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Exhibit 10.10
EXECUTIVE SEVERANCE AGREEMENT
THIS EXECUTIVE SEVERANCE AGREEMENT (the "Agreement"), dated May 21, 2001,
between AMN Healthcare, Inc. (the "Company") and Xxxxxx Xxxx ("Executive").
1. Employment at Will.
The Company agrees to employ Executive and Executive hereby agrees to be
employed by the Company upon such terms and conditions as are mutually agreed
upon. Executive's employment with the Company shall be at the discretion of the
Company and Executive hereby agrees and acknowledges that the Company may
terminate Executive's employment at any time, for any reason, with or without
cause, and without notice. Nothing contained in this Agreement shall (a) confer
on Executive any right to continue in the employ of the Company, (b) constitute
any contract or agreement of employment, or (c) interfere in any way with the
at-will nature of Executive's employment with the Company.
2. Severance Benefits.
In the event that the Company terminates Executive's employment without
"Cause" (as defined below), the Company agrees to:
(a) Pay to Executive severance payments in an amount equal to twelve
(12) months base salary as in effect on the date of the termination of
Executive's employment (the "Termination Date"), commencing with the first
payroll date after the Termination Date and payable in equal installments
by mail or by direct deposit in accordance with the Company's normal
payroll schedule and practices. All withholding taxes and other deductions
which the Company is required by law to make from wage payments to
employees will be made from such severance payments.
(b) If Executive makes an election to continue Executive's coverage
under the Company's group health plans pursuant to Section 601 of the
Employee Retirement Income Security Act of 1974, as amended, reimburse
Executive for the cost of such coverage during the period beginning on the
Termination Date and ending on the earlier of (i) the twelve month
anniversary of the Termination Date or (ii) the date upon which the
Executive becomes eligible for comparable coverage under another employer's
group health plans. Such period shall run concurrently with the period of
Executive's rights under COBRA.
For purposes of this Agreement, "Cause" for termination of the Executive
shall mean (a) Executive's failure to perform in any material respect his duties
as an employee of the Company, (b) the engaging by Executive in willful
misconduct or gross negligence which is injurious to the Company or any of its
affiliates, monetarily or otherwise, (c) the commission by Executive of an act
of fraud or embezzlement against the Company or any of its affiliates, or (d)
the conviction of Executive of a crime which constitutes a felony or a pleading
of guilty or nolo contendre with respect to a crime which constitutes a felony;
provided, however, that in the case of (a) or (b), the Company shall furnish
Executive with at least twenty (20) business days prior written notice of such
failure or breach and allow Executive twenty (20) business days after receipt of
such notice to cure such failure or breach, if such breach or failure is curable
in such period.
3. No Other Payments.
Executive understands and agrees that the payments and benefits described
above are in lieu of, and discharge, any obligations of the Company to Executive
for compensation, incentive or performance payments, or any other expectation or
form of remuneration or benefit to which Executive may be entitled, including
severance benefits under any Company plan or program, except for: (i) any
unpaid wages due for work performed during the last pay period(s) prior to the
Termination Date; (ii) any unused vacation which is duly recorded on the
Company's payroll records as of the Termination Date; (iii) the continuation of
Executive's coverage under the Company's group health plans pursuant to the
terms of such plans and applicable law, and (iv) any amounts payable to
Executive under any retirement plan of the Company.
4. Severance Benefits Conditioned Upon Release.
Executive acknowledges and understands that Executive's eligibility for
severance pay and other benefits hereunder is contingent upon Executive's
execution and acceptance of the terms and conditions of, and the effectiveness
of the Company's standard Covenant and General Release of All Claims (the
"Release") as in effect on the Termination Date. The Company's standard Release
may be modified from time to time in the Company's discretion as it deems
appropriate. If Executive fails to execute a Release within twenty-one (21)
days of receipt of such Release (or if Executive revokes such Release in a
manner permitted by law), then Executive shall not be entitled to any severance
payments or other benefits to which Executive would otherwise be entitled under
this Agreement.
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5. Miscellaneous Provisions.
(a) This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and may be amended, modified or
changed only by a written instrument executed by Executive and the Company.
No provision of this Agreement may be waived except by a writing executed
and delivered by the party sought to be charged.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without reference to principles
of conflict of laws.
(c) All notices and other communications hereunder shall be in
writing; shall be delivered by hand delivery to the other party or mailed
by registered or certified mail, return receipt requested, postage prepaid;
shall be deemed delivered upon actual receipt; and shall be addressed as
follows:
If to the Company:
AMN HEALTHCARE, INC.
00000 Xx Xxxxxx Xxxx, #000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
If to Executive:
Xxxxxx Xxxx
00000 Xxxxxxxxx Xxxx
Xxxxx, XX 00000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith.
(d) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction will not invalidate or render
unenforceable such provision in any other jurisdiction.
Date: May 21, 2001 AMN HEALTHCARE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and CEO
Date: May 21, 2001
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: "Executive"
