Exhibit 10.17
TERMINATION AGREEMENT
TERMINATION AGREEMENT made as of the 15th day of May, 1997 by and
between CRA Managed Care, Inc., a Massachusetts corporation (the "Company"),
and Xxxx X. Xxxxxxxxx, an individual residing in Boston, Massachusetts (the
"Employee").
WHEREAS, the Company and Employee entered into an Employment Agreement
dated March 8, 1994, as amended January 24, 1996 (the "Employment
Agreement");
WHEREAS, the Employee is Chairman of the Company;
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as of April 21, 1997 (the "Reorganization Agreement")
pursuant to which the Company will be merged (the "Merger") with a newly
formed subsidiary of Concentra Managed Care, Inc. ("Concentra"), at which
time the Employee will resign as Chairman of the Company and will terminate
her employment by the Company, and will commence serving as a Director of
Concentra;
NOW, THEREFORE, the parties agree as follows:
1. TERMINATION OF EMPLOYMENT. The Company and the Employee agree that
upon consummation of the Merger, the Employment Agreement shall terminate,
the Employee's status as an employee of the Company shall terminate, and all
obligations of the Company under the Employment Agreement shall terminate.
Until consummation of the Merger, the Employment Agreement shall continue in
full force and effect, and Employee shall continue to receive all salary
payments and other benefits set forth therein.
2. TERMINATION PAYMENT. The Company further agrees that upon
consummation of the Merger, the Company shall pay, or shall cause to be paid
on its behalf, a cash payment to the Employee in the amount of Three Hundred
Thousand Dollars ($300,000) in full and complete discharge of all further
obligations under the Employment Agreement.
3. MEDICAL BENEFITS. The Company agrees that for a period of 18
months following consummation of the Merger, the Company shall permit the
Employee and her spouse to participate, at their cost, in all medical benefit
plans made available to senior executives of the Company.
4. DIRECTOR STATUS. It is acknowledged that it is intended that upon
consummation of the Merger the Employee will commence serving as a director
of Concentra, and that Xxxxxx X. Xxxxxx, in his capacity as a shareholder of
the Company, has agreed pursuant to a separate instrument, and subject to the
condition therein stated, to vote the shares of Concentra which he will
receive upon consummation of the Merger in favor of the Employee, or in the
event of her death a member of her family designated by her estate, or her
designee, reasonably acceptable to the board of Concentra, as a director of
Concentra. It is acknowledged that in such event the Employee or her designee
shall be entitled to receive the same compensation as is paid to either
non-employee directors of Concentra.
5. REGISTRATION RIGHTS. The Employee has previously been granted
registration rights by the Company with respect to her shares of the Company.
The Company agrees that prior to consummation of the Merger, it will cause
Concentra to execute a registration rights agreement according to Employee
registration rights with respect to her shares of Concentra comparable to
those previously granted by the Company.
6. MISCELLANEOUS. Promptly following consummation of the Merger, the
Company shall have delivered, at the Company's expense, to such location as
is specified by the Employee all furniture and other personal items
maintained by the Employee in her office. In addition, the Company shall
forward to the Employee immediately all telephone calls and facsimiles
received at the Company and addressed to the Employee, and shall forward as
soon as practicable, and in all events within one week after receipt, all
correspondence received by the Company and addressed to the Employee.
Executed as of the date first above written.
CRA MANAGED CARE, INC.
By: /s/ Xxxxxx X. Xxxxxx
_____________________________
/s/ Xxxx X. Xxxxxxxxx
______________________________
Xxxx X. Xxxxxxxxx
