Exhibit 10
AGREEMENT AND PROMISSORY NOTE
This Agreement and Promissory Note is made as of June 7, 1995 (the "Loan
Date"), between Xxxxxxx Xxxxx ("Employee") and Community Psychiatric Centers, a
Nevada Corporation ("CPC"), under the circumstances set forth in the Certificate
of Resolution, of the Compensation Committee of the Board of Directors, dated
June 2, 1995, wherein said Committee provided for Special Recognition Awards,
for the outcome of the development of the Transitional Hospitals concept.
NOW, THEREFORE, it is agreed:
1. CPC shall loan to Employee an interest free thirty-six (36) month
nonrecourse loan of One million ($1,000,000). One thirty-sixth (1/36) of the
loan shall be forgiven each month provided the recipient does not voluntarily
terminate employment during the loan's term, in which event the balance of the
loan shall become immediately due and payable. Any balance of the loan at the
time of involuntary termination; change of control; death; disability; or,
termination pursuant to any provision in any applicable employment agreement
permitting the Employee to terminate employment for cause, shall be forgiven
with applicable payroll tax withholding.
At each regular pay period, one seventy-eighth (1/78) of the loan will
be recorded as income as non-cash compensation in forgiveness of that portion of
the loan with all applicable payroll tax withholding.
2. This Agreement supersedes any and all prior express or implied
agreements or promises; whether written or oral between Employee and CPC, its'
agents, subsidiaries, successors and assigns; including, but not limited to,
agreements regarding compensation, remuneration or any form of consideration;
relating or pertaining to, the creation, development, management, or operation
of Transitional Hospital Corporation, long-term acute services, and all services
related thereto.
This Agreement and Note shall bind and inure to the benefit of the parties
hereto and their successors and assigns.
/s/ Xxxxxxx Xxxxx
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Signature
Name Xxxxxxx Xxxxx
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Address 0000 Xxxxxxx Xxxxx
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Xxx Xxxxx, XX 00000
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Social Security # ###-##-####
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