Employment Agreement - OLD RIG Inc. and Andrew C. Florance
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is executed as of the 24th day of April, 1998,
and effective as of January 1, 1998 (the "Effective Date"), by and between OLD
RIG, Inc. ("OLD RIG" and, prior to the Assignment (defined below), the
"Company"), a Delaware corporation which is the general partner of Realty
Information Group, L.P. ("RIGLP"), a Delaware pimited partnership, and ANDREW C.
FLORANCE ("Executive").
WHEREAS, Executive has been heretofore employed as President
and Chief Executive Officer of OLD RIG;
WHEREAS, OLD RIG desires to retain Executive in his capacity
as President and Chief Executive Officer;
WHEREAS, Executive desires to remain President and Chief
Executive Officer of OLD RIG upon the terms and conditions hereinafter set
forth; and
WHEREAS, Executive and OLD RIG acknowledge that it is
presently contemplated that, in connection with an initial public offering (the
"Offering") of, or other significant transaction involving, the stock of Realty
Information Group, Inc., a Delaware corporation ("RIG" and, after the Assignment
(defined below), the "Company"), formerly known as Realty Information Group
(Delaware), Inc., (i) OLD RIG and RIGLP will be consolidated with RIG, and (ii)
this Employment Agreement will be automatically assigned to and assumed by RIG
pursuant to Section 19 without further action by any party.
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, and in consideration of the mutual covenants herein contained,
agree as follows:
1. Employment. As of the Effective Date, OLD RIG hereby
continues the employment of Executive, and Executive hereby agrees to such
continued employment, upon the terms and conditions set forth herein.
2. Duties. Executive shall be the President and Chief
Executive Officer ("CEO") of the Company. Executive shall perform such executive
duties as are consistent with the role of the President and CEO of the Company
and the reasonable directions of the Board. Executive shall report to, and be
subject to the authority of, the Board.
3. Extent of Services. Subject to this Section 3, Executive
agrees to devote all his business time to the business of the Company. Executive
shall not, without the prior written consent of the Company, during the term of
his employment with the Company under this Agreement, be engaged in any other
business activity whether or not such business activity is pursued for gain,
profit, or other pecuniary advantage; but, subject to Section 8, this shall not
be construed as preventing Executive from (i) investing his and his family's
assets in such form or
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manner as will not require the direct performance of services (except as a
director, in the manner hereinafter permitted in clause (ii) below) by Executive
in the operation of the affairs of the enterprises or companies in which said
investments are made; (ii) acting as a director, trustee, or officer of, or
participating as a member of a committee of, any firm or corporation other than
the Company or an affiliate of the Company where such positions do not
unreasonably interfere or conflict with the duties and responsibilities of
Executive as the CEO of the Company; provided, however, that service in such
capacity with each such entity has been approved by the Board; or (iii) acting
as a director, trustee or officer of, or participating as a member of a
committee of, any non-profit or community organization where such position does
not unreasonably interfere or conflict with the duties and responsibilities of
Executive as the CEO of the Company.
4. Compensation.
(a) The salary of Executive under this Agreement shall be
at the rate of One Hundred Seventy-Five Thousand Dollars ($175,000) per year
(the "Base Salary"). Base Salary shall be payable in biweekly or such other
installments as shall be consistent with the Company's payroll procedures for
its senior executives.
(b) The Company shall adopt as of January 1, 1998, and
maintain for the benefit of Executive during the term of Executive's employment
under this Agreement (and, where applicable, for such period thereafter as
Executive is entitled to payments thereunder pursuant to this Agreement) a bonus
program (the "Bonus Program"), which will provide Executive with an opportunity
to receive an annual cash bonus of up to 100% of Base Salary based on the
attainment of performance objectives set forth in Exhibit A. The annual bonus
shall be paid within one hundred twenty calendar days of the end of the year for
which it is earned. During the Term, the Bonus Program will be based on
performance objectives established on a calendar year basis.
(c) RIG shall adopt as of the effectiveness of its initial
public offering, and maintain for the benefit of Executive for as long as any
options are outstanding, a Stock Option Plan (the "Stock Option Plan"). Under
the Stock Option Plan, RIG will grant to Executive as of the effectiveness of
the Offering an option to purchase 40,000 shares of RIG common stock with a
strike price equal to the offering price of the stock in the Offering. Options
granted to Executive under the Stock Option Plan may be non-qualified stock
options or "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Such options shall have
a life of not less than ten years and shall be exercisable in accordance with
the terms of the Stock Option Plan, unless otherwise provided for in this
Agreement. If Employee does not exercise an option on or prior to the date the
option expires or is no longer exercisable, Employee shall be deemed to have
made a "cashless exercise" and RIG shall pay to Employee within thirty days of
the cashless exercise a cash payment equal to the total number of shares
underlying the option or options multiplied by a number equal to the difference
between the price of RIG's stock on the date of the cashless exercise and the
exercise price of the option; provided, however, that the cashless exercise
alternative shall not be available if Executive's employment has been terminated
by RIG with cause (as defined in Section 7(b)) or by Executive without good
reason (as defined in Section
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7(c)). Such options shall vest: 25% upon the effectiveness of the Offering; 25%
on December 31, 1998; 25% on December 31, 1999; and 25% on December 31, 2000.
(d) In addition to the options granted pursuant to Section
4(c), Executive shall be granted additional options under the Stock Option Plan
to purchase 25,000 shares of RIG common stock with a strike price equal to the
offering price of the stock in the Offering. Such options (the "Stub Period
Bonus Options") shall be granted upon consummation of the Offering and shall be
in lieu of Executive's right to receive from the Company a cash bonus for the
period May 1, 1997 through December 31, 1997. The Stub Period Bonus Options
shall be subject to the same vesting and exercise rules as the options granted
to Executive under Section 4(c) of the Agreement.
(e) Nothing contained in this Section 4 shall prevent the
Board from adopting additional compensation arrangements for Executive or
providing additional benefits under any of the existing compensation
arrangements.
5. Fringe Benefits. During the term of Executive's employment
under this Agreement, the Company shall provide to Executive term life insurance
coverage not to exceed a total of One Million Dollars ($1,000,000) (provided
that Executive shall be insurable at a cost not exceeding $2,000 per year),
which such benefits will be payable as designated by Executive, six weeks of
paid vacation per year earned ratably over the year (provided, however, that
Executive shall not accrue more than six weeks of paid vacation), and the same
health insurance, accident and disability insurance, life insurance, and such
other fringe benefits, as are provided to the most senior executives of the
Company.
6. Term. The term of Executive's employment under this
Agreement shall commence on the Effective Date and shall continue for an initial
term (the "Initial Term") extending through December 31, 2000, and for automatic
and successive renewal terms of one (1) year each (each, a "Renewal Term" and
collectively, the "Renewal Terms"), unless either the Company or Executive
elects not to extend the term beyond the Initial Term or any Renewal Term
(herein, the Initial Term or a Renewal Term is sometimes referred to as the
"Current Term") and gives to the other party hereto written notice of
termination at least six (6) months prior to the end of the Initial Term, or
three (3) months prior to the end of the Renewal Term, as applicable.
7. Termination.
(a) By the Company Without Cause. The Company may
terminate Executive's employment at any time, without Cause (as defined herein),
upon sixty (60) days written notice to Executive. If the Company terminates
Executive's employment without Cause, Executive: (x) shall receive through the
later of (i) the expiration of the Current Term or (ii) one year from the date
of termination, the compensation provided for under paragraph 4(a) of this
Agreement; (y) shall be entitled to receive the bonus he would have received
under the Bonus Program (as in effect on the date of termination) as if he
continued in the position he held immediately prior to termination for the
balance of the calendar year in which such termination occurs; and (z) shall be,
if not
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otherwise, fully vested in all stock options granted to Executive under the
Stock Option Plan (as in effect on the date of termination) and any predecessor
stock option plan or program. Upon termination of Executive's employment without
Cause, the exercise period for all vested options shall be one-hundred eighty
(180) days after cessation of employment.
(b) By the Company For Cause. Notwithstanding anything
herein to the contrary, the Company shall have the right to terminate
Executive's employment under this Agreement for "Cause." For the purposes of
this Agreement, the term "Cause" shall mean (i) a material failure by Executive
to perform his duties hereunder which shall persist uncured by Executive for a
sixty (60) day period after written notice is given to Executive which details
the duties which the Company alleges Executive has failed to perform; (ii)
Executive being convicted of a felony or Executive pleading nolo contendere to a
felony; or (iii) any other willful act or omission by Executive, which is
materially injurious to the financial condition or business reputation of the
Company or its affiliates, including without limitation any violation during the
term of Executive's employment of Executive's obligations under Section 8
hereof. Executive will not receive Base Salary or Fringe Benefits with respect
to any period after his termination for Cause. Upon termination of Executive's
employment with Cause, (A) Executive shall forfeit (x) all right to participate
in the Bonus Program and (y) all unvested stock options, and (B) the exercise
period for all vested options shall be sixty (60) days after cessation of
employment.
(c) By Executive For Good Reason. Executive shall have the
right to voluntarily terminate his employment for Good Reason upon at least
sixty (60) days prior written notice to the Company. For purposes of this
Agreement, Good Reason shall mean (i) Executive is required to relocate his
principal office more than forty-five (45) miles from its current location in
Bethesda, Maryland; (ii) Executive ceases involuntarily to be CEO of the Company
(or any successor) or is required to perform duties materially inconsistent with
the duties normally performed by a chief executive officer; (iii) the Company
(or any successor) takes actions which constitute a material diminution of
Executive's position or title with the Company or in the nature of Executive's
authority, duties or responsibilities; (iv) Executive is required to report to
an individual or entity other than the Board; or (v) a material breach by the
Company of its obligations hereunder which shall persist uncured by the Company
for a ninety (90) day period after written notice is given to the Company which
details the obligations which Executive alleges the Company has breached; (vi)
there is a Material Change (as defined herein) with respect to the Company and
Executive terminates his employment within one year after the Material Change.
For purposes of this Agreement, a Material Change is defined as the occurrence
of any of the following events:
(1) The acquisition (in one or more transactions) of
beneficial ownership of more than 50% of the outstanding shares of common stock
of the Company by any person or entity or by any group of persons or entities
acting in concert for the purpose of acquiring, voting, holding or disposing of
shares of the Company's common stock (other than as a result of (x) the
consolidations of OLD RIG, RIGLP and Jamison Research, Inc. described in the
recitals, (y) the completion of an initial public offering or (z) the
acquisition of stock by any person who is a stockholder of OLD RIG or a partner
of RIGLP as of the Effective Date);
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(2) The election or appointment (in one or more
elections or as a result of one or more appointments to fill vacancies) as
directors comprising one-half (1/2) or more of the Board of persons who were not
nominated, recommended or appointed by the Company's incumbent Board (including
as incumbent directors all directors who were nominated, recommended or approved
by a majority of the Board composed of persons who were incumbent directors);
(3) The Company's merging with any other entity in a
transaction in which the Company is not the surviving entity;
(4) The sale by the Company (in one or more
transactions) of all or substantially all of its assets. If Executive terminates
his employment for Good Reason, Executive: (x) shall receive through the later
of (i) the expiration of the Current Term or (ii) one year from the date of
termination, the compensation provided for under paragraph 4(a) of this
Agreement; (y) shall be entitled to receive the bonus he would have received
under the Bonus Program (as in effect on the date of termination) as if he
continued in the position he held immediately prior to termination for the
balance of the calendar year in which such termination occurs; and (z) shall be,
if not otherwise, fully vested in all outstanding Stock Options granted to
Executive under the Stock Option Plan (as in effect on the date of termination)
and any predecessor stock option plan or program. Upon termination of
Executive's employment with Good Reason, the exercise period for all vested
options shall be one-hundred eighty (180) days after cessation of employment.
(d) By Executive Without Good Reason. Executive shall have
the right to voluntarily terminate, for any reason other than Good Reason, his
employment with the Company upon one-hundred eighty (180) days written notice to
the Company. Executive will not receive Base Salary or Fringe Benefits with
respect to any period after his termination without Good Reason. Upon
termination of Executive's employment without good reason, (i) Executive shall
forfeit (x) all right to participate in the Bonus Program and (y) all unvested
stock options, and (ii) the exercise period for all vested options shall be
sixty (60) days after cessation of employment.
8. Confidentiality, Invention and Non-Compete Agreement.
(a) During the term of this Agreement, and thereafter for
the duration of the period, if any, that Executive continues to be employed by
the Company and/or any other entity owned by or affiliated with the Company or
on an "at will" basis, and thereafter for the Non- Competition Period (defined
below), Executive shall not, directly or indirectly, for himself or on behalf of
or in conjunction with any other person, company, partnership, corporation,
business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder,
owner, partner, member, joint venturer, or in a managerial capacity, whether as
an employee, independent contractor, consultant, advisor, or sales
representative, in any group or division of a business selling any
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products or services in direct competition with the Company in the United
States, Canada, the United Kingdom or other nations in which the Company is
conducting or in which he was aware the Company had plans to conduct business
within the twelve months following his termination (the "Territory"); provided,
however, that the foregoing covenant shall not be deemed to prohibit Executive
from acquiring as an investment not more than one percent (1%) of the capital
stock of a competing business whose stock is traded on a national securities
exchange or over-the-counter;
(ii) call upon any Person who is, at that time, within
the Territory, an employee of the Company for the purpose or with the intent of
enticing such employee out of the employ of the Company;
(iii) call upon any Person who or that is, at the time
of termination, or has been, within one year prior to that time, a customer of
the Company within the Territory for the purpose of soliciting or selling
products or services in direct competition with the Company within the
Territory; or
(iv) on Executive's own behalf or on behalf of any
competitor, call upon any Person as a prospective acquisition candidate for an
entity other than the Company or its affiliates who or that, during Executive's
employment by the Company was, to Executive's knowledge, either called upon by
the Company as a prospective acquisition candidate or was the subject of an
acquisition analysis conducted by the Company. Executive, to the extent lacking
the knowledge described in the preceding sentence, shall immediately cease all
contact with any prospective acquisition candidate upon being informed that the
Company had called upon such candidate or made an acquisition analysis thereof.
(b) Executive acknowledges that during the course of his
employment, he may develop and obtain access to trade secrets, proprietary
software and other "confidential business information" of the Company, such as
its software systems, sources of data, databases and other competitively
sensitive information kept in confidence by the Company such as selling and
pricing information and procedures, research methodologies, customer lists,
business and marketing plans, and internal financial statements. Executive
agrees to not use or disclose any trade secrets, proprietary software or
confidential business information to which he is exposed or has access in the
course of his employment with the Company, even if elements of any of them may
belong to third parties, during his employment and for so long afterwards as the
Company seeks to maintain as confidential the proprietary software, trade
secrets or confidential business information, whether or not the software, trade
secrets and confidential business information are in written or tangible form,
except as required and authorized during the performance of Executive's duties
for and with the Company. Executive agrees that, given the nature of the
Company's business and business plans there will never come a time when
disclosure of the Company's proprietary software, trade secrets or confidential
information would not be seriously injurious to the Company.
(c) Executive acknowledges that he has been employed by
the Company during its critical developmental and roll-out stages and that
leaving the employ of the Company to
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join any business competitor would seriously hamper the business of the Company.
Accordingly, Executive agrees that the Company shall be entitled to injunctive
relief to prevent him from violating this Section 8, in addition to all remedies
permitted by law, to enforce the provisions of this Agreement. Executive further
acknowledges that his training, experience and technical skills are of such
breadth that they can be employed to Executive's advantage in other areas which
are not in direct competition with the business of the Company on the date of
termination of Executive's employment and consequently the foregoing obligations
will not unreasonably impair Executive's ability to engage in business activity
after the termination of Executive's employment.
(d) For purposes of this Section 8, the term "Company"
shall mean the Company and each of its subsidiaries and predecessors in
interest; the term "Non-Competition Period" shall mean the period commencing on
the date hereof to and including the second anniversary of the date on which
Executive ceases to be employed by the Company (provided, however, that the
Non-Competition Period, during which the agreements and covenants of Executive
made in this Section 8 shall be effective, shall be computed by excluding from
such computation any time during which Executive is in violation of any
provision of this Section 8).
(e) The covenants in this Section 8 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 8 relating to
the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, said time period or geographic area shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such court deems reasonable and enforceable and this Agreement shall
automatically be considered to have been amended and revised to reflect such
determination. Upon termination of this Agreement for any reason, the covenants
specified in this Section 8 shall survive for the term specified herein.
(f) All of the covenants in this Section 8 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 Executive against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of such covenants.
9. Disability. In the event Executive shall become disabled so
that he is unable to perform the essential duties of his position with
reasonable accommodation ("Disability" or "Disabled") for more than six (6)
consecutive months or should the Disability exist for more than nine (9) months
in any twelve (12) month period, the Company shall have the right to terminate
Executive's employment and, upon such termination of employment, the Company
shall thereafter have no obligation to provide Executive compensation or
Executive benefits of any kind; provided, however, that (i) a pro rata portion
of Executive's unvested stock options that would have otherwise vested during
the calendar year of his termination shall vest immediately, and (ii) Executive
shall receive a pro rata bonus under the Bonus Program based on the bonus
Executive would have received for the calendar year of termination if he
remained employed by the Company through the
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end of the Calendar Year. Such pro rata benefits shall be determined by
multiplying the number of unvested options that would have vested in the
calendar year of termination, or the amount of bonus, as the case may be, by a
fraction, the numerator of which is the number of complete weeks Executive was
employed during the year of termination and the denominator of which is
fifty-two. Upon termination of Executive's employment for Disability, the
exercise period for all vested options shall be one year after cessation of
employment.
10. Death. In the event of Executive's death, Executive's
estate shall become entitled to any earned but unpaid compensation owed to
Executive pursuant to paragraph 4(a) of this Agreement. Neither Executive's
estate nor any of Executive's beneficiaries shall be entitled to any additional
amounts of earned but unpaid compensation following Executive's death; provided,
however, that (i) a pro rata portion of Executive's unvested stock options that
would have vested in the year of his termination shall vest immediately, and
(ii) Executive shall receive a pro rata bonus under the Bonus Program based on
the bonus Executive would have received for the calendar year of termination if
he remained employed by the Company through the end of the calendar year. Such
pro rata benefits shall be determined by multiplying the number of unvested
options that would have vested in the calendar year of termination, or the
amount of bonus, as the case may be, by a fraction, the numerator of which is
the number of complete weeks Executive was employed during the year of
termination and the denomination of which is fifty-two. In the event of
Executive's death, the exercise period for all vested options shall be one year
after Executive's death.
11. Insurance. Employer shall have the right to purchase such
policies of insurance on the life of Executive as may be determined by Employer
in its sole discretion, and as may be available, at the sole cost and expense of
Employer, and naming Employer as owner and beneficiary, and Executive shall
cooperate in the placement thereof.
12. Reimbursement of Expenses. The Company shall reimburse
Executive for all reasonable expenses incurred in carrying out his duties under
this Agreement, including reasonable attorneys' fees incurred by Executive in
negotiating this Agreement. Executive shall present to the Company from him an
itemized account of such expenses in a form required by the Company.
13. Arbitration. The parties agree that any dispute between
the parties relating to this Agreement shall not be resolved in litigation, but
instead shall be resolved in final, binding arbitration by a single arbitrator
under the auspices of the American Arbitration Association ("AAA") in
Washington, D.C. Any such arbitration shall be conducted in accordance to the
AAA's Employment Dispute Resolution Procedures. The arbitrator shall require the
losing party to pay the prevailing party's reasonable attorney's fees and costs
of arbitration.
14. Notice. All notices which are or may be required to be
given by either party to the other in connection with this Agreement and the
transactions contemplated thereby shall be in writing, and shall be deemed to
have been properly given if and when delivered personally or sent by certified
mail, return receipt requested; addressed, if to the Company, to:
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Michael R. Klein
Chairman, Realty Information Group, Inc.
2425 Wyoming Street, N.W.
Washington, D.C. 20008
and if to Executive, to:
Andrew C. Florance
4948 Western Avenue
Bethesda, Maryland 20816
15. Waiver of Breach. The waiver by either party of a breach
of any provisions of this Agreement by the other shall not operate or be
construed as a waiver of any subsequent breach.
16. Due Authorization. OLD RIG represents and warrants to
Executive that the execution, delivery and performance of this Agreement has
been duly authorized on behalf of the OLD RIG and that this Agreement is valid
and binding on OLD RIG and enforceable in accordance with its terms against OLD
RIG.
17. Indemnification. Executive shall be indemnified for his
actions as an officer and director of the Company in accordance with the by-laws
of the Company.
18. Governing Law. The Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.
19. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the Company and its respective successors and
assigns but the rights and obligations of Executive are personal and may not be
assigned or delegated without the Company's prior written consent.
Notwithstanding the preceding sentence, OLD RIG shall be permitted to assign all
of its obligations hereunder to RIG and such assignment shall be deemed to have
occurred upon the effectiveness of the consolidation of OLD RIG and RIGLP with
RIG (the "Assignment").
20. Counterparts. This Agreement, for the convenience of the
parties, may be executed in any number of counterparts, all of which when taken
together shall constitute one and the same Agreement.
21. Entire Agreement concerning Employment; Supremacy of
Employment Agreement. This Agreement constitutes the entire Agreement between
the parties as to Executive's employment and compensation therefor and
supersedes and replaces any and all agreements, written or oral, as to such
matters. This Agreement may not be modified or amended orally, but only by an
agreement in writing, signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. If there is any
conflict with respect to Executive
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between the provisions of this Agreement and the provisions of either the Bonus
Program or the Stock Option Plan, as applicable, the provisions of this
Agreement shall govern. If there is no such conflict, the provisions of the
Bonus Plan or the Stock Option Plan, as applicable, shall govern.
22. Special Reimbursement. In the event that Executive's
employment is terminated pursuant to clause (a) or (c) of Section 7 and he is
assessed a tax pursuant to Section 4999 of the Code (the "Parachute Tax"), the
Company shall immediately pay Executive that additional amount of money (the
"Gross-Up Payment") which will put Executive in the same net after tax position
had no Parachute Tax been incurred. The Gross-Up Payment shall be sufficient in
amount to cover any income or excise tax on the Gross-Up Payment itself (and any
interest or penalty imposed with respect to an excess parachute payment). In the
event that the Parachute Tax is ultimately determined to exceed the amount taken
into account in computing the Gross-Up Payment at the time of the termination of
Executive's employment (including by reason of any payment the existence or
amount of which could not be determined at the time of the Gross-Up Payment),
the Company shall make an additional Gross-Up Payment in respect of such excess
(and any interest, penalties or additions payable by Executive with respect to
such excess) at the time that the amount of such excess is finally determined.
Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
existence or amount of any such subsequent liability for the Parachute Tax.
Notwithstanding the foregoing, the Company shall not have an obligation to
include within the Gross-Up Payment any interest or penalty with respect to the
Parachute Tax to the extent that (i) at least thirty (30) days prior to the date
such Parachute Tax payment is due the Company provides Executive with its
calculation of the Parachute Tax due and (ii) Executive could have avoided such
interest or penalty by paying the amount due calculated by the Company pursuant
to clause (i).
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IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.
OLD RIG, Inc.
By: /s/ Michael B. Klein
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Michael B. Klein
Chairman of the Board
/s/ Andrew C. Florance
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Andrew C. Florance
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