5. Other Compensation and Fringe Benefits. In addition to any executive bonus,pension, deferred compensation and long-term incentive plans which Company or an affiliate ofCompany may from time to time make available to Employee, Employee shall be entitled to thefollowing during the Employment Term: (a) the standard Company benefits enjoyed by Company’s other top executives as agroup;  (b) medical and other insurance coverage (for Employee and any covered dependents)provided by Company to its other top executives as a group;  (c) supplemental disability insurance sufficient to provide two-thirds ofEmployee’s pre-disability Annual Base Salary;  (d) an annual incentive bonus opportunity under Company’s annual incentive plan(“Annual Bonus Plan”) with such opportunity to be earned based upon attainmentof performance objectives established by the Board or Committee (“AnnualBonus”). Employee’s target Annual Bonus under the Annual Bonus Plan shall be noless than 100% of Employee’s Annual Base Salary, with a maximum of up to 200% ofEmployee’s Annual Base Salary (collectively, the target and maximum are referred to asthe “Annual Bonus Opportunity”). Employee’s Annual Bonus Opportunity may beperiodically reviewed and increased (but not decreased without Employee’s expresswritten consent) at the discretion of the Committee, Board or CEO. The Annual Bonusshall be paid no later than the March 15th first following the calendar yearto which the Annual Bonus relates. Unless provided otherwise herein or the Board orCommittee determines otherwise, no Annual Bonus shall be paid to Employee unlessEmployee is employed by Company, or an affiliate thereof, on the Annual Bonus paymentdate; and  (e) participation in Company’s equity incentive plans.     6. Vacation. For and during each calendar year within the Employment Term, Employeeshall be entitled to reasonable paid vacation periods consistent with Employee’s position and inaccordance with Company’s standard policies, or as the CEO, Board or Committee may approve. Inaddition, Employee shall be entitled to such holidays consistent with Company’s standard policiesor as the CEO, Board or Committee may approve.     7. Expense Reimbursement. In addition to the compensation and benefits providedherein, Company shall, upon receipt of appropriate documentation, reimburse Employee each month forhis reasonable travel, lodging, entertainment, promotion and other ordinary and necessary businessexpenses to the extent such reimbursement is permitted under Company’s expense reimbursementpolicy.     8. Termination of Employment. Company or Employee may terminate Employee’s employmentat any time and for any reason in accordance with Subsection 8(a) below. The Employment Term shallbe deemed to have ended on the last day of Employee’s employment. The Employment Term shallterminate automatically upon Employee’s death.
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 (a) Notice of Termination. Any purported termination of Employee’semployment (other than by reason of death) shall be communicated by written Notice ofTermination (as defined herein) from one party to the other in accordance with thenotice provisions contained in Section 25. For purposes of this Agreement, a“Notice of Termination” shall mean a notice that indicates the Date ofTermination (as that term is defined in Subsection 8(b)) and, with respect to atermination due to Cause (as that term is defined in Subsection 8(d)), Disability (asthat term is defined in Subsection 8(e)) or Good Reason (as that term is defined inSubsection 8(f)), sets forth in reasonable detail the facts and circumstances that arealleged to provide a basis for such termination. A Notice of Termination from Companyshall specify whether the termination is with or without Cause or due to Employee’sDisability. A Notice of Termination from Employee shall specify whether the terminationis with or without Good Reason or due to Disability.  (b) Date of Termination. For purposes of this Agreement, “Date ofTermination” shall mean the date specified in the Notice of Termination (but in noevent shall such date be earlier than the thirtieth (30th) day following thedate the Notice of Termination is given) or the date of Employee’s death.  (c) No Waiver. The failure to set forth any fact or circumstance in aNotice of Termination, which fact or circumstance was not known to the party giving theNotice of Termination when the notice was given, shall not constitute a waiver of theright to assert such fact or circumstance in an attempt to enforce any right under orprovision of this Agreement.  (d) Cause. For purposes of this Agreement, a termination for“Cause” means a termination by Company based upon Employee’s: (i) persistentfailure to perform duties consistent with a commercially reasonable standard of care(other than due to a physical or mental impairment or due to an action or inactiondirected by Company that would otherwise constitute Good Reason); (ii) willful neglectof duties (other than due to a physical or mental impairment or due to an action orinaction directed by Company that would otherwise constitute Good Reason); (iii)conviction of, or pleading nolo contendere to, criminal or other illegal activitiesinvolving dishonesty; (iv) material breach of this Agreement; or (v) failure tomaterially cooperate with or impeding an investigation authorized by the Board.  (e) Disability. For purposes of this Agreement, a termination based upon“Disability” means a termination by Company based upon Employee’s entitlementto long-term disability benefits under Company’s long-term disability plan or policy,as the case may be, as in effect on the Date of Termination.  (f) Good Reason. For purposes of this Agreement, a termination for“Good Reason” means a termination by Employee during the Employment Term basedupon the occurrence (without Employee’s express written consent) of any of thefollowing:
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 (i) a material diminution in Employee’s position or title, or theassignment of duties to Employee that are materially inconsistent withEmployee’s position or title;  (ii) a material diminution in Employee’s Annual Base Salary orAnnual Bonus Opportunity;  (iii) within six (6) months immediately preceding or within two (2)years immediately following a Change in Control: (A) a material adverse changein Employee’s status, authority or responsibility (e.g., the Company hasdetermined that a change in the department or functional group over whichEmployee has managerial authority would constitute such a material adversechange); (B) a change in the person to whom Employee reports that results in amaterial adverse change to the Employee’s service relationship or theconditions under which Employee performs his duties; (C) a material adversechange in the position to whom Employee reports or a material diminution in theauthority, duties or responsibilities of that position; (D) a materialdiminution in the budget over which Employee has managing authority; or (E) amaterial change in the geographic location of Employee’s principal place ofemployment, which is currently Jacksonville, Florida (e.g., the Company hasdetermined that a relocation of more than thirty-five (35) miles wouldconstitute such a material change); or  (iv) a material breach by the Company of any of its obligationsunder this Agreement.Notwithstanding the foregoing, Employee being placed on a paid leave for up to sixty (60) dayspending a determination of whether there is a basis to terminate Employee for Cause shall notconstitute Good Reason. Employee’s continued employment shall not constitute consent to, or awaiver of rights with respect to, any act or failure to act constituting Good Reason hereunder;provided, however, that no such event described above shall constitute Good Reason unless: (1)Employee gives Notice of Termination to Company specifying the condition or event relied upon forsuch termination either: (x) within ninety (90) days of the initial existence of such event; or (y)in the case of an event predating a Change in Control, within ninety (90) days of the Change inControl; and (2) Company fails to cure the condition or event constituting Good Reason withinthirty (30) days following receipt of Employee’s Notice of Termination.     9. Obligations of Company Upon Termination. (a) Termination by Company for a Reason Other than Cause, Death or Disabilityand Termination by Employee for Good Reason. If Employee’s employment isterminated by: (1) Company for any reason other than Cause, Death or Disability; or (2)Employee for Good Reason: (i) Company shall pay Employee the following (for the avoidance ofdoubt, the amounts payable under this Section 9(a)(i) shall be referred to
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   collectively as the “Accrued Obligations”): (A) within five (5)business days after the Date of Termination, any earned but unpaid AnnualBase Salary; (B) within a reasonable time following submission of allapplicable documentation, any expense reimbursement payments owed toEmployee for expenses incurred prior to the Date of Termination; and (C) nolater than March 15th of the year in which the Date of Termination occurs,any earned but unpaid Annual Bonus payments relating to the prior calendaryear; (ii) Company shall pay Employee no later than March 15thof the calendar year following the year in which the Date of Terminationoccurs, a prorated Annual Bonus based upon the actual Annual Bonus that wouldhave been earned by Employee for the year in which the Date of Terminationoccurs (based upon the target Annual Bonus opportunity in the year in which theDate of Termination occurred, or the prior year if no target Annual Bonusopportunity has yet been determined, and the actual satisfaction of theapplicable performance measures, but ignoring any requirement under the AnnualBonus plan that Employee must be employed on the payment date) multiplied bythe percentage of the calendar year completed before the Date of Termination;  (iii) Company shall pay Employee, within thirty (30) business daysafter the Date of Termination, a lump-sum payment equal to 200% of the sum of:(A) Employee’s Annual Base Salary in effect immediately prior to the Date ofTermination (disregarding any reduction in Annual Base Salary to which Employeedid not expressly consent in writing); and (B) the highest Annual Bonus paid toEmployee by Company within the three (3) years preceding his termination ofemployment or, if higher, the target Annual Bonus opportunity in the year inwhich the Date of Termination occurs;  (iv) All stock option, restricted stock and other equity-basedincentive awards granted by Company that were outstanding but not vested as ofthe Date of Termination shall become immediately vested and/or payable, as thecase may be; unless the equity incentive awards are based upon satisfaction ofperformance criteria; in which case, they will only vest pursuant to theirexpress terms; and  (v) As long as Employee pays the full monthly premiums for COBRAcoverage, Company shall provide Employee and, as applicable, Employee’seligible dependents with continued medical and dental coverage, on the samebasis as provided to Company’s active executives and their dependents until theearlier of: (i) three (3) years after the Date of Termination; or (ii) the dateEmployee is first eligible for medical and dental coverage (withoutpre-existing condition limitations) with a subsequent employer. In addition,within thirty (30) business days after the Date of Termination, Company shallpay Employee a lump sum cash payment equal to thirty-six monthly medical anddental COBRA
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   premiums based on the level of coverage in effect for the Employee (e.g.,employee only or family coverage) on the Date of Termination. (b) Termination by Company for Cause and by Employee without Good Reason.If Employee’s employment is terminated by Company for Cause or by Employee without GoodReason, Company’s only obligation under this Agreement shall be payment of any AccruedObligations.  (c) Termination due to Death or Disability. If Employee’s employment isterminated due to death or Disability, Company shall pay Employee (or to Employee’sestate or personal representative in the case of death), within thirty (30) businessdays after the Date of Termination: (i) any Accrued Obligations; plus (ii) a proratedAnnual Bonus based upon the target Annual Bonus opportunity in the year in which theDate of Termination occurred (or the prior year if no target Annual Bonus opportunityhas yet been determined) multiplied by the percentage of the calendar year completedbefore the Date of Termination; plus (iii) the unpaid portion of the Annual Base Salaryfor the remainder of the Employment Term.  (d) Definition of Change in Control. For purposes of this Agreement, theterm “Change in Control” shall mean that the conditions set forth in any one ofthe following subsections shall have been satisfied: (i) the acquisition, directly or indirectly, by any “person”(within the meaning of Section 3(a)(9) of the Securities and Exchange Act of1934, as amended (the “Exchange Act”) and used in Sections 13(d) and14(d) thereof) of “beneficial ownership” (within the meaning of Rule13d-3 of the Exchange Act) of securities of Company possessing more than 50% ofthe total combined voting power of all outstanding securities of Company;  (ii) a merger or consolidation in which Company is not the survivingentity, except for a transaction in which the holders of the outstanding votingsecurities of Company immediately prior to such merger or consolidation hold,in the aggregate, securities possessing more than 50% of the total combinedvoting power of all outstanding voting securities of the surviving entityimmediately after such merger or consolidation;  (iii) a reverse merger in which Company is the surviving entity butin which securities possessing more than 50% of the total combined voting powerof all outstanding voting securities of Company are transferred to or acquiredby a person or persons different from the persons holding those securitiesimmediately prior to such merger;  (iv) during any period of two (2) consecutive years during theEmployment Term or any extensions thereof, individuals, who, at the beginningof such period, constitute the Board, cease for any reason to constitute atleast a majority thereof, unless the election of each director who was not adirector at the beginning of such period has been approved in advance by
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   directors representing at least two-thirds of the directors then in officewho were directors at the beginning of the period; (v) the sale, transfer or other disposition (in one transaction ora series of related transactions) of assets of Company that have a total fairmarket value equal to or more than one-third of the total fair market value ofall of the assets of Company immediately prior to such sale, transfer or otherdisposition, other than a sale, transfer or other disposition to an entity (x)which immediately following such sale, transfer or other disposition owns,directly or indirectly, at least 50% of Company’s outstanding voting securitiesor (y) 50% or more of whose outstanding voting securities is immediatelyfollowing such sale, transfer or other disposition owned, directly orindirectly, by Company. For purposes of the foregoing clause, the sale ofstock of a subsidiary of Company (or the assets of such subsidiary) shall betreated as a sale of assets of Company; or  (vi) the approval by the stockholders of a plan or proposal for theliquidation or dissolution of Company. (e) Six-Month Delay. To the extent Employee is a “specifiedemployee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of1986, as amended (the “Code”) and the regulations and other guidancepromulgated thereunder and any elections made by the Company in accordance therewith,notwithstanding the timing of payment provided in any other Section of this Agreement,no payment, distribution or benefit under this Agreement that constitutes adistribution of deferred compensation (within the meaning of Treasury RegulationSection 1.409A-1(b)) upon separation from service (within the meaning of TreasuryRegulation Section 1.409A-1(h)), after taking into account all available exemptions,that would otherwise be payable during the six-month period after separation fromservice, will be made during such six-month period, and any such payment, distributionor benefit will instead be paid on the first business day after such six-month period.     10. Excise Tax Gross-up Payments. (a) If any payments or benefits paid or provided or to be paid or provided toEmployee or for his benefit pursuant to the terms of this Agreement or otherwise inconnection with, or arising out of, his employment with Company or its subsidiaries orthe termination thereof (a “Payment” and, collectively, the “Payments”)would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999of the Code, then, except as otherwise provided in this Subsection 10(a), Employee willbe entitled to receive an additional payment (a “Gross-Up Payment”) in anamount such that, after payment by Employee of all income taxes, all employment taxesand any Excise Tax imposed upon the Gross-Up Payment (including any related interestand penalties), Employee retains an amount of the Gross-Up Payment equal to the ExciseTax (including any related interest and penalties) imposed upon the Payments.Notwithstanding the
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   foregoing, if the amount of the Payments does not exceed by more than 3% the amountthat would be payable to Employee if the Payments were reduced to one dollar lessthan what would constitute a “parachute payment” under Section 280G of the Code (the“Scaled Back Amount”), then the Payments shall be reduced, in a mannerdetermined by Employee, to the Scaled Back Amount, and Employee shall not beentitled to any Gross-Up Payment. (b) An initial determination of (i) whether a Gross-Up Payment is required pursuantto this Agreement, and, if applicable, the amount of such Gross-Up Payment or (ii)whether the Payments must be reduced to the Scaled Back Amount and, if so, the amountof such reduction, will be made at Company’s expense by an accounting firm selected byCompany. The accounting firm will provide its determination, together with detailedsupporting calculations and documentation, to Company and Employee within ten (10)business days after the date of termination of Employee’s employment, or such othertime as may be reasonably requested by Company or Employee. If the accounting firmdetermines that no Excise Tax is payable by Employee with respect to a Payment orPayments, it will furnish Employee with an opinion to that effect. If a Gross-UpPayment becomes payable, such Gross-Up Payment will be paid by Company to Employeewithin thirty (30) business days of the receipt of the accounting firm’s determination.If a reduction in Payments is required, such reduction shall be effectuated withinthirty (30) business days of the receipt of the accounting firm’s determination. Withinten (10) business days after the accounting firm delivers its determination toEmployee, Employee will have the right to dispute the determination. The existence of adispute will not in any way affect Employee’s right to receive a Gross-Up Payment inaccordance with the determination. If there is no dispute, the determination will bebinding, final, and conclusive upon Company and Employee. If there is a dispute,Company and Employee will together select a second accounting firm, which will reviewthe determination and Employee’s basis for the dispute and then will render its owndetermination, which will be binding, final, and conclusive on Company and on Employeefor purposes of determining whether a Gross-Up Payment is required pursuant to thisSubsection 10(b) or whether a reduction to the Scaled Back Amount is required, as thecase may be. If as a result of any dispute pursuant to this Subsection 10(b) aGross-Up Payment is made or additional Gross-Up Payments are made, such Gross-UpPayment(s) will be paid by Company to Employee within thirty (30) business days of thereceipt of the second accounting firm’s determination. Company will bear all costsassociated with the second accounting firm’s determination, unless such determinationdoes not result in additional Gross-Up Payments to Employee or unless suchdetermination does not mitigate the reduction in Payments required to arrive at theScaled Back Amount, in which case all such costs will be borne by Employee.  (c) For purposes of determining the amount of the Gross-Up Payment and, ifapplicable, the Scaled Back Amount, Employee will be deemed to pay federal income taxesat the highest marginal rate of federal income taxation in the calendar year in whichthe Gross-Up Payment is to be made or the Scaled Back
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   Amount is determined, as the case may be, and applicable state and local incometaxes at the highest marginal rate of taxation in the state and locality ofEmployee’s residence on the date of termination of Employee’s employment, net of themaximum reduction in federal income taxes that would be obtained from deduction ofthose state and local taxes. (d) As a result of the uncertainty in the application of Section 4999 of the Code,it is possible that Gross-Up Payments which will not have been made by Company shouldhave been made, Employee’s Payments will be reduced to the Scaled Back Amount when theyshould not have been or Employee’s Payments are reduced to a greater extent than theyshould have been (an “Underpayment”) or Gross-Up Payments are made by Companywhich should not have been made, Employee’s Payments are not reduced to the Scaled BackAmount when they should have been or they are not reduced to the extent they shouldhave been (an “Overpayment”). If it is determined that an Underpayment hasoccurred, the accounting firm shall determine the amount of the Underpayment that hasoccurred and any such Underpayment (together with interest at the rate provided inSection 1274(b)(2)(B) of the Code) shall be promptly paid by Company to or for thebenefit of Employee. If it is determined that an Overpayment has occurred, theaccounting firm shall determine the amount of the Overpayment that has occurred and anysuch Overpayment (together with interest at the rate provided in Section 1274(b)(2) ofthe Code) shall be promptly paid by Employee (to the extent he has received a refund ifthe applicable Excise Tax has been paid to the Internal Revenue Service) to or for thebenefit of Company; provided, however, that if Company determines that such repaymentobligation would be or result in an unlawful extension of credit under Section 13(k) ofthe Exchange Act, repayment shall not be required. Employee shall cooperate, to theextent his expenses are reimbursed by Company, with any reasonable requests by Companyin connection with any contest or disputes with the Internal Revenue Service inconnection with the Excise Tax.  (e) Employee shall notify Company in writing of any claim by the Internal RevenueService that, if successful, would require a payment resulting in an Underpayment. Suchnotification shall be given as soon as practicable but no later than ten (10) businessdays after Employee is informed in writing of such claim and shall apprise Company ofthe nature of such claim and the date on which such claim is requested to be paid.Employee shall not pay such claim prior to the expiration of the thirty (30) day periodfollowing the date on which he gives such notice to Company (or such shorter periodending on the date that any payment of taxes with respect to such claim is due). IfCompany notifies Employee in writing prior to the expiration of such period that itdesires to contest such claim, Employee shall: (i) give Company any informationreasonably requested by Company relating to such claim; (ii) take such action inconnection with contesting such claim as Company shall reasonably request in writingfrom time to time, including, without limitation, accepting legal representation withrespect to such claim by an attorney reasonably selected by Company; (iii) cooperatewith Company in good faith in order effectively to contest such claim; and (iv) permit
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   Company to participate in any proceeding relating to such claim; provided, however,that Company shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with such contest andshall indemnify and hold Employee harmless, on an after-tax basis, for any ExciseTax or income tax (including related interest and penalties) imposed as a result ofsuch representation and payment of costs and expenses. Without limitation on theforegoing provisions of this Subsection 10(e), Company shall control all proceedingstaken in connection with such contest and, at its sole option, may pursue or forgoany and all administrative appeals, proceedings, hearings and conferences with thetaxing authority in respect of such claim and may, at its sole option, either directEmployee to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and Employee agrees to prosecute such contest to a determinationbefore any administrative tribunal, in a court of initial jurisdiction and in one ormore appellate courts, as Company shall determine; provided, however, that ifCompany directs Employee to pay such claim and sue for a refund, Company shalladvance the amount of such payment to Employee, on an interest-free basis and shallindemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax orincome tax (including related interest or penalties) imposed with respect to suchadvance or with respect to any imputed income with respect to such advance.Company’s control of the contest shall be limited to issues that may impact Gross-UpPayments or reduction in Payments under this Section 10, and Employee shall beentitled to settle or contest, as the case may be, any other issue raised by theInternal Revenue Service or any other taxing authority. (f) If, after the receipt by Employee of an amount advanced by Company pursuant toSubsection 10(e), Employee becomes entitled to receive any refund with respect to suchclaim, Employee shall (subject to Company’s complying with the requirements ofSubsection 10(e)) promptly pay to Company the amount of such refund (together with anyinterest paid or credited thereon after taxes applicable thereto). If, after thereceipt by Employee of an amount advanced by Company pursuant to Subsection 10(e), adetermination is made that Employee shall not be entitled to any refund with respect tosuch claim and Company does not notify Employee in writing of its intent to contestsuch denial of refund prior to the expiration of thirty (30) days after suchdetermination, then such advance shall be forgiven and shall not be required to berepaid.  (g) Any payment under this Section 10 must be made by Company no later than the endof the Employee’s tax year following the Employee’s tax year in which the Employeeremits the related tax payments.     11. Non-Delegation of Employee’s Rights. The obligations, rights and benefits ofEmployee hereunder are personal and may not be delegated, assigned or transferred in any mannerwhatsoever, nor are such obligations, rights or benefits subject to involuntary alienation,assignment or transfer.
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     12. Confidential Information. Employee acknowledges that he will occupy a position oftrust and confidence and will have access to and learn substantial information about Company andits affiliates and their operations that is confidential or not generally known in the industryincluding, without limitation, information that relates to purchasing, sales, customers, marketing,and the financial positions and financing arrangements of Company and its affiliates. Employeeagrees that all such information is proprietary or confidential, or constitutes trade secrets andis the sole property of Company and/or its affiliates, as the case may be. Employee will keepconfidential, and will not reproduce, copy or disclose to any other person or firm, any suchinformation or any documents or information relating to Company’s or its affiliates’ methods,processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence orrecords, or any other documents used or owned by Company or any of its affiliates, nor willEmployee advise, discuss with or in any way assist any other person, firm or entity in obtaining orlearning about any of the items described in this Section 12. Accordingly, Employee agrees thatduring the Employment Term and at all times thereafter he will not disclose, or permit or encourageanyone else to disclose, any such information, nor will he utilize any such information, eitheralone or with others, outside the scope of his duties and responsibilities with Company and itsaffiliates.     13. Non-Competition. (a) During Employment Term. Employee agrees that, during the EmploymentTerm, he will devote such business time, attention and energies reasonably necessary tothe diligent and faithful performance of the services to Company and its affiliates,and he will not engage in any way whatsoever, directly or indirectly, in any businessthat is a direct competitor with Company’s or its affiliates’ principal business, norsolicit customers, suppliers or employees of Company or affiliates on behalf of, or inany other manner work for or assist any business which is a direct competitor withCompany’s or its affiliates’ principal business. In addition, during the EmploymentTerm, Employee will undertake no planning for or organization of any business activitycompetitive with the work he performs as an employee of Company, and Employee will notcombine or conspire with any other employee of Company or any other person for thepurpose of organizing any such competitive business activity.  (b) After Employment Term. The parties acknowledge that Employee willacquire substantial knowledge and information concerning the business of Company andits affiliates as a result of his employment. The parties further acknowledge that thescope of business in which Company and its affiliates are engaged as of the EffectiveDate is national and very competitive and one in which few companies can successfullycompete. Competition by Employee in that business after the Employment Term wouldseverely injure Company and its affiliates. Accordingly, for a period of one (1) yearafter Employee’s employment terminates for any reason whatsoever, except as otherwisestated herein below, Employee agrees: (1) not to become an employee, consultant,advisor, principal, partner or substantial shareholder of any firm or business thatdirectly competes with Company or its affiliates in their principal products andmarkets; and (2), on behalf of any such competitive firm or business, not to solicitany person or
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   business that was at the time of such termination and remains a customer orprospective customer, a supplier or prospective supplier, or an employee of Companyor an affiliate. Notwithstanding any of the foregoing provisions to the contrary,Employee shall not be subject to the restrictions set forth in this Subsection 13(b)if: (i) Employee’s employment is terminated by Company without Cause; (ii) Employeeterminates employment for Good Reason; or (iii) Employee’s employment is terminatedas a result of Company’s unwillingness to extend the Employment Term.  (c) Exclusion. Working, directly or indirectly, for any of the followingentities shall not be considered competitive to Company or its affiliates for thepurpose of this Section 13: (i) Fidelity National Financial, Inc., its affiliates ortheir successors; and (ii) Fidelity National Information Services, Inc., its affiliatesor their successors.     14. Return of Company Documents. Upon termination of the Employment Term, Employeeshall return immediately to Company all records and documents of or pertaining to Company or itsaffiliates and shall not make or retain any copy or extract of any such record or document, or anyother property of Company or its affiliates.     15. Improvements and Inventions. Any and all improvements or inventions that Employeemay make or participate in during the Employment Term, unless wholly unrelated to the business ofCompany and its affiliates and not produced within the scope of Employee’s employment hereunder,shall be the sole and exclusive property of Company. Employee shall, whenever requested by Company,execute and deliver any and all documents that Company deems appropriate in order to apply for andobtain patents or copyrights in improvements or inventions or in order to assign and/or convey toCompany the sole and exclusive right, title and interest in and to such improvements, inventions,patents, copyrights or applications.     16. Actions. The parties agree and acknowledge that the rights conveyed by thisAgreement are of a unique and special nature and that Company will not have an adequate remedy atlaw in the event of a failure by Employee to abide by its terms and conditions, nor will moneydamages adequately compensate for such injury. Therefore, it is agreed between and herebyacknowledged by the parties that, in the event of a breach by Employee of any of the obligations ofthis Agreement, Company shall have the right, among other rights, to damages sustained thereby andto obtain an injunction or decree of specific performance from any court of competent jurisdictionto restrain or compel Employee to perform as agreed herein. Employee hereby acknowledges thatobligations under Sections and Subsections 12, 13(b), 14, 15, 16, 17 and 18 shall survive thetermination of employment and be binding by their terms at all times subsequent to the terminationof employment for the periods specified therein. Nothing herein shall in any way limit or excludeany other right granted by law or equity to Company.     17. Release. Notwithstanding any provision herein to the contrary, Company mayrequire that, prior to payment of any amount or provision of any benefit under Section 9 or paymentof any Gross-Up Payment pursuant to Section 10 of this Agreement (other than due to Employee’sdeath), Employee shall have executed a complete release of Company and its affiliates and relatedparties in such form as is reasonably required by Company, and any waiting
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periods contained in such release shall have expired. With respect to any release required toreceive payments owed pursuant to Section 9, Company must provide Employee with the form of releaseno later than seven (7) days after the Date of Termination and the release must be signed byEmployee and returned to Company, unchanged, effective and irrevocable, no later than sixty (60)days after the Date of Termination.     18. No Mitigation. Company agrees that, if Employee’s employment hereunder isterminated during the Employment Term, Employee is not required to seek other employment or toattempt in any way to reduce any amounts payable to Employee by Company hereunder. Further, theamount of any payment or benefit provided for hereunder (other than pursuant to Subsection 9(a)(v)hereof) shall not be reduced by any compensation earned by Employee as the result of employment byanother employer, by retirement benefits or otherwise.     19. Entire Agreement and Amendment. This Agreement embodies the entire agreement andunderstanding of the parties hereto in respect of the subject matter of this Agreement, and, exceptas expressly provided otherwise in this Agreement) supersedes and replaces all prior agreements,understandings and commitments with respect to such subject matter. This Agreement may be amendedonly by a written document signed by both parties to this Agreement.     20. Governing Law. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Florida, excluding any conflicts or choice of law rule or principlethat might otherwise refer construction or interpretation of this Agreement to the substantive lawof another jurisdiction. Any litigation pertaining to this Agreement shall be adjudicated in courtslocated in Duval County, Florida.     21. Successors. This Agreement may not be assigned by Employee. In addition to anyobligations imposed by law upon any successor to Company, Company will require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the stock, business and/or assets of Company, to expressly assume and agree toperform this Agreement in the same manner and to the same extent that Company would be required toperform it if no such succession had taken place. Failure of Company to obtain such assumption bya successor shall be a material breach of this Agreement. Employee agrees and consents to any suchassumption by a successor of Company, as well as any assignment of this Agreement by Company forthat purpose. As used in this Agreement, “Company” shall mean Company as herein beforedefined as well as any such successor that expressly assumes this Agreement or otherwise becomesbound by all of its terms and provisions by operation of law.     22. Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed an original, but all of which together shall constitute one and the same instrument.     23. Attorneys’ Fees. If any party finds it necessary to employ legal counsel or tobring an action at law or other proceedings against the other party to interpret or enforce any ofthe terms hereof, the party prevailing in any such action or other proceeding shall be promptlypaid by the other party its reasonable legal fees, court costs, litigation expenses, all asdetermined by the court and not a jury, and such payment shall be made by the non-prevailing partyno later
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than the end of the Employee’s tax year following the Employee’s tax year in which the paymentamount becomes known and payable; provided, however, that on or after a Change in Control, andfollowing Employee’s termination of employment with the Company, if any party finds it necessary toemploy legal counsel or to bring an action at law or other proceedings against the other party tointerpret or enforce any of the terms hereof, Company shall pay (on an ongoing basis) to Employeeto the fullest extent permitted by law, all legal fees, court costs and litigation expensesreasonably incurred by Employee or others on his behalf (such amounts collectively referred to asthe “Reimbursed Amounts”); provided, further, that Employee shall reimburse Company for theReimbursed Amounts if it is determined that a majority of Employee’s claims or defenses werefrivolous or without merit. Requests for payment of Reimbursed Amounts, together with all documentsrequired by the Company to substantiate them, must be submitted to Company no later than ninety(90) days after the expense was incurred. The Reimbursed Amounts shall be paid by Company withinninety (90) days after receiving the request and all substantiating documents requested fromEmployee. The payment of Reimbursed Amounts during Employee’s tax year will not impact theReimbursed Amounts for any other taxable year. The rights under this Section 23 shall survive thetermination of employment and this Agreement until the expiration of the applicable statute oflimitations.     24. Severability. If any section, subsection or provision hereof is found for anyreason whatsoever to be invalid or inoperative, that section, subsection or provision shall bedeemed severable and shall not affect the force and validity of any other provision of thisAgreement. If any covenant herein is determined by a court to be overly broad thereby making thecovenant unenforceable, the parties agree and it is their desire that such court shall substitute areasonable judicially enforceable limitation in place of the offensive part of the covenant andthat as so modified the covenant shall be as fully enforceable as if set forth herein by theparties themselves in the modified form. The covenants of Employee in this Agreement shall each beconstrued as an agreement independent of any other provision in this Agreement, and the existenceof any claim or cause of action of Employee against Company, whether predicated on this Agreementor otherwise, shall not constitute a defense to the enforcement by Company of the covenants in thisAgreement.     25. Notices. Any notice, request, or instruction to be given hereunder shall be inwriting and shall be deemed given when personally delivered or three (3) days after being sent byUnited States Certified Mail, postage prepaid, with Return Receipt Requested, to the parties attheir respective addresses set forth below:          To Company:Lender Processing Services, Inc.