EXHIBIT 10.03(f)(ii)
PERSONAL AND CONFIDENTIAL
April 4, 1997
Xx. Xxxx X. Xxxxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
Dear Xxxx:
This is to summarize our agreement concerning the terms of your separation from
Community Care of America, Inc. (the "Company"). By signing this document, you
agree to the following:
1. By your execution hereof, you hereby confirm your resignation as an
employee and officer of the Company and its subsidiaries, and as a director
of the Company and its subsidiaries, effective as of April 4, 1997 (the
"Termination Date").
2. In full satisfaction of any and all amounts now or hereafter payable to you
under the Company's Supplemental Deferred Compensation Plan, the Company
shall pay to you a total sum of $25,000, payable in a six (6) month
promissory note at an annual interest rate of seven (7) percent. The note
and any accrued interest shall become immediately due and payable in the
event of the sale of the Company. It is agreed that the Company's agreement
to make such payment is in cancellation of the prior promissory note of the
Company to you dated September 13, 1996, in the principal amount of
$125,000, and the replacement note of the Company in the same principal
amount dated January 2, 1997. You agree to deliver back to the Company for
cancellation both of the said promissory notes upon your execution of this
Letter Agreement.
3. The Company hereby agrees to continue your benefits under the Company's
health care plans, including the Exec-u-Care Plan, for a period of six
months from the Termination Date.
4. The Company agrees: (i) to pay to you a severance payment representing six
(6) months salary and automobile allowance in the total amount of
$154,500.00, which amount shall be paid without interest, in two initial
installments of $12,875.00 on April 15, 1997 and April 30, 1997 and
subsequent semi-monthly installments of $6,437.50 each for ten (10) months
thereafter, pursuant to a promissory note of the Company to be delivered to
you upon execution hereof, and (ii) to vest you in 25 percent of your
awarded options which will be repriced at at any general repricing level if
the Company's options are repriced prior to or at the sale of the Company.
You agree to provide reasonable consultation services to the
Xx. Xxxx X. Xxxxxxxxx -2- April 4, 1997
Company as may be requested during this period. In the event of the sale of
the Company, the remaining severance will become immediately due and
payable.
5. You agree not to disclose to any person or entity any trade, technical or
technological secrets, details of organization, business affairs, or other
information of a proprietary or confidential nature relating to the
business of or belonging to the Company, its subsidiaries or affiliates.
Subject to a legal obligation or a fiduciary duty to others, you agree not
to malign or make negative statements about the Company or any of its
officers, directors or employees. You agree to initiate only positive
statements about the Company and its officers, directors and employees, and
to act generally as a goodwill ambassador for the Company.
6. With the exception of the above obligations of the Company, you, for
yourself, your heirs and assigns, do hereby waive, relinquish, release,
acquit and forever discharge the Company, its subsidiaries, affiliates,
shareholders, directors, officers and employees of and from any and all
claims or rights that you may have or ever had against any of them, whether
arising in respect of your employment, termination, compensation, benefits,
or otherwise, including, without limitation, any claims arising under any
employment agreement or under the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act, or any
similar federal or state laws, rules, or regulations.
7. You agree that you will continue to be bound by all of the covenants and
restrictions set forth in Article V of your Employment Agreement, dated
April 19, 1996, with the Company (the "Employment Agreement". Except for
the said Article V and except for Article VII of the Employment Agreement,
the provisions of which shall also be applicable to this Letter Agreement,
all remaining terms and provisions of the Employment Agreement are hereby
terminated effective as of the Termination Date. For purposes of the
notices provision of Article VII of the Employment Agreement (and for any
notices hereunder), your address is as follows until we are notified
otherwise pursuant to said Article VII:
00 Xxxxxxxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
8. In the event that you materially violate any of the covenants contained in
this Letter Agreement, the Company may, at its election, forthwith cease
providing you with any of the payments under this Letter Agreement. In
addition, you acknowledge and agree that the amount of damages in the event
of your breach of this Letter Agreement will be difficult, if not
impossible, to ascertain. You therefore agree that the Company, in addition
to, and without limiting any other remedy or right it may have, shall have
the right to an injunction enjoining any breach of the covenants made by
you in this Letter Agreement.
9. We have advised you of your right to consult an attorney. If you do not
choose to consult an attorney before execution of this Letter Agreement,
you have knowingly waived that right.
Xx. Xxxx X. Xxxxxxxxx -3- April 4, 1997
10. You acknowledge that you have read this Letter Agreement, understand its
contents, and have been given a period of 21 days to review and consider
this agreement, ask questions and have problems resolved.
11. You acknowledge that you are entering into this Letter Agreement
voluntarily and not as a result of any pressure, coercion or duress.
12. For a period of seven (7) days following your execution of this Letter
Agreement, you may revoke this Letter Agreement by written notice to the
Company. The Letter Agreement shall not become effective or enforceable
until the seven (7) day revocation period has ended.
13. This Letter Agreement sets forth the entire agreement and understanding
between us and shall supersede all prior agreements, documents or
discussions with respect to the matters herein covered. This Letter
Agreement may be amended, modified, or waived only by an instrument in
writing signed by the parties hereto.
Sincerely,
COMMUNITY CARE OF AMERICA, INC.
By: Xxxxxxx Xxx
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Title: President & Chief Executive Officer
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AGREED TO AND ACCEPTED:
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Xxxx X. Xxxxxxxxx Date
cc: Personnel File
