FORM OF EMPLOYMENT AGREEMENT
FORM
OF EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of February 13, 2006,
is by and between Capital
Partners for Health & Fitness, Inc.,
a
North Carolina corporation (“Company”), and Xxxxxxx
Xxxx,
an
individual residing in North Carolina (“Executive”).
WHEREAS,
Company has entered into an agreement of merger (“Merger Agreement”) with Health
Partnership Inc. (“HPI”) and two of its subsidiaries, which agreement also
includes Executive and one additional shareholder of Company as parties, whereby
HPI is paying substantial sums of cash and issuing substantial amounts of its
securities to Executive, and is requiring as a condition precedent to the
closing of the Merger Agreement that Executive agree to become an executive
of
Company, subject to the terms and conditions set forth below and Executive
is
desirous of entering into this Agreement.
IN
CONSIDERATION of the mutual covenants and agreements contained herein, as well
as for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Employment.
Company
hereby employs Executive, and Executive accepts such employment, in accordance
with the terms and conditions hereinafter set forth.
2. Duties.
(a) Executive
shall be employed as Chief Operating Officer of Company, and Executive shall
perform and discharge well and faithfully the duties which may be assigned
to
him from time to time by the Board of Directors of Company (the “Company Board”)
and the Chief Executive Officer of Company in connection with the conduct of
Company’s businesses, including subsidiaries of Company presently existing or
acquired by Company or HPI after the date hereof (the “Business”). Executive
will report directly to the Chief Executive Officer of Company, and the
Executive will also work collaboratively with such other officers of Company
or
its subsidiaries as shall be designated by the Chief Executive Officer from
time
to time.
(b) Initially,
Executive’s primary assignment and duty shall be to provide full time management
of the nine (9) (soon to be ten (10)) health clubs owned by Company, from a
location in the greater Raleigh-Durham, North Carolina metropolitan
area.
(c) Subject
to Executive’s primary assignment and duties described in Section 2(b)
above,
Executive shall also generally provide advice, consultation and management
assistance to all of the subsidiaries of Company, in regard to the operation
of
their business and expansion organically plus inorganically through acquisition
and in regard to such other duties and responsibilities as may from time to
time
be requested by the Chief Executive Officer of Company. Executive acknowledges
and agrees that such duties and responsibilities will require some travel
outside the Raleigh-Durham, North Carolina, metropolitan area.
3. Extent
of Services.
Executive shall devote his entire time and best efforts to the Business and
shall not, during the term of this Agreement, be engaged (whether or not during
normal business hours) in any other business or professional activity; provided,
however, that the provisions of this Section 3
shall
not be construed as preventing Executive from engaging in a reasonable level
of
charitable activities nor investing his personal assets in businesses which
do
not compete with Company or the Business, in such form or manner as will not
require any services on the part of Executive in the operation or the affairs
of
the companies in which such investments are made and in which his participation
is solely that of a passive investor.
4. Compensation.
(a) For
all
services rendered by Executive under this Agreement, Company shall pay Executive
for the period from and after the date of this Agreement through and including
the third anniversary of this Agreement, an annual base salary in an amount
equal to Two Hundred Thousand U.S. Dollars (U.S. $200,000) per annum. Such
annual base salary shall be subject to periodic review by the Chief Executive
Officer of Company and the Compensation Committee of the Company Board (or
if no
such Committee, then by the Board itself), with the first such review scheduled
for the end of November, 2006. Any raises or bonuses or such options or warrants
paid to Executive during the term of his employment shall be solely within
the
discretion of the Company Board. Executive shall be paid in accordance with
the
customary payroll practices of Company, subject to such deductions and
withholdings as may be required by law or agreed to by Executive. During the
term of his employment, Executive shall be generally entitled to participate
in
benefit plans or programs which are generally made available to Vice Presidents
of Company or of Company’s subsidiaries, subject to all of the rules,
regulations, terms and conditions applicable thereto. A general summary of
such
benefit plans or programs as currently in effect is attached hereto as
Exhibit A.
Company
shall have the right at any time to put into place arrangements pursuant to
which some or all of Executive’s compensation and/or benefits set forth above
shall be provided to Executive by or through HPI or by or through other
subsidiaries of HPI (rather than directly by Company), and Executive shall
fully
cooperate with such arrangements and shall promptly sign such documents and
take
all such other actions as shall be deemed necessary by the legal counsel for
Company in order to facilitate such arrangements.
(b) Notwithstanding
the foregoing, Executive shall be entitled to a mandatory bonus of Fifty
Thousand U.S. Dollars ($50,000) after each calendar year during the term of
this
Agreement that the Company’s earnings before interest, taxes, depreciation and
amortization, in each case, computed in accordance with GAAP (“EBITDA”) and as
calculated in accordance with the terms of the Merger Agreement, equals or
exceeds the Company’s EBITDA during calendar year 2005. Such bonus, if any,
shall be paid to Executive promptly following the calculation of the Company’s
EBITDA for such year; provided, however, that Executive must remain an employee
of the Company through the end of the year in question to be eligible to receive
any bonus.
5. Term.
This
Agreement shall commence on the date first set forth above and shall continue
until the third anniversary of the date first set forth above, unless earlier
terminated in accordance with Section 6
of this
Agreement.
6. Termination
of Employment.
(a) Death
or Disability of Executive.
The
employment of Executive under this Agreement shall terminate upon his death
or,
at the option of Company, if Executive shall be prevented from fully performing
his duties hereunder as a result of his disability or illness for a continuous
period of one hundred eighty (180) days, and Executive shall only be entitled
to
be paid vacation pay and base salary earned or accrued through the date of
termination, and no severance payment shall be due or payable to Executive
in
such event. Any payments of disability insurance to Executive with respect
to
any policy maintained by Company or any of its subsidiaries prior to termination
of his employment shall be credited dollar-for-dollar against base compensation
payable to Executive for the corresponding period.
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(b) By
Relocation.
In the
event that Executive’s duties require relocation to a location outside the
Raleigh-Durham, North Carolina, metropolitan area, Executive declines to accept
such transfer to such other geographic location and an alternative position
that
is mutually acceptable to Company and Executive cannot be arranged within the
Raleigh-Durham, North Carolina, metropolitan area, then Executive shall be
deemed terminated without cause effective ninety (90) days after the notice
to
Executive of the request for relocation, and Executive shall only be entitled
to
be paid vacation pay and base salary earned or accrued through the date of
termination, and no severance payment shall be due or payable to Executive
in
such event, provided that this shall not affect Executive’s right to receive any
compensation or consideration under any other Agreement with
Company.
(c) Termination
“For Cause.”
Company shall have the right to terminate the employment of Executive under
this
Agreement “For Cause,” as such term is defined below, at any time without
further liability or obligations to Executive, excepting only that Executive
shall be entitled to be paid vacation pay and base salary earned or accrued
through the date of termination, and no severance payment shall be due or
payable to Executive in such event. For purposes of this Agreement, “For Cause”
shall refer to any of the following events as determined in the judgment of
the
Company Board:
(i) Executive’s
repeated neglect of or negligence in the performance of his duties;
(ii) Executive’s
failure or refusal to follow instructions given to him by the Company Board
or
the Chief Executive Officer or Chairman of Company;
(iii)
Executive’s repeated violation of any provision of Company’s or HPI’s Bylaws or
of Company’s or HPI’s other stated policies, standards, or regulations,
including but not limited to policies with respect to trading in HPI’s
securities;
(iv) Executive’s
being investigated by a government authority, indicted, convicted or plea
bargaining in regard to any criminal offense, other than minor traffic
violations, based on Executive’s conduct occurring during the term of this
Agreement;
(v) Executive’s
violation or breach of any material term, covenant or condition contained in
this Agreement or any other agreement between Executive and any of Company,
HPI
or any of its subsidiaries; or
(vi) failure
of Executive to perform his assignments and duties hereunder at a level that
is
deemed to be acceptable by either Company’s or HPI’s Chief Executive Officer,
which failure continues for more than thirty (30) days following receipt of
written notice from Company’s or HPI’s Chief Executive Officer.
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(d) Accrued
Salary.
In the
event that Company or Executive terminates this Agreement for any reason
whatsoever, Executive shall be paid (less all applicable deductions) all earned
and accrued base compensation due to Executive for services rendered up to
the
date of termination.
(e) Severance
Payment.
Except
in the case of termination pursuant to Section 6(a)
(death
or disability of Executive), Section 6(b)
(relocation), or Section 6(c)
(For
Cause), in the event that Company terminates this Agreement Executive shall
be
paid an amount equal to all amounts of his annual base compensation, less all
applicable deductions, that would have become due and owing to Executive through
the third anniversary of the date first set forth above, as if Executive’s
employment with Company had not been terminated prior thereto, which payments
shall be made in regular installments comparable to what would have been paid
to
Executive from time to time, had Executive continued to be employed through
the
third anniversary of this Agreement.
7. Non-Competition
and Non-Solicitation.
(a) Executive
acknowledges that the services to be performed by him under this Agreement
are
of a special, unique, unusual, extraordinary and intellectual character, and
the
provisions of this Section 7
are
reasonable and necessary to protect the Business.
(b) In
consideration of the foregoing acknowledgments by Executive, and in
consideration of the compensation and benefits to be paid or provided to
Executive by Company, Executive covenants that he will not, during the term
of
this Agreement and for a period of one (1) year thereafter, directly or
indirectly:
(i) except
in
the course of his employment hereunder, engage or invest in, own, manage,
operate, finance, control, or participate in the ownership, management,
operation, financing, or control of, be employed by, associated with, or in
any
manner connected with, any business whose products or services compete in whole
or in part with the products or services of Company or HPI; provided, however,
that Executive may purchase or otherwise acquire up to (but not more than)
one
percent (1%) of any class of securities of any enterprise (but without otherwise
participating in the activities of such enterprise) if such securities are
listed on any national or regional securities exchange or have been registered
under Section 12(g) of the Securities Exchange Act of 1934;
(ii) whether
for Executive’s own account or for the account of any other person, solicit
business of the same or similar type of business then being carried on by
Company, from any person or entity known by Executive to be a customer of
Company or HPI, whether or not Executive had personal contact with such person
or entity during and by reason of Executive’s employment with Company;
(iii) whether
for Executive’s own account or the account of any other person (A) solicit,
employ or otherwise engage as an Executive, independent contractor or otherwise,
any person who is or was an employee of Company or HPI at any time during the
term of this Agreement or in any manner induce or attempt to induce any employee
of Company or HPI to terminate his employment with Company or HPI, or (B)
interfere with Company’s or HPI’s relationship with any person or entity,
including any person or entity who at any time during the term of this Agreement
was an employee, contractor, supplier or customer of Company or HPI; or
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(iv) at
any
time during or after the term of this Agreement, disparage Company or HPI,
or
any of their respective shareholders, directors, executives, officers, employees
or agents.
(c) If
any
covenant of this Section 7
is held
to be unreasonable, arbitrary or against public policy, such covenant will
be
considered to be divisible with respect to scope, time and geographic area,
and
such lesser scope, time or geographic area, or all of them, as a court of
competent jurisdiction may determine to be reasonable, not arbitrary and not
against public policy, will be effective, binding and enforceable against
Executive.
(d) Executive
acknowledges and agrees that should Executive transfer between or among Company
and HPI or any of its affiliated companies including, without limitation, any
parent, subsidiary or other corporately related entity (a “Company Affiliate”)
wherever situated, or otherwise become employed by any Company Affiliate, or
should he be promoted or reassigned to functions other than the duties set
forth
in this Agreement, or should Executive’s compensation and benefit package change
(either higher or lower), the terms of this Section 7
shall
continue to apply with full force.
(e) In
the
event Executive is terminated other than For Cause, Executive may, in his sole
discretion, elect to waive any severance payment which may otherwise be due
and
owing to Executive pursuant to Section 6(e)
above in
exchange for Company’s agreement that the restrictions of Section 7(b)(i)
shall be
deemed null and void and unenforceable against Executive and Company shall
not
attempt to enforce the same.
(f) Executive
agrees and acknowledges that Company does not have an adequate remedy at law
for
the breach or threatened breach by Executive of this Section 7
and
agrees that Company may, in addition to the other remedies which may be
available to it under this Agreement, file suit in equity to enjoin Executive
from such breach or threatened breach.
(g) All
references in Section 7(b)
hereof
to Company shall be deemed to include any subsidiary or other Affiliate of
Company or HPI.
8. Certain
Representations.
Executive acknowledges that as a publicly traded company functioning under
the
recently enacted Xxxxxxxx-Xxxxx Act, Company and its subsidiaries are subject
to
close scrutiny regarding their activities, internal financial controls, and
public comments and disclosures. To appropriately protect HPI and its
subsidiaries including Company, Executive expressly acknowledges and agrees
as
follows:
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(a) Executive’s
employment by Company shall be full-time employment. Except as expressly
provided herein, during the period of such employment by Company, Executive
shall not have, provide or perform any work, advice, assistance, consultation,
analysis, input, participation, or interest whatsoever (including but not
limited to any financial interest, direct or indirect, legal or beneficial)
in
or for the benefit of any corporation, partnership, joint venture, limited
liability company, sole proprietorship, or any other entity whatsoever, whether
for-profit or non-profit and regardless of whether or not such entity competes
against the Business, excepting volunteer activities for local churches or
schools and passive real estate investments or investments in publicly traded
stocks provided that such volunteer activities and investments do not interfere
with the performance of Executive’s work for Company. In the event that Company
determines in its sole discretion that any of such activities are interfering
with the performance of Executive’s duties for Company, it will provide
Executive with written notice of the same, and Executive shall have ten (10)
days either to cure such interference to the satisfaction of Company or to
cease
the interfering activities. Executive understands and agrees that any activities
other than those expressly set forth above must be pre-approved in writing
by
the Chief Executive Officer and the Chairman of Company, and that any revenues
and profit derived from such activities shall belong solely to Company.
Executive agrees to provide Company any and all requested information in order
for Company to audit and determine the net income of Executive’s activities
identified herein.
(b) During
and following any termination of Executive’s employment by Company for any
reason and under any circumstances whatsoever:
(i) Executive
shall refrain from making any public or private disclosures regarding Company,
HPI or their respective directors, officers, executives, employees or
shareholders, except disclosures of such information as may have been publicly
disclosed by HPI, Company or their respective subsidiaries including Company
from time to time in press releases or in filings with the U.S. Securities
and
Exchange Commission, and except as may be required by applicable law or court
order; and
(ii) Executive
shall refrain from making public or private disparaging remarks regarding the
Business, Company, HPI or their respective directors, officers, executives,
employees or shareholders, or Company’s or HPI’s common stock, provided,
however, that this agreement shall not be deemed to be violated by isolated
verbal remarks in a social setting which are not repeated after they are
objected to by either the Chief Executive Officer or the Chairman of Company.
(c) Executive
further represents, warrants and covenants as follows:
(i) that
Executive is not subject to any contract, non-compete agreement, decree or
injunction which prohibits or restricts his performance of the duties set forth
herein with Company, the continued operation of the Business or the expansion
thereof to other geographical areas, customers and suppliers or lines of
business; and
(ii) that
no
claims or lawsuits are pending at the time of this Agreement against Executive
or any corporation or other entity wherein he was or is an officer or Executive,
except as detailed as an exhibit to the Merger Agreement.
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(d) If
during
the period of his employment by Company, Executive violates this Section 8
or any
of the representations, warranties and covenants made by Executive in this
Section 8
prove to
be false, then following discovery of the violation or falsehood, Executive
shall immediately pay and turn over to Company any and all software, software
programs, other work product, copyrights, domain names, contract rights,
accounts receivable, cash, stock, options, warrants, membership interests,
other
interests, salary, bonuses, royalties, commissions, fees and any and all other
assets, consideration and compensation of any nature whatsoever which has been
obtained by Executive or any of his immediate family members or affiliates
(directly or indirectly, legally or beneficially) in regard to such violation,
and in addition Company and HPI shall have the unilateral right to cancel any
or
all stock options or warrants issued to Executive after the date of this
Agreement (“Future Equity Instruments”) and outstanding as of the date of
discovery by Company of such violation or falsehood, all as liquidated and
punitive damages in regard to such violation or falsehood.
(e) Executive
acknowledges and agrees that in the event that there is a dispute regarding
Executive’s employment with Company brought by any former employer, Company will
request that its legal counsel represent Executive, and will further advance
funds for any legal fees and costs associated with such representation
(collectively, the “Legal Defense Fees and Costs Paid by Company”) so long
as:
(i) Executive
has not violated any of the representations and obligations set forth in this
letter, including those set forth in this Agreement;
(ii) Company’s
legal counsel concludes (with Executive’s assent) that he can represent both
Company and Executive personally without violating any ethical obligations
that
such counsel may have; and
(iii) Executive
remains employed by Company.
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Executive
specifically acknowledges that should any of these conditions not
be met,
Executive will be obligated to retain separate legal counsel and
that any
legal fees and costs associated with such counsel shall be solely
his
responsibility. Executive also acknowledges and agrees that pursuant
to
Section 4
above any Legal Defense Fees and Costs Paid by Company in connection
with
such a dispute may, in Company’s sole discretion, be set-off against any
raise or bonus that Executive otherwise is or may be eligible to
receive
from Company.
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9. Nondisclosure
of Proprietary Information.
Executive shall not, either during or after his employment with Company,
disclose to anyone outside Company nor use other than for the purpose of the
Business, any Proprietary Information or any information received in confidence
by Company or any Company Affiliate from any third party. For purposes of this
Agreement, “Proprietary Information” is information and data, whether in oral,
written, graphic, or machine-readable form relating to Company’s or any Company
Affiliate’s past, present and future businesses, including, but not limited to,
computer programs, routines, source code, object code, data, information,
documentation, know-how, technology, designs, procedures, formulas, discoveries,
inventions, trade secrets, improvements, concepts, ideas, product plans,
development plans, research and development, acquisition plans, pricing
policies, personnel information, financial information, customer lists and
marketing programs and including, without limitation, all documents marked
as
confidential or proprietary and/or containing such information, which Company
or
any Company Affiliate has acquired or developed and which has not been made
publicly available by Company or any Company Affiliate.
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10. Return
of Documents.
Upon
the termination of Executive’s employment with Company or upon the earlier
request of Company, Executive shall return to Company all materials belonging
to
Company, including all materials containing or relating to any Proprietary
Information in any written or tangible form that Executive may have in his
possession or control.
11. Ownership
of Work Product.
Executive hereby assigns to Company his entire right, title and interest in
all
“Developments.” “Developments” shall mean any idea, invention, design of a
useful article (whether the design is ornamental or otherwise), computer program
including source code and object code and related documentation, and any other
work of authorship, or audio/visual work, written, made or conceived solely
or
jointly by Executive during Executive’s employment with Company, whether or not
patentable, subject to copyright or susceptible to other forms of protection
that relate to the actual or anticipated businesses or research or development
of Company, or are suggested by or result from any task assigned to Executive
or
work performed by Executive for or on behalf of Company. Executive acknowledges
that the copyrights in Developments created by him in the scope of his
employment belong to Company by operation of the law, or may belong to a
customer of Company pursuant to a contract between Company and such customer.
In
connection with any of the Developments assigned above, Executive agrees to
promptly disclose them to Company, and Executive agrees, on the request of
Company, to promptly execute separate written assignments to Company and to
do
all things reasonably necessary to enable Company to secure patents, register
copyrights or obtain any other forms of protection for Developments in the
United States and in other countries. In the event Company is unable, after
reasonable effort, to secure Executive’s signature on any letters patent,
copyright or other analogous protection relating to a Development, whether
because of Executive’s physical or mental incapacity or for any other reason
whatsoever, Executive irrevocably designates and appoints Company and its duly
authorized officers and agents as his agents and attorneys-in-fact to act for
and in his behalf and stead to execute and file any such application or
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent, copyright or other analogous
protection thereon, with the same legal force and effect as if executed by
Executive. Company, its subsidiaries, licensees, successors and assigns (direct
or indirect), are not required to designate Executive as the inventor or author
of any Development, when such Development is distributed publicly or otherwise.
Executive waives and releases, to the extent permitted by law, all of his rights
to such designation and any rights concerning future modifications of such
Developments.
12. Possession
of Other Materials.
Executive represents that he has not brought and will not bring with him to
Company, or use in the performance of Executive’s responsibilities for Company,
any materials or documents of a former employer which are not generally
available to the public or which did not belong to Executive or Company, unless
Executive has obtained written authorization from the former employer or other
owner for their possession and use and provided Company with a copy
thereof
13. Indemnification.
Executive agrees to indemnify, defend and hold harmless Company and each Company
Affiliate and each of the directors, officers, executives, employees and
shareholders of Company and each Company Affiliate from and against all
liabilities, obligations, losses, expenses, costs (including attorneys fees),
claims, deficiencies and damages incurred or suffered by Company and each
Company Affiliate and each of their respective directors, officers, executives
and shareholders, resulting from:
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(a) Executive’s
breach of the terms of this Agreement, including but not limited to any breach
of Executive’s representations, warranties and covenants;
(b) Executive’s
breach of any agreement with a third party restricting competition, intellectual
property, confidential information or disclosure;
(c) Executive’s
grossly negligent acts; or
(d) Executive’s
improper willful acts, without any limitations or qualifications whatsoever,
and
as an express inducement to Company to enter into this Agreement Executive
waives any and all arguments, grounds, facts, circumstances, reasons, basis,
and
defenses whatsoever, whether based in law or in equity, regarding the full
force
and effect and legally binding nature of this agreement of Executive to
indemnify and hold harmless Company and each of their respective directors,
officers, executives, employees and shareholders, as aforesaid.
This
indemnification provision shall survive any termination of Executive’s
employment relationship with Company. In addition to all other remedies
available, Company shall have the unilateral right to cancel any or all of
the
Future Equity Instruments, if Executive defaults on such indemnification
obligations.
14. Assignment.
This
Agreement may not be assigned by Executive under any circumstances. This
Agreement may be assigned by Company, or to any successor of Company in
connection with a merger, consolidation, or sale of all or substantially all
of
the assets of Company, so long as such assignee assumes all of Company’s
obligations hereunder.
15. Notices.
Any
notice required or permitted to be given under this Agreement shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, or if in writing and delivered in person to the intended
recipient or if in writing and delivered by bonded overnight courier, to the
following address:
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To
Executive:
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At
the address set forth on the signature page hereof.
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To
Company:
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Capital
Partners for Health & Fitness, Inc.
Attention: Chief
Executive Officer
0
Xxxxxx Xxxxx - Xxxxx 000
Xxxxxxxxxx,
XX 00000
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or
to
such other address as either Executive or Company may give to the other from
time to time by written notice in the manner set forth above.
16. Waiver
of Breach.
Any
waiver by Company or Executive of a breach of any provision of this Agreement
by
the other party shall not operate or be construed as a waiver of any subsequent
breach by the other party.
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17. Choice
of Law, Jury Waiver.
This
Agreement shall be deemed to have been made in the State of Illinois, and shall
take effect as an instrument under seal within Illinois. Both parties further
acknowledge that the last act necessary to render this Agreement enforceable
is
its execution by Company in Illinois, and that the Agreement thereafter shall
be
maintained in Illinois. The validity, interpretation and performance of this
Agreement, and any and all other matters relating to Executive’s employment and
separation of employment from Company shall be governed by, and construed in
accordance with the internal law of Illinois, without giving effect to conflict
of law principles. Both parties agree that any action, demand, claim or
counterclaim (jointly “Action”) relating to (i) Executive’s employment and
separation of his employment, and (ii) the terms and provisions of this
Agreement or to its breach, shall be commenced in Illinois in a court of
competent jurisdiction. Both parties further acknowledge that venue shall
exclusively lie in Illinois and that material witnesses and documents would
be
located in Illinois. Both parties further agree that any Action shall be tried
by a Judge alone, and both parties hereby waive and forever renounce the right
to a trial before a civil jury.
18. Entire
Agreement.
This
Agreement contains the entire agreement of the parties regarding the subject
matter hereof and supersedes all prior or contemporary agreements or
understandings, whether written or oral with respect thereto. This Agreement
may
be changed only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought. Failure to insist upon strict compliance with any provision of this
Agreement shall not be deemed a waiver of such provision or of any other
provision in the Agreement.
19. Counterparts.
This
Agreement may be executed in one or more counterparts, whether by original,
photocopy, facsimile or e-mail in PDF format, each of which shall be deemed
an
original and all of which, when taken together, shall constitute one and the
same instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first written above.
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EMPLOYEE:
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COMPANY:
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Capital
Partners for Health & Fitness, Inc
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Xxxxxxx
Xxxx
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By:
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Address:
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Xxxxxx
X. Xxxxxx
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Chief
Executive Officer
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EXHIBIT
A
SUMMARY
OF COMPANY’S
VICE
PRESIDENTS’ BENEFITS AS OF FEBRUARY, 2006
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1.
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Medical
insurance where a PPO or HMO plan is offered.(1 )
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2.
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Dental
and vision insurance, if plan is obtained.(1)
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3.
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Fifteen
(15) vacation days per year.
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4.
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Ten
(10) paid holidays per year.
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5.
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Company
paid supplemental policies including Accident, Personal Recovery,
Disability and Cancer insurance, if supplemental policies are
obtained.(1)
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6.
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Company
paid executive life insurance plan with a death benefit tied to annual
salary or multiple thereof, if plan is obtained.(1)
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(1)
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Current
Capital Partners plans in this area, if any, will be maintained
until
Company elects to move to different
coverage.
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A-1
