Exhibit 10.2
SETTLEMENT
AGREEMENT
This Settlement Agreement
(hereinafter “Agreement”), entered into as of this
30 th
day of September, 2009, is by and
between Kathryn Wilson on the one hand, and Post, Buckley,
Schuh & Jernigan, Inc. and The PBSJ Corporation
(collectively “PBSJ”) on the other hand. The Agreement
between the parties is as follows: ›
I. DEFINITIONS
A. Post, Buckley, Schuh &
Jernigan, Inc. (“PBS&J Inc.”) shall mean and
include for purposes of this Agreement Post, Buckley,
Schuh & Jernigan, Inc., a Florida corporation, and its
predecessors, successors, parents, subsidiaries or
affiliates.
B. The PBSJ Corporation (“PBSJ
Corp.”) shall mean and include for purposes of this Agreement
The PBSJ Corporation, a Florida corporation, and its predecessors,
successors, parents, subsidiaries or affiliates.
C. Kathryn Wilson
(“Wilson”) shall mean and include for purposes of this
Agreement the individual known as Kathryn Wilson, including her
heirs, beneficiaries, executors, administrators, successors and
assigns, all in their capacity as such.
II. RECITALS
A. WHEREAS, Wilson was employed by
PBSJ until on or about January 13, 2006 and served as its
accounting manager and controller;
B. WHEREAS, Wilson entered into a
Buy/Sell Agreement (“Wilson Buy/Sell Agreement”) with
PBSJ;
C. WHEREAS, after Wilson was no
longer employed by PBSJ, disputes arose regarding outstanding
financial obligations between the parties, including with respect
to the Wilson Buy/Sell Agreement, and PBSJ’s claims of
set-off;
D. WHEREAS, pursuant to its bylaws,
PBSJ repurchased Wilson’s common stock when Wilson terminated
employment with PBSJ and issued a promissory note
(“Note”) to Wilson in partial payment
therefor;
E. WHEREAS, the Note is dated
February 23, 2006 in the original principal amount of $95,200
bearing interest thereof at the rate of 7.5% per annum,
payable in full on February 28, 2011, subject to certain
conditions including PBSJ’s right to set-off against that
amount in whole or in part based upon any claim it may have against
Wilson, including any claims arising from any loss, liability,
damage, expense (including costs of investigation and defense and
reasonable attorneys’ fees and expenses) or diminution of
value sustained by PBSJ;
F. WHEREAS, certain controversies
have arisen with respect to Wilson’s actions or inactions in
the performance of her duties at PBSJ in connection with which PBSJ
has claimed the right of set-off against amounts owed to
Wilson;
G. WHEREAS, unless the disputes
among the parties are resolved, substantial, expensive and lengthy
litigation between the parties will occur;
H. WHEREAS, PBSJ and Wilson desire
(i) to avoid the burden and expense of prolonged litigation,
and (ii) to resolve amicably and in good faith all of the
matters and issues potentially in dispute; and
I. WHEREAS, PBSJ and Wilson agree
that by entering into an amicable resolution of such disputes, they
are doing so without admitting any liability or wrongdoing of any
nature whatsoever;
J. NOW, THEREFORE, for and in
consideration of the acts, covenants, representations, payments,
warranties and releases described and agreed to herein, the parties
reach this Agreement, as set forth below.
2
III. TERMS
On and subject to the terms and
conditions of this Agreement, and in full and final satisfaction
and settlement of any disputes between PBSJ and Wilson concerning
the Buy/Sell Agreement and any other agreements entered into
between the parties, and all amounts owed by any party to the
other, the parties agree to the following:
A. PBSJ shall, on or before
September 30, 2009, pay Wilson the sum of $120,943
(“Wilson Payment”) by delivering to counsel for Wilson
a check made payable to “Neal R. Sonnett, P.A. Trust
Account.” Wilson acknowledges that once PBSJ delivers the
aforementioned check, PBSJ shall have no responsibility or
liability with respect to the handling or distribution of the
Wilson Payment. PBSJ and Wilson agree and acknowledge that the
Wilson Payment is in full and complete satisfaction of all amounts
owed to Wilson, including without limitation, the balance of the
Note (together with interest thereon) entered into between PBSJ and
Wilson.
B. The parties agree to the releases
set forth below.
C. Notwithstanding anything else set
forth in this Agreement, the parties to this Agreement retain the
right to enforce this Agreement.
IV. RELEASES
A. PBSJ’s Release of
Wilson
With the exception of the rights and
obligations of the parties specifically set forth in this
Agreement, PBSJ hereby unconditionally and irrevocably releases and
forever discharges from liability for any and all claims,
controversies and causes of action of any kind or nature which PBSJ
may have, now has, or ever had against Wilson, including but not
limited to, all demands, actions, causes of action, controversies,
declaratory judgment actions, cross-claims, counterclaims, debts,
liquidated damages, common law claims, statu
