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EXHIBIT 10.52
October 14, 1999
Xxxxxxx X. Xxxxxxx
INSpire Insurance Solutions, Inc.
000 Xxxxxxx Xxxxxx Xxxx
Xxxxx, XX 00000
Dear Xxx:
This is to confirm our discussions regarding our agreement to waive certain
notice provisions under your employment agreement dated January 11, 1999 with
INSpire Insurance Solutions, Inc. (the "COMPANY") Section 8(c) of your
employment agreement provides that you may terminate the employment agreement
upon one (l) year written notice. Section 8(d) of the employment agreement
provides that the Company may terminate the employment agreement upon 180 days
notice. In view of the Company's decision to pursue strategic alternatives and
the inherent uncertainty regarding what, if any, alternatives may be pursued, we
have agreed that it would be appropriate to waive the notice requirements under
the employment agreement as described below.
Accordingly, we agree as follows:
A. You agree that no notice of termination of employment may be given by
you prior to January 1, 2000. After January 1, 2000, you may elect to
terminate the employment agreement upon 60 days prior written notice
to the Company; provided, however, that the effective date for
termination of employment shall not be earlier than March 31, 2000.
You agree to continue to perform the duties contemplated by your
employment agreement through at least March 31, 2000 and in connection
therewith you acknowledge that you will continue to serve as Chief
Financial Officer of the Company with responsibility for the
preparation, execution and filing of the Company's Annual Report or
Form 10K for the year ending December 31, 1999.
B. Subject to your compliance with Section A above, in the event that you
elect to terminate the employment agreement by giving notice after
January 1, 2000, (i) you will be entitled to the compensation upon
termination as specified in Sections 9(a) and 9(d) of your employment
agreement, and (ii) you may elect to receive a lump sum payment equal
to the present value of the amount of compensation upon termination
payable to you discounted by the then current Treasury Xxxx rate for
the remaining period of time during which such compensation is payable
pursuant to Section 9(d) of your employment agreement.
C. After January 1, 2000, the Company may elect to terminate your
employment agreement at any time upon 60 days written notice to you.
D. In the event of termination of your employment agreement by you or by
the Company, you agree to resign as of the date of such termination
any position you hold as an officer of the Company.
Except as specifically described above, this letter shall not be deemed to
be a waiver or modification of any other provision of your employment agreement.
INSpire Insurance Solutions, Inc.
By: /s/ F. XXXXXX XXXXXX, III
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F. Xxxxxx Xxxxxx, III, Chairman and CEO
Acknowledged and Agreed:
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx