Exhibit 10.28
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 Richard Wickett
(“Wickett”), on tilt 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 Wickett, the “Parties”).
Recitals
WHEREAS , at various times Wickett was an employee,
officer, and director of PBSJ (collectively the “Affiliation
Period”);
WHEREAS , Wickett and PBSJ are parties to a Stock
Buy/Sell Agreement dated February 28, 2005, a Key Employee
Retention Program Agreement dated January 1, 2005, and a
Supplemental Retirement/Death Benefits Agreement dated
December 17, 1987, each as amended to the date hereof
(collectively the “Agreements”);
WHEREAS , PBSJ believes it may have claims against
Wickett arising out of acts, conduct, events or circumstances
related to, arising from, or in connection with the Affiliation
Period and/or the Agreements;
WHEREAS , Wickett 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 Wickett, while fully preserving any rights of PBSJ
that exist as of the date of this Agreement to commence legal
action
against Wickett 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 Wickett 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
proceeding against Wickett 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
2
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 Wickett 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 hereo
