1
EXHIBIT 2.12.2
LETTER AGREEMENT
Xxxxxx X. Xxxxxxxxxxxx, M.D.
0000 Xxxxx Xxxx
Xxxxxx, Xxxxx 00000
Dear Xx. Xxxxxxxxxxxx:
When executed by you, this letter will become a binding agreement among
Xxxxxx X. Xxxxxxxxxxxx, M.D. ("Xx. Xxxxxxxxxxxx"), The Company Doctor ("TCD")
and The Physician Group, P.A. (the "Physician Group"), as follows:
1. The deadline for registration, under the Registration Rights
Agreement, dated as of September 30, 1996 (the "Registration Rights
Agreement"), of the 63,380 TCD shares of Common Stock held by Xx. Xxxxxxxxxxxx
is hereby extended to April 30, 1997.
2. For the extension, TCD will issue to Xx. Xxxxxxxxxxxx a number
of shares of Common Stock (the "Additional Shares") equal to the greater of:
(i) 6,666 shares or (ii) the quotient obtained by dividing $40,000 by the
average closing price of the Common Stock on the five trading days immediately
prior to the effectiveness of the registration. These shares would be issued
and registered not later than April 30, 1997. If these shares are not
registered by such date, Xx. Xxxxxxxxxxxx may cause them to be purchased by TCD
for $40,000 by giving ten business days' notice to such effect at any time
prior to June 30, 1997. Notwithstanding the foregoing, in lieu of delivering
the Additional Shares, TCD may deliver $40,000 in cash at any time.
3. TCD will pay Xx. Xxxxxxxxxxxx'x attorneys' fees in connection
with this matter and any future defaults concerning the registration of his
shares of Common Stock. These fees will be paid promptly after receipt of an
invoice therefor.
4. TCD will prepay in full Xx. Xxxxxxxxxxxx'x $843,750 Stock
Purchase Agreement promissory note from TCD if it obtains funding from Health
Care Financial Partners for such purpose prior to the note's April 30, 1997
maturity. Prepayment will be made at the time of funding. TCD will keep Xx.
Xxxxxxxxxxxx reasonably informed as to its progress in obtaining such funding.
5. Xx. Xxxxxxxxxxxx will retain the right to sell one-twelfth of
his 63,380 TCD shares monthly, retroactive to February 1997. The Additional
Shares may be sold when received and registered without limit.
2
6. Xx. Xxxxxxxxxxxx'x resignation as Regional Medical Director
will remain in effect, effective March 14, 1997.
7. Xx. Xxxxxxxxxxxx will retain the right to terminate the
Physician Employment Agreement, dated as of September 21, 1996, throughout the
remainder of the contract's term on ten days' notice.
8. If TCD does not timely fulfill the foregoing provisions, Xx.
Xxxxxxxxxxxx'x existing notice of rescission, dated March 1, 1996, under the
Registration Rights Agreement will again become immediately effective.
9. This Letter Agreement is in addition to another letter
agreement of even date among the parties regarding certain employment and other
matters and does not supersede such other letter agreement.
Please confirm your agreement to the foregoing by signing this letter
in the space provided.
Dated as of March 31, 1997.
Very truly yours,
THE COMPANY DOCTOR
By: /s/ XXXXXX X. ANGLE
------------------------------------
Title: President & CEO
---------------------------------
THE PHYSICIAN GROUP, P.A.
By: /s/ XXXXXX X. ANGLE
------------------------------------
Title: President
---------------------------------
AGREED AS OF THE DATE
ABOVE WRITTEN:
/s/ XXXXXX X. XXXXXXXXXXXX, M.D.
------------------------------------
Xxxxxx X. Xxxxxxxxxxxx, M.D.
2
