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Filing # 94668953 E-Filed 08/23/2019 11:23:10 AM
IN THE CIRCUIT COURT FOR THE FOURTEENTH JUDICIAL CIRCUIT
IN AND FOR BAY COUNTY, FLORIDA
PEADEN, LLC,
Plaintiff,
y. CASE NO. 19003214CA
RICHARD SISK, ERIC LUDWIG,
VIVIENNE REILLY, and CHERI STEWART,
Defendants.
|
VERIFIED COMPLAINT
Plaintiff, PEADEN, LLC ("Peaden"), sues Defendants, RICHARD SISK ("Sisk"), ERIC
LUDWIG (“Ludwig”), VIVIENNE REILLY (“Reilly”), and CHERI STEWART (“Stewart”), and
states the following material allegations:
PARTIES, JURISDICTION AND VENUE
1. This is an action seeking injunctive relief and monetary damages in excess of
$15,000.00.
2. PEADEN, LLC is a Delaware limited liability company with a principal place of.
business at 620 West Baldwin Road, Panama City, Florida 32405.
3. RICHARD SISK is a Florida resident who resides at 9230 S. Silver Lake Road,
Fountain, Florida 32438. Sisk formerly was an Officer and Senior Vice President of Operations
at Peaden.
4. ERIC LUDWIG is a Florida resident who resides at 145 Hill Drive, Callaway,
Florida 32404. Ludwig formerly was a manager at Peaden.5. VIVIENNE REILLY is a Florida resident who resides at 2927 Fawn Road,
Southport, Florida 32409. Reilly formerly was a manager at Peaden.
6. CHERI STEWART is a Florida resident who resides at 5322 Stewart Drive,
Panama City, Florida 32404. Stewart formerly was an employee at Peaden.
7. Venue is proper in this Court because the causes of action arose in Bay County,
Florida.
FACTUAL ALLEGATIONS
The Employee Agreements
8. Sisk was formerly employed as Senior Vice President of Operations for Peaden.
During his employment with Peaden, Sisk executed a Non-Solicitation, Non-Compete and Non-
Disclosure Agreement ("Sisk Agreement"), the pertinent portions of which state:
1. Non-solicitation: Non-competition.
(a) Employee agrees that, while Employee is employed by the
Company and for a period of one (1) year after termination by either party
of Employee's employment, Employee will not, directly or indirectly, either
for himself or herself, or as a stockholder, partner, investor, director, officer,
employee, consultant, contractor or agent, or in any other capacity:
iH Engage in any business activity or work that is in any way
competitive with the Company's Business Services {as defined
below) within the territory where Company does business
Presently: the States of Georgia, Florida, Alabama, and Mississippi
{the “Territory”),
{ii} Solicit, call upon or perform any services for any Customer (defined
below},
{iii) | Cause, induce or encourage any Customer or any other person or
entity to terminate or modify any actual or prospective relationship,
or
(iv) Solicit, hire or employ, or cause any other person or company to
solicit, hire or employ any employee or contractor retained or
employed by the Company.“Customer” means all persons, companies or other entities by which the
Company was engaged to provide the Company's Business Services during
the period Employee was employed by the Company. The "Company's
Business Services” means the sale, installation, maintenance and service of
HVAC, Plumbing, and Electrical equipment and systems for wood frame
construction, multi-family housing units.
{b) Employee agrees that the Company has a legitimate business
interest in maintaining the confidentiality of certain information an[d] in
protecting its relationship with prospective and existing customers.
Employee acknowledges that the restrictions contained in paragraph 1 {a) are
reasonable and necessary to protect this legitimate business interest. In the
event that any covenant contained in this paragraph 1 should be determined
to exceed limitations permitted by the applicable law, then any court is
expressly empowered to reform such covenant to provide the maximum
protection to the Company permitted by applicable law.
x * *
4. Remedies. If Employee breaches, or threatens to breach, any of the
provisions in this Agreement, the Company shall be entitled to apply for and
obtain injunctive relief to restrain such breach or threat of breach (it being
agreed that any such breach or threatened breach may cause irreparable
injury to the Company and that money damages may be difficult to quantify
and not provide adequate remedy), and shall also be entitled to damages and
all costs of such litigation, including reasonable attorney's fees.
* * *
7. Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
(Emphasis added}. A true and correct copy of the Sisk Agreement is attached and incorporated as
Exhibit A.
9. Ludwig formerly was a manager at Peaden. During his employment with Peaden,
Ludwig executed a Non-Solicitation, Non-Compete and Non-Disclosure Agreement ("Ludwig
Agreement"}, the pertinent portions of which state:Non-solicitation: Non-competition,
{a} Employee agrees that, while Employee is employed by the
Company and for a period of one (1) year after termination by either party
of Employee's employment, Employee will not, directly or indirectly, either
for himself or herself, or as a stockholder, partner, investor, director, officer,
employee, consultant, contractor or agent, or in any other capacity:
(i) Engage in any business activity or work that is in any way
competitive with the Company's Business Services (as defined
below) within the territory where Company does business.
Presently: the States of Georgia, Florida, Alabama, and Mississippi
{the "Territory"),
(ii) Solicit, call upon or perform any services for any Customer (defined
below),
{iii} | Cause, induce or encourage any Customer or any other person or
entity to terminate or modify any actual or prospective relationship,
or
{iv) Solicit, hire or employ, or cause any other person or company to
solicit, hire or employ any employee or contractor retained or
employed by the Companiy.
“Customer” means all persons, companies or other entities by which the
Company was engaged to provide the Company's Business Services during
the period Employee was employed by the Company. The "Company's
Business Services” means the sale, installation, maintenance and service of
HVAC, Plumbing, and Electrical equipment and systems for wood frame
construction, multi-family housing units.
{b) Employee agrees that the Company has a legitimate business
interest in maintaining the confidentiality of certain information an[d] in
protecting its relationship with prospective and existing customers.
Employee acknowledges that the restrictions contained in paragraph 1 {a)
are reasonable and necessary to protect this legitimate business interest. In
the event that any covenant contained in this paragraph 1 should be
determined to exceed limitations permitted by the applicable law, then any
court is expressly empowered to reform such covenant to provide the
maximum protection to the Company permitted by applicable law.
* * *
Remedies. If Employee breaches, or threatens to breach, any of the
provisions in this Agreement, the Company shall be entitled to apply forand obtain injunctive relief to restrain such breach or threat of breach (it
being agreed that any such breach or threatened breach may cause
irreparable injury to the Company and that money damages may be difficult
to quantify and not provide adequate remedy), and shall also be entitled to
damages and all costs of such litigation, including reasonable attorney's
fees.
Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
(Emphasis added). A true and correct copy of the Ludwig Agreement is attached and incorporated
as Exhibit B.
10. Reilly formerly was a manager at Peaden. During her employment with Peaden,
Reilly executed a Non-Solicitation, Non-Compete and Non-Disclosure Agreement ("Reilly Non-
Solicitation Agreement"), the pertinent portions of which state:
1,
Non-solicitation: Non-competition.
{a} Employee agrees that, while Employee is employed by the
Company and for a period of one (1) year after termination by either party
of Employee's employment, Employee will not, directly or indirectly, either
for himself or herself, or as a stockholder, partner, investor, director, officer,
employee, consultant, contractor or agent, or in any other capacity:
iH Engage in any business activity or work that is in any way
competitive with the Company's Business Services {as defined
below) within the territory where Company does business
Presently: the States of Georgia, Florida, Alabama, and Mississippi
{the “Territory”),
{ii} Solicit, call upon or perform any services for any Customer (defined
below},
{iii} | Cause, induce or encourage any Customer or any other person or
entity to terminate or modify any actual or prospective relationship,
or
(iv) Solicit, hire or employ, or cause any other person or company to
solicit, hire or employ any employee or contractor retained or
employed by the Company.7.
“Customer” means all persons, companies or other entities by which the
Company was engaged to provide the Company's Business Services during
the period Employee was employed by the Company. The "Company's
Business Services" means the sale, installation, servicing, repairing and
maintenance of HVAC, plumbing, electrical and their control systems for
commercial and residential use.
{b) Employee agrees that the Company has a legitimate business
interest in maintaining the confidentiality of certain information an[d] in
protecting its relationship with prospective and existing customers.
Employee acknowledges that the restrictions contained in paragraph 1 (a)
are reasonable and necessary to protect this legitimate business interest. In
the event that any covenant contained in this paragraph 1 should be
determined to exceed limitations permitted by the applicable law, then any
court is expressly empowered to reform such covenant to provide the
maximum protection to the Company permitted by applicable law.
* * *
Remedies. If Employee breaches, or threatens to breach, any of the
provisions in this Agreement, the Company shall be entitled to apply for
and obtain injunctive relief to restrain such breach or threat of breach (it
being agreed that any such breach or threatened breach may cause
irreparable injury to the Company and that money damages may be difficult
to quantify and not provide adequate remedy), and shall also be entitled to
damages and all costs of such litigation, including reasonable attorney's
fees.
Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
(Emphasis added). A true and correct copy of the Reilly Non-Solicitation Agreement is attached
and incorporated as Exhibit C.
11. At the end of her employment with Peaden, Reilly also executed a Severance
Agreement and General Release (“Reilly Severance Agreement”), the pertinent portions of which
state?
4.
Post-Employment Restrictive Covenants Continue to Apply. You
acknowledge and agree that you remain bound by the post-
termination obligations set forth in your Non-Solicitation, Non-11.
12.
13.
A true and correct copy of the Reilly Severance Agreement is attached and incorporated as Exhibit
D.
12. Stewart formerly was employed by Peaden as an Install Coordinator. During her
employment with Peaden, Reilly executed a Non-Solicitation, Non-Compete and Non-Disclosure
Compete, and Non-Disclosure Agreement effective December 2,
2016. Employee expressly acknowledges that Company, its
successors, and assigns are authorized to enforce these post-
termination provisions.
* * *
Breach of this Agreement. If you breach any promises or covenants
in this Agreement, including filing a lawsuit with respect to the
subject matter released herein, it will be a material breach of the
terms which will entitle the Company to recover from you any
money paid to you and to pursue any other remedy at law or in
equity, as well as costs and reasonable attorneys’ fees incurred in
enforcing this Agreement.
Entire Agreement; Integration. . . The Agreement contains the
entire agreement and understanding of the parties regarding the
subject matter hereof and there are no additional promises or terms
among the parties other than those contained herein and the Non-
Solicitation, Non-Compete, and Non-Disclosure Agreement
effective December 2, 2016, incorporated herein by reference. This
Agreement shall not be modified except in writing signed by each
of the parties.
Governing Law and Venue, This Agreement shall be construed in
accordance with the laws of the State of Florida, other than its laws
regarding conflicts of laws. Any suit or proceeding brought
hereunder shall have its situs in Bay County, Florida. That language
shall not be construed for or against any of the parties.
Agreement ("Stewart Agreement"), the pertinent portions of which state:
1.
Non-solicitation: Non-competition.
{a} Employee agrees that, while Employee is employed by the
Company and for a period of one (1) year after termination by either party
of Employee's employment, Employee will not, directly or indirectly, eitherfor himself or herself, or as a stockholder, partner, investor, director, officer,
employee, consultant, contractor or agent, or in any other capacity:
{i) Engage in any business activity or work that is in any way
competitive with the Company's Business Services (as defined
below) within the territory where Company does business.
Presently: the States of Georgia, Florida, Alabama, and Mississippi
{the "Territory"),
(ii) Solicit, call upon or perform any services for any Customer (defined
below),
{iii} | Cause, induce or encourage any Customer or any other person or
entity to terminate or modify any actual or prospective relationship,
or
(iv) Solicit, hire or employ, or cause any other person or companty to
solicit, hire or employ any employee or contractor retained or
employed by the Company.
“Customer” means all persons, companies or other entities by which the
Company was engaged to provide the Company's Business Services during
the period Employee was employed by the Company. The "Company's
Business Services" means the sale, installation, servicing, repairing and
maintenance of HVAC, plumbing, electrical and their control systems for
commercial and residential use,
{b) Employee agrees that the Company has a legitimate business
interest in maintaining the confidentiality of certain information an[d] in
protecting its relationship with prospective and existing customers.
Employee acknowledges that the restrictions contained in paragraph 1 {a)
are reasonable and necessary to protect this legitimate business interest. In
the event that any covenant contained in this paragraph 1 should be
determined to exceed limitations permitted by the applicable law, then any
court is expressly empowered to reform such covenant to provide the
maximum protection to the Company permitted by applicable law.
x * *
Remedies. If Employee breaches, or threatens to breach, any of the
provisions in this Agreement, the Company shall be entitled to apply for
and obtain injunctive relief to restrain such breach or threat of breach (it
being agreed that any such breach or threatened breach may cause
irreparable injury to the Company and that money damages may be difficult
to quantify and not provide adequate remedy), and shall also be entitled todamages and all costs of such litigation, including reasonable attorney's
fees.
7. Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
{Emphasis added). A true and correct copy of the Stewart Agreement is attached and incorporated
as Exhibit E.
Employee Departures from Peaden
13. On April 11, 2019, Peaden terminated Reilly's employment. Peaden and Reilly
subsequently executed Reilly's Severance Agreement on April 20, 2019. Through Reilly’s
Severance Agreement, Peaden agreed to make a severance payment to Reilly in the amount of
$11,634.70, payable in eleven weekly installments. In exchange for this payment, Reilly agreed
to a general release, as well as acknowledging that post-employment restrictive covenants
continued to apply and that Reilly’s Non-Compete Agreement was incorporated by reference.
14. On July 29, 2019, Stewart reigned her employment with Peaden, effective August
9, 2019.
15. On August 9, 2019, Sisk submitted his own resignation letter, along with the
resignation letters of three other management-level employees whom Sisk had induced to also
resign. These additional resignations were from (1) Ludwig, Peaden’s Plumbing Department
Manager, (2) John Buchanan (“Buchanan”), Peaden’s Electrical Service Manager, and (3) Dung
Diep (“Diep”), Peaden’s Install Field Supervisor, All of these resignations were effective
immediately.
16. | Upon information and belief, these resignations occurring on August 9, 2019, were
coordinated by the individuals and Sisk, with an intent to create as much disruption for Peaden aspossible. To that end, Sisk was a qualifying agent through whom Peaden maintained certain
licenses. Their immediate resignations were intended to cripple Peaden’s ability to perform the
full scope of services provided by the company. Likewise, Sisk, Ludwig, Buchanan and Diep
erased their company-issues cell phone prior to returning them and attempted to port the phone
numbers associated therewith to other phone lines.
Sisk’s Solicitation of Peaden Employees
17. Subsequent to his immediate resignation from employment with Peaden, Sisk
began employment with Holiday Beach Mechanical, Inc. (“HBM”), a company that was
incorporated on August 6, 2019—three days prior to Sisk's immediate resignation.
18. Upon information and belief, Sisk coordinated his own departure, as well as the
departures of Ludwig, Buchanan and Diep, to coincide with the creation of HBM.
19. Both prior to and since his resignation from employment, Sisk has contacted
employees of Peaden to solicit them to either resign their employment with Peaden or to come
work for HBM or one its affiliate companies. Subsequent to these solicitations, numerous
employees resigned from their positions with Peaden.
Ludwig's Solicitation of Peaden Employees
20. Subsequent to his immediate resignation from employment with Peaden, Ludwig
also began employment with HBM or an affiliated company.
21. Both prior to and since his resignation from employment, Ludwig has contacted
employees of Peaden to solicit them to either resign their employment with Peaden or to come
work for HBM or one its affiliate companies. Subsequent to these solicitations, numerous
employees resigned from their positions with Peaden.
10Reilly's Solicitation of Peaden Employees
22. Subsequent to the termination of her employment with Peaden, Reilly began
working for a company commonly known as Holiday Beach Rentals Development, a vacation
rental management company that performs its own maintenance services (comparable to that
provided by Peaden) or utilizes its sister-company, HBM, to perform maintenance services on
managed properties. Reilly’s new employer is engaged in activities that are competitive with
Peaden, including but not limited to the sale, installation, servicing, repairing and maintenance of
HVAC, plumbing, electrical, and control systems for commercial or residential use.
23. In or around June 2019, Reilly began soliciting employees of Peaden to come work
for Holiday Beach Rentals Development or one of its affiliate companies.
24. On June 26, 2019, Peaden, through the undersigned counsel, sent a cease and desist
letter to Reilly, demanding that she stop all solicitation of Peaden employees and that she return
all severance payments previously made to her due to her violation of her restrictive covenants.
Reilly never responded to this demand.
Ludwig's Solicitation of Peaden Employees
25. Subsequent to his resignation from employment with Peaden, Ludwig began
employment with HBM or one of its affiliate companies
26. Upon information and belief, since his resignation from employment, Ludwig has
contacted employees of Peaden to solicit them to either resign their employment with Peaden or
to come work for HBM or one its affiliate companies,
27. Upon information and belief, Ludwig’s new employer is engaged in activities that
are competitive with Peaden, including but not limited to the sale, installation, servicing, repairing
11and maintenance of HVAC, plumbing, electrical, and control systems for commercial or residential
properties.
COUNT I - BREACH OF CONTRACT AGAINST SISK
28. Peaden incorporates and realleges the material allegations included in paragraphs
1-27 as if set forth fully herein.
29. During his employment with Peaden, Sisk executed a Non-Solicitation, Non-
Compete and Non-Disclosure Agreement.
30. On August 9, 2019, Sisk resigned his employment with Peaden, effective
immediately.
31. In violation of Article 1 (a) of the Sisk Agreement, Sisk has solicited employees of
Peaden to resign their employment with Peaden and to work for another company. Such
solicitations occurred both before and after Sisk’s resignation from employment with Peaden and
have resulted in several employees of Peaden resigning their positions.
34. Sisk’s actions are an intentional, direct and material breach of the Sisk Agreement.
35. Sisk’s actions are causing and will continue to cause irreparable injury to Peaden.
36. Asconceded by Sisk in Article 1(b) of the Sisk Agreement, Peaden has a legitimate
business interest in enforcing the restrictive covenants included in the Sisk Agreement. More
specifically, Peaden has a legitimate business interest in enforcing its restrictive covenants
because: {1} Peaden continues to carry on its business in the Northwest Florida and south Alabama
market; {2} Peaden has substantial relationships with existing customers and clients in the
Northwest Florida and south Alabama market; and (3) Peaden has expended considerable
resources developing customer goodwill associated with its ongoing HVAC, plumbing and
12electrical installation, maintenance and servicing business in the Northwest Florida and south
Alabama markets.
37. Enforcement of the non-solicitation restrictive covenant is reasonably necessary to
protect Peaden's legitimate business interests, and there is no adequate remedy at law available to
Peaden.
38. Peaden has retained the undersigned law firm and agreed to pay reasonable
attorney's fees and costs incurred in this case.
39. Pursuant to Article 4 of the Sisk Agreement and Section 542.335, Florida Statutes,
the Court may award Peaden reasonable attorney’s fees and costs if it prevails.
WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary
and permanent injunction against the violation by Sisk of his covenant against solicitation of
employees, award damages to Peaden caused by Sisk's conduct, and grant any other and further
relief, including interest and attorney's fees and costs, as the Court deems appropriate.
COUNT II - BREACH OF CONTRACT AGAINST LUDWIG
28. Peaden incorporates and realleges the material allegations included in paragraphs
1-27 as if set forth fully herein.
29. During his employment with Peaden, Ludwig executed a Non-Solicitation, Non-
Compete and Non-Disclosure Agreement.
30. On August 9, 2019, Ludwig resigned his employment with Peaden, effective
immediately.
31. In violation of Article 1{a) of the Ludwig Agreement, Ludwig has solicited
employees of Peaden to resign their employment with Peaden and to work for another company.
Such solicitations have resulted in several employees of Peaden resigning their positions.
1334. Ludwig's actions are an intentional, direct and material breach of the Ludwig
Agreement.
35. Ludwig's actions are causing and will continue to cause irreparable injury to
Peaden.
36. As conceded by Ludwig in Article 1(b) of the Ludwig Agreement, Peaden has a
legitimate business interest in enforcing the restrictive covenants included in the Sisk Agreement.
More specifically, Peaden has a legitimate business interest in enforcing its restrictive covenants
because: (1) Peaden continues to carry on its business in the Northwest Florida and south Alabama
market; (2) Peaden has substantial relationships with existing customers and clients in the
Northwest Florida and south Alabama market; and (3) Peaden has expended considerable
resources developing customer goodwill associated with its ongoing HVAC, plumbing and
electrical installation, maintenance and servicing business in the Northwest Florida and south
Alabama markets.
37. Enforcement of the non-solicitation restrictive covenant is reasonably necessary to
protect Peaden’s legitimate business interests, and there is no adequate remedy at law available to
Peaden.
38. Peaden has retained the undersigned law firm and agreed to pay reasonable
attorney's fees and costs incurred in this case.
39. Pursuant to Article 4 of the Ludwig Agreement and Section 542.335, Florida
Statutes, the Court may award Peaden reasonable attorney's fees and costs if it prevails.
WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary
and permanent injunction against the violation by Ludwig of his covenant against solicitation of
14employees, award damages to Peaden caused by Ludwig 's conduct, and grant any other and further
relief, including interest and attorney's fees and costs, as the Court deems appropriate.
COUNT Ill - BREACH OF CONTRACT AGAINST REILLY — NON-SOLICITATION
40. Peaden incorporates and realleges the material allegations included in paragraphs
1-27 as if set forth fully herein.
41. During her employment with Peaden, Reilly executed a Non-Solicitation, Non-
Compete and Non-Disclosure Agreement.
42. On April 11, 2019, Reilly's employment with Peaden was terminated.
43. In violation of Article 1(a) of the Reilly Non-Solicitation Agreement, Reilly has
solicited employees of Peaden to resign their employment with Peaden and to work for another
company.
44. _ Reilly’s actions are an intentional, direct and material breach of the Reilly Non-
Solicitation Agreement.
45. _ Reilly’s actions are causing and will continue to cause irreparable injury to Peaden.
46. As conceded by Reilly in Article 1{b) of the Reilly Non-Solicitation Agreement,
Peaden has a legitimate business interest in enforcing the restrictive covenants included in the Sisk
Agreement. More specifically, Peaden has a legitimate business interest in enforcing its restrictive
covenants because: (1) Peaden continues to carry on its business in the Northwest Florida and
south Alabama market; (2) Peaden has substantial relationships with existing customers and clients
in the Northwest Florida and south Alabama market; and (3) Peaden has expended considerable
resources developing customer goodwill associated with its ongoing HVAC. plumbing and
electrical installation, maintenance and servicing business in the Northwest Florida and south
Alabama markets.
1547. Enforcement of the non-solicitation restrictive covenant is reasonably necessary to
protect Peaden's legitimate business interests, and there is no adequate remedy at law available to
Peaden.
48. Peaden has retained the undersigned law firm and agreed to pay reasonable
attorney's fees and costs incurred in this case.
49. Pursuant to Article 4 of the Reilly Agreement and Section 542.335, Florida Statutes,
the Court may award Peaden reasonable attorney's fees and costs if it prevails.
WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary
and permanent injunction against the violation by Reilly of her covenant against solicitation of
employees, award damages to Peaden caused by Reilly's conduct, and grant any other and further
relief, including interest and attorney's fees and costs, as the Court deems appropriate.
COUNT IV - BREACH OF CONTRACT AGAINST STEWART
50. Peaden incorporates and realleges the material allegations included in paragraphs
1-27 as if set forth fully herein.
51. During her employment with Peaden, Stewart executed a Non-Solicitation, Non-
Compete and Non-Disclosure Agreement.
52. On July 29, 2019, Stewart resigned her employment with Peaden, effective August
9, 2019.
53. In violation of Article 1a) of the Stewart Agreement, Stewart has solicited
employees of Peaden to resign their employment with Peaden and to work for another company.
54. Stewart’s actions are an intentional, direct and material breach of the Stewart
Agreement.
1655. Stewart's actions are causing and will continue to cause irreparable injury to
Peaden.
56. As conceded by Stewart in Article 1(b) of the Stewart Agreement, Peaden has a
legitimate business interest in enforcing the restrictive covenants included in the Stewart
Agreement. More specifically, Peaden has a legitimate business interest in enforcing its restrictive
covenants because: (1) Peaden continues to carry on its business in the Northwest Florida and
south Alabama market; (2) Peaden has substantial relationships with existing customers and clients
in the Northwest Florida and south Alabama market; and (3) Peaden has expended considerable
resources developing customer goodwill associated with its ongoing HVAC, plumbing and
electrical installation, maintenance and servicing business in the Northwest Florida and south
Alabama markets.
57. Enforcement ofthe non-solicitation restrictive covenant is reasonably necessary to
protect Peaden’s legitimate business interests, and there is no adequate remedy at law available to
Peaden.
58. Peaden has retained the undersigned law firm and agreed to pay reasonable
attomey's fees and costs incurred in this case.
59. Pursuant to Article 4 of the Stewart Agreement and Section 542.335, Florida
Statutes, the Court may award Peaden reasonable attorney's fees and costs if it prevails.
WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary
and permanent injunction against the violation by Stewart of her covenant against solicitation of
employees, award damages to Peaden caused by Stewart's conduct, and grant any other and further
relief, including interest and attorney's fees and costs, as the Court deems appropriate.
17COUNT V - BREACH OF DUTY OF LOYALTY AGAINST SISK
60. — Peaden incorporates and realleges the material allegations included in paragraphs
1-27 as if set forth fully herein.
61. Sisk, as an Officer and Senior Vice President of Operations for Peaden, was an
agent of Peaden and owed Peaden a duty of loyalty to discharge his responsibilities and to act at
all times in the best interests of Peaden. The relationship that existed between Peaden and Sisk
afforded Sisk the power and means to take undue advantage of Peaden.
62. Sisk breached his duty of loyalty and duty of trust and confidentiality by failing to
pursue opportunities for the benefit of Peaden and/or positioning himself to act on corporate
opportunities for the benefit of himself and/or a competitive business that he was establishing or
had established; engaging in self-dealing; and failing to disclose and/or actively concealing
information from Peaden. Specifically, by soliciting and coordinating the departures of numerous
key employees of Peaden to work for a new company, Sisk breached his duties to Peaden
63. Sisk also breached his duty of loyalty by using company time, money and other
resources while still employed by Peaden to, at a minimum, solicit other employees of Peaden to
leave Peaden and work at a competitive business.
64. The above-described actions were intentional and made in bad faith, lacked the care
that an ordinarily prudent person in a like position would exercise, and were contrary to the best
interests of Peaden, all in violation of Florida law. The actions were perpetuated while Sisk was
employed by Peaden and were done in anticipation of a future competitive business against
Peaden.
1865. Asa direct and proximate result of Sisk’s actions, Peaden has suffered damages,
including those resulting from lost income, opportunities with prospective customers, diminished
reputation and loss of goodwill, diminished competitive advantage, and decreased productivity.
66. | Peaden has retained the undersigned law firm and agreed to pay reasonable
attorney's fees and costs.
WHEREFORE, Peaden respectfully requests this Court enter judgment in its favor and
against Sisk, and grant it compensatory damages in an amount to be determined by a jury, as well
as any other and further relief, including interest costs, that the Court deems appropriate.
COUNT VI - BREACH OF SEVERANCE AGREEMENT AGAINST REILLY
67. Peaden incorporates and realleges the material allegations included in paragraphs
1-27 as if set forth fully herein.
68. On April 11, 2019, Peaden terminated Reilly’s employment. Peaden and Reilly
subsequently executed Reilly's Severance Agreement on April 20, 2019. Through Reilly’s
Severance Agreement, Peaden agreed to make a severance payment to Reilly in the amount of
$11,634.70, payable in eleven weekly installments. In exchange for this payment, Reilly agreed
to a general release, as well as acknowledging that post-employment restrictive covenants
continued to apply and Reilly's Non-Solicitation Agreement was incorporated by reference.
69. Reilly breached her obligations under the Reilly Severance Agreement by soliciting
Peaden employees in violation of the incorporated provisions of the Reilly Non-Solicitation
Agreement.
70. Reilly’s actions are a direct and material breach of the Reilly Severance Agreement
and, as a result, have prevented Peaden from receiving the benefit of its bargain. In short, Reilly
19has severance payments from Peaden without complying with the obligations requisite to receive
such payments.
71. Reilly’s actions have caused damages to Peaden.
72. Pursuant to paragraph 11 of the Reilly Severance Agreement and Section 542.335,
Florida Statutes, the Court may award Peaden reasonable attorney's fees and costs if it prevails.
WHEREFORE, Peaden respectfully requests this Court enter a judgment in its favor and
against Reilly for breach of the Reilly Non-Solicitation Agreement, award damages to Peaden
caused by Reilly's breach, and grant any other and further relief, including interest and attorney's
fees and costs, as the Court deems appropriate.
COUNT VII - CIVIL CONSPIRACY AGAINST ALL DEFENDANTS
73. Peaden incorporates and realleges the material allegations included in paragraphs
1-27 as if set forth fully herein.
74. — Sisk, Ludwig, Reilly and Stewart are parties to a civil conspiracy in which they
collectively conspired to use their respective positions of influence at Peaden to harm ongoing
relationships between Peaden and its employees and to solicit Peaden employees to resign their
employment and to work for a new company with which Sisk, Ludwig, Reilly and Stewart had
relationships.
75. Sisk, Ludwig, Reilly and Stewart collectively committed numerous overt acts in
furtherance of this conspiracy—including the solicitation of numerous Peaden employees in
violation of their respective restrictive covenant agreements with Peaden.
76. Additionally, Sisk, Ludwig, Reilly and Stewart, by virtue of their respective
positions at Peaden prior to the respective ends to their employment positions and by virtue of the
combination of their efforts both before and subsequent to the ends of their respective
20employments, have engaged in activities designed to discredit and harm Peaden's business
reputation. The collective actions of Sisk, Ludwig, Reilly and Stewart in this regard were
malicious.
77. As a direct and proximate result of this civil conspiracy, Peaden has suffered
damages, including lost income, opportunities with existing and prospective customers,
diminished reputation and loss of goodwill, diminished competitive advantage, and decreased
productivity.
WHEREFORE, Peaden respectfully requests this Court enter judgment in its favor and
against Sisk, Ludwig, Reilly and Stewart, and grant it compensatory damages in an amount to be
determined by a jury, as well as any other and further relief, including interest and attorney's fees
and costs, that the Court deems appropriate.
PEADEN DEMANDS A JURY TRIAL.
21Respectfully submitted this the 23rd day of August, 2019.
& Daniel k, Harrell
JEREMY C. BRANNING
Florida Bar No, 507016
DANIEL E. HARRELL
Florida Bar No, 105222
CLARK PARTINGTON, ATTORNEYS AT LAW
P.O. Box 13010
Pensacola, FL 32591-3010
Telephone: (850) 434-9200
Facsimile: (850) 43
Email: ibrannine@clarkpartington com
Email: dharreligeclarkpartingion com
. 4 1glon.¢
Attorneys for PEADEN, LLCVERIFICATION
STATE OF FLORIDA,
COUNTY OF &, ad cen ee
Before me, the undersigned Notary Public, duly authorized to administer oaths and take
acknowledgments, personally appeared Briant Daws, who, after being first duly sworn, deposes
and says as follows:
1. He is the Rasidaatt __...., of Peaden, LLC., the named “Plaintiff” in the foregoing
Complaint.
2. In such capacity, he has authority to make this verification on behalf of Plaintiff,
3. In his capacity as Regie wt , he has access to and control over the books
and records kept and maintained by Plaintiff in regard to the facts described in the Complaint;
4A, He has read the foregoing Complaint against Defendants, RICHARD SISK, ERIC
LUDWIG, VIVIENNE REILLY, and CHERI STEWART, and swears under oath that the facts
and matters alleged and contained therein are true and correct to the best of his knowledge and
belief:
5. He has made this affidavit either upon his own personal knowledge of the facts
involved or based upon the books and records customarily kept and maintained by Plaintiff.
FURTHER AFFIANT SAYS NOT.
PEADEN, LLC
By: Briant Daws
Its:
23STATE OF FLORIDA
COUNTY oF “2
‘The foregoing instrument was sworn and subscribed before me this // Asay of August,
2019, by BRIANT DAWS, as Peesideyt of Peaden, LLC, a Florida limited liability
company, on behalf of the company, who ( ) is personally known to me or (05 has produced
EA Deed Lecce re as identification and who did take an oath that the statements therein
are true and the best of his knowledge and belief.
My Commission Expires:_
Commission Now 6 @ €¥¥ 99EXHIBIT AADEM
Air Conditioning «Plumbing * Electrical
NON-SOLICITA TION, NOS-COMPETE AND NON-DISCLOSURE AGREEMENT
Employee's continued empiyynien Peadan, LLC ithe
ideration, the receipt and auffict of which is hereby
“a, is voning ibe legal
fay i oyed by the Comapty and fox @ pet af ‘one a
year after tertnination of Employee's employment, Employee will not, dircetly or ind!
om heeself, a suckholder, partter, invester, director, officer, <1
ty or work that is in any
p the territory where Cer
ithe “Perritory™),
the States of Georgia, Florida, Alabuna, and Minsissippi
ah Solick, call upon or perform any services for avy Customer (defined below),
ty terminate or
Came, induce or enc:
velationship,
age any Cusomer or any
woody aay actual
olicit, hire or enploy, or cause any other person of company to solicit, hire or employ
wetor retained or employed by the Company.
>
ayee oF o0
any ery
wir” means all persons, companies or other entities by which the Company was engaged to provide the
Company's Business Services during the period Employee was employed by the Company. The “Company's
Business Services” means the sale, installation, muintenance and service of HVA combing, & Electrical
equigmest and syateme for wood fame construction, multifamily housing units.
yee agrees tat the Company het a legi epost in maintaining the
informuion an in protecting its rslaoos og with prospective wd existing. customers
Ee cloves nekine vlad; ther the restricions contained in parag a) are remsonable necetsary fo protect
this legitimate business (x Te the event that any rare eomained in this paragraph 1 she be determined
aceed limitations pennitied by applicable law, then any court is expressly empowered to reform auch covenant
p provide the maximums protection to the Company pesmitied by applicab
2 Nondisclosure of Confidential uformation,
i / During the course of Eaiployee's employment with the Company, he will be provided with access
6 and use of the Company's Confidential Information. Both during and afler employment, Employee () will not
6 any Confidential iefowmaat for bis or her own benefit of the benefit of anyone other than the Company, (1)
directly or indirsetly, divs! yy Confidential Information to anyone outside of the Company except for
se of proper performance of Eny oo's fob duties, and (10 or her best efforts to keep
the Confidentia! Information confidential. “Confidential Information” means confidential and proprietary
peaden.com
|
i
i
|
|
i
\
|
|
|
|Page
Services, employees, and customers, including but not Emited to information concernin
ines Services organization structure, and marketing plans sales ais, finan
the Company's
data, the identiy of preeent and prospective customers, contract, bids, pricing information, trade secrets, the
Company's policies, standards, procedures, procestes, know-how and practices, and infonnation belonging w
uch as cusioniers and suppliers.
third parti
) shell not apoly to any infermetion that is:
through no wrongfal or negiigent act of Emple
, directly or indirectly, of Confidential
{hy contained in paragraph 2
generelly known, or becomes. generally Keown, t the public
Wy) bas. been independently developed by Employee without ut
f (Hi) is approved for release by prior written authorization of vhe Company; or (iv) Is required t be
stlosed by operation of law, provided that the Employee gives prior written, notice of such required disclosure to
: and takes reasonable steps to allow the Company te seek t protect the confidentiality of 7
Confidential (aformation required to be disclosed,
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Upon termination of Employee's employment, Employee shall return 8 the Company all
property of the Company. in employee's possession or comrol, inchuding any Confidential Information and other
gnaterials relating to the Company's Bush Services, whether or nol. created by Employee.
3. i Employee acknowledges that bis or her employment with the Company
*terminable-at-will® and that. Employee's employment and compensation may be terminated, with ar wi
cause, and with or without notice, at any time at the option of the Company or Employee.
4. Remedies, if Employee breaches, or threatens to breach, any of the provisions In this Agreement, the
Company shall be led to apply for and obtain injunctive relief to restrin. such breach or thmat of breach
being agreed that any such breach or threatened breach may cause irreparable injury to the Company and that
money damages may be diffcult te quantify and not provide adequaty remedy), and shall also be entitled to
damages and ail costs of such litigation, including reasonable attorney's fees.
3 Survival; Waiver. This Agreement cannot be modified except by written agreement signed by hoth the
Company and Employes. Any waiver by any party of avy right or interest hereunder shall not imply the waiver
any other right or interest or any subsequent: waiver,
6 Severability, The covenants and provisions of this Agreement are severable and distinct end Y any
provision or covenant of this Agreement is held to be invalid or unenforceable, the other provisions or covenants
ofthis Agreeriont shall remain in fill force and effect,
h ioventing Law. This Agreement shall be governed by the laws of the State of Florida.
Should employee be laid off or terminated without cause, employment agreement 1s deemed non-eoforceable, Both
parties hereto have read the foregoing Agreement in its entirety and voluntarily agree to cach of its terms
with full kaowledge thereof,
TN WITNESS WHEREOP, the parties executed this Agreement the day, month and year stated below.
Kichted 0. Sishe bch £2 Sox Delis
Employee Name {Printed}. iguployees Signature Date
eer Ayenck NgGs
Witness Name Witness Signature / ¥i [ Gv Date
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\EXHIBIT BAlr Conditioning * Plumbing + Electrical
i
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i
NON-SOLICITATION, NON-COMPETE AND NON-DISCLOSURE AGREEMENT
As a condition of and as consideration for, Bmployee's condrtued employment by Peaden, LLC (the
*Company”), ond for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee, intending to be legally bound, agrees tothe following provisions:
1. Nom-solicitation: Non-eompetition.
(a) Employee agrees that, while Employee is employed by the Company und for a period of one (1)
year after termination by either party of Employee's employment, Employee will not, directly or indirectly, either
for himself or herself, or as a.stockhalder, partner, investor, director, officer, employee, consultant, contractor or
agent, or in any other capacity:
oO Engage iv any business activity or work that is in any way competitive with the
Company's Business Services. (as defined below) within the territory where Company does business. Presently:
the States of Georgie, Florida, Alabama, and Mississippi (the "Territory",
Gd Solicit, call upon or perform any services for any Custotner (defined below),
di) Cause, induce or encourage any Customer or any other person or entity to terminate or
modify any actual or prospective relationship, or
dy) Solicit, hie or employ, or cause any other person or comparty to solicit, hire or employ
any employee or contractor retained of employed by the Company.
*Cystomer” means all persous, companies or other entities by which the Company was engaged to provide the
Company's Business Services during the period Employee was employed by the Company. The "Company's
s" means the sale, installation, maimtenange and service of HVAC, Plumbing, & Electrical
equipment and systems for wood frame construction, multi-family housing units,
(by Employee agrees that the Company has a legitimate business interest in mainteining the
confidentiality of certain information an in protecting its relationships with prospective and existing customers,
Employee acknowledges that the restrictions contained in paragraph (a) are reasonable and necessary to protect
this legitimate business interest, In the event that any covenant-contained in this paragraph 1 should be determined
to exceed limitations permitted by applicable iaw, then any court is expressly empowered te reform such covenant
to provide the maximum protection to the Company permitted by applicable law.
itr of Confident tnftrinati
fa) / Durlng-the course of Employee's employnient with the Company, he will be provided with access
to and ase of the Company's Confidential Information. Both during and after employment, Employee () will not
use any Confidential Information for his or her own benefit or the benefit of anyone other than the Company, (i)
will not, directly or. indirectly, disclose any Confidential Information to anyone outside of the Company except for
and in the course of proper perfurmatce of Employee's job duties, and (fii) will use his or her best efforts to keep
the Confidential Information confidential. “Confidential Information” means confidential and proprietary
Bn
peaden.comPage ? of 2
infonne in any form or medivm (vrltien, verbally presented, primed, graphic, electronic or other
the Conrpany's Basiness Services, employees, and customers, Including but not limited fo information
the Company's Business Services organization or structure, business and marketlng plans, sales alle, firanciai
data, the identity of present and prospective customers, contracts, bids pricing information, tade seensts, the
Company's policies, standards, procedures, processes, know-how and prs 4, and information belorging to
third parties such ax customers and suppliers,
oo) ‘The restrictions contained im paragraph 2(a\ shall met apply te ony information that ie (i)
generally Known, or becomes generally known, to the public through no wrongful or negligent act of Employes;
GH bas been independently developed by Employee without ose, directly or indirectly, of Confidential
Information: (1) is approved for teh by pelor writen authorization of the Company; or (iv) & required to be
disclewed by operation of law, provided that the Eimployee gives prior written antics of mach required disclosure to
the Company and takes reasonable eps to allow the Company to sock te protect the confidestiaity of the
Confidemtial Infoemation required. w be disclosed,
fe) Upon termination of Employee's employment, Employee shall return ty the Company ali
property of the Company in emyployee's possession or control, including any Confidential Information and other
materials relating 10 the Company's Susiness Services, whether or not created by Employee.
3. Wi Employee acknowledges that his or her employment with the ©
“erminable-at-will” and that Employee's employment and compersatiin tay be weminaied, with
eguse, and with or without notice, at any tine at the option of te Company or Employee.
Ooay 1s,
ar withont
4, Remedies, tf Employee breaches, or threatens to breach, any of the provisions in this Agreement, the
Company shall be entitled to apply for and obtain injunctive relief to restrain such breach of threat of breach (it
‘being agreed that any such breach or threatened breach may cause ineparable lnlury to the Company and that
money damages may be difficult to quantify and not provide adequate remedy), and Atm’! also be entitled to
damages and all costs of such (tigation, including masimable attorney's fees.
3 Survival: Waiver. This Agreement cannot be mod
Preview
Filing # 94668953 E-Filed 08/23/2019 11:23:10 AM IN THE CIRCUIT COURT FOR THE FOURTEENTH JUDICIAL CIRCUIT IN AND FOR BAY COUNTY, FLORIDA PEADEN, LLC, Plaintiff, y. CASE NO. 19003214CA RICHARD SISK, ERIC LUDWIG, VIVIENNE REILLY, and CHERI STEWART, Defendants. | VERIFIED COMPLAINT Plaintiff, PEADEN, LLC ("Peaden"), sues Defendants, RICHARD SISK ("Sisk"), ERIC LUDWIG (“Ludwig”), VIVIENNE REILLY (“Reilly”), and CHERI STEWART (“Stewart”), and states the following material allegations: PARTIES, JURISDICTION AND VENUE 1. This is an action seeking injunctive relief and monetary damages in excess of $15,000.00. 2. PEADEN, LLC is a Delaware limited liability company with a principal place of. business at 620 West Baldwin Road, Panama City, Florida 32405. 3. RICHARD SISK is a Florida resident who resides at 9230 S. Silver Lake Road, Fountain, Florida 32438. Sisk formerly was an Officer and Senior Vice President of Operations at Peaden. 4. ERIC LUDWIG is a Florida resident who resides at 145 Hill Drive, Callaway, Florida 32404. Ludwig formerly was a manager at Peaden.5. VIVIENNE REILLY is a Florida resident who resides at 2927 Fawn Road, Southport, Florida 32409. Reilly formerly was a manager at Peaden. 6. CHERI STEWART is a Florida resident who resides at 5322 Stewart Drive, Panama City, Florida 32404. Stewart formerly was an employee at Peaden. 7. Venue is proper in this Court because the causes of action arose in Bay County, Florida. FACTUAL ALLEGATIONS The Employee Agreements 8. Sisk was formerly employed as Senior Vice President of Operations for Peaden. During his employment with Peaden, Sisk executed a Non-Solicitation, Non-Compete and Non- Disclosure Agreement ("Sisk Agreement"), the pertinent portions of which state: 1. Non-solicitation: Non-competition. (a) Employee agrees that, while Employee is employed by the Company and for a period of one (1) year after termination by either party of Employee's employment, Employee will not, directly or indirectly, either for himself or herself, or as a stockholder, partner, investor, director, officer, employee, consultant, contractor or agent, or in any other capacity: iH Engage in any business activity or work that is in any way competitive with the Company's Business Services {as defined below) within the territory where Company does business Presently: the States of Georgia, Florida, Alabama, and Mississippi {the “Territory”), {ii} Solicit, call upon or perform any services for any Customer (defined below}, {iii) | Cause, induce or encourage any Customer or any other person or entity to terminate or modify any actual or prospective relationship, or (iv) Solicit, hire or employ, or cause any other person or company to solicit, hire or employ any employee or contractor retained or employed by the Company.“Customer” means all persons, companies or other entities by which the Company was engaged to provide the Company's Business Services during the period Employee was employed by the Company. The "Company's Business Services” means the sale, installation, maintenance and service of HVAC, Plumbing, and Electrical equipment and systems for wood frame construction, multi-family housing units. {b) Employee agrees that the Company has a legitimate business interest in maintaining the confidentiality of certain information an[d] in protecting its relationship with prospective and existing customers. Employee acknowledges that the restrictions contained in paragraph 1 {a) are reasonable and necessary to protect this legitimate business interest. In the event that any covenant contained in this paragraph 1 should be determined to exceed limitations permitted by the applicable law, then any court is expressly empowered to reform such covenant to provide the maximum protection to the Company permitted by applicable law. x * * 4. Remedies. If Employee breaches, or threatens to breach, any of the provisions in this Agreement, the Company shall be entitled to apply for and obtain injunctive relief to restrain such breach or threat of breach (it being agreed that any such breach or threatened breach may cause irreparable injury to the Company and that money damages may be difficult to quantify and not provide adequate remedy), and shall also be entitled to damages and all costs of such litigation, including reasonable attorney's fees. * * * 7. Governing Law. This Agreement shall be governed by the laws of the State of Florida. (Emphasis added}. A true and correct copy of the Sisk Agreement is attached and incorporated as Exhibit A. 9. Ludwig formerly was a manager at Peaden. During his employment with Peaden, Ludwig executed a Non-Solicitation, Non-Compete and Non-Disclosure Agreement ("Ludwig Agreement"}, the pertinent portions of which state:Non-solicitation: Non-competition, {a} Employee agrees that, while Employee is employed by the Company and for a period of one (1) year after termination by either party of Employee's employment, Employee will not, directly or indirectly, either for himself or herself, or as a stockholder, partner, investor, director, officer, employee, consultant, contractor or agent, or in any other capacity: (i) Engage in any business activity or work that is in any way competitive with the Company's Business Services (as defined below) within the territory where Company does business. Presently: the States of Georgia, Florida, Alabama, and Mississippi {the "Territory"), (ii) Solicit, call upon or perform any services for any Customer (defined below), {iii} | Cause, induce or encourage any Customer or any other person or entity to terminate or modify any actual or prospective relationship, or {iv) Solicit, hire or employ, or cause any other person or company to solicit, hire or employ any employee or contractor retained or employed by the Companiy. “Customer” means all persons, companies or other entities by which the Company was engaged to provide the Company's Business Services during the period Employee was employed by the Company. The "Company's Business Services” means the sale, installation, maintenance and service of HVAC, Plumbing, and Electrical equipment and systems for wood frame construction, multi-family housing units. {b) Employee agrees that the Company has a legitimate business interest in maintaining the confidentiality of certain information an[d] in protecting its relationship with prospective and existing customers. Employee acknowledges that the restrictions contained in paragraph 1 {a) are reasonable and necessary to protect this legitimate business interest. In the event that any covenant contained in this paragraph 1 should be determined to exceed limitations permitted by the applicable law, then any court is expressly empowered to reform such covenant to provide the maximum protection to the Company permitted by applicable law. * * * Remedies. If Employee breaches, or threatens to breach, any of the provisions in this Agreement, the Company shall be entitled to apply forand obtain injunctive relief to restrain such breach or threat of breach (it being agreed that any such breach or threatened breach may cause irreparable injury to the Company and that money damages may be difficult to quantify and not provide adequate remedy), and shall also be entitled to damages and all costs of such litigation, including reasonable attorney's fees. Governing Law. This Agreement shall be governed by the laws of the State of Florida. (Emphasis added). A true and correct copy of the Ludwig Agreement is attached and incorporated as Exhibit B. 10. Reilly formerly was a manager at Peaden. During her employment with Peaden, Reilly executed a Non-Solicitation, Non-Compete and Non-Disclosure Agreement ("Reilly Non- Solicitation Agreement"), the pertinent portions of which state: 1, Non-solicitation: Non-competition. {a} Employee agrees that, while Employee is employed by the Company and for a period of one (1) year after termination by either party of Employee's employment, Employee will not, directly or indirectly, either for himself or herself, or as a stockholder, partner, investor, director, officer, employee, consultant, contractor or agent, or in any other capacity: iH Engage in any business activity or work that is in any way competitive with the Company's Business Services {as defined below) within the territory where Company does business Presently: the States of Georgia, Florida, Alabama, and Mississippi {the “Territory”), {ii} Solicit, call upon or perform any services for any Customer (defined below}, {iii} | Cause, induce or encourage any Customer or any other person or entity to terminate or modify any actual or prospective relationship, or (iv) Solicit, hire or employ, or cause any other person or company to solicit, hire or employ any employee or contractor retained or employed by the Company.7. “Customer” means all persons, companies or other entities by which the Company was engaged to provide the Company's Business Services during the period Employee was employed by the Company. The "Company's Business Services" means the sale, installation, servicing, repairing and maintenance of HVAC, plumbing, electrical and their control systems for commercial and residential use. {b) Employee agrees that the Company has a legitimate business interest in maintaining the confidentiality of certain information an[d] in protecting its relationship with prospective and existing customers. Employee acknowledges that the restrictions contained in paragraph 1 (a) are reasonable and necessary to protect this legitimate business interest. In the event that any covenant contained in this paragraph 1 should be determined to exceed limitations permitted by the applicable law, then any court is expressly empowered to reform such covenant to provide the maximum protection to the Company permitted by applicable law. * * * Remedies. If Employee breaches, or threatens to breach, any of the provisions in this Agreement, the Company shall be entitled to apply for and obtain injunctive relief to restrain such breach or threat of breach (it being agreed that any such breach or threatened breach may cause irreparable injury to the Company and that money damages may be difficult to quantify and not provide adequate remedy), and shall also be entitled to damages and all costs of such litigation, including reasonable attorney's fees. Governing Law. This Agreement shall be governed by the laws of the State of Florida. (Emphasis added). A true and correct copy of the Reilly Non-Solicitation Agreement is attached and incorporated as Exhibit C. 11. At the end of her employment with Peaden, Reilly also executed a Severance Agreement and General Release (“Reilly Severance Agreement”), the pertinent portions of which state? 4. Post-Employment Restrictive Covenants Continue to Apply. You acknowledge and agree that you remain bound by the post- termination obligations set forth in your Non-Solicitation, Non-11. 12. 13. A true and correct copy of the Reilly Severance Agreement is attached and incorporated as Exhibit D. 12. Stewart formerly was employed by Peaden as an Install Coordinator. During her employment with Peaden, Reilly executed a Non-Solicitation, Non-Compete and Non-Disclosure Compete, and Non-Disclosure Agreement effective December 2, 2016. Employee expressly acknowledges that Company, its successors, and assigns are authorized to enforce these post- termination provisions. * * * Breach of this Agreement. If you breach any promises or covenants in this Agreement, including filing a lawsuit with respect to the subject matter released herein, it will be a material breach of the terms which will entitle the Company to recover from you any money paid to you and to pursue any other remedy at law or in equity, as well as costs and reasonable attorneys’ fees incurred in enforcing this Agreement. Entire Agreement; Integration. . . The Agreement contains the entire agreement and understanding of the parties regarding the subject matter hereof and there are no additional promises or terms among the parties other than those contained herein and the Non- Solicitation, Non-Compete, and Non-Disclosure Agreement effective December 2, 2016, incorporated herein by reference. This Agreement shall not be modified except in writing signed by each of the parties. Governing Law and Venue, This Agreement shall be construed in accordance with the laws of the State of Florida, other than its laws regarding conflicts of laws. Any suit or proceeding brought hereunder shall have its situs in Bay County, Florida. That language shall not be construed for or against any of the parties. Agreement ("Stewart Agreement"), the pertinent portions of which state: 1. Non-solicitation: Non-competition. {a} Employee agrees that, while Employee is employed by the Company and for a period of one (1) year after termination by either party of Employee's employment, Employee will not, directly or indirectly, eitherfor himself or herself, or as a stockholder, partner, investor, director, officer, employee, consultant, contractor or agent, or in any other capacity: {i) Engage in any business activity or work that is in any way competitive with the Company's Business Services (as defined below) within the territory where Company does business. Presently: the States of Georgia, Florida, Alabama, and Mississippi {the "Territory"), (ii) Solicit, call upon or perform any services for any Customer (defined below), {iii} | Cause, induce or encourage any Customer or any other person or entity to terminate or modify any actual or prospective relationship, or (iv) Solicit, hire or employ, or cause any other person or companty to solicit, hire or employ any employee or contractor retained or employed by the Company. “Customer” means all persons, companies or other entities by which the Company was engaged to provide the Company's Business Services during the period Employee was employed by the Company. The "Company's Business Services" means the sale, installation, servicing, repairing and maintenance of HVAC, plumbing, electrical and their control systems for commercial and residential use, {b) Employee agrees that the Company has a legitimate business interest in maintaining the confidentiality of certain information an[d] in protecting its relationship with prospective and existing customers. Employee acknowledges that the restrictions contained in paragraph 1 {a) are reasonable and necessary to protect this legitimate business interest. In the event that any covenant contained in this paragraph 1 should be determined to exceed limitations permitted by the applicable law, then any court is expressly empowered to reform such covenant to provide the maximum protection to the Company permitted by applicable law. x * * Remedies. If Employee breaches, or threatens to breach, any of the provisions in this Agreement, the Company shall be entitled to apply for and obtain injunctive relief to restrain such breach or threat of breach (it being agreed that any such breach or threatened breach may cause irreparable injury to the Company and that money damages may be difficult to quantify and not provide adequate remedy), and shall also be entitled todamages and all costs of such litigation, including reasonable attorney's fees. 7. Governing Law. This Agreement shall be governed by the laws of the State of Florida. {Emphasis added). A true and correct copy of the Stewart Agreement is attached and incorporated as Exhibit E. Employee Departures from Peaden 13. On April 11, 2019, Peaden terminated Reilly's employment. Peaden and Reilly subsequently executed Reilly's Severance Agreement on April 20, 2019. Through Reilly’s Severance Agreement, Peaden agreed to make a severance payment to Reilly in the amount of $11,634.70, payable in eleven weekly installments. In exchange for this payment, Reilly agreed to a general release, as well as acknowledging that post-employment restrictive covenants continued to apply and that Reilly’s Non-Compete Agreement was incorporated by reference. 14. On July 29, 2019, Stewart reigned her employment with Peaden, effective August 9, 2019. 15. On August 9, 2019, Sisk submitted his own resignation letter, along with the resignation letters of three other management-level employees whom Sisk had induced to also resign. These additional resignations were from (1) Ludwig, Peaden’s Plumbing Department Manager, (2) John Buchanan (“Buchanan”), Peaden’s Electrical Service Manager, and (3) Dung Diep (“Diep”), Peaden’s Install Field Supervisor, All of these resignations were effective immediately. 16. | Upon information and belief, these resignations occurring on August 9, 2019, were coordinated by the individuals and Sisk, with an intent to create as much disruption for Peaden aspossible. To that end, Sisk was a qualifying agent through whom Peaden maintained certain licenses. Their immediate resignations were intended to cripple Peaden’s ability to perform the full scope of services provided by the company. Likewise, Sisk, Ludwig, Buchanan and Diep erased their company-issues cell phone prior to returning them and attempted to port the phone numbers associated therewith to other phone lines. Sisk’s Solicitation of Peaden Employees 17. Subsequent to his immediate resignation from employment with Peaden, Sisk began employment with Holiday Beach Mechanical, Inc. (“HBM”), a company that was incorporated on August 6, 2019—three days prior to Sisk's immediate resignation. 18. Upon information and belief, Sisk coordinated his own departure, as well as the departures of Ludwig, Buchanan and Diep, to coincide with the creation of HBM. 19. Both prior to and since his resignation from employment, Sisk has contacted employees of Peaden to solicit them to either resign their employment with Peaden or to come work for HBM or one its affiliate companies. Subsequent to these solicitations, numerous employees resigned from their positions with Peaden. Ludwig's Solicitation of Peaden Employees 20. Subsequent to his immediate resignation from employment with Peaden, Ludwig also began employment with HBM or an affiliated company. 21. Both prior to and since his resignation from employment, Ludwig has contacted employees of Peaden to solicit them to either resign their employment with Peaden or to come work for HBM or one its affiliate companies. Subsequent to these solicitations, numerous employees resigned from their positions with Peaden. 10Reilly's Solicitation of Peaden Employees 22. Subsequent to the termination of her employment with Peaden, Reilly began working for a company commonly known as Holiday Beach Rentals Development, a vacation rental management company that performs its own maintenance services (comparable to that provided by Peaden) or utilizes its sister-company, HBM, to perform maintenance services on managed properties. Reilly’s new employer is engaged in activities that are competitive with Peaden, including but not limited to the sale, installation, servicing, repairing and maintenance of HVAC, plumbing, electrical, and control systems for commercial or residential use. 23. In or around June 2019, Reilly began soliciting employees of Peaden to come work for Holiday Beach Rentals Development or one of its affiliate companies. 24. On June 26, 2019, Peaden, through the undersigned counsel, sent a cease and desist letter to Reilly, demanding that she stop all solicitation of Peaden employees and that she return all severance payments previously made to her due to her violation of her restrictive covenants. Reilly never responded to this demand. Ludwig's Solicitation of Peaden Employees 25. Subsequent to his resignation from employment with Peaden, Ludwig began employment with HBM or one of its affiliate companies 26. Upon information and belief, since his resignation from employment, Ludwig has contacted employees of Peaden to solicit them to either resign their employment with Peaden or to come work for HBM or one its affiliate companies, 27. Upon information and belief, Ludwig’s new employer is engaged in activities that are competitive with Peaden, including but not limited to the sale, installation, servicing, repairing 11and maintenance of HVAC, plumbing, electrical, and control systems for commercial or residential properties. COUNT I - BREACH OF CONTRACT AGAINST SISK 28. Peaden incorporates and realleges the material allegations included in paragraphs 1-27 as if set forth fully herein. 29. During his employment with Peaden, Sisk executed a Non-Solicitation, Non- Compete and Non-Disclosure Agreement. 30. On August 9, 2019, Sisk resigned his employment with Peaden, effective immediately. 31. In violation of Article 1 (a) of the Sisk Agreement, Sisk has solicited employees of Peaden to resign their employment with Peaden and to work for another company. Such solicitations occurred both before and after Sisk’s resignation from employment with Peaden and have resulted in several employees of Peaden resigning their positions. 34. Sisk’s actions are an intentional, direct and material breach of the Sisk Agreement. 35. Sisk’s actions are causing and will continue to cause irreparable injury to Peaden. 36. Asconceded by Sisk in Article 1(b) of the Sisk Agreement, Peaden has a legitimate business interest in enforcing the restrictive covenants included in the Sisk Agreement. More specifically, Peaden has a legitimate business interest in enforcing its restrictive covenants because: {1} Peaden continues to carry on its business in the Northwest Florida and south Alabama market; {2} Peaden has substantial relationships with existing customers and clients in the Northwest Florida and south Alabama market; and (3) Peaden has expended considerable resources developing customer goodwill associated with its ongoing HVAC, plumbing and 12electrical installation, maintenance and servicing business in the Northwest Florida and south Alabama markets. 37. Enforcement of the non-solicitation restrictive covenant is reasonably necessary to protect Peaden's legitimate business interests, and there is no adequate remedy at law available to Peaden. 38. Peaden has retained the undersigned law firm and agreed to pay reasonable attorney's fees and costs incurred in this case. 39. Pursuant to Article 4 of the Sisk Agreement and Section 542.335, Florida Statutes, the Court may award Peaden reasonable attorney’s fees and costs if it prevails. WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary and permanent injunction against the violation by Sisk of his covenant against solicitation of employees, award damages to Peaden caused by Sisk's conduct, and grant any other and further relief, including interest and attorney's fees and costs, as the Court deems appropriate. COUNT II - BREACH OF CONTRACT AGAINST LUDWIG 28. Peaden incorporates and realleges the material allegations included in paragraphs 1-27 as if set forth fully herein. 29. During his employment with Peaden, Ludwig executed a Non-Solicitation, Non- Compete and Non-Disclosure Agreement. 30. On August 9, 2019, Ludwig resigned his employment with Peaden, effective immediately. 31. In violation of Article 1{a) of the Ludwig Agreement, Ludwig has solicited employees of Peaden to resign their employment with Peaden and to work for another company. Such solicitations have resulted in several employees of Peaden resigning their positions. 1334. Ludwig's actions are an intentional, direct and material breach of the Ludwig Agreement. 35. Ludwig's actions are causing and will continue to cause irreparable injury to Peaden. 36. As conceded by Ludwig in Article 1(b) of the Ludwig Agreement, Peaden has a legitimate business interest in enforcing the restrictive covenants included in the Sisk Agreement. More specifically, Peaden has a legitimate business interest in enforcing its restrictive covenants because: (1) Peaden continues to carry on its business in the Northwest Florida and south Alabama market; (2) Peaden has substantial relationships with existing customers and clients in the Northwest Florida and south Alabama market; and (3) Peaden has expended considerable resources developing customer goodwill associated with its ongoing HVAC, plumbing and electrical installation, maintenance and servicing business in the Northwest Florida and south Alabama markets. 37. Enforcement of the non-solicitation restrictive covenant is reasonably necessary to protect Peaden’s legitimate business interests, and there is no adequate remedy at law available to Peaden. 38. Peaden has retained the undersigned law firm and agreed to pay reasonable attorney's fees and costs incurred in this case. 39. Pursuant to Article 4 of the Ludwig Agreement and Section 542.335, Florida Statutes, the Court may award Peaden reasonable attorney's fees and costs if it prevails. WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary and permanent injunction against the violation by Ludwig of his covenant against solicitation of 14employees, award damages to Peaden caused by Ludwig 's conduct, and grant any other and further relief, including interest and attorney's fees and costs, as the Court deems appropriate. COUNT Ill - BREACH OF CONTRACT AGAINST REILLY — NON-SOLICITATION 40. Peaden incorporates and realleges the material allegations included in paragraphs 1-27 as if set forth fully herein. 41. During her employment with Peaden, Reilly executed a Non-Solicitation, Non- Compete and Non-Disclosure Agreement. 42. On April 11, 2019, Reilly's employment with Peaden was terminated. 43. In violation of Article 1(a) of the Reilly Non-Solicitation Agreement, Reilly has solicited employees of Peaden to resign their employment with Peaden and to work for another company. 44. _ Reilly’s actions are an intentional, direct and material breach of the Reilly Non- Solicitation Agreement. 45. _ Reilly’s actions are causing and will continue to cause irreparable injury to Peaden. 46. As conceded by Reilly in Article 1{b) of the Reilly Non-Solicitation Agreement, Peaden has a legitimate business interest in enforcing the restrictive covenants included in the Sisk Agreement. More specifically, Peaden has a legitimate business interest in enforcing its restrictive covenants because: (1) Peaden continues to carry on its business in the Northwest Florida and south Alabama market; (2) Peaden has substantial relationships with existing customers and clients in the Northwest Florida and south Alabama market; and (3) Peaden has expended considerable resources developing customer goodwill associated with its ongoing HVAC. plumbing and electrical installation, maintenance and servicing business in the Northwest Florida and south Alabama markets. 1547. Enforcement of the non-solicitation restrictive covenant is reasonably necessary to protect Peaden's legitimate business interests, and there is no adequate remedy at law available to Peaden. 48. Peaden has retained the undersigned law firm and agreed to pay reasonable attorney's fees and costs incurred in this case. 49. Pursuant to Article 4 of the Reilly Agreement and Section 542.335, Florida Statutes, the Court may award Peaden reasonable attorney's fees and costs if it prevails. WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary and permanent injunction against the violation by Reilly of her covenant against solicitation of employees, award damages to Peaden caused by Reilly's conduct, and grant any other and further relief, including interest and attorney's fees and costs, as the Court deems appropriate. COUNT IV - BREACH OF CONTRACT AGAINST STEWART 50. Peaden incorporates and realleges the material allegations included in paragraphs 1-27 as if set forth fully herein. 51. During her employment with Peaden, Stewart executed a Non-Solicitation, Non- Compete and Non-Disclosure Agreement. 52. On July 29, 2019, Stewart resigned her employment with Peaden, effective August 9, 2019. 53. In violation of Article 1a) of the Stewart Agreement, Stewart has solicited employees of Peaden to resign their employment with Peaden and to work for another company. 54. Stewart’s actions are an intentional, direct and material breach of the Stewart Agreement. 1655. Stewart's actions are causing and will continue to cause irreparable injury to Peaden. 56. As conceded by Stewart in Article 1(b) of the Stewart Agreement, Peaden has a legitimate business interest in enforcing the restrictive covenants included in the Stewart Agreement. More specifically, Peaden has a legitimate business interest in enforcing its restrictive covenants because: (1) Peaden continues to carry on its business in the Northwest Florida and south Alabama market; (2) Peaden has substantial relationships with existing customers and clients in the Northwest Florida and south Alabama market; and (3) Peaden has expended considerable resources developing customer goodwill associated with its ongoing HVAC, plumbing and electrical installation, maintenance and servicing business in the Northwest Florida and south Alabama markets. 57. Enforcement ofthe non-solicitation restrictive covenant is reasonably necessary to protect Peaden’s legitimate business interests, and there is no adequate remedy at law available to Peaden. 58. Peaden has retained the undersigned law firm and agreed to pay reasonable attomey's fees and costs incurred in this case. 59. Pursuant to Article 4 of the Stewart Agreement and Section 542.335, Florida Statutes, the Court may award Peaden reasonable attorney's fees and costs if it prevails. WHEREFORE, Peaden respectfully requests this Court grant its request for a temporary and permanent injunction against the violation by Stewart of her covenant against solicitation of employees, award damages to Peaden caused by Stewart's conduct, and grant any other and further relief, including interest and attorney's fees and costs, as the Court deems appropriate. 17COUNT V - BREACH OF DUTY OF LOYALTY AGAINST SISK 60. — Peaden incorporates and realleges the material allegations included in paragraphs 1-27 as if set forth fully herein. 61. Sisk, as an Officer and Senior Vice President of Operations for Peaden, was an agent of Peaden and owed Peaden a duty of loyalty to discharge his responsibilities and to act at all times in the best interests of Peaden. The relationship that existed between Peaden and Sisk afforded Sisk the power and means to take undue advantage of Peaden. 62. Sisk breached his duty of loyalty and duty of trust and confidentiality by failing to pursue opportunities for the benefit of Peaden and/or positioning himself to act on corporate opportunities for the benefit of himself and/or a competitive business that he was establishing or had established; engaging in self-dealing; and failing to disclose and/or actively concealing information from Peaden. Specifically, by soliciting and coordinating the departures of numerous key employees of Peaden to work for a new company, Sisk breached his duties to Peaden 63. Sisk also breached his duty of loyalty by using company time, money and other resources while still employed by Peaden to, at a minimum, solicit other employees of Peaden to leave Peaden and work at a competitive business. 64. The above-described actions were intentional and made in bad faith, lacked the care that an ordinarily prudent person in a like position would exercise, and were contrary to the best interests of Peaden, all in violation of Florida law. The actions were perpetuated while Sisk was employed by Peaden and were done in anticipation of a future competitive business against Peaden. 1865. Asa direct and proximate result of Sisk’s actions, Peaden has suffered damages, including those resulting from lost income, opportunities with prospective customers, diminished reputation and loss of goodwill, diminished competitive advantage, and decreased productivity. 66. | Peaden has retained the undersigned law firm and agreed to pay reasonable attorney's fees and costs. WHEREFORE, Peaden respectfully requests this Court enter judgment in its favor and against Sisk, and grant it compensatory damages in an amount to be determined by a jury, as well as any other and further relief, including interest costs, that the Court deems appropriate. COUNT VI - BREACH OF SEVERANCE AGREEMENT AGAINST REILLY 67. Peaden incorporates and realleges the material allegations included in paragraphs 1-27 as if set forth fully herein. 68. On April 11, 2019, Peaden terminated Reilly’s employment. Peaden and Reilly subsequently executed Reilly's Severance Agreement on April 20, 2019. Through Reilly’s Severance Agreement, Peaden agreed to make a severance payment to Reilly in the amount of $11,634.70, payable in eleven weekly installments. In exchange for this payment, Reilly agreed to a general release, as well as acknowledging that post-employment restrictive covenants continued to apply and Reilly's Non-Solicitation Agreement was incorporated by reference. 69. Reilly breached her obligations under the Reilly Severance Agreement by soliciting Peaden employees in violation of the incorporated provisions of the Reilly Non-Solicitation Agreement. 70. Reilly’s actions are a direct and material breach of the Reilly Severance Agreement and, as a result, have prevented Peaden from receiving the benefit of its bargain. In short, Reilly 19has severance payments from Peaden without complying with the obligations requisite to receive such payments. 71. Reilly’s actions have caused damages to Peaden. 72. Pursuant to paragraph 11 of the Reilly Severance Agreement and Section 542.335, Florida Statutes, the Court may award Peaden reasonable attorney's fees and costs if it prevails. WHEREFORE, Peaden respectfully requests this Court enter a judgment in its favor and against Reilly for breach of the Reilly Non-Solicitation Agreement, award damages to Peaden caused by Reilly's breach, and grant any other and further relief, including interest and attorney's fees and costs, as the Court deems appropriate. COUNT VII - CIVIL CONSPIRACY AGAINST ALL DEFENDANTS 73. Peaden incorporates and realleges the material allegations included in paragraphs 1-27 as if set forth fully herein. 74. — Sisk, Ludwig, Reilly and Stewart are parties to a civil conspiracy in which they collectively conspired to use their respective positions of influence at Peaden to harm ongoing relationships between Peaden and its employees and to solicit Peaden employees to resign their employment and to work for a new company with which Sisk, Ludwig, Reilly and Stewart had relationships. 75. Sisk, Ludwig, Reilly and Stewart collectively committed numerous overt acts in furtherance of this conspiracy—including the solicitation of numerous Peaden employees in violation of their respective restrictive covenant agreements with Peaden. 76. Additionally, Sisk, Ludwig, Reilly and Stewart, by virtue of their respective positions at Peaden prior to the respective ends to their employment positions and by virtue of the combination of their efforts both before and subsequent to the ends of their respective 20employments, have engaged in activities designed to discredit and harm Peaden's business reputation. The collective actions of Sisk, Ludwig, Reilly and Stewart in this regard were malicious. 77. As a direct and proximate result of this civil conspiracy, Peaden has suffered damages, including lost income, opportunities with existing and prospective customers, diminished reputation and loss of goodwill, diminished competitive advantage, and decreased productivity. WHEREFORE, Peaden respectfully requests this Court enter judgment in its favor and against Sisk, Ludwig, Reilly and Stewart, and grant it compensatory damages in an amount to be determined by a jury, as well as any other and further relief, including interest and attorney's fees and costs, that the Court deems appropriate. PEADEN DEMANDS A JURY TRIAL. 21Respectfully submitted this the 23rd day of August, 2019. & Daniel k, Harrell JEREMY C. BRANNING Florida Bar No, 507016 DANIEL E. HARRELL Florida Bar No, 105222 CLARK PARTINGTON, ATTORNEYS AT LAW P.O. Box 13010 Pensacola, FL 32591-3010 Telephone: (850) 434-9200 Facsimile: (850) 43 Email: ibrannine@clarkpartington com Email: dharreligeclarkpartingion com . 4 1glon.¢ Attorneys for PEADEN, LLCVERIFICATION STATE OF FLORIDA, COUNTY OF &, ad cen ee Before me, the undersigned Notary Public, duly authorized to administer oaths and take acknowledgments, personally appeared Briant Daws, who, after being first duly sworn, deposes and says as follows: 1. He is the Rasidaatt __...., of Peaden, LLC., the named “Plaintiff” in the foregoing Complaint. 2. In such capacity, he has authority to make this verification on behalf of Plaintiff, 3. In his capacity as Regie wt , he has access to and control over the books and records kept and maintained by Plaintiff in regard to the facts described in the Complaint; 4A, He has read the foregoing Complaint against Defendants, RICHARD SISK, ERIC LUDWIG, VIVIENNE REILLY, and CHERI STEWART, and swears under oath that the facts and matters alleged and contained therein are true and correct to the best of his knowledge and belief: 5. He has made this affidavit either upon his own personal knowledge of the facts involved or based upon the books and records customarily kept and maintained by Plaintiff. FURTHER AFFIANT SAYS NOT. PEADEN, LLC By: Briant Daws Its: 23STATE OF FLORIDA COUNTY oF “2 ‘The foregoing instrument was sworn and subscribed before me this // Asay of August, 2019, by BRIANT DAWS, as Peesideyt of Peaden, LLC, a Florida limited liability company, on behalf of the company, who ( ) is personally known to me or (05 has produced EA Deed Lecce re as identification and who did take an oath that the statements therein are true and the best of his knowledge and belief. My Commission Expires:_ Commission Now 6 @ €¥¥ 99EXHIBIT AADEM Air Conditioning «Plumbing * Electrical NON-SOLICITA TION, NOS-COMPETE AND NON-DISCLOSURE AGREEMENT Employee's continued empiyynien Peadan, LLC ithe ideration, the receipt and auffict of which is hereby “a, is voning ibe legal fay i oyed by the Comapty and fox @ pet af ‘one a year after tertnination of Employee's employment, Employee will not, dircetly or ind! om heeself, a suckholder, partter, invester, director, officer, <1 ty or work that is in any p the territory where Cer ithe “Perritory™), the States of Georgia, Florida, Alabuna, and Minsissippi ah Solick, call upon or perform any services for avy Customer (defined below), ty terminate or Came, induce or enc: velationship, age any Cusomer or any woody aay actual olicit, hire or enploy, or cause any other person of company to solicit, hire or employ wetor retained or employed by the Company. > ayee oF o0 any ery wir” means all persons, companies or other entities by which the Company was engaged to provide the Company's Business Services during the period Employee was employed by the Company. The “Company's Business Services” means the sale, installation, muintenance and service of HVA combing, & Electrical equigmest and syateme for wood fame construction, multifamily housing units. yee agrees tat the Company het a legi epost in maintaining the informuion an in protecting its rslaoos og with prospective wd existing. customers Ee cloves nekine vlad; ther the restricions contained in parag a) are remsonable necetsary fo protect this legitimate business (x Te the event that any rare eomained in this paragraph 1 she be determined aceed limitations pennitied by applicable law, then any court is expressly empowered to reform auch covenant p provide the maximums protection to the Company pesmitied by applicab 2 Nondisclosure of Confidential uformation, i / During the course of Eaiployee's employment with the Company, he will be provided with access 6 and use of the Company's Confidential Information. Both during and afler employment, Employee () will not 6 any Confidential iefowmaat for bis or her own benefit of the benefit of anyone other than the Company, (1) directly or indirsetly, divs! yy Confidential Information to anyone outside of the Company except for se of proper performance of Eny oo's fob duties, and (10 or her best efforts to keep the Confidentia! Information confidential. “Confidential Information” means confidential and proprietary peaden.com | i i | | i \ | | | |Page Services, employees, and customers, including but not Emited to information concernin ines Services organization structure, and marketing plans sales ais, finan the Company's data, the identiy of preeent and prospective customers, contract, bids, pricing information, trade secrets, the Company's policies, standards, procedures, procestes, know-how and practices, and infonnation belonging w uch as cusioniers and suppliers. third parti ) shell not apoly to any infermetion that is: through no wrongfal or negiigent act of Emple , directly or indirectly, of Confidential {hy contained in paragraph 2 generelly known, or becomes. generally Keown, t the public Wy) bas. been independently developed by Employee without ut f (Hi) is approved for release by prior written authorization of vhe Company; or (iv) Is required t be stlosed by operation of law, provided that the Employee gives prior written, notice of such required disclosure to : and takes reasonable steps to allow the Company te seek t protect the confidentiality of 7 Confidential (aformation required to be disclosed, ¢ q Upon termination of Employee's employment, Employee shall return 8 the Company all property of the Company. in employee's possession or comrol, inchuding any Confidential Information and other gnaterials relating to the Company's Bush Services, whether or nol. created by Employee. 3. i Employee acknowledges that bis or her employment with the Company *terminable-at-will® and that. Employee's employment and compensation may be terminated, with ar wi cause, and with or without notice, at any time at the option of the Company or Employee. 4. Remedies, if Employee breaches, or threatens to breach, any of the provisions In this Agreement, the Company shall be led to apply for and obtain injunctive relief to restrin. such breach or thmat of breach being agreed that any such breach or threatened breach may cause irreparable injury to the Company and that money damages may be diffcult te quantify and not provide adequaty remedy), and shall also be entitled to damages and ail costs of such litigation, including reasonable attorney's fees. 3 Survival; Waiver. This Agreement cannot be modified except by written agreement signed by hoth the Company and Employes. Any waiver by any party of avy right or interest hereunder shall not imply the waiver any other right or interest or any subsequent: waiver, 6 Severability, The covenants and provisions of this Agreement are severable and distinct end Y any provision or covenant of this Agreement is held to be invalid or unenforceable, the other provisions or covenants ofthis Agreeriont shall remain in fill force and effect, h ioventing Law. This Agreement shall be governed by the laws of the State of Florida. Should employee be laid off or terminated without cause, employment agreement 1s deemed non-eoforceable, Both parties hereto have read the foregoing Agreement in its entirety and voluntarily agree to cach of its terms with full kaowledge thereof, TN WITNESS WHEREOP, the parties executed this Agreement the day, month and year stated below. Kichted 0. Sishe bch £2 Sox Delis Employee Name {Printed}. iguployees Signature Date eer Ayenck NgGs Witness Name Witness Signature / ¥i [ Gv Date i \EXHIBIT BAlr Conditioning * Plumbing + Electrical i : } i NON-SOLICITATION, NON-COMPETE AND NON-DISCLOSURE AGREEMENT As a condition of and as consideration for, Bmployee's condrtued employment by Peaden, LLC (the *Company”), ond for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee, intending to be legally bound, agrees tothe following provisions: 1. Nom-solicitation: Non-eompetition. (a) Employee agrees that, while Employee is employed by the Company und for a period of one (1) year after termination by either party of Employee's employment, Employee will not, directly or indirectly, either for himself or herself, or as a.stockhalder, partner, investor, director, officer, employee, consultant, contractor or agent, or in any other capacity: oO Engage iv any business activity or work that is in any way competitive with the Company's Business Services. (as defined below) within the territory where Company does business. Presently: the States of Georgie, Florida, Alabama, and Mississippi (the "Territory", Gd Solicit, call upon or perform any services for any Custotner (defined below), di) Cause, induce or encourage any Customer or any other person or entity to terminate or modify any actual or prospective relationship, or dy) Solicit, hie or employ, or cause any other person or comparty to solicit, hire or employ any employee or contractor retained of employed by the Company. *Cystomer” means all persous, companies or other entities by which the Company was engaged to provide the Company's Business Services during the period Employee was employed by the Company. The "Company's s" means the sale, installation, maimtenange and service of HVAC, Plumbing, & Electrical equipment and systems for wood frame construction, multi-family housing units, (by Employee agrees that the Company has a legitimate business interest in mainteining the confidentiality of certain information an in protecting its relationships with prospective and existing customers, Employee acknowledges that the restrictions contained in paragraph (a) are reasonable and necessary to protect this legitimate business interest, In the event that any covenant-contained in this paragraph 1 should be determined to exceed limitations permitted by applicable iaw, then any court is expressly empowered te reform such covenant to provide the maximum protection to the Company permitted by applicable law. itr of Confident tnftrinati fa) / Durlng-the course of Employee's employnient with the Company, he will be provided with access to and ase of the Company's Confidential Information. Both during and after employment, Employee () will not use any Confidential Information for his or her own benefit or the benefit of anyone other than the Company, (i) will not, directly or. indirectly, disclose any Confidential Information to anyone outside of the Company except for and in the course of proper perfurmatce of Employee's job duties, and (fii) will use his or her best efforts to keep the Confidential Information confidential. “Confidential Information” means confidential and proprietary Bn peaden.comPage ? of 2 infonne in any form or medivm (vrltien, verbally presented, primed, graphic, electronic or other the Conrpany's Basiness Services, employees, and customers, Including but not limited fo information the Company's Business Services organization or structure, business and marketlng plans, sales alle, firanciai data, the identity of present and prospective customers, contracts, bids pricing information, tade seensts, the Company's policies, standards, procedures, processes, know-how and prs 4, and information belorging to third parties such ax customers and suppliers, oo) ‘The restrictions contained im paragraph 2(a\ shall met apply te ony information that ie (i) generally Known, or becomes generally known, to the public through no wrongful or negligent act of Employes; GH bas been independently developed by Employee without ose, directly or indirectly, of Confidential Information: (1) is approved for teh by pelor writen authorization of the Company; or (iv) & required to be disclewed by operation of law, provided that the Eimployee gives prior written antics of mach required disclosure to the Company and takes reasonable eps to allow the Company to sock te protect the confidestiaity of the Confidemtial Infoemation required. w be disclosed, fe) Upon termination of Employee's employment, Employee shall return ty the Company ali property of the Company in emyployee's possession or control, including any Confidential Information and other materials relating 10 the Company's Susiness Services, whether or not created by Employee. 3. Wi Employee acknowledges that his or her employment with the © “erminable-at-will” and that Employee's employment and compersatiin tay be weminaied, with eguse, and with or without notice, at any tine at the option of te Company or Employee. Ooay 1s, ar withont 4, Remedies, tf Employee breaches, or threatens to breach, any of the provisions in this Agreement, the Company shall be entitled to apply for and obtain injunctive relief to restrain such breach of threat of breach (it ‘being agreed that any such breach or threatened breach may cause ineparable lnlury to the Company and that money damages may be difficult to quantify and not provide adequate remedy), and Atm’! also be entitled to damages and all costs of such (tigation, including masimable attorney's fees. 3 Survival: Waiver. This Agreement cannot be mod