Exhibit 10.27
TOLLING
AGREEMENT
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”).
Recitals
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
2
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
