THIS TOLLING AGREEMENT (“Agreement”) is made and entered into as of this 16 th day of March, 2006 (the “Effective Date”), by and between Kathryn J. Wilson (“Wilson”), on the one hand, and The PBSJ Corporation, and its subsidiaries and affiliates including but not limited to Post, Buckley, Schuh & Jernigan, Inc., PBS&J Construction Services, Inc., Seminole Development II, Inc., PBS&J Caribe Engineering, C.S.P., and Post, Buckley, International, Inc. (collectively “PBSJ,” and together with Wilson, the “Parties”).
WHEREAS, at various times Wilson was an employee and officer of PBSJ (collectively the “Affiliation Period”);
WHEREAS, Wilson and PBSJ are parties to a Key Employee Retention Program Agreement dated January 1, 2005, amended to the date hereof (collectively the “Agreements”);
WHEREAS, PBSJ believes it may have claims against Wilson arising out of acts, conduct, events or circumstances related to, arising from, or in connection with the Affiliation Period and/or the Agreements;
WHEREAS , Wilson expressly denies any claim(s), fault, improper acts(s) or alleged wrongdoing of any kind;
WHEREAS, the Parties wish to postpone or avoid the inconvenience, expense, and distraction of possible litigation by PBSJ against Wilson, while fully preserving any rights of PBSJ that exist as of the date of this Agreement to commence legal action against Wilson at a future date, which, but for this Agreement, might otherwise be time-barred by any applicable statute of limitations, laches, and other possible time-bars and defenses based in whole or in part on the time which may elapse from the accrual of such claims to the filing of an action (all of which time-bars and defenses, including, the statute of limitations and laches, are referred to as “Time Defenses”);
WHEREAS, PBSJ and Wilson have the power and authority to enter into this Agreement and no other parties are necessary to join herein in order to toll the statute of limitations and other Time Defenses; and,
NOW THEREFORE, in consideration of PBSJ forbearing from initiating a lawsuit, arbitration or any other legal proceedings against Wilson at the present time, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Terms and Conditions
1. All of the foregoing Recitals are true and correct and are incorporated herein as part of the Agreement for all purposes.
2. With respect to any and all claims or causes of action, known or unknown, relating to, arising out of, or in connection with, the Affiliation Period and/or the Agreements, including but not limited to claims for alleged breach of fiduciary duty, fraud, negligence, gross negligence, negligent misrepresentation, breach of contract, or any other claims or causes of action whatsoever (collectively, the “Tolled Claims”), the Parties hereby stipulate that any applicable statute of limitations or other Time Defenses applicable to the Tolled Claims shall be deemed tolled from the effective date of this Agreement until the earlier of: (a) the expiration of four (4) calendar years from the date of the execution of this Agreement; or (b) the termination of this Agreement by either PBSJ or
Wilson in accordance with the terms and conditions of this Agreement. The period of time during which any applicable statute of limitations or other Time Defenses applicable to the Tolled Claims shall be deemed tolled is hereinafter referred to as the “Tolling Period.” The Tolling Period shall run from the date of execution of this Agreement until termination of this Agreement as provided herein. For purposes of clarity, the tolling of the statute of limitations and other Time Defenses during the Tolling Period shall survive any termination hereof, such that any Tolled Claim which would have been barred as a result