that is not defined herein will have the meaning ascribed to such term in the Agreement.
3. No Other Amendment. Except as otherwise expressly provided in this Amendment, all terms, conditions and provisions of the Agreement will remain in full force and effect.
Governing Law. This Amendment shall in all respects be construed
according to the laws of the State of
5. Entire Agreement. This Amendment, together with the Agreement, set forth the entire agreement and understanding of the parties relating to the subject matter herein. No modification of or amendment to this Amendment, nor any waiver of any rights under this Amendment, shall be effective unless given in a writing signed by the party to be charged.
6. Counterparts. This Amendment may be executed originally or by facsimile signature, in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first written above.
SOURCECORP , Incorporated
SOURCECORP Management, L.P.
/s/ Donald F. Moorehead, Jr.
SRCP Management, Inc.
Name: Donald F. Moorehead, Jr.
General Partner
Title: Authorized Signatory
/s/ Donald F. Moorehead, Jr.
Donald F. Moorehead, Jr.
Authorized Signatory
/s/ Ed H. Bowman, Jr.