EXHIBIT 10.104
September 23, 1998
Xx. Xxxx X. Xxxxxxx
0 Xxxx Xxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Dear Xxxx:
In regard to the Change in Control Agreement (the "Agreement") dated as of
March 10, 1997 by and between Youth Services International, Inc. (the "Company")
and you, and the Employment Agreement (the "Employment Agreement") dated March
10, 1997 by and between the Company and you, it has been noted that certain
provisions therein have been subject to potential differing interpretations.
This letter is intended to clarify the meaning of such provisions in conjunction
with the proposed merger between the Company and Correctional Services
Corporation the parties agree to the following:
1. The execution of the Merger Agreement between the Company and CSC of even
date herewith constitutes a Change in Control under the Change in Control
Agreement.
2. Xx. Xxxxxxx will not continue employment with the Company as Senior Vice
President or as Chief Financial Officer after the closing of the merger
contemplated by the Merger Agreement (although it is understood that Xx.
Xxxxxxx and CSC will discuss and may agree that Xx. Xxxxxxx remain an
employee of the Company or become an employee of CSC after the closing).
The Notice of Termination under the Change in Control Agreement shall be
given as of the date of the closing of the merger and the date of the
closing of the merger also will be the Date of Termination under the Change
in Control Agreement.
3. Notwithstanding anything to the contrary in the Change in Control Agreement
or the Employment Agreement, and notwithstanding the date of closing of the
merger, the parties agree that the amount of severance payable to Xx.
Xxxxxxx under Section 2(b) of the Change in Control Agreement is $785,000.
4. Xx. Xxxxxxx will be bound by the non-compete and other provisions of
Section 8 of the Employment Agreement for the periods specified therein
from the date of the closing of the merger and additionally will not,
directly or indirectly, on his own behalf or as a
Xx. Xxxx X. Xxxxxxx
September 23, 1998
Page 2
partner, officer, or employee of any person, firm or corporation, enter
into the employ of or engage in any business or activity which is the same
as the business and activities conducted by YSI or CSC or any of their
subsidiaries for a period of one year after the date of his termination of
employment from CSC or its affiliates (including any extension of his
employment that may be agreed as referenced in paragraph 2 above).
5. In consideration of the non-compete agreement set forth in Section 4 above,
as well as the provisions contained in Section 8 of the Employment
Agreement, CSC agrees to pay to Xx. Xxxxxxx $100,000 in 12 equal monthly
installments commencing on the first day of the month following the date of
the closing of the merger, subject to acceleration to the extent that such
acceleration does not create adverse accounting effects, and, in the event
of any breach of such provisions, CSC (or the Company) shall be entitled,
in addition to any other damages recoverable by CSC or the Company, to the
refund of such $100,000.
6. Upon consummation of the merger, CSC will cause the Company to honor the
Change in Control Agreement as clarified herein.
Please indicate your acceptance to the terms set forth herein by signing a
copy of this letter below.
CORRECTIONAL SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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AGREED and ACCEPTED
this 23rd day of September 1998
/s/ Xxxx X. Xxxxxxx
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