EXHIBIT 10.6
PMR CORPORATION
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of May 10,
2002 (the "Effective Date"), by and between XXXX XXXXX ("Consultant") and PMR
CORPORATION, a Delaware corporation (the "Company").
WHEREAS, Consultant is employed by Company as Chief Executive Officer
("CEO") and wishes to resign as CEO and as an employee of Company and any of the
Company's subsidiaries;
WHEREAS, the Company desires to retain the services of Consultant under
the terms of this Agreement;
WHEREAS, the Consultant desires to provide services, as described below,
to the Company as a consultant to the Company and the Company desires to receive
services from the Consultant, as described below.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:
1. Consultant hereby resigns as an employee and as Chief Executive
Officer (and any other offices which Consultant may hold) of Company (and any
subsidiaries of Company), and Company (and Company, on behalf of such
subsidiaries) accepts Consultant's resignation effective immediately.
2. From the Effective Date until the earlier of (i) the date that is
one year following the Effective Date or (ii) the date on which the Company
closes the merger transaction (the "Merger") contemplated by the Agreement and
Plan of Merger by and among the Company, a wholly-owned subsidiary of the
Company and Psychiatric Solutions, Inc. (such period, the "Term"), Consultant
will continue to provide services to the Company in any area of his expertise
and knowledge as performed as CEO and as requested by the Company and
particularly to assist in closing the Merger (the "Services"). Consultant agrees
to make himself available to provide the Services at such times and locations as
reasonably required by the Company and to perform the Services in a timely and
professional manner consistent with industry standards. The Company shall
reimburse Consultant for reasonable expenses incurred by the Consultant in
connection with the Services.
3. Consultant shall be an independent contractor and not an employee of
the Company. Notwithstanding the previous sentence, Company shall deduct all
payroll taxes and other required deductions from payments made to Consultant,
provided however, Consultant shall no longer be considered to be an employee of
Company and shall no longer be entitled to benefits as an employee of Company
(other than Consultant's rights, if any, under COBRA and the continuation of
Consultant's health insurance benefits on the same terms and conditions as
heretofore through June 30, 2002).
1.
4. Consultant's Services to the Company shall continue during the Term
of this Agreement, and as consideration for Consultant's Services under this
Agreement, Company shall pay Consultant $120,000.00 upon execution of this
Agreement (less deductions) and an additional $120,000.00 (less deductions) upon
the closing of the Merger or May 10, 2003, whichever first occurs.
5. The Employment Agreement between the Company and Consultant dated
August 25, 1999 is hereby terminated and Consultant hereby waives and releases
his entitlement to any benefits thereunder including but not limited to any
severance or compensation upon termination of employment.
6. The various agreements, including without limitation, each of the
option agreements set forth on Exhibit A, pursuant to which the Company issued
to Consultant stock options (the "Options") to purchase an aggregate of 477,720
shares of the Company's common stock ("Option Agreements") are hereby amended so
that:
a. the period within which Consultant shall be entitled to
exercise the Options shall not expire as a result of the termination of
Consultant's employment but shall expire (to the extent the options have not
been exercised) ninety (90) days following the end of the Term of this
Agreement, provided however, such expiration date for the exercise of the stock
options may be further extended as a result of the closing of the Merger as
provided in the Merger Agreement;
b. the term of each of the Options shall be extended to the
extent necessary to provide for the exercise of the Options during the period
set forth in Section 6(a) of this Agreement;
c. the stock options shall be treated as nonstatutory stock
options; and
d. all other terms of the Option Agreements shall remain in full
force and effect except as modified herein.
7. This Agreement shall be governed and construed in accordance with
the laws of the State of California without regard to its choice-of-law rules.
Any attempted assignment of rights or delegation of duties by Consultant shall
be void without the prior written consent of the Company. This Agreement is the
entire, final and exclusive agreement between the Company and Consultant
concerning its subject matter, and may be amended only in a writing duly signed
by both parties.
* * *
2.
IN WITNESS WHEREOF, the parties have executed this Agreement (counterparts
permitted) as of the date first above written.
CONSULTANT PMR CORPORATION,
a Delaware corporation
/s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxx Name:
Title: President and General Counsel
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(Address)
3.
EXHIBIT A
OPTION AGREEMENTS
Option Agreement evidencing option to purchase 150,000 shares of Common Stock
dated August 25, 1999.
Option Agreement evidencing option to purchase 100,000 shares of Common Stock
dated December 3, 1998.
Amended and Restated Stock Option Agreement evidencing option to purchase 75,000
shares of Common Stock dated February 1, 1996.
Amended and Restated Stock Option Agreement evidencing option to purchase
125,000 shares of Common Stock dated February 1, 1996.
4.
