EXHIBIT 10.24
December ___, 2002
PSYCHIATRIC SOLUTIONS, INC.
and its Subsidiaries (collectively, "PSI")
000 Xxxxxxxx Xxxx, Xxxxx X-000
Xxxxxxxx, Xxxxxxxxx 00000
Attention: President and Chief Executive Officer
Re: Consent under Indemnification Agreement between PSI and members of
its Board of Directors (the "Indemnification Agreement").
Gentlemen:
As directors of PSI, each of us is a party to an Indemnification
Agreement executed on or around August 20, 2002. All capitalized terms used
herein without definition shall have the meanings given to such terms in the
Indemnification Agreement.
PSI contemplates certain transactions pursuant to a Stock Purchase
Agreement by and among PSI, Oak Investment Partners X, Limited Partnership
(collectively with Oak X Affiliates Fund, Limited Partnership, Oak Investment
Partners VII, Limited Partnership and Oak VII Affiliates Fund, Limited
Partnership, "Oak"), and certain other Purchasers named therein dated on or
about December 6, 2002 (together with the other documents referenced therein,
the "Stock Purchase Agreement"). As a condition to those transactions, Xxx has
requested that we each execute this letter agreement.
Each of the undersigned directors of PSI hereby acknowledges that the
transactions described under the Stock Purchase Agreement (together with Oak's
existing holdings) will not constitute a Change of Control or a Potential Change
of Control for purposes of the Indemnification Agreement. Such acknowledgement
extends not only to Oak's acquisition of Series A Preferred Stock (as defined in
the Stock Purchase Agreement) at the time of the funding under the Stock
Purchase Agreement, but also includes any Conversion Shares (as defined in the
Stock Purchase Agreement) that are issued upon conversion of the Series A
Preferred Stock, any accumulating shares due to cumulative dividends, any
incremental shares that may be issued to Oak pursuant to anti-dilution
adjustments, and all shares in respect of any of the foregoing (including shares
issued in a stock split, stock dividend, recapitalization or similar event). The
undersigned directors also acknowledge that Xxx and any member of the Salix
Ventures, L.P. family of funds will not be deemed to be part of the same group
for determining whether there has been Change of Control or Potential Change of
Control under the Director Indemnification Agreement.
This letter agreement (i) shall be governed by and construed in
accordance with the laws of the State of Tennessee, (ii) may be executed in
multiple counterparts and by facsimile or other electronic means, and (iii)
shall be binding upon and inure to the benefit of the successors and assigns of
the parties hereto.
Psychiatric Solutions, Inc.
December ___, 2002
Page 2
Please indicate your consent to the terms and conditions of this letter
agreement by your signature in the space indicated below.
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
/s/ Xxxxx Xxxx
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XXXXX XXXX
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
/s/ Xxxxxxx X. XxXxxxxxxx
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XXXXXXX X. XXXXXXXXXX
/s/ Xxxx Xxxxx
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XXXX XXXXX
ACKNOWLEDGED AND AGREED TO:
PSI:
PSYCHIATRIC SOLUTIONS, INC.
By: /s/ Xxxx Xxxxxx
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Title:
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