Exhibit 10.21
AMENDED AND RESTATED
CHAIRMAN EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED CHAIRMAN
EMPLOYMENT AGREEMENT (the “Agreement”) is made and
entered into as of this 30th day of December, 2008 (the
“Effective Date”) by and between MPS GROUP, INC., a
Florida corporation (“Corporation”) and DEREK E. DEWAN
(the “Executive”) and amends and restates that certain
employment agreement between the parties effective as of
March 1, 2001 (the “2001 Agreement”) and amended
and renewed effective as of March 1, 2006 (the
“Renewal”), except as set forth in Section 4(b)
hereof.
1. Employment . Subject to
the terms and conditions set forth in this Agreement, the
Corporation hereby employs Executive, and Executive, serving at the
pleasure of the Board of Directors, hereby accepts such employment
by the Corporation in accordance with the terms hereof.
2. Duties of Executive .
Executive shall serve in the capacity of Chairman
(“Chairman”) of the Board of Directors (the
“Board”) of the Corporation and as an employee during
the Term hereof and shall have such duties and authority as are
typical of a Chairman of an operating corporation, including,
without limitation, those specified in the Corporation’s
bylaws. Commencing on the Effective Date of this Agreement, and
during the Term of this Agreement as defined hereinbelow, Executive
shall devote such business time and effort to the performance of
his duties and responsibilities as Chairman as is necessary to
carry out such duties.
3. Term . The term of this
Agreement (the “Term”) shall commence as of the
Effective Date of this Agreement and continue until the fifth
anniversary of the effective date of the Renewal; provided,
however, that at the end of such period, the Term shall
automatically extend for additional one (1) year periods
unless a party provides, at least ninety (90) days prior to
the end of such initial period or additional one (1) year
period, written notice that it does not wish to extend the Term.
Notwithstanding the foregoing, this Agreement may be earlier
terminated in accordance with Section 6 of this
Agreement.
4. Compensation; Benefits
.
(a) Salary . Commencing on
the Effective Date of this Agreement and continuing during the Term
hereof, the Corporation shall pay Executive an annual salary (the
“Salary”) for his services as Chairman of Two Hundred
Fifty Thousand and No/100 Dollars ($250,000), which shall be
payable in accordance with the Corporation’s standard payroll
practice, but not less than monthly. The Corporation shall annually
review Executive’s Salary and shall increase same from time
to time as may be warranted in accordance with the
Corporation’s compensation policies and to reflect a cost of
living increase.
(b) Benefits; Grandfathered
Benefits . In addition to Executive’s Salary, during the
Term of this Agreement, the Corporation shall provide Executive
with all benefits and programs currently being provided to the
Executive as of the Effective Date of this Agreement and those
additional benefits and programs made available from time to time
by the Corporation to its executives and key employees at the
highest level so provided. For avoidance of doubt and
notwithstanding any provision hereof, the Corporation shall
continue to provide, pursuant to the 2001 Agreement, Executive and
his spouse and dependents with major medical, health and hospital
coverage equivalent to the coverage received by Executive as of the
effective date of the 2001 Agreement. Such coverage shall not be
decreased or diminished and the Corporation shall continue to
provide such coverage to Executive and his spouse and dependents
until Executive reaches the age of 65, even if this or the 2001
Agreement is terminated, for any reason, including the retirement
of Executive (the “Grandfathered Benefit”). The
Grandfathered Benefit provides that in the event that the major
medical, health and hospital insurance being provided to Executive
by the Corporation pursuant to the 2001 Agreement is no longer
available, the Corporation shall self insure Executive and his
spouse and dependents and provide such coverage as if the previous
coverage was still in place in accordance with the terms of the
previous policies and as provided hereinabove. In addition,
Executive shall be entitled to any disability and life insurance
coverage as is currently in place as of the Effective Date of this
Agreement through the Term hereof.
5. Reimbursement of Expenses
. The Corporation shall reimburse Executive for all expenses
actually and reasonably incurred by him in the business interests
of the Corporation, in accordance with the Corporation’s
written policies and/or general customary practice for such
reimbursement of expenses of the Executive by the Corporation. Such
expenses include, but are not limited to, expenses related to
business club dues, travel, meals and entertainment, lodging,
meetings and conventions, seminars, trade shows, and communication
equipment such as computers and hand held wireless devices. In all
events, the aforementioned expense reimbursements will be made no
later than the year following the year in which the expense was
incurred. Notwithstanding any other provision of this
Section 5 to the contrary, any expense reimbursed by the
Corporation in one taxable year in no event will affect the amount
of expenses required to be reimbursed or in-kind benefits required
to be provided by the Corporation in any other taxable
year.
6. Termination .
(a) Death or Disability of
Executive . In the event of the Executive’s death or
disability (as defined hereinbelow) during the Term of this
Agreement, this Agreement shall be terminated. For purposes of this
Agreement, the disability of Executive shall mean the inability of
Executive to perform his customary and usual duties as Chairman of
the Corporation. In the event of the termination of this Agreement
due to the Executive’s death or disability, the Executive
shall be entitled to compensation and benefits as provided in
Section 7 of this Agreement.
(b) Termination for Cause by the
Corporation . The employment of the Executive may be terminated
“for cause” (as defined hereinbelow) at any time
during
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the Term by written notice from the Corporation
setting forth the grounds for such termination. For purposes of
this Agreement the term “for cause” means a termination
of the Executi
