Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”) is
dated as of December 13, 2005, and is made by and between SIRVA, Inc.,
a Delaware corporation (the “Company”), and J. Michael Kirksey (“Executive”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Company desires to employ Executive as a
Senior Vice President and its Chief Financial Officer, and Executive desires to
accept such employment, in each case, on the terms and conditions set forth
herein.


 


NOW, THEREFORE, in consideration of the forgoing
premises and the mutual covenants and promises contained herein, and for other
good and valuable consideration, the Company and Executive hereby agree as
follows:


 


1.             Agreement
to Employ; No Conflicts.


 


Upon the terms and subject to the conditions of this
Agreement, the Company hereby agrees to employ Executive, and Executive hereby
accepts such employment with the Company. 
Executive represents that (i) Executive is entering into this
Agreement voluntarily, and that Executive’s employment hereunder and compliance
with the terms and conditions hereof will not conflict with or result in the
breach by him of any agreement to which he is a party or by which Executive may
be bound, (ii) Executive has not violated, and in connection with his
employment with the Company will not violate, any non-competition,
non-solicitation, or other similar covenant or agreement by which Executive is
or may be bound and (iii) in connection with Executive’s employment by the
Company, Executive will not use any confidential or proprietary information
Executive may have obtained in connection with Executive’s employment by any
prior employer.  By the date hereof,
Executive shall have executed and delivered to the Company the Confidentiality,
Proprietary Rights & Non-Solicitation Agreement (the “Confidentiality
Agreement”) that Executive previously received.


 


2.             Term;
Position and Responsibilities.


 


(a)           Term.  Unless Executive’s employment shall sooner
terminate pursuant to Section 7, the Company shall employ Executive for a
term commencing on the date hereof (the “Commencement Date”) and ending
on the second anniversary thereof (the “Initial Term”).  Effective upon the expiration of the Initial
Term and of each Additional Term (as defined below), Executive’s employment
hereunder shall be deemed to be automatically extended, upon the same terms and
conditions, for an additional period of one year (each, an “Additional Term”),
in each such case, commencing upon the expiration of the Initial Term or the
then current Additional Term, as the case may be, unless, at least 90 days
prior to the expiration of the Initial Term or such Additional 


 





















 


Term, the Company or Executive, as the case
may be, shall have notified the other party hereto in writing that such
extension shall not take effect.  The
period during which Executive is employed pursuant to this Agreement, including
any extension thereof in accordance with the preceding sentence, shall be
referred to as the “Employment Period.”


 


(b)           Position
and Responsibilities.  During the
Employment Period, Executive shall serve as Senior Vice President and Chief
Financial Officer of the Company, and report directly to the Chief Executive
Officer of the Company (or to such other person or corporate body as
circumstances may require).  Executive
shall have such duties and responsibilities as are customarily assigned to
individuals serving in such position, and such other duties consistent with
Executive’s title and position as the Board of Directors of the Company (the “Board”)
specifies from time to time, including primary responsibility for the Company’s
Global Finance, Information Technology and Purchasing functions.  Executive shall devote all of Executive’s
skill, knowledge and business time to the conscientious performance of such
duties and responsibilities, except for vacation time as set forth in Section 6(c),
absence for sickness or similar disability and time spent performing services
for any for-profit business, charitable, religious or community organizations
(which such organization or organizations shall be subject to prior approval by
the Board (or its designee) in its sole discretion), so long as such services
do not, individually or in the aggregate, materially interfere with the
performance of Executive’s duties hereunder.


 


3.             Base
Salary.


 


As compensation for the services to be performed by
Executive during the Employment Period, the Company shall pay Executive a base
salary at an annualized rate of $450,000, payable in periodic installments in
accordance with the Company’s regular payroll practices (but no less frequently
than monthly).  The Compensation
Committee of the Board (the “Compensation Committee”) shall review
Executive’s base salary annually during the Employment Period and, in its sole
discretion, may increase (but not decrease) such base salary from time to
time.  The annual base salary payable to
Executive under this Section 3, as the same may be increased from time to
time, shall hereinafter be referred to as the “Base Salary.”


 


4.             Incentive
Compensation.


 


(a)           Management
Incentive Plan.  For each full fiscal
year of the Company that begins during the Employment Period, Executive shall
be entitled to participate in the Company’s Management Incentive Plan (as
amended, the “MIP”) in accordance with the terms and conditions of the
MIP and on a basis that is commensurate with Executive’s position and duties
with the Company.  For each such fiscal
year, Executive shall have an annual bonus opportunity of not less than 80% of
Base Salary.  For the Company’s 2005
fiscal year, Executive shall receive a guaranteed cash bonus equal to $150,000,
which shall be paid at the same time as other senior executives of the Company
would be 


 


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entitled to receive bonuses, if any, pursuant
to the MIP.  For the Company’s 2006
fiscal year, Executive’s annual 80% bonus opportunity shall be evaluated based
on the extent to which certain performance targets (which will be determined by
December 31, 2005) have been achieved. 
Notwithstanding anything to the contrary contained in this Section 4(a) or
the MIP, and except as otherwise provided in Section 7, Executive shall be
entitled to receive a bonus for any given fiscal year pursuant to this Section 4(a) or
the MIP only if Executive is employed on the date bonuses are paid to senior
executives of the Company.


 


(b)           Equity
Compensation.


 


(i)            Stock
Options.  Subject to the approval of
the Compensation Committee, and applicable law, rules and regulations to
which the Company is subject, Executive will be granted a non-qualified stock
option (the “Option”) to purchase 200,000 shares of the Company’s common
stock as soon as reasonably practicable following the Commencement Date.  The Option shall be issued in accordance
with, and subject to, the terms and conditions of the SIRVA, Inc. Omnibus
Stock Incentive Plan (as amended, the “Plan”), and will be evidenced by
a stock option agreement entered into by and between the Company and
Executive.  The Option will vest and
become exercisable in four equal installments beginning on the first
anniversary of the grant date, and otherwise in accordance with, and subject
to, the Plan and applicable option agreement.


 


(ii)           Restricted
Stock.  Subject to the approval of
the Compensation Committee, and applicable law, rules and regulations to
which the Company is subject, Executive will be granted 60,000 shares (the “Restricted
Stock”) of the Company’s common stock as soon as reasonably practicable
following the Commencement Date.  The
Restricted Stock shall be issued in accordance with, and subject to, the terms
and conditions of the Plan, and will be evidenced by a restricted stock
agreement entered into by and between the Company and Executive.  The Restricted Stock will vest in five equal
installments beginning on the first anniversary of the grant date, and
otherwise in accordance with, and subject to, the Plan and applicable
restricted stock agreement.


 


5.             Employee
Benefits.


 


During the Employment Period, Executive shall be
entitled to participate in any tax-qualified defined contribution plan, all
insurance programs, and all medical and other health and welfare benefit plans,
in each case, maintained by the Company for its senior executives on terms and
conditions set forth in such plans (as amended from time to time).


 


6.             Perquisites
and Expenses.


 


(a)           Generally.  During the Employment Period and subject to
the Expense Policy (as defined below), the Company shall pay for or reimburse
Executive for the cost of an 


 


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automobile (including maintenance), which
shall not exceed $12,000 in any calendar year. 
Executive will be grossed-up for any income taxes imposed as a result of
Executive’s use of such automobile during the Employment Period, using actual
income tax rates applicable to Executive for the applicable calendar year,
which shall be payable in accordance with the Company’s policies in effect from
time to time.  During the Employment
Period, Executive shall be entitled to participate in all other perquisite programs
maintained by the Company from time to time for its senior executives, on a
basis that is commensurate with Executive’s position and duties with the
Company hereunder, and on the terms and conditions then prevailing under such
programs, including Tier I executive relocation benefits, the AYCO financial
planning package and up to $1,500 for an annual executive physical.  As soon as reasonably practicable after the
Commencement Date, but in no event later than 30 days after such date,
Executive shall also receive a lump sum payment in cash of $70,000 to cover
Executive’s moving expenses, which shall be grossed-up for any income taxes,
using actual income tax rates applicable to Executive for the calendar year of
payment.


 


(b)           Business
Travel, Lodging, etc.  The Company
shall reimburse Executive for reasonable travel, lodging, meal and other
reasonable expenses incurred by Executive in connection with Executive’s
performance of services hereunder upon submission of evidence, satisfactory to
the Company, of the incurrence and purpose of each such expense and otherwise
in accordance with the Company’s expense substantiation policy applicable to
its senior executives as in effect from time to time (the “Expense Policy”).


 


(c)           Vacation.  During the Employment Period, Executive shall
be entitled to four weeks of paid vacation per calendar year, without carryover
accumulation, which shall accrue in equal installments on a monthly basis.


 


7.             Termination
of Employment.


 


(a)           Termination
Due to Death, Disability.  In the
event that Executive’s employment hereunder terminates due to Executive’s death
or is terminated by the Company due to Executive’s Disability, Executive shall
be entitled to receive only the payments or benefits specified in Section 7(f)(i).  For purposes of this Agreement, “Disability”
shall have the same meaning given to such term in the Company’s long-term
disability plan.


 


(b)           Termination
by the Company.  The Company may
terminate Executive’s employment with the Company with or without Cause.  “Cause” shall mean (i) Executive’s
willful failure to substantially perform Executive’s duties hereunder (other
than any such failure due to Executive’s physical or mental illness) after at
least 30 days’ written notice to Executive specifying such failure in
reasonable detail, and Executive’s failure to cure such failure, (ii) Executive’s
engaging in misconduct that has caused or is reasonably expected to result in
material injury to the Company or any of its affiliates or any of their
interests, (iii) Executive’s breach of any fiduciary duty owed to, or
fraud with 


 


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respect to, the Company or any of its
affiliates, (iv) Executive’s indictment for or conviction of, or entering
a plea of guilty or nolo contendere to, a
felony or other serious crime and (v) Executive’s material breach of any
of Executive’s obligations hereunder, under any other written agreement or
covenant with the Company (including, without limitation, the Confidentiality
Agreement), or under any written policy, program or code of the Company.


 


(c)           Termination
by Executive.   Executive may
terminate his employment with the Company with or without Good Reason.  “Good Reason” shall mean a termination
by Executive of Executive’s employment with the Company, by written notice to
the Company specifying in reasonable detail the circumstances claimed to
provide the basis for such termination, within 30 days following the
occurrence, without Executive’s consent, of any of the following events and the
failure of the Company to correct the circumstances set forth in Executive’s
written notice within 30 days of receipt of such notice:  (i) the assignment to Executive of
duties that are significantly different from, and that result in a substantial
and sustained diminution of duties that Executive is to assume on the
Commencement Date, (ii) a reduction in the rate of Executive’s Base Salary
and (iii) the Company’s material breach of any of its obligations
hereunder.


 


(d)           Notice
of Termination.  Any termination of
Executive’s employment by the Company pursuant to Section 7(a) or
7(b), or by Executive pursuant to Section 7(b), shall be communicated by a
written Notice of Termination addressed to the other party to this
Agreement.  A “Notice of Termination”
shall mean a notice stating that Executive’s employment with the Company has
been or will be terminated and the specific provisions of this Section 7
under which such termination is being effected.


 


(e)           Date
of Termination.  As used in this
Agreement, the term “Date of Termination” shall mean (i) if
Executive’s employment is terminated by Executive’s death, the date of
Executive’s death, and (ii) if Executive’s employment is terminated for
any other reason, the latest of the date on which Notice of Termination is
given, the date of termination specified in such notice and the date any
applicable correction period ends, provided that if Executive’s
employment with the Company is terminated by Executive without Good Reason, the
date that is 90 days after the date on which Notice of Termination is given as
contemplated by Section 7(d) or, if no such notice is given, 90 days
after the date of termination of employment.


 


(f)            Payments
Upon Certain Terminations.


 


(i)            Termination
Due to Death or Disability.  If
Executive’s employment shall terminate due to Executive’s death or if the
Company terminates Executive’s employment due to Disability, in each case,
during the Employment Period, the Company shall pay to Executive (or, following
Executive’s death, Executive’s beneficiaries):


 


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(A)          any accrued and
unpaid Base Salary and vacation earned through the Date of Termination (the “Accrued
Obligations”), on the tenth day after the Date of Termination (or, if such
day is not a business day, the next business day after such day), plus


 


(B)           a cash payment (the “Pro-Rata
Bonus”) equal to a pro rata portion of Executive’s annual bonus opportunity
under the MIP for the fiscal year of the Company that includes the Date of
Termination, based on Company performance through the Date of Termination and
the number of days Executive was employed by the Company during such fiscal
year (as determined by the Compensation Committee in its sole discretion), on
the same date as other senior executives receive their annual bonuses under the
MIP for the fiscal year of the Company that includes the Date of Termination, plus


 


(C)           Notwithstanding
anything to the contrary contained in the Plan or the applicable option or
restricted stock agreement, 50% of any remaining unvested portion of the Option
and the Restricted Stock will vest (and, in the case of the Option, become
exercisable) as of the Date of Termination, and such Option and Restricted
Stock will otherwise remain subject to the terms and conditions of the Plan and
the applicable option and restricted stock agreement, as the case may be.


 


(ii)           Termination
Without Cause or For Good Reason or Non-Renewal.  If the Company terminates Executive’s
employment without Cause or if the Executive terminates Executive’s employment
for Good Reason, or if the Company gives the notice contemplated by 2(a) not
to extend the Employment Period, in each case, during the Employment Period,
the Company shall pay (or provide) to Executive:


 


(A)          the Accrued
Obligations, on the tenth day after the Date of Termination (or, if such day is
not a business day, the next business day after such day), plus


 


(B)           the Pro-Rata Bonus
on the same date as other senior executives receive their annual bonuses under
the MIP for the fiscal year of the Company that includes the Date of
Termination, plus


 


(C)           Base Salary for the
period ending on the earlier of (I) 12 months after the Date of
Termination and (II) the date Executive accepts new employment (or
consulting arrangement) with a base salary (or consulting fee) equal to or
greater than 80% of Base Salary, which shall be payable in installments on the
Company’s regular payroll dates, provided that, if such termination
occurs within two years following a Change of Control (as defined in the Plan),
Executive shall instead receive a cash payment equal to Base Salary in a lump
sum on the 30th day after the Date of Termination (or, if such day
is not a business day, the next business day after such day), plus


 


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(D)          Notwithstanding
anything to the contrary contained in the Plan or the applicable option or
restricted stock agreement, 50% of any remaining unvested portion of the Option
and the Restricted Stock will vest (and, in the case of the Option, become
exercisable) as of the Date of Termination, and such Option and Restricted
Stock will otherwise remain subject to the terms and conditions of the Plan and
the applicable option and restricted stock agreement, as the case may be, plus


 


(E)           continued welfare
benefits referred to in Section 5 to the extent permitted under applicable
law and the plans governing such benefits for the period ending on the earlier
of (I) 12 months after the Date of Termination and (II) the date
Executive accepts new employment with a base salary equal to or greater than
80% of Base Salary.


 


(iii)          Termination
For Cause or Without Good Reason.  If
the Company terminates Executive’s employment for Cause or Executive terminates
Executive’s employment without Good Reason, in each case, during the Employment
Period, the Company shall pay Executive the Accrued Obligations on the tenth
day after the Date of Termination (or, if such day is not a business day, the
next business day after such day).


 


(iv)          Release.  Notwithstanding anything to the contrary
contained in this Agreement, and except in the case of Executive’s death or
with respect to payments of the Accrued Obligations, no amounts shall be
payable (or any benefits shall be received) pursuant to this Section 7
unless and until Executive executes and delivers a general release of all
claims in form and substance satisfactory to the Company, provided, however,
that such release shall not affect the Company’s obligations under Section 9.


 


(v)           Effect
of Termination on Other Plans and Programs. 
In the event that Executive’s employment with the Company is terminated
for any reason, Executive shall be entitled to receive all amounts payable and
benefits accrued under any otherwise applicable plan, policy, program or
practice of the Company in which Executive was a participant during Executive’s
employment with the Company in accordance with the terms thereof, provided that Executive shall not be entitled
to receive any payments or benefits under any such plan, policy, program or practice
providing any bonus, severance or incentive compensation and the provisions of
this Section 7(f) shall supersede the provisions of any such plan,
policy, program or practice.


 


(g)           Resignation
Upon Termination.  Effective as of
any Date of Termination or otherwise as of the date of Executive’s termination
of employment with the Company, Executive shall resign, in writing, from all
directorships and positions then held by Executive with the Company and its
Affiliates unless otherwise requested by the Company.


 


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(h)           Suspension;
Cessation of Professional Activity. 
Notwithstanding anything to the contrary contained in this Agreement, if
a disciplinary matter arises involving Executive, the Company may relieve
Executive of Executive’s duties and responsibilities described in Section 2(b) and
require Executive to immediately cease all professional activity on behalf of
the Company, provided that Executive shall
continue to receive the compensation and benefits specified herein.  Upon delivery of a Notice of Termination by
any party the Company may relieve Executive of Executive’s responsibilities
described in Section 2(b) and require Executive to immediately cease
all professional activity on behalf of the Company.


 


8.             Entire
Agreement.


 


This Agreement (and the other documents referred to
herein) constitutes the entire agreement among the Company and its Affiliates,
on the one hand, and the Executive, on the other hand, with respect to the
subject matter hereof, and supersedes all undertakings and agreements, whether
oral or in writing, previously entered into by the Company and its Affiliates,
on the one hand, and the Executive, on the other hand, with respect thereto.
All prior correspondence and proposals (including but not limited to summaries
of proposed terms) and all prior offer letters, promises, representations,
understandings, arrangements and agreements relating to such subject matter
(including but not limited to those made to or with Executive by any other
person) are merged herein and superseded hereby.


 


9.             Indemnification.


 


The Company hereby agrees that it shall indemnify and
hold harmless Executive for claims and expenses to the fullest extent permitted
by the Company’s Certificate of Incorporation and its By-Laws.


 


10.           Miscellaneous.


 


(a)           Taxes;
Section 409A.  All amounts
payable hereunder shall be subject to any and all applicable taxes, as required
by applicable Federal, state, local and foreign laws and regulations.  It is intended that this Agreement, and the
rights and obligations created hereunder shall comply with section 409A of
the Internal Revenue Code of 1986 (as amended, the “Code”) and the
regulations promulgated thereunder so as not to subject the Executive to the
payment of interest or any additional tax under section 409A of the
Code.  In furtherance thereof, if payment
of any amount hereunder that is subject to section 409A of the Code at the
time specified in this Agreement would subject such amount to any additional
tax under section 409A of the Code, the payment of such amount shall be
postponed to the earliest commencement date on which the payment of such amount
could be paid without incurring such additional tax.  If the immediately preceding sentence
requires a deferral of any amount, any payments so deferred shall accumulate
and accrue interest, compounded annually, at the applicable federal short- 


 


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term rate specified under section 1274(d) of
the Code from the date such payments would otherwise have been made.  In addition, to the extent that any
regulations or other guidance issued under section 409A of the Code (after
application of the preceding sentences of this Section 10(a) after
the date hereof would result in Executive being subject to the payment of
interest or any additional tax under section 409A of the Code, the parties
hereto agree, to the extent reasonably possible, to amend this Agreement in
order to avoid the imposition of any such interest or additional tax under section 409A
of the Code, which such amendment shall have the minimum economic effect
necessary and be reasonably determined in good faith by the Company and
Executive, provided that it does not
materially increase the obligation of the Company hereunder.


 


(b)           Return
of Documents.  In the event of the
termination of Executive’s employment, Executive shall deliver to the Company (i) all
property of each of the Company and its Affiliates then in Executive’s
possession, and (ii) all documents and data of any nature and in whatever
medium of each of the Company and its Affiliates, and Executive shall not take
with Executive any such property, documents or data or any reproduction
thereof, or any documents containing or pertaining to any Confidential Information
(as defined in the Confidentiality Agreement).


 


(c)           Binding
Effect; Assignment.  This Agreement
shall be binding on and inure to the benefit of the Company and its respective
successors and permitted assigns.  This
Agreement shall also be binding on and inure to the benefit of Executive and
Executive’s heirs, executors, administrators and legal representatives.  This Agreement shall not be assignable by any
party hereto without the prior written consent of the other parties hereto,
except as provided pursuant to this Section 10(c).  The Company may effect such an assignment
without prior written approval of Executive (i) upon the transfer of all
or substantially all of its business and/or assets (by whatever means), (ii) to
any Affiliate of the Company, and (iii) in the event of any merger,
consolidation, amalgamation, or other transaction to which the Company is a
party.


 


(d)           Governing
Law; Waiver of Jury Trial.


 


(i)            Governing
Law; Consent to Jurisdiction.  This
Agreement shall be governed in all respects, including as to interpretation,
substantive effect and enforceability, by the internal laws of the State of
Illinois, without regard to conflicts of laws provisions thereof that would
require application to the laws of another jurisdiction other than those that
mandatorily apply.  Each party hereby
irrevocably submits to the jurisdiction of the courts of the State of Illinois
located in the County of DuPage solely in respect of the interpretation
and enforcement of the provisions of this Agreement and in respect of the
transactions contemplated hereby.  Each
party hereby waives and agrees not to assert, as a defense in any action, suit
or proceeding for the interpretation and enforcement hereof, or in respect of any
such transaction, that such action, suit or proceeding may not be brought or is
not maintainable in such courts or that the venue thereof may not be
appropriate or that this Agreement may not be enforced in or by such 


 


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courts.  Each party hereby
consents to and grants any such court jurisdiction over the person of such
parties and over the subject matter of any such dispute and agree that the
mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 10(g) or in such other
manner as may be permitted by law, shall be valid and sufficient service
thereof.


 


(ii)           Waiver
of Jury Trial.  Each party
acknowledges and agrees that any controversy which may arise under this
Agreement is likely to involve complicated and difficult issues, and therefore
each party hereby irrevocably and unconditionally waives any right such party
may have to a trial by jury in respect or any litigation directly or indirectly
arising out of or relating to this Agreement, or the breach, termination or
validity of this Agreement, or the transactions contemplated by this
Agreement.  Each party certifies and
acknowledges that (i) no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce the foregoing waiver, (ii) each
such party understands and has considered the implications of this waiver, (iii) each
such party makes this waiver voluntarily, and (iv) each such party has
been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section 10(d)(ii).


 


(e)           Amendments;
Waiver.   No provision of this
Agreement may be modified, waived or discharged unless such modification,
waiver or discharge is approved by the Board or a person authorized thereby and
is agreed to in writing by Executive and, in the case of any such modification,
waiver or discharge affecting the rights or obligations of the Company, is
approved by the Board or a person authorized thereby.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall he deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.  No waiver
of any provision of this Agreement shall be implied from any course of dealing
between or among the parties hereto or from any failure by any party hereto to
assert its rights hereunder on any occasion or series of occasions.


 


(f)            Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


 


(g)           Notices.  Any notice or other communication required or
permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered
personally, by courier service or by certified or registered mail, First class
postage prepaid and return receipt requested, (iii) deemed to have been
received on the date of delivery or, if so mailed, on the third business day
after the mailing thereof, and (iv) addressed as follows (or to such other
address as the party entitled to notice shall hereafter designate in writing to
the other party in accordance with the terms hereof):


 


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(A)          If to the Company, to
it at:


 


SIRVA, Inc.

700 Oakmont Lane

Westmont, IL 60559

Tel:  (630) 468-4743

Fax: (630) 570-3390

Attention: General Counsel


 


(B)           If to Executive, to
him at Executive’s residential address as currently on file with the Company.


 


(h)           Survival.  The Company and Executive hereby agree that
certain provisions of this Agreement, including, but not limited to, Sections 9
and 10, shall survive the expiration of the Employment Period in accordance
with their terms.


 


(i)            Conditions
Precedent.  Notwithstanding anything
to the contrary contained in this Agreement, this Agreement will not become
effective unless and until the Company conducts and Executive completes to
Company’s satisfaction, the Company’s standard and customary drug screen tests
and background checks. Once Executive completes and passes the drug screen
tests and background checks, the commencement date of the Agreement shall
remain the effective date first stated above.


 


(j)            Further
Assurances.  Each party hereto agrees
with the other party hereto that it will cooperate with such other party and
will execute and deliver, or cause to be executed and delivered, all such other
instruments and documents, and will take such other actions, as such other
parties may reasonably request from time to time to effectuate the provisions
and purpose of this Agreement.


 


(k)           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.  The parties hereto agree to accept a signed
facsimile copy of this Agreement as a fully binding original.


 


(l)            Headings.  The section and other headings contained
in this Agreement are for the convenience of the parties only and are not
intended to be a part hereof or to affect the meaning or interpretation hereof.


 


— Signature page follows
—


 


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IN WITNESS WHEREOF, the Company has duly executed this
Agreement by their authorized representatives, and Executive has hereunto set
his hand, in each case effective as of the date first above written.


 


 


	
   

  	
  SIRVA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Schorr

  	
   

  
	
   

  	
   

  	
  Name: Todd Schorr

  
	
   

  	
   

  	
  Title: Senior Vice President Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ J. Michael Kirksey

  	
   

  
	
   

  	
   

  	
  J. Michael Kirksey

  
					



 


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