1
EXHIBIT 10.11
SUPERIOR CONSULTANT HOLDINGS CORPORATION
Compensation Agreement
The Compensation Agreement is made as of October 1, between Xxxxxxx X.
Xxxxxxx, Xx., (the "EMPLOYEE") and Superior Consultant Holdings Corporation, a
Delaware Corporation ("SUPERIOR").
The parties agree as follows:
1. Notwithstanding any provision of any bonus or compensation plan or
agreement between Superior or any of its subsidiaries and employee
to the contrary, during the period beginning on the closing of the
registered initial public offering of common stock ("IPO") by Superior
and ending on December 31, 1997 (the "COMPENSATION LIMITATION PERIOD"),
the total salary and bonus payable to Employee by Superior and its
subsidiaries and affiliates shall be limited as follows:
a) During calendar 1997, the aggregate salary and bonus
compensation payable to Employee shall not exceed $400,000.
b) During the portion of the Compensation Limitation Period
occurring within calendar 1996 (the "1996 PERIOD"), the
aggregate salary and bonus compensation payable
to Employee shall not exceed the product of (i) $400,000
multiplied by (ii) a fraction, the numerator of which shall be
the number of days in the 1996 Period and the denominator of
which shall be 365.
c) The aggregate compensation amounts specified above may be
allocated between base salary and bonus in such amounts and
according to such criteria, as the Company in its discretion
shall determine.
3. This agreement becomes effective only upon the closing of the IPO of
Superior.
SIGNATURES:
Acknowledged and accepted for Superior Consultant Holdings Corporation.
_____________________________ __________________________ _______________
NAME TITLE DATE
I hereby acknowledge that I have voluntarily entered into this Compensation
Agreement after having a full and adequate opportunity to review its provisions.
Acknowledged and accepted
_____________________________ __________________________ _______________
NAME TITLE DATE
