CHD MERIDIAN HEALTHCARE, LLC Nashville, TN 37215
CHD
MERIDIAN HEALTHCARE, LLC
00
Xxxxxx Xxxxx Xxxxxxxxx, #000
Nashville,
TN 37215
August
19, 2005
X.
Xxxxxx
Xxxxx
Re: Termination
of Employment
Dear
Xxxxxx:
Upon
your
acceptance of this letter, please allow it to serve as a binding agreement
(the
“Agreement”)
between
you, on the one hand, and CHD Meridian Healthcare, LLC and its subsidiary and
affiliated companies (collectively, “CHD
Meridian”),
on the
other hand, with respect to the termination of your employment with CHD Meridian
and the other issues addressed in this Agreement.
1. Termination;
Transition; Severance.
(a) Termination.
Your
employment at CHD Meridian under the terms of the Employment Agreement dated
January 1, 2000, as amended on January 26, 2005 (collectively, the “Employment
Agreement”),
which
is attached to this Agreement as Exhibit
A,
will
terminate on the earlier of: (1) September 30, 2005; and (2) the date specified
in a written notice from CHD Meridian indicating that your employment is
terminating, which date will be at least one week after the date you receive
the
notice. The date on which your employment terminates is referred to as the
“Termination
Date.”
(b) Transition.
Through
the Termination Date, you will continue to conduct the duties commensurate
with
your position and such other duties as may be assigned to you by the Chief
Executive Officer of XXX Xxxxxxxx in the Chief Executive Officer’s reasonable
discretion. Following the Termination Date and during the Severance Period
(as
defined below), you will make yourself available to answer questions concerning
your duties while employed by XXX Xxxxxxxx.
(c) Severance.
(1) Subject
to Section 1(c)(3), you will be entitled to a severance allowance equal to
$92,500 payable over six months (the “Severance
Period”)
not
inclusive of any accrued and unused Paid Time Off available to you under CHD
Meridian’s policies on the Termination Date, less deductions for federal and/or
state income tax withholding, FICA, and any other deductions from wages required
by law or regulation. The Severance Period will begin the day following the
Termination Date. The severance allowance will be paid in 13 equal installments
in approximately the same intervals and with approximately the same frequency
as
CHD Meridian’s normal pay periods. The first such installment will be payable on
CHD Meridian’s regular payday next following the Termination Date.
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(2) Subject
to Section 1(c)(3) and provided you exercise your COBRA continuation rights
under CHD Meridian’s group health insurance plan in which you participate on the
Termination Date, CHD Meridian will provide to you COBRA continuation coverage
during the Severance Period at no cost to you. The payment of any COBRA
continuation premiums following the expiration or termination of the Severance
Period is your sole responsibility, without any further notifice from CHD
Meridian.
(3) To
the
extent that you secure new employment before the expiration of the Severance
Period, CHD Meridian will discontinue and retain thereafter any payment not
yet
paid under this Section 1(c).
2. General
Releases.
Prior to
the Termination Date, you will execute a General Release in favor of CHD
Meridian in the form of Exhibit
B attached
to this Agreement, and CHD Meridian will execute a General Release in favor
of
you in the form of Exhibit
C
attached
to this Agreement.
3. No
Further Benefits or Obligations.
As of
the date hereof, you will be entitled to receive from CHD Meridian only the
benefits set forth and incorporated by reference in this Agreement. Except
as
set forth or incorporated by reference in this Agreement, neither you nor CHD
Meridian will have any further obligations to the other.
4. Indemnification.
Following the Termination Date, as a former officer of CHD Meridian you are
entitled to indemnification as provided by I-trax, Inc.’s Certificate of
Incorporation and Bylaws, as amended from time to time.
5. Conditions
of Benefits.
CHD
Meridian will provide to you the rights, payments and benefits set forth in
this
Agreement as consideration for (a) your execution, non-revocation and honoring
of a release of claims and covenant not to sue in favor of CHD Meridian in
the
form attached hereto as Exhibit
B;
and (b)
your continued compliance with the provisions of Sections 6 and 8 of this
Agreement.
6. Confidentiality,
Non-Competition and Non-Disclosure.
(a) After
the
execution of this Agreement, Section 7(a) (Confidentiality), Section 7(c)
(Non-Solicitation), Section 7(d) (Remedies), and Section 7(e) (Construction)
of
the Employment Agreement will continue in full force and effect in accordance
with the terms of the Employment Agreement. After the execution of this
Agreement, Section 7(b) (Non-Competition) of the Employment Agreement will
continue in full force and effect for a period of 12 months commencing with
the
Termination Date and otherwise in accordance with the Employment Agreement.
(b) CHD
Meridian will suffer irreparable injury in the event of any material breach
of
this Section 6. The damages resulting from such injury will be incapable of
being precisely measured and CHD Meridian will not have an adequate remedy
at
law to redress the harm that such damages may cause. Therefore, CHD Meridian
has
the rights and remedies of specific performance and injunctive relief, in
addition to any other rights or remedies that may be available at law or in
equity or under this Agreement, in respect of any failure, or threatened
failure, on your part to comply with the provisions of this Section 6,
including, but not limited to, temporary restraining orders and temporary
injunctions to restrain any violation or threatened violation of this Section
6.
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7. CHD
Meridian Property.
Prior to
the Termination Date, and as a condition to the payment by CHD Meridian of
the
payments described in Section 1(c), you must return to CHD Meridian all CHD
Meridian property, including any laptop computer, presentation, software or
other electronic device that you may have received from CHD Meridian or which
were paid for by CHD Meridian.
8. Business
Goodwill.
At all
times following the date hereof, unless required by process of law or subpoena
or to enforce the provisions of this Agreement, you will make no comments or
take any other actions, direct or indirect, that will reflect adversely on
CHD
Meridian or its officers, directors, employees or agents in such capacity or
adversely affect their business reputation or goodwill. At all times following
the date hereof, CHD Meridian will make no comments or take any other actions,
direct or indirect, that will reflect adversely on you or adversely affect
your
business reputation or goodwill. For a period of two years following the date
hereof, you will reasonably cooperate with CHD Meridian in providing information
that CHD Meridian reasonably requests and in taking such other action as CHD
Meridian may reasonably request, including testifying in connection with any
legal proceeding or matter relating to CHD Meridian, other than proceedings
relating to the enforcement of this Agreement or other proceedings in which
you
are a named party whose interests are adverse to those of CHD Meridian. If
CHD
Meridian requests you to perform any of the obligations set forth in the
previous sentence, CHD Meridian will pay you reasonable out-of-pocket expenses
and compensate you, at least at the pro-rated rate provided for in this
Agreement, for time spent.
9. Governing
Law; Arbitration. This
Agreement and performance under it, and all proceedings that may ensue from
its
breach, will be construed in accordance with and under the laws of the State
of
Tennessee. Unless provided otherwise elsewhere in this Agreement, all
proceedings that may ensue from the breach of this Agreement will be resolved
through an arbitration proceeding conducted in Nashville, Tennessee, under
the
Commercial Arbitration Rules, Expedited Procedures, of the American Arbitration
Association. Each party will pay half of the fees and expenses of arbitration
as
well as all of its own fees and expenses. The parties submit to the jurisdiction
of the courts of the state courts of Tennessee located in Nashville for purposes
of any actions or proceedings that may be required to enforce the final ruling
of in the arbitration or other provision of this Agreement.
10. Miscellaneous.
This
Agreement and the agreements referenced in this Agreement constitute the entire
agreement between the parties and cancel and supersede all other agreements
and
understandings, whether written or oral, between the parties, which may have
related to the subject matter contained in this Agreement and your employment
by
CHD Meridian.
No
modification, amendment or waiver of any provisions of this Agreement will
be
effective unless approved in writing by both parties. The failure at any time
to
enforce any of the provisions of this Agreement will in no way be construed
as a
waiver of such provisions and will not affect the right of either party
thereafter to enforce each and every provision hereof in accordance with its
terms.
Whenever
possible, each provision of this Agreement will be interpreted in such manner
as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement. Except as specifically modified herein,
all agreements between the parties remain in full force and effect.
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If
this
Agreement is acceptable to you, please indicate by signing in the space provided
below.
Sincerely,
CHD
MERIDIAN HEALTHCARE, LLC
/s/
X.
Xxxxx Xxxxxx
X.
Xxxxx
Xxxxxx
Chief
Executive Officer
Accepted,
Acknowledged
and
Agreed to:
/s/
X.
Xxxxxx Xxxxx
X.
XXXXXX
XXXXX
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