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EXHIBIT 11
July 28, 1997
Xxx Xxxx
00000 Xxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
Re: Settlement Agreement
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Dear Xxx:
In the event of a change of control of Xxxxxxx Medical Management
Holdings Corporation (TMMHC), causing or the termination of your employment with
Xxxxxxx Medical Management Corporation (TMMC) on a "not for cause" basis, you
will receive the following:
a) Bi-weekly salary continuation at your then current base rate of pay and
executive auto allowance for the twelve (12) months following your
separation from TMMC;
b) TMMC Medical Coverage continuation for the twelve months following your
separation from TMMC;
c) TMMC Dental Coverage continuation for the twelve (12) months following
your separation from TMMC;
d) Outplacement services consistent with TMMC's outplacement policy for a
person at the job classification of "Vice President";
e) Continued eligibility to fully participate in TMMC's Retirement Plans for
the twelve (12) months following your separation from TMMC; and
f) Payment effective upon separation of all accrued vacation, holiday and
personal leave days.
TMMC reserves the right to deduct from any applicable sum those amounts required
by law. Any monies owned to TMMC may be deducted from the amounts payable
pursuant to this paragraph. None of the aforementioned payments and benefits
will be reduced or eliminated if you gain employment elsewhere during the twelve
(12) month period in which you are entitled to receive those benefits.
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For the purpose of this letter agreement, a "Change of Control" shall mean:
a) The acquisition by any individual, entity or group (within the
meaning of the Securities Exchange Act of 1934, as amended, of beneficial
ownership of 20% or more of either (i) the then outstanding shares of
common stock of TMMHC, or (ii) the combined voting power of the then
outstanding voting securities of TMMC entitled to vote generally in the
election of directors.
b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board, provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election
by TMMHC's shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of an
acquiring person other than the Board; or
c) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of TMMHC (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the outstanding TMMHC
Common Stock and outstanding TMMHC voting securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more
than 70% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business Combination.
d) Approval by the shareholders of TMMHC of a complete liquidation or
dissolution of TMMHC.
The terms and conditions of this severance arrangement will be memorialized and
incorporated in a Severance Agreement and General Release, which will be
presented to you for consideration and acceptance in the event of your
termination "not for cause" after a Change of Control.
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Please indicate your acknowledgement and acceptance of this letter agreement by
signing and dating this document in the space indicated below, and returning it
to me. A photocopy will be provided to you for your records.
Sincerely,
/s/ XXXX XXXXXXXXX
Xxxx Xxxxxxxxx
President and CEO
Xxxxxxx Medical Management Holdings Corporation
By: /s/ XXX XXXX
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Date: 7/29/97
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