Exhibit 10.6
EMPLOYMENT/RETIREMENT BENEFITS
AGREEMENT
THIS
AGREEMENT (the “Agreement”) is
entered into as of the 19 th day of December, 2000, by and
between POST, BUCKLEY, SCHUH & JERNIGAN, INC., THE PBSJ
CORPORATION , Florida corporations with principal offices in
Miami, Florida (together hereinafter referred to as the
“Corporation”), and WILLIAM W. RANDOLPH , 26
Hunting Lodge Drive, Miami Springs, Florida 33166 (hereinafter
referred to as the “Employee”).
WHEREAS , the Corporation is engaged in the business of
rendering engineering services as well as allied professional
services; and
WHEREAS , the Employee has been employed continuously by
the Corporation since August 14, 1967, has served as an
officer and director for many years and has been instrumental in
the development, expansion and success of the business of the
Corporation; and
WHEREAS , the Corporation and the Employee desire to
replace that certain employment/retirement benefits agreement
between the Corporation and the Employee, dated
February 15,1999, with this Agreement; and
WHEREAS , the Corporation desires to provide to the
Employee the additional benefits specified in this
Agreement.
NOW, THEREFORE
, in consideration of the mutual
covenants herein contained, the parties hereto agree as
follows:
1. Employment .
The employment of the Employee shall
terminate on January 2, 2001.
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2. Retirement Term and
Compensation .
The Retirement Term
shall commence on January 2, 2001 and continue for fifteen
(15) years until January 2, 2016. During the retirement
term, the Corporation shall compensate the Employee at the rate of
Twenty-five Thousand Dollars ($25,000.00) per annum, paid monthly
at the beginning of each month. This sum shall be adjusted by the
lesser of the CPI or three per cent (3%) each
January 1 st , commencing on January 1,
2000. There shall be no compensation for time spent during the
first forty-five (45) days of work authorized by the
Corporation each year during the Years 2001 and 2002 or to attend
Board meetings.
In the event of the death or
disability of the Employee during the Retirement Term, the
Corporation shall pay the Employee’s wife, or to her
beneficiaries, the sum of Twenty-five thousand ($25,000.00) per
annum, paid monthly, for the remainder of the Term through
December 31, 2015. This sum shall be adjusted by the lesser of
the CPI or three per cent (3%) each January 1st,
commencing on January 1, 2000.
3. Expenses During Retirement
Term
The Corporation shall reimburse the
Employee for all reasonable expenses incurred by him during the
fifteen (15) year retirement term.
Reasonable expenses shall include
but are not limited to those items currently provided to the
Employee, in accordance with policies of the
Corporation:
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(a)
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Cellular
Telephone (one) and Service charges.
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(b)
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State-of-the-Art
Computer (new unit every three years).
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(c)
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Internet
Access Charges (including related telephone service).
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(d)
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Professional/Financial
Newspapers and Magazines.
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(e)
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Airline
Club Membership (one).
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(f)
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Inclusion
as American Airlines Platinum Tier member (or equivalent at another
airline).
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(g)
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Budget
Rental Car Optimum level (or equivalent at another
company).
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(h)
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Annual
Tax Return Preparation.
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(i)
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Annual
Physical Exam.
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(j)
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Use
of Breckenridge Condominium for two weeks per year including one
week during ski season.
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Throughout the 15-year term of the
Employee’s Agreement, as amended, and at the sole option of
the Employee, he may substitute expenses listed under items 3 (k),
(l), (m) and (n) enumerated below in lieu of direct cash
remuneration.
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(k)
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Automobile
lease, including insurance, tag, maintenance and
repairs.
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(l)
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Travel
expenses (transportation, lodging and meals),
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(m)
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Country
Club membership.
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(n)
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Season
tickets for sporting events.
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4. Competition .
The Employee agrees to not compete
with the Corporation.
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5. Insurance
Benefits
As additional compensation to the
Employee for services performed before the Employee’s
retirement, the Corporation shall continue to pay for and provide
to the Employee and his wife, for so long as either of them shall
live, major medical and hospitalization insurance benefits of equal
coverage and substantially similar to those major medical and
hospitalization insurance benefits paid for and provided to senior
executives of the Corporation. The Corporation and the Employee
hereby agree that said lifetime insurance coverage is in the nature
of supplemental income to the Employee, without any additional
services from the Employee to the Corporation.
6. Arbitration . Any
controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration conducted by
and in accordance with the rules then in existence of the American
Arbitration Association. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof.
7. Liability Insurance
Coverage . The Corporation shall provide coverage to and for
the Employee, as a named insured, under any Architects/Engineers
Professional Liability, General Liability, and Directors and
Officers Liability Insurance policies maintained by the
Corporation. Said coverage provided to the Employee shall be
coextensive with coverage to the Corporation both as t
