EXHIBIT 10.1
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
SEVERANCE AGREEMENT
AMENDMENT
April 15, 2002
Xxxxx Xxxxx
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx:
WHEREAS the Board of Directors (the "Board") of Bright Horizons Family
Solutions, Inc. (the "Company") has determined that it is in the best
interests of the Company and its stockholders for the Company to agree
to amend your Severance Agreement dated October 31, 1997, to provide
additional benefits to you in your new responsibility as Chief Executive
Office of the Company;
NOW, THEREFORE, to assure the Company that it will have your continued
dedication and the availability of your advice and counsel, and to induce you to
remain in the employ of the Company, and for other good and valuable
consideration, the Company and you agree to amend your previous Agreement by
adding the following paragraphs:
11. PAYMENTS UPON TERMINATION OR RESIGNATION WITHOUT A CHANGE IN CONTROL
11.1 Payments Upon Termination for Cause, Death, Disability or Voluntary
Resignation. If (a) the Company at any time terminates the Employee's employment
for Cause or (b) the Employee voluntarily resigns for any reason other than Good
reason, then in each case the Employee shall be entitled to receive only his
Base Salary and any other accrued benefits due Employee on a pro rata basis to
the date of termination plus reimbursement of expenses through the date of
termination. If the Employee at any time dies or becomes disabled (being defined
as the inability of the Employee to perform his/her normal employment duties for
a consecutive six (6) month period during the term of their Agreement because of
either physical or mental incapacity), the Employee shall be entitled to receive
only his Base Salary and any other accrued benefits due Employee and any
incentive bonus compensation on a pro rata basis and reimbursement of expenses
to the date of termination. "Pro rata" shall mean the product of the Employee's
annual Base Salary and any incentive bonus compensation that would have been
payable had the Employee's employment not terminated multiplied by a fraction
the denominator of which is 365 and the numerator of which is the number of days
during the calendar year that have passed through the date of the termination of
the Employee's employment.
11.2 Payments Upon Termination Without Cause or Resignation for Good Reason. If
the Company terminates the Employee's employment without Cause or the Employee
resigns for Good Reason, then in either case the Employee shall be entitled to
receive bi-weekly severance payments for a period of one (1) year from the date
of Termination at his Base Salary, with all benefits and taxes handled in the
same manner as described in paragraph 2 above, plus the average
incentive bonus compensation for the past two years and any other accrued
benefit due Employee on a pro rata basis through date of termination.
All other terms and conditions of the Agreement will remain unchanged.
If you are in agreement with the foregoing, please so indicate
by signing and returning to me the original of this Agreement, whereupon
this Agreement shall constitute a binding agreement between you and the
Company.
The second copy is for your records.
Very truly yours,
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Chairman
ACCEPTED AND AGREED:
Signature: /s/ Xxxxx X. Xxxxx
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Date: 4/15/2002
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