{"id":39481,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-professional-travel-corp-u-s-office.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-professional-travel-corp-u-s-office","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-professional-travel-corp-u-s-office.html","title":{"rendered":"Employment Agreement &#8211; Professional Travel Corp., U.S. Office Products Co. and Edward S. Adams"},"content":{"rendered":"<pre>                               EMPLOYMENT AGREEMENT\n \n    THIS EMPLOYMENT AGREEMENT, dated as of this 24th day of January, 1997, is by\nand between Professional Travel Corporation, a Colorado corporation (the\n'Company') and a wholly-owned subsidiary of U.S. Office Products Company\n('USOP'), a Delaware corporation, and Edward S. Adams ('Employee').\n \n                                    RECITALS\n \n    The Company desires to continue to employ Employee and to have the benefit\nof his skills and services, and Employee desires to continue employment with the\nCompany, on the terms and conditions set forth herein.\n \n    NOW, THEREFORE, in consideration of the mutual promises, terms, covenants\nand conditions set forth herein, and the performance of each, the parties\nhereto, intending legally to be bound, hereby agree as follows:\n \n                                   AGREEMENTS\n \n    1.  EMPLOYMENT; TERM.  The Company hereby employs Employee to perform the\nduties described herein, and Employee hereby accepts employment with the\nCompany, for a term beginning on the date hereof and continuing for a period of\ntwo years. The term of this Agreement shall be extended automatically beyond the\ninitial two-year period for one additional, successive one-year term, unless the\nCompany notifies Employee no less than 60 days prior to the end of the initial\nperiod that it does not intend to extend the term for an additional period at\nthe end of the then-effective term. The initial period, together with any\nrenewal periods shall be referred to in this Agreement as the 'Term.'\n \n    2.  POSITION AND DUTIES.  The Company hereby employs Employee as President\nof the Company. In addition, Employee will serve as President of the\nProfessional Travel Division of USOP. As such, Employee shall have\nresponsibilities, duties and authority reasonably accorded to and expected of\nthe President of the Company. Employee will report directly to the Board of\nDirectors of the Company (the 'Board'). Employee hereby accepts this employment\nupon the terms and conditions herein contained and agrees to devote all of his\nprofessional time, attention, and efforts to promote and further the business of\nthe Company. Employee shall faithfully adhere to, execute, and fulfill all\npolicies established by the Company.\n \n    3.  COMPENSATION.  For all services rendered by Employee, the Company shall\ncompensate Employee as follows:\n \n    (a)  BASE SALARY.  Effective on the date hereof, the base salary payable to\nEmployee shall be $250,000 per year, payable on a regular basis in accordance\nwith the Company's standard payroll procedures, but not less than monthly. On at\nleast an annual basis, the Board will review Employee's performance and may make\nincreases to such base salary if, in its sole discretion, any such increase is\nwarranted.\n \n    (b)  INCENTIVE BONUS.  During the Term, Employee shall be eligible to\nreceive an incentive bonus, up to the amount, based upon the criteria, and\npayable at such times as are, specified in Exhibit A attached hereto. The\namount, manner of payment, and form of consideration, if any, shall be\ndetermined by the Board of Directors of the Company, in its sole and absolute\ndiscretion, and such determination shall be final and binding. To the extent\nthat such bonus is to be determined in light of financial performance during a\nspecified fiscal period and this Agreement commences on a date after the start\nof such fiscal period, any bonus payable in respect of such fiscal period's\nresults may be prorated. In addition, if the period of Employee's employment\nhereunder expires before the end of a fiscal period, and if Employee is eligible\nto receive a bonus at such time (such eligibility being subject to the\nrestrictions set forth in Section 6 below), any bonus payable in respect of such\nfiscal period's results may be prorated.\n\n    (c)  PERQUISITES, BENEFITS, AND OTHER COMPENSATION.  During the Term,\nEmployee shall be entitled to receive all perquisites and benefits as are\ncustomarily provided by the Company to its employees, subject to such changes,\nadditions, or deletions as the Company may make generally from time to time, as\nwell as such other perquisites or benefits as may be specified from time to time\nby the Board. In addition, the Company shall pay for or reimburse Employee for\nexpenses incurred by Employee in connection with his use of one automobile in\nconnection with his employment hereunder, said expenses not to exceed $712 per\nmonth.\n \n    4.  EXPENSE REIMBURSEMENT.  The Company shall reimburse Employee for (or, at\nthe Company's option, pay) all business travel and other out-of-pocket expenses\nreasonably incurred by Employee in the performance of his services hereunder\nduring the Term. All reimbursable expenses shall be appropriately documented in\nreasonable detail by Employee upon submission of any request for reimbursement,\nand in a format and manner consistent with the Company's expense reporting\npolicy, as well as applicable federal and state tax record keeping requirements.\n \n    5.  PLACE OF PERFORMANCE.  Employee understands that he may be requested by\nthe Company to relocate from his present residence to another geographic\nlocation in order to more efficiently carry out his duties and responsibilities\nunder this Agreement or as part of a promotion or a change in duties and\nresponsibilities. In such event, if Employee agrees to relocate, the Company\nwill provide Employee with a relocation allowance, in an amount determined by\nthe Company, to assist Employee in covering the costs of moving himself, his\nimmediate family, and their personal property and effects. The total amount and\ntype of costs to be covered shall be determined by the Company, in light of\nprevailing Company policy at the time. Notwithstanding the foregoing, if the\nCompany requests Employee to relocate, and Employee refuses, such refusal shall\nnot constitute 'cause' for termination of the Agreement. If Employee is\nterminated for such refusal, Employee shall be entitled to receive his base\nsalary at the rate then in effect for the shorter of (i) six months from the\neffective date of termination or, (ii) whatever time period is remaining under\nthe then-current period of the Term (with regard to renewals thereof).\n \n    6.  TERMINATION: RIGHTS ON TERMINATION.  Employee's employment may be\nterminated in any one of the followings ways, prior to the expiration of the\nTerm:\n \n    (a)  DEATH.  The death of Employee shall immediately terminate the Term, and\nno severance compensation shall be owed to Employee's estate.\n \n    (b)  DISABILITY.  If, as a result of incapacity due to physical or mental\nillness or injury, Employee shall have been unable to perform the material\nduties of his position on a full-time basis for a period of four consecutive\nmonths, or for a total of four months in any six-month period, then 30 days\nafter written notice to Employee (which notice may be given before or after the\nend of the aforementioned periods, but which shall not be effective earlier than\nthe last day of the applicable period), the Company may terminate Employee's\nemployment hereunder (subject to the last sentence of this Section 6(b)) if\nEmployee is unable to resume his full-time duties at the conclusion of such\nnotice period. Subject to Section 6(f) below, if Employee's employment is\nterminated as a result of Employee's disability, the Company shall continue to\npay Employee his base salary at the then-current rate for the lesser of (i) six\nmonths from the effective date of termination, or (ii) whatever time period is\nremaining under the then-current period of the Term (without regard to renewals\nthereof). Such payments shall be made in accordance with the Company's regular\npayroll cycle. If Employee has been unable to perform the material duties of his\nposition on a full-time basis for a period of four consecutive months, or for a\ntotal of four months in any six-month period, but Employee is able to perform\nthe material duties of his position on a part-time basis, the Company agrees to\nnegotiate with Employee in good faith an alternative employment arrangement\ntaking into account Employee's inability to perform his position on a full-time\nbasis. If the Company and Employee are able to agree on a new employment\narrangement in the event of Employee's disability, Employee shall continue to be\neligible to receive the option component of the incentive compensation set forth\nin the first paragraph of Exhibit A attached hereto.\n \n                                       2\n\n    (c)  TERMINATION BY THE COMPANY 'FOR CAUSE.'  The Company may terminate the\nTerm 10 days after written notice to Employee 'for cause,' which shall be: (i)\nEmployee's material breach of this Agreement, which breach is not cured within\n10 days of receipt by Employee of written notice from the Company specifying the\nbreach; (ii) Employee's gross negligence in the performance of his duties\nhereunder, intentional nonperformance or mis-performance of such duties, or\nrefusal to abide by or comply with the lawful directives of the Board, his\nsuperior officers, or the Company's policies and procedures, which actions\ncontinue for a period of at least 10 days after receipt by Employee of written\nnotice of the need to cure or cease; (iii) Employee's willful dishonesty, fraud,\nor gross misconduct with respect to the business or affairs of the Company or\nUSOP, and that in the judgment of the Company or USOP materially and adversely\naffects the operations or reputation of the Company of USOP; (iv) Employee's\nconviction of a felony or other crime involving moral turpitude; or (v)\nEmployee's abuse of alcohol or drugs (legal or illegal) that, in the Company's\njudgment, materially impairs Employee's ability to perform his duties hereunder.\nIn the event of a termination 'for cause,' as enumerated above, Employee shall\nhave no right to any severance compensation.\n \n    (d)  WITHOUT CAUSE.  At any time after the commencement of employment, the\nCompany may, without cause, terminate the Term and Employee's employment,\neffective 30 days after written notice is provided to Employee. Should Employee\nbe terminated by the Company without cause, subject to Section 6(f) below,\nEmployee shall receive from the Company without cause, subject to Section 6(f)\nbelow, Employee shall receive from the Company the base salary at the rate then\nin effect for the longer of (i) six months from the date of termination, or (ii)\nwhatever time period is remaining under the then-current period of the Term\n(without regard to renewals thereof). In addition, should Employee be terminated\nby the Company without cause or due to his refusal to relocate as described in\nSection 5 above, all unearned options for USOP stock granted to Employee as\nincentive compensation pursuant to this Agreement (as more fully set forth in\nExhibit A hereto) shall be awarded immediately and shall be deemed to be fully\nvested and exercisable upon grant and all previously earned but unvested options\nshall also vest immediately. Such payments shall be made in accordance with the\nCompany's regular payroll cycle. If Employee resigns or otherwise terminates his\nemployment for any reason or for no reason, Employee shall receive no severance\ncompensation.\n \n    (e)  PAYMENT THROUGH TERMINATION.  Upon termination of Employee's employment\nfor any reason provided above, Employee shall be entitled to receive all\ncompensation earned and all benefits and reimbursements (including payments for\naccrued vacation and sick leave, in each case in accordance with applicable\npolicies of the Company) due through the effective date of termination.\nAdditional compensation subsequent to termination, if any, will be due and\npayable to Employee only to the extent and in the manner expressly provided\nabove in this Section 6. With respect to incentive bonus compensation, Employee\nshall be entitled to receive any bonus declared but not paid prior to\ntermination. In addition, in the event of a termination by the Company under\nSection 6(b) or 6(d), Employee shall be entitled to receive incentive bonus\ncompensation through the end of the Company's fiscal year in which termination\noccurs, calculated as if Employee had remained employed by the Company through\nthe end of such fiscal year, and paid in such amounts, at such times, and in\nsuch forms as are determined pursuant to Section 3(b) above and Exhibit A\nattached hereto. Except as specified in the preceding two sentences, Employee\nshall not be entitled to receive any incentive bonus compensation after the\neffective date of termination of this employment. All other rights and\nobligations of USOP, the Company, and Employee under this Agreement shall cease\nas of the effective date of termination, except that the Company's obligations\nunder Section 11 below and Employee's obligations under Sections 7, 8, 9 and 10\nbelow shall survive such termination in accordance with their terms.\n \n    (f)  RIGHT TO OFFSET.  In the event of any termination of Employee's\nemployment under this Agreement, Employee shall have no obligation to seek other\nemployment; PROVIDED, that in the event that Employee secures employment or any\nconsulting or other similar arrangement during the period that any payment is\ncontinuing pursuant to the provisions of this Section 6, the Company shall have\nthe right to\n \n                                       3\n\nreduce the amounts to be paid hereunder by the amount of Employee's earnings\nfrom such other employment.\n \n    7.  RESTRICTION ON COMPETITION\n \n    (a) During the Term, and thereafter, if Employee continues to be employed by\nthe Company and\/or any other entity owned by or affiliated with the Company or\nUSOP on an 'at will' basis, for the duration of such period, and thereafter for\na period equal to the longer of (x) two years, or (y) the period during which\nEmployee is receiving any severance pay from the Company, Employee shall not,\ndirectly or indirectly, for himself or on behalf of or in conjunction with any\nother person, company, partnership, corporation, business, group, or other\nentity (each, a 'Person'):\n \n        (i) engage, as an officer, director, shareholder, owner, partner, joint\n    venturer, or in a managerial capacity, whether as an employee, independent\n    contractor, consultant, advisor, or sales representative, in any business\n    selling any products or services in direct competition with the Company or\n    USOP, within 100 miles of any location where the Company or USOP conducts\n    business (the 'Territory');\n \n        (ii) call upon any Person who is, at that time, within the Territory, an\n    employee of the Company or USOP for the purpose or with the intent of\n    enticing such employee away from or out of the employ of the Company or\n    USOP;\n \n        (iii) call upon any Person who or that is, at that time, or has been,\n    within one year prior to that time, a customer of the Company or USOP within\n    the Territory for the purpose of soliciting or selling products or services\n    in direct competition with the Company or USOP within the Territory; or\n \n        (iv) on Employee's own behalf or on behalf of any competitor, call upon\n    any Person who or that, during Employee's employment by the Company or USOP\n    was either called upon by the Company or USOP as prospective acquisition\n    candidate or was the subject of an acquisition analysis conducted by the\n    Company or USOP.\n \n    (b) The foregoing covenants shall not be deemed to prohibit Employee from\nacquiring as an investment not more than two percent of the capital stock of a\ncompeting business, whose stock is traded on a national securities exchange or\nthrough the automated quotation system of a registered securities association.\n \n    (c) It is further agreed that, in the event that Employee shall cease to be\nemployed by the Company or USOP and enters into a business or pursues other\nactivities that, at such time, are not in competition with the Company or USOP,\nEmployee shall not be chargeable with a violation of this Section 7 if the\nCompany or USOP subsequently enters the same (or a similar) competitive business\nor activity or commences competitive operations within 100 miles of Employee's\nnew business or activities. In addition, if Employee has no actual knowledge\nthat his actions violate the terms of this Section 7, Employee shall not be\ndeemed to have breached the restrictive covenants contained herein if, promptly\nafter being notified by the Company or USOP of such breach, Employee ceases the\nprohibited actions.\n \n    (d) For purposes of this Section 7, references to 'USOP' shall mean U.S.\nOffice Products Company, together with its subsidiaries and affiliates.\n \n    (e) The covenants in this Section 7 are severable and separate, and the\nunenforceability of any specific covenant shall not affect the provisions of any\nother covenant. If any provision of this Section 7 relating to the time period\nor geographic area of the restrictive covenants shall be declared by a court of\ncompetent jurisdiction to exceed the maximum time period or geographic area, as\napplicable, that such court deems reasonable and enforceable, said time period\nor geographic area shall be deemed to be, and thereafter shall become, the\nmaximum time period or largest geographic area that such court deems reasonable\nand enforceable and this Agreement shall automatically be considered to have\nbeen amended and revised to reflect such determination.\n \n                                       4\n\n    (f) All of the covenants in this Section 7 shall be construed as an\nagreement independent of any other provision in this Agreement, and the\nexistence of any claim or cause of action of Employee against the Company or\nUSOP, whether predicated on this Agreement or otherwise, shall not constitute a\ndefense to the enforcement by USOP or the Company of such covenants; PROVIDED,\nthat upon the failure of the Company to make any payments required under this\nAgreement, Employee may, upon 30 days' prior written notice to the Company,\nwaive his right to receive any additional compensation pursuant to this\nAgreement and engage in any activity prohibited by the covenants of this Section\n7. It is specifically agreed that the period of two years stated at the\nbeginning of this Section 7, during which the agreements and covenants of\nEmployee made in this Section 7 shall be effective, shall be computed by\nexcluding from such computation any time during which Employee is in violation\nof any provision of this Section 7.\n \n    (g) If the time period specified by this Section 7 shall be reduced by law\nor court decision, then, notwithstanding the provisions of Section 6 above,\nEmployee shall be entitled to receive from the Company his base salary at the\nrate then in effect solely for the longer of (i) the time period during which\nthe provisions of this Section 7 shall be enforceable under the provisions of\nsuch applicable law, or (ii) the time period during which Employee is not\nengaging in any competitive activity, but in no event longer than the applicable\nperiod provided in Section 6 above. If Employee is subject to a restriction on\ncompetitive activity as a party to that certain Agreement and Plan of\nReorganization, dated as of January 24, 1997, by and among USOP, the Company,\nProfessional Travel Acquisition Corp. and Employee (the 'Merger Agreement'),\nthen Employee shall abide by, and in all cases be subject to, the restrictive\ncovenants (whether in this Section 7 or in the Merger Agreement) that, in the\naggregate, impose restrictions on Employee for the longest duration and the\nbroadest geographic scope (taking into account the effect of any applicable\ncourt decisions limiting the scope or duration of such restrictions), it being\nagreed that all such restrictive covenants are supported by separate and\ndistinct consideration. This Section 7(g) shall be construed and interpreted in\nlight of the duration of the applicable restrictive covenants.\n \n    (h) Employee has carefully read and considered the provisions of this\nSection 7 and, having done so, agrees that the restrictive covenants in this\nSection 7 impose a fair and reasonable restraint on Employee and are reasonably\nrequired to protect the interests of the Company and USOP, and their respective\nofficers, directors, employees, and stockholders. It is further agreed that the\nCompany and Employee intend that such covenants be construed and enforced in\naccordance with the changing activities, business, and locations of the Company\nand USOP throughout the term of these covenants.\n \n    8.  CONFIDENTIAL INFORMATION.  Employee hereby agrees to hold in strict\nconfidence and not to disclose to any third party any of the valuable,\nconfidential, and proprietary business, financial, technical, economic, sales,\nand\/or other types of proprietary business information relating to the Company\nand\/or USOP (including all trade secrets), in whatever form, whether oral,\nwritten, or electronic (collectively, the 'Confidential Information'), to which\nEmployee has, or is given (or has had or been given), access as a result of his\nemployment by the Company. It is agreed that the Confidential Information is\nconfidential and proprietary to the Company and\/or USOP because such\nConfidential Information encompasses technical know-how, trade secrets, or\ntechnical, financial, organizational, sales, or other valuable aspects of the\nCompany's and USOP's business and trade, including, without limitation,\ntechnologies, products, processes, plans, clients, personnel, operations, and\nbusiness activities. This restriction shall not apply to any Confidential\nInformation that (a) becomes known generally to the public through no fault of\nEmployee; (b) is required by applicable law, legal process, or any order or\nmandate of a court or other governmental authority to be disclosed; or (c) is\nreasonably believed by Employee, based upon the advice of legal counsel, to be\nrequired to be disclosed in defense of a lawsuit or other legal or\nadministrative action brought against Employee; PROVIDED, that in the case of\nclauses (b) or (c), Employee shall give the Company reasonable advance written\nnotice of the Confidential Information intended to be disclosed and the reasons\nand circumstances surrounding such disclosure, in order to permit the Company to\nseek a protective order or other appropriate request for confidential treatment\nof the applicable Confidential Information.\n \n                                       5\n\n    9.  INVENTIONS.  Employee shall disclose promptly to the Company and USOP\nany and all significant conceptions and ideas for inventions, improvements, and\nvaluable discoveries, whether patentable or not, that are conceived or made by\nEmployee, solely or jointly with another, during the period of employment or\nwithin one year thereafter, and that are directly related to the business or\nactivities of the Company or USOP and that Employee conceives as a result of his\nemployment by the Company, regardless of whether or not such ideas, inventions,\nor improvements qualify as 'works for hire.' Employee hereby assigns and agrees\nto assign all his interests therein to the Company or its nominee. Whenever\nrequested to do so by the Company, Employee shall execute any and all\napplications, assignments, or other instruments that the Company shall deem\nnecessary to apply for and obtain Letters Patent of the United States or any\nforeign country or to otherwise protect the Company's interest therein.\n \n    10.  RETURN OF COMPANY PROPERTY.  Promptly upon termination of Employee's\nemployment by the Company for any reason or no reason, Employee or Employee's\npersonal representative shall return to the Company (a) all Confidential\nInformation; (b) all other records, designs, patents, business plans, financial\nstatements, manuals, memoranda, lists, correspondence, reports, records, charts,\nadvertising materials, and other data or property delivered to or compiled by\nEmployee by or on behalf of the Company, USOP or their respective\nrepresentatives, vendors, or customers that pertain to the business of the\nCompany or USOP, whether in paper, electronic, or other form; and (c) all keys,\ncredit cards, vehicles, and other property of the Company or USOP. Employee\nshall not retain or cause to be retained any copies of the foregoing. Employee\nhereby agrees that all of the foregoing shall be and remain the property of the\nCompany or USOP, as the case may be, and be subject at all times to their\ndiscretion and control.\n \n    11.  NO PRIOR AGREEMENTS.  Employee hereby represents and warrants to the\nCompany that the execution of this Agreement by Employee, his employment by the\nCompany, and the performance of his duties hereunder will not violate or be a\nbreach of any agreement with a former employer, client, or any other Person.\nFurther, Employee agrees to indemnify and hold harmless the Company and its\nofficers, directors, and representatives for any claim, including, but not\nlimited to, reasonable attorney's fees and expenses of investigation, of any\nsuch third party that such third party may now have or may hereafter come to\nhave against the Company or such other persons, based upon or arising out of any\nnon-competition agreement, invention, secrecy, or other agreement between\nEmployee and such third party that was in existence as of the date of this\nAgreement. To the extent that Employee had any oral or written employment\nagreement or understanding with the Company, this Agreement shall automatically\nsupersede such agreement or understanding, and upon execution of this Agreement\nby Employee and the Company, such prior agreement or understanding automatically\nshall be deemed to have been terminated and shall be null and void.\n \n    12.  ASSIGNMENT: BINDING EFFECT.  Employee understands that he has been\nselected for employment by the Company on the basis of his personal\nqualifications, experience, and skills. Employee agrees, therefore, that he\ncannot assign all or any portion of his performance under this Agreement. This\nAgreement may not be assigned or transferred by the Company without the prior\nwritten consent of Employee. Subject to the preceding two sentences, this\nAgreement shall be binding upon, inure to the benefit of, and be enforceable by\nthe parties hereto and their respective heirs, legal representatives,\nsuccessors, and assigns. Notwithstanding the foregoing, if Employee accepts\nemployment with a subsidiary or affiliate of USOP other than the Company, unless\nEmployee and his new employer agree otherwise in writing, this Agreement shall\nautomatically be deemed to have been assigned to such new employer (which shall\nthereafter be an additional or substitute beneficiary of the covenants contained\nherein, as appropriate), with the consent of Employee, such assignment shall be\nconsidered a condition of employment by such new employer, and references to the\n'Company' in this Agreement shall be deemed to refer to such new employer. If\nthe Company is merged with or into another subsidiary or affiliate of USOP, such\naction shall not be considered to cause an assignment of this Agreement, and the\nsurviving or successor entity shall become the beneficiary of this Agreement and\nall references to the 'Company' shall be deemed to\n \n                                       6\n\nrefer to such surviving or successor entity. It is intended that USOP will be a\nthird-party beneficiary of the rights of the Company under this Agreement. No\nother Person shall be a third-party beneficiary.\n \n    13.  COMPLETE AGREEMENT: WAIVER; AMENDMENT.  This Agreement is not a promise\nof future employment. Employee has no oral representations, understandings, or\nagreements with the Company or any of its officers, directors, or\nrepresentatives covering the same subject matter as this Agreement. This\nAgreement together with the Merger Agreement, is the final, complete, and\nexclusive statement and expression of the agreement between the Company and\nEmployee with respect to the subject matter hereof and thereof, and cannot be\nvaried, contradicted, or supplemented by evidence of any prior or\ncontemporaneous oral or written agreements. This written Agreement may not be\nlater modified except by a further writing signed by a duly authorized officer\nof the Company and Employee, and no term of this Agreement may be waived except\nby a writing signed by the party waiving the benefit of such term.\n \n    14.  NOTICE.  Whenever any notice is required hereunder, it shall be given\nin writing addressed as follows:\n \n\n                                    \nTo the Company:                        Professional Travel Corporation\n                                       84 Inverness Circle East\n                                       Englewood, Colorado 80155\n                                       Attention: President\n \nwith a copy to:                        U.S. Office Products Company\n                                       1025 Thomas Jefferson St., N.W.,\n                                       Suite 600E\n                                       Washington, D.C. 20007\n                                       Attn: Mark D. Director, Esq.\n \nTo Employee:                           Edward S. Adams\n                                       5401 South Race Court\n                                       Greenwood Village, Colorado 80121\n\n \nNotice shall be deemed given and effective three days after the deposit in the\nU.S. mail of a writing addressed as above and sent first class mail, certified,\nreturn receipt requested, or, if sent by express delivery, hand delivery, or\nfacsimile, when actually received. Either party may change the address for\nnotice by notifying the other party of such change in accordance with this\nSection 15.\n \n    16.  SEVERABILITY: HEADINGS.  If any portion of this Agreement is held\ninvalid or inoperative, the other portions of this Agreement shall be deemed\nvalid and operative and, so far as is reasonable and possible, effect shall be\ngiven to the intent manifested by the portion held invalid or inoperative. This\nseverability provision shall be in addition to, and not in place of, the\nprovisions of Section 7(e) above. The paragraph headings herein are for\nreference purposes only and are not intended in any way to describe, interpret,\ndefine or limit the extent or intent of the Agreement or of any part hereof.\n \n    17.  EQUITABLE REMEDY.  Because of the difficulty of measuring economic\nlosses to the Company and\/ or USOP as a result of a breach of the restrictive\ncovenants set forth in Sections 7, 8, 9 and 10, and because of the immediate and\nirreparable damage that would be caused to the Company and\/or USOP for which\nmonetary damages would not be a sufficient remedy, it is hereby agreed that in\naddition to all other remedies that may be available to the Company or USOP at\nlaw or in equity, the Company and USOP shall be entitled to specific performance\nand any injunctive or other equitable relief as a remedy for any breach or\nthreatened breach of the aforementioned restrictive covenants.\n \n    18.  ARBITRATION.  Any unresolved dispute or controversy arising under or in\nconnection with this Agreement shall be settled exclusively by arbitration\nconducted in accordance with the rules of the American Arbitration Association\nthen in effect. The arbitrators shall not have the authority to add to, detract\nfrom, or modify any provision thereof nor to award punitive damages to any\ninjured party. A decision by a majority of the arbitration panel shall be final\nand binding. Judgment may be entered on the\n \n                                       7\n\narbitrators' award in any court having jurisdiction. The direct expense of any\narbitration proceeding shall be borne by the Company. Each party shall bear its\nown counsel fees. The arbitration proceeding shall be held in the city where the\nCompany is located. Notwithstanding the foregoing, the Company and\/or USOP shall\nbe entitled to seek injunctive or other equitable relief, as contemplated by\nSection 17 above, from any court of competent jurisdiction, without the need to\nresort to arbitration.\n \n    19.  GOVERNING LAW.  This Agreement shall in all respects be construed\naccording to the laws of Colorado, without regard to its conflict of laws\nprinciples.\n \n    IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be duly\nexecuted as of the date first written above.\n \n                                PROFESSIONAL TRAVEL CORPORATION\n \n                                By:            \/s\/ ROBERT C. GRIFFITH\n                                     ------------------------------------------\n                                              Robert C. Griffith, CPA\n                                                  VICE PRESIDENT,\n                                              FINANCE &amp; ADMINISTRATION\n \nEMPLOYEE: \/s\/ EDWARD S. ADAMS\n               Edward S. Adams\n \n                                       8\n\n                                   EXHIBIT A\n \n    Employee shall be eligible to receive options to purchase up to a total of\n400,000 shares of USOP Common Stock, to be awarded under USOP's 1994 Amended and\nRestated Long-Term Incentive Plan. The options shall be earned in increments of\n40,000 shares, for each $10 million of additional commission revenue added to\nUSOP's Professional Travel Division after the Closing (as defined in the Merger\nAgreement), using the Company's December 31, 1996 revenue (equal to $19,571,500)\nas a benchmark. The exercise price of the options shall be the closing price of\nUSOP Common Stock, as reported on the Nasdaq National Market on the date on\nwhich such options are granted. The options shall have a ten-year term and shall\nvest 25% per year over the first four years after the date of grant. Employee\nmay, at his discretion, request that any or all of such options granted\nhereunder be granted to members of the Company's executive management team,\nprovided that such request is made in writing to USOP at least 10 days prior to\nthe date of the grant. The determination of when sufficient commission revenue\nhas been achieved to entitle Employee to receive options under this program\nshall be made by USOP, in accordance with its standard accounting policies and\nas set forth herein. Six months following the closing of an acquisition by USOP\nof another company in USOP's Professional Travel Division, commission revenue\nadded in such six month period attributable to such acquisition shall be\nannualized to determine annual commission revenue contributed by that\nacquisition for purposes of assessing options to be awarded with respect to that\nacquisition. Otherwise, commission revenue growth in USOP's Professional Travel\nDivision shall be measured at least annually. In addition, USOP shall retain\ncomplete and final discretion regarding the terms and conditions of, and final\ndecision of whether to proceed with, any proposed acquisition within the\ndivision, in light of USOP's overall financial and business goals and\nobjectives. For purposes of calculating commission revenue in connection with\ndetermining the amount of Employee's incentive bonus hereunder, the Company\nshall include the commission revenue of all companies in the travel industry\nacquired by USOP, regardless of whether such acquisitions are made through the\nProfessional Travel Division.\n \n    In addition to the foregoing, under USOP's Incentive Bonus Plan, Employee\nwill be eligible to earn up to 100% of Employee's base salary in bonus\ncompensation, payable out of a bonus pool determined solely in the discretion of\nthe Board of Directors of USOP or a compensation committee thereof, depending\nupon the achievement of specified criteria and payable in the form of cash,\nstock options, or other non-cash awards, in such proportions, and in such forms,\nas are determined solely by the Board of Directors of USOP or a compensation\ncommittee thereof. Bonuses under the Incentive Bonus Plan will be determined by\nmeasuring Employee's performance, the Company's performance and USOP's\nperformance based on criteria, weighted and measured against target performance\nlevels established by the Board of Directors of USOP or such compensation\ncommittee.\n \n                                       9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6949,8307],"corporate_contracts_industries":[9501,9525],"corporate_contracts_types":[9539,9544],"class_list":["post-39481","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-brm-holdings-inc","corporate_contracts_companies-navigant-international-inc","corporate_contracts_industries-retail__misc","corporate_contracts_industries-transportation__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39481","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39481"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39481"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39481"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39481"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}