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Transition Agreement

 

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Title:

Transition Agreement

Entities:

First Advantage Corp.

Date:

2007

Size:

Preview shows 7KB of 43KB total

Price:

$49

ID:

#2869828

 

 

► Employment ► Transition Agreements
► Services ► Business Services

 

 

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TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (Agreement) is by and between First Advantage Corporation, a Florida corporation (together with its subsidiaries and affiliates, the Company) with its principal place of business located at 100 Carillon Parkway, St. Petersburg, Florida and John Long (the Executive), a resident of Florida, dated as of the 2nd day of March, 2007 (the Effective Date).

WITNESSETH:

WHEREAS, Executive is employed by Company as Chief Executive Officer; and

WHEREAS, the Company and Executive (together, the Parties) have determined that Executives employment with the Company should be terminated, and all matters arising out of or relating thereto should be settled.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the adequacy and sufficiency of which are hereby expressly acknowledged by the Parties, the Parties hereby agree as follows:

1. Termination of Employment Effective as of March 30, 2007, (the Transition Date), Executive shall terminate employment with the Company, resign all offices and resign from the board of directors, and no longer serve as a Company representative with respect to any organization to which he currently serves as a representative of the Company.

2. Consulting Arrangement

(a) Commencing the day after the Transition Date, Executive shall become a Consultant to the Company under the terms and conditions set forth herein.

(b) Service as a Consultant shall continue until September 30, 2008 (the Consulting Period), unless earlier terminated in accordance with the terms herein.

(c) During the term of Consultant status, Executive agrees to provide consulting services on matters or projects identified to him in writing by the CEO or CFO of the Company.

(d) Subject to Section 8, compensation during the Consulting Period shall be at an annual rate of one hundred and fifty thousand dollars ($150,000) ($225,000 for 18 months), payable monthly.

3. Status (a) Executive shall have a Termination for purposes of the 2003 Incentive Compensation Plan as of the Transition Date, and such shall be confirmed by the Compensation Committee of the Companys Board of Directors.

(b) Company and Executive agree that Executive shall have a separation from service as contemplated by Section 409A of the Internal Revenue Code of 1986, as amended, as of the Transition Date, which separation shall be, for all purposes hereof, a termination without cause.


(c) During the term of his consultancy, Executive shall be an independent contractor to the Company and shall not be an employee.

4. Payments and Benefits In consideration of the release of claims provided for in Sections 6 and 7 and the covenants contained herein and conditioned on Executives compliance with all conditions and covenants in this Agreement, the Company will provide the following payments and benefits to Executive:

(a) Accrued Obligations. Except for amounts set forth in Section 4(b) that are payable after the Transition Date, on or prior to the Transition Date, the Company shall pay Executive, the amount of any and all accrued but unpaid salary, wages, cash, bonuses, accrued but unused vacation, and reimbursable expenses owed to Executive as of the Transition Date in connection with his employment prior to the Transition Date.

(b) Cash Payment. Subject to Section 8, the Company shall pay Executive four million, four hundred thousand dollars ($4,400,000) in two (2) equal installments. The first installment of two million, two hundred thousand dollars ($2,200,000), shall be paid within thirty (30) days of the Transition Date, but in no event less than eight (8) days after execution of the Waiver and Release provided for in Section 6 and provided such Waiver and Release has not been revoked. The second installment of two million, two hundred thousand dollars ($2,200,000), shall be paid on March 15, 2008, provided the Supplemental Waiver and Release is signed at least eight (8) days prior to March 15, 2008, and not revoked.


 

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