EXHIBIT 10.1
April 18, 2003
Xx. Xxxxxxxx Xxxxxx
00000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Dear Xxxx:
You and I have had several discussions recently about certain
clarifications to be made in your Employment Agreement with the Company. In
addition, you have pointed out that certain payments which you believe you
should have received under your Employment Agreement have not been made. As a
result, you and the Company have agreed on certain amendments to your Employment
Agreement and on certain payments which will be made to you under your
Employment Agreement. These amendments and the terms of these payments, and
certain related agreements between you and the Company, are set forth below:
1. Section 3.1(b) of your Employment Agreement is hereby deleted and you
shall not be entitled to receive any of the adjustments provided for therein, or
any payments in respect of any such adjustments that should have been made in
the past, except as part of the payment provided for in Paragraph 4(i) below.
2. Section 3.2 of your Employment Agreement is hereby amended in its
entirety to provide as follows:
"3.2 Bonus. (a) In addition to the base salary provided for in Section
3.1, during each year of the term of this Agreement, the Employee shall
be entitled to receive such bonus, if any, which shall be determined by
the Board of Directors of the Company in its sole discretion.
(b) In the event of any termination of the employment of
the Employee pursuant to this Agreement, the Employee shall be
entitled to receive such bonus, if any, as shall be determined by the
Board of Directors of the Company in its sole discretion.
(c) Each bonus provided for in this Section 3.2 shall be
paid to the Employee no later than ninety(90) days following the end of
the fiscal year of the Company to which such bonus relates."
3. The first sentence of Section 6.6 of the Agreement is hereby amended in
its entirety to provide as follows:
"If, following a change in control of the Company, the
employment of the Employee hereunder is terminated for any reason
whatsoever or for no reason, whether by the Employee or by the Company,
the Company shall pay to the Employee (a) severance pay in an amount
equal to twenty-four (24) months' base salary (at the highest annual
rate in effect between April 1, 2003 and the date of termination of the
Employee) and (b) any bonus payable pursuant to Section 3.2."
You and the Company agree that (1) there has been no "change in control" of the
Company, as that term is defined in your Employment Agreement, since the date of
your Employment Agreement, (2) your annual base salary at April 1, 2003 and
thereafter is $125,000 and (3) the payments contemplated in Paragraph 4 do not
change your annual base salary of $125,000.
4. You and the Company agree that you shall be entitled to receive the
following payments:
(i) as soon as practicable after the date hereof consistent with
the Company's cash flow requirements, but in no event later than June
30, 2003, a payment of $255,000, without interest, which represents the
amount which you have agreed to accept in satisfaction of any and all
amounts (plus interest thereon) which you believe you were entitled to
receive from the Company, but have not received, under your Employment
Agreement or otherwise, as compensation for your services as an
employee of the Company from the original date of your employment by
the Company through the date hereof; and
(ii) contemporaneously with the payment by the Company of executive
bonuses for fiscal 2003 (or the portion thereof ending on the date of a
"change in control"
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of the Company, as that term is defined in your Employment Agreement),
a bonus payment of not less than $30,000 (and you agree that the
payment of such bonus will fully satisfy any obligation which the
Company may have to pay you a bonus for fiscal 2003 pursuant to Section
3.2 and Section 6.6 of your Employment Agreement).
5. As used herein, the term "your Employment Agreement" means the
Employment Agreement made as of August 12, 1996 between the Company and you, as
amended to the date hereof. As used in Paragraph 4(i), the term "compensation"
means your base salary, bonuses, incentive compensation (including employee
stock options), base salary adjustments, expense reimbursements, payments for
accrued vacation and personal days, and all other forms of compensation
whatsoever.
6. Except as specifically modified by this letter, all of the
terms of your Employment Agreement are hereby reaffirmed and remain in full
force and effect.
* * * *
If you are in agreement with the foregoing, please sign the enclosed
counterpart of this letter in the space provided for that purpose, whereupon
this letter shall constitute a binding agreement between you and the Company.
Sincerely,
RAMSAY YOUTH SERVICES, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx X. Xxxxxx
President and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
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