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EXHIBIT 10.73
April 4, 1997
Xx. Xxxxxx X. Street
Comprehensive Care Corporation
0000 Xxxxxxx Xxxxx - Xxxxx 000
Xxxxxx xxx Xxx, XX 00000
Dear Mr. Street:
This letter shall serve to amend the Grant of Restricted
Shares (the "Grant") entered into between yourself and Comprehensive Care
Corporation on November 9, 1995. These changes are made in recognition of the
fact that Comprehensive Care Corporation operates on a fiscal year ending May
31st and not December 31st as stated in the Grant. All changes contained
herein will be deemed retroactive to the original date of the Grant. Unless
otherwise defined herein, capitalized terms shall have the same meaning as
defined in the Grant.
Paragraph four (4) of the Grant shall be amended to change the
annual vesting date of the Annual Vested Shares from December 31st of each year
to May 31st of each year. Accordingly, the date of the initial grant shall be
changed from December 31, 1995 to May 31, 1996. Said paragraph shall now read
as follows:
"Of the total number of One Hundred Thousand (100,000)
Restricted Shares, such Restricted Shares shall vest at the
rate of Five Thousand (5,000) Restricted Shares per year (the
"Annual Vested Shares") on May 31st of each year commencing
May 31, 1996 and continuing at the rate of Five Thousand
(5,000) Annual Vested Shares per year on May 31st of each
successive year for nineteen years thereafter."
Paragraph five (5) of the Grant shall be amended to change the
date on which the Company shall pay to the Executive a cash bonus equivalent to
the amount of the combined federal and applicable state and city income tax
associated with the Annual Vested Shares from
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April 4, 1997
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"On or before April 15th of each year in which each 5,000 shares shall have
vested" to "On or before August 31st of each year in which each 5,000 shares
shall have vested". Said paragraph shall now read as follows:
"On or before August 31st of each year in which each 5,000
shares shall have vested, the Company shall pay to the
Executive a cash bonus equivalent to the amount of the
combined federal and applicable state and city income tax
associated with the Annual Vested Shares."
Paragraph six (6)(i) of the Grant shall be amended to change
the references to "December 31st" and "December 31," in that paragraph to "May
31st" and "May 31," respectively. Said paragraph shall now read as follows:
"(i) For each fiscal year of the Company ending May 31st,
1,000 Additional Restricted Shares shall vest (or pro rata
portion thereof) for each $1,000,000 (or pro rata portion
thereof) of the Company's net pre-tax profit as reported by
the Company in its Annual Report for such fiscal year."
Paragraph six (6)(iii) shall be amended changing all
references to "December 31st" in the first sentence thereof to "May 31st". The
first sentence of the paragraph shall now read as follows:
"(iii) As of May 31st of each year, for each 1% of increase
of market value of the Company's voting securities above 110%
of the market value of the Company's voting securities as of
May 31st of the preceding year, 1,000 Additional Restricted
Shares shall vest. For the purpose of the foregoing,
aggregate market value for the Company's Common Stock shall be
computed and determined in the manner set forth on the cover
page of Form 10-K. By way of example, and not by way of
limitation, if the aggregate market value for the Company's
voting securities was $16,000,000 on May 31, 1994, and the
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April 4, 1997
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aggregate market value on May 31, 1995 was $19,520,000,
Executive would be entitled to have 2,000 Additional
Restricted Shares vested by reason of the aggregate market
value having exceeded, by 2%, 20% of the aggregate market
value for the preceding fiscal year."
If the changes described above are acceptable to you, please
sign and return one copy of this letter to me for our files.
Comprehensive Care Corporation
By: /s/ J. XXXXXX XXXXXXXXXX
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J. Xxxxxx Xxxxxxxxxx
Vice Chairman
AGREED:
/s/ XXXXXX X. STREET
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Xxxxxx X. Street
