COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT ("Agreement") is by and between HealthStar, Inc., an
Illinois corporation, ("HEALTHSTAR"), a wholly owned subsidiary of HealthStar
Corporation, and Xxxxxx X. Xxxxxxxxx ("XXXXXXXXX"), Vice President & Chief
Operating Officer, HealthStar, Inc. The term of this Agreement shall commence as
of July 1, 1999 (the "Effective Date") and shall continue thereafter until July
30, 2000 (the "Termination Date").
BASE SALARY: One Hundred Eighty Thousand Dollars ($180,000) per annum payable on
a bi-weekly basis less statutory and elective payroll deductions.
CAR ALLOWANCE: Two Hundred Thirty Dollars, Seventy-Seven cents ($230.77) payable
bi-weekly totaling six thousands ($6000) per year. This amount is to cover all
expenses related in automobile business travel.
If Xxxxxxxxx voluntarily resigns or is terminated for "cause," at the option of
the Company, Xxxxxxxxx forfeits any amounts that may be due under this Agreement
as of his termination date or which may become due thereafter which are not
required to be paid out according to Illinois law. In case of Horndasch's death,
any amounts owed, including salary will be payable to his estate.
In the event that Horndasch's employment is terminated "without cause" by
HEALTHSTAR, Xxxxxxxxx shall receive a 90-day written notice of termination of
employment and shall be compensated according to the terms of this agreement
during this period.
MODIFICATIONS:
This Agreement is the complete, full and exclusive understanding of HEALTHSTAR
and Xxxxxxxxx with respect to Compensation and they supersede and cancel all
prior agreements, written or oral, between the parties hereto. Any amendments,
additions, or supplements to or cancellation of this Agreement shall be
effective and binding on HEALTHSTAR and Xxxxxxxxx only if in writing and signed
by the President and approved by the Board of Directors.
If any one or more of the provisions contained in this Agreement shall for any
reason be held to invalid, illegal or unenforceable or any respect, such
invalidity, illegality or unenforceability shall not affect the validity of any
other provision hereof and this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had never been contained herein.
This Agreement shall be subject to and governed by the laws of the State of
Illinois. The failure of either party to insist, in one or more instances, upon
performance of any of the terms and provisions of this Agreement shall not be
construed as a waiver of a relinquishment of any right granted hereunder or of
the future performance of any such term, covenant or condition; and the
obligation of both parties with respect thereto shall continue in full force and
effect.
This Agreement is not a contract of employment, express or implied, but merely
sets forth the compensation arrangement of Xxxxxxxxx.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
/s/ Xxxxxxx X. Xxxxxx 7/22/99
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Xxxxxxx X. Xxxxxx, Date
President, HealthStar, Inc.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxx, Date
Vice President & Chief Operating Officer
HealthStar, Inc.
