DISABILITY REINSURANCE MANAGEMENT SERVICES, INC.
January 18, 2001
Xxxx X. Xxxxxx
000 Xxx Xxxxx Xxxxx Xxxx
Xxxx Xxxxxxxxx, XX 00000
Re: Mutually Agreed Termination of Employment Agreement
Dear Xxxx:
This is to confirm the agreement we have reached concerning the
mutually agreed-upon termination of your employment by Disability Reinsurance
Management Services, Inc. (the "Company") and CORE, INC. ("CORE").
We have agreed that pursuant to your amended Employment Agreement,
effective April 1, 2001 (or such later date if mutually agreed) (the "Severance
Date"), your employment shall be terminated without Cause. Pursuant to Section
8(e) of the amended Employment Agreement, without limitation, the Company will
pay to you severance payments comprised of salary ($228,000 per annum or, if
higher, the salary in effect on the Severance Date) and health care and dental
benefits continuing for 12 months beginning the Severance Date. In connection
with this mutually agreed-upon termination without Cause, effective the
Severance Date your resignation from all your positions (including
directorships) with the Company, CORE and all CORE's subsidiaries will be
effective.
Additionally, we have agreed that a "Change in Control" (as defined in
the Employment Agreement and as defined in all your stock option agreements)
shall be deemed to have occurred if on or before the Severance Date CORE has
signed a written term sheet or agreement with another party which provides for a
"Change in Control" of CORE at some later date and CORE publicly announces such
proposed Change in Control, and accordingly, in such event, (1) consistent with
Section 8(f) of the amended Employment Agreement, the 12 month severance
benefits shall be extended to 18 months (subject to the offset during the final
6 months as described in Section 8(f) of the amended Employment Agreement) and
(2) consistent with the terms of your stock option agreements, all unvested
options shall be fully vested and exercisable.
Through the Severance Date you shall retain all your titles and
positions with the Company and CORE. After the Severance Date and while you are
receiving severance payments from the Company, upon CORE's or the Company's
reasonable request, you agree to be reasonably available to CORE and the Company
to answer questions and provide information, including assistance in the due
diligence process, and assistance with litigation or disputes with which you
have knowledge. The Company and CORE acknowledge that your other commitments,
including personal commitments, may take priority over your assistance to CORE
and the
Company. The compensation payable to you by the Company or CORE for such
assistance shall be mutually agreed to prior to your rendering such assistance.
In connection with this mutually-agreed upon termination of employment
you also re-affirm the covenants set forth in Section 9 (Covenant Not to
Compete; Non-Solicitation; Confidential Information) of the Employment
Agreement.
Please sign this letter agreement in the space provided below to
evidence your acceptance and agreement with the foregoing.
Sincerely,
DISABILTY RESINSURANCE MANAGEMENT
SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: President
CORE, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx XX
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Xxxxxx X. Xxxxxxxxx XX
Chairman and Chief Executive Officer
Accepted and agreed to.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
