Employment Agrmnt. Between Phoenix & R. Shivdasani

EMPLOYMENT AGREEMENT


BY AND BETWEEN


PHOENIX INTERNATIONAL LTD., INC.


AND


RAJU M. SHIVDASANI


DATED: JULY 15, 1996


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TABLE OF CONTENTS


PAGE
---- 1. Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1


2. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1


3. Compensation and Benefits . . . . . . . . . . . . . . . . . . . . . . . 2


4. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2


5. Trade Secrets, Non-Competition, Non-Solicitation, and Related Matters. . 4


6. Successors; Binding Agreement . . . . . . . . . . . . . . . . . . . . . 7


7. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 7


8. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7


9. Settlement of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . 7


10. Modification and Waiver . . . . . . . . . . . . . . . . . . . . . . . . 8


11. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


12. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


13. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


14. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


15. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


16. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


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EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (this "Agreement") is made by and between PHOENIX INTERNATIONAL LTD., INC., a Florida corporation (the "Company"), and RAJU M. SHIVDASANI, an individual resident of Florida (the "Employee"), as of this 15th day of July, 1996.


The Company presently employs the Employee as its Corporate Senior Vice President and Divisional President of International Sales. The Chief Executive Officer ("CEO") of the Company recognizes that the Employee's contribution to the growth and success of the Company is substantial. The CEO desires to provide for the continued employment of the Employee and to make certain changes in the Employee's employment arrangements which the CEO has determined will reinforce and encourage the continued dedication of the Employee to the Company and will promote the best interests of the Company and its stockholders. The Employee is willing to continue to serve the Company on the terms and conditions herein provided.


Certain terms used in this Agreement are defined in Section 16. Certain provisions and definitions in this document reflect the agreements of the parties in the Stockholders Agreement.


In consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree that on the Effective Date:


1. Employment. The Company shall continue to employ the Employee, and the Employee shall continue to serve the Company, as Corporate Senior Vice President and Division President of International Sales upon the terms and conditions set forth herein. The Employee shall have such authority and responsibilities as are consistent with his position and which may be set forth in this Agreement, in the Bylaws or assigned by the CEO or President of the Company (the "President") from time to time. The Employee shall devote his full business time, attention, skill and efforts to the performance of his duties hereunder, except during periods of illness or periods of vacation and leaves of absence consistent with Company policy. The Employee may devote reasonable periods of time to perform charitable and other community activities and to manage his personal investments; provided, however, that such activities do not materially interfere with the performance of his duties hereunder and are not in conflict or competitive with, or adverse to, the interests of the Company.


2. Term. Unless earlier terminated as provided herein, the Employee's employment under this Agreement shall be for a continuing term (the "Term") of one year, which shall be extended automatically (without further action of the Company or the Employee) each day for an additional day so that the remaining term shall continue to be one year; provided, however, that either party may at any time, by written notice to the other, fix the Term to a finite term of one year, without further automatic extension, commencing with the date of such notice.


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Notwithstanding the foregoing, the Term of employment hereunder will end on the date that the Employee attains the age of 65.


3. Compensation and Benefits


a. Effective July 15, 1996, the Company shall pay the Employee a salary at a rate of not less than $100,000 per annum in accordance with the salary payment practices of the Company. The CEO and President shall review the Employee's salary at least annually (on May 1, 1997, for the first review) and may increase the Employee's base salary if they determine in their sole discretion that an increase is appropriate.


b. The Employee may participate in a bonus program and shall be eligible to receive quarterly payments of the Bonus Amount based upon achievement of targeted levels of performance and such other criteria as the CEO and President shall establish from time to time pursuant to the bonus program. In addition, the Employee shall participate in a commission plan established annually by the CEO and President.


c. The Employee shall participate in the Plan and be eligible for the grant of stock options, restricted stock and other awards thereunder.


d. The Employee shall continue to participate in all retirement, welfare, deferred compensation, life and health insurance, and other benefit plans or programs of the Company now or hereafter applicable to the Employee or applicable generally to employees of the Company.


e. The Company shall continue to reimburse the Employee for travel and other expenses related to the Employee's duties which are incurred and accounted for in accordance with the historic practices of the Company.


4. Termination.


a. The Employee's employment under this Agreement may be terminated prior to the end of the Term only as follows:


(i) upon the death of the Employee;


(ii) by the Company due to the Disability of the
Employee upon delivery of a Notice of Termination to the
Employee; and


(iii) by the Company for Cause upon delivery of
a Notice of Termination to the Employee.


b. If the Employee's employment with the Company shall be terminated during the Term (i) by reason of the Employee's death, or (ii) by the Company for Disability or Cause,


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5 the Company shall pay to the Employee (or in the case of his death, the Employee's estate) within 15 days after the Termination Date, a lump sum cash payment equal to the Accrued Compensation and, if such termination is other than by the Company for Cause, the Pro Rata Bonus and the Pro Rata Commission.


c. If the Employee's employment with the Company shall be terminated by the Company for any reason within one year after a Change in Control or by the Employee with Adequate Justification, in addition to other rights and remedies available in law or equity, the Employee shall be entitled to the following:


(i) the Company shall pay the Employee in cash within 15 days
of the Termination Date an amount equal to all Accrued
Compensation, the Pro Rata Bonus and the Pro Rata
Commission;


(ii) the Company shall pay to the Employee in cash at the end
of each of the 12 consecutive 30-day periods following the
Termination Date an amount equal to one-twelfth of the sum
of the Base Amount, the Bonus Amount and the Commission
Amount.


(iii) for the period from the Termination Date through the date
that is 12 months from the Termination Date (the
"Continuation Period"), the Company shall at its expense
continue on behalf of the Employee the life insurance,
disability, medical, dental and hospitalization benefits
provided (x) to the Employee at any time during the 90-day
period prior to the Change in Control or at any time
thereafter or (y) to other similarly situated employees who
continue in the employ of the Company during the
Continuation Period. The coverage and benefits (including
deductibles and costs) provided in this Section 4(c)(iii)
during the Continuation Period shall be no less favorable to
the Employee than the most favorable of such coverages and
benefits during any of the periods referred to in clauses
(x) and (y) above. The Company's obligation hereunder with
respect to the foregoing benefits shall be limited to the
extent that the Employee obtains any such benefits pursuant
to a subsequent employer's benefit plans, in which case the
Company may reduce the coverage of any benefits it is
required to provide the Employee hereunder as long as the
aggregate coverages and benefits of the combined benefit
plans is no less favorable to the Employee than the
coverages and benefits required to be provided hereunder.
This subsection (iii) shall not be interpreted so as to
limit any benefits to which the Employee may be entitled
under any of the Company's employee benefit plans, programs
or practices following the Employee's termination of
employment, including without limitation, retiree medical
and life insurance benefits; and


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(iv) the restrictions on any outstanding incentive awards
(including stock options) granted to the Employee under the
Plan or under any other incentive plan or arrangement shall
lapse and such incentive award shall become 100% vested,
all stock options and stock appreciation rights granted to
the Employee shall become immediately exercisable and shall
become 100% vested, and all stock options granted to the
Employee shall become 100% vested.


d. If the Company terminates the Employee without Cause, the Company shall pay to the Employee in cash at the end of each of the twelve consecutive 30-day periods following the Termination Date an amount equal to one-twelfth of the sum of the Base Amount, the Bonus Amount and the Commission Amount.


e. The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Employee in any subsequent employment except as provided in Section 4(c)(iii).


f. The severance pay and benefits provided for in this Section 4 shall be in lieu of any other severance or termination pay to which the Employee may be entitled under any Company severance or termination plan, program, practice or arrangement. The Employee's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs, policies and practices then in effect.


g. In the event that the Employee is a director of the Company or any of its affiliates and his employment hereunder is terminated for any reason, the Employee shall, and does hereby, tender his resignation as a director of the Company and any of its affiliates effective as of the Termination Date.


5. Trade Secrets, Non-Competition, Non-Solicitation, and Related Matters.


a. The Employee shall not, at any time, either during the Term of his employment or after the Termination Date, use or disclose any Trade Secrets of the Company, except in fulfillment of his duties as the Employee during his employment, for so long as the pertinent information or data remain Trade Secrets, whether or not the Trade Secrets are in written or tangible form.


b. The Employee agrees to maintain in strict confidence and, except as necessary to perform his duties for the Company, not to use or disclose any Confidential Business Information for so long as the pertinent data or information remains Confidential Business Information.


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c. Upon termination of employment, the Employee shall leave with the Company all business records relating to the Company and its affiliates including, without limitation, all contracts, calendars, and other materials or business records, its business or customers, including all physical, electronic, and computer copies thereof, whether or not the Employee prepared such materials or records himself. Upon such termination, the Employee shall retain no copies of any ...