1
Exhibit 99.2
NORTHSTAR HEALTH SERVICES, INC.
The Atrium, 000 Xxxxxxxxxxxx Xxxxxx (000) 000-0000
X.X. Xxx 0000 Fax: (000) 000-0000
Xxxxxxx, XX 00000
August 6, 1997
Xxxxx X. Xxxxxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xxxxx,
The purpose of this letter is to memorialize the terms and conditions of
your employment with Northstar Health Services, Inc. I will consider this letter
as a binding agreement between you and Northstar Health Services. By signing
this agreement, you shall do the same.
Effective, on or about September 2, 1997, you will hold the title of
Executive Vice President & Chief Administrative Officer. You shall report
directly to me. Your salary will be $95,000.00 per year and your first salary
review will take place during the month of February 1998.
In addition to your salary, you will be entitled to the following incentive
compensation:
FINANCIAL -- Beginning with the third quarter of 1997, you will be eligible
to receive $5,000.00 per quarter if the Company demonstrates a profit after
deducting unusual and non-recurring expenses. You will be paid in the
first paycheck following the public release of the Company's 10Q.
STOCK OPTIONS -- Beginning with the third quarter of 1997, you will be
eligible for 5,000 shares of stock options per quarter under the 1997 Stock
Option Plan. The stock options will be granted if the Company demonstrates
a profit after deducting unusual and non-recurring expenses. If the stock
options are granted, they will be granted on the day that the Company
releases the 10Q.
OTHER INCENTIVES -- There may be other incentive programs that you will be
eligible for from time to time and based on written agreement between you
and me.
Please note that even though your employment begins in September 1997, the
incentive program will commence on July 1, 1997 and conclude on June 30, 1998.
The incentive program will continue unless modified in writing.
2
Xxxxx X. Xxxxxxxxx
August 6, 1997
Page 2
Additionally, you will be entitled to all benefits customary and usual for
all full-time exempt employees (summarized in Exhibit A) with the following
exceptions:
VACATION - Four (4) weeks per year, prorated in the first calendar year
based on hire date
COUNTRY CLUB - Corporate membership at Indiana Country Club -- dues paid by
employee
During the term of your employment, you will acknowledge and agree that you
may serve on Boards of Directors and hold other leadership positions in
non-profit organizations, unless the objectives and requirements of such
positions are determined by me to be inconsistent with the performance of your
duties. Further, my approval will be required before you may accept or serve as
a director, officer, or employee of any other for-profit corporation during the
term of this agreement.
Relative to restrictions on competition, you shall agree that during the
two (2) years following your date of termination of employment, you shall not,
directly or indirectly, solicit the trade of, or trade with, any customer,
prospective customer, supplier, or prospective supplier of the Company and its
subsidiaries for any business purpose for which the Company is engaged.
Additionally, during the term of this agreement and for two (2) years following
your date of termination, you shall not, directly or indirectly, solicit or
induce, or attempt to solicit or induce, any employee of the Company to leave
the Company for any reason whatsoever, or hire any employee of the Company.
The initial term of this agreement shall be for a period of one (1) year,
commencing on or about September 2, 1997. Either party may elect to cancel this
agreement for any reason with 120 days written notice. This agreement will
automatically renew for one (1) year, unless terminated in writing with ninety
(90) days notice prior to the anniversary date.
Should there be a change in control of the Company, i.e. acquisition by
third parties; mergers; consolidation; sale of more than 50% of assets; any
person or group becoming the beneficial owner of more than 30% of the stock of
the Company; or if I am no longer the CEO or Chairman of the Board, you will
have the option of terminating your employment and receiving six (6) months of
salary going forward. Such option is only exercisable within the first thirty
(30) days following a change of control.
This letter shall be considered the entire agreement between you and me,
and shall supercede all previous oral or written agreements, representations,
understandings, or agreements with the Company and any officer or
representative. Any amendments to this agreement or a waiver by the Company of
any rights hereunder shall be effective only if placed in writing.
3
Xxxxx X. Xxxxxxxxx
August 6, 1997
Page 3
In closing, I believe the terms and conditions of this letter properly
document the most important components of your employment agreement. Everything
else will be on a handshake and our future together will be dependent upon
mutual trust and respect. I look forward to your agreement as to the terms and
conditions of this letter. More so, I look forward to developing a strong
relationship with you as you become instrumental in the success of Northstar
Health Services.
Please acknowledge your agreement to the foregoing by countersigning this
letter in the place provided below.
Sincerely,
/s/ XXXXXX X. XXXXXX
--------------------
Xxxxxx X. Xxxxxx
Chairman & CEO
TWZ:em
Received and consented to this 6TH day of AUGUST, 1997.
----- ---------
/s/ XXXXX X. XXXXXXXXX
-----------------------
Xxxxx X. Xxxxxxxxx
4
NORTHSTAR HEALTH SERVICES EXHIBIT A
Corporate Office o the Atrium o 665 Philadelphia Street EMPLOYEE BENEFITS
Xxxxxxx, XX 00000 o (000) 000-0000
FT PPT OTHER PLAN BENEFIT* ELIGIBILITY
------------------------------------------------------------------------------------------------------------------------------------
* * Vacation (Annually) o Full-time employees 2 weeks (Non-Exempt) Available after 90 days
Paid Holidays/Personal Days or 3 weeks (Exempt) Prorated based on hire date
o 6 main holidays (New Years, Memorial Day, Prorated for permanent
July 4, Labor Day, Thanksgiving, Christmas) part-time
o 3 Personal days per year
------------------------------------------------------------------------------------------------------------------------------------
* * Jury Duty Pay Full wages less jury pay are payable to Available after 90 days
employee; maximum 15 days per year
------------------------------------------------------------------------------------------------------------------------------------
* * Bereavement (3) days for immediate family, Available after 90 days
(1) day other relatives.
------------------------------------------------------------------------------------------------------------------------------------
* * Sick Days (1) day per month - maximum 60 days carry-over Available after 90 days;
accrue from hire date
------------------------------------------------------------------------------------------------------------------------------------
* * Continuing Education o Exempt management/PT, OT, SP $1,500/yr.; Available after 90 days
7 education days
o ATC's, XXXX'x, PT Assistants $750/yr.;
5 education days
o Non-exempt staff $300/yr.; 0 education days
------------------------------------------------------------------------------------------------------------------------------------
* * Health Insurance/ Optional Coverage for employee and dependents. Available the first of the
Hospitalization Blue Cross/Blue Shield Major Medical or month following completion
Select Blue -- 71% company paid; of 90 day job entry period
29% employee contribution.
------------------------------------------------------------------------------------------------------------------------------------
* * Prescription Optional coverage for employee and dependents. Available the first of the
Copayment of $6 for prescription drugs. month following completion
of 90 day job entry period
------------------------------------------------------------------------------------------------------------------------------------
* * Dental Optional coverage for employee and dependents. Available the first of the
No deductible or copayment for participating month following completion
providers. Maximum benefit $1,000 per calendar of 90 day job entry period
year.
------------------------------------------------------------------------------------------------------------------------------------
* * Vision Optional coverage for employee and dependents Available the first of the
month following completion
of 90 day job entry period
------------------------------------------------------------------------------------------------------------------------------------
* * * 401(k) Retirement Savings Employee may elect up to 20% contribution. Available after (1) year of
Employer matches 50% of employee contribution employment and 1,000 hours
up to $300/yr. Highly compensated may be of service
limited to lower percentages.
------------------------------------------------------------------------------------------------------------------------------------
* * * Direct Deposit Automatic deposit of payroll check to Upon employment
pre-authorized bank account
------------------------------------------------------------------------------------------------------------------------------------
* * U.S. Savings Bonds Payroll deduction of bonds available. Upon employment
Minimum $25 deduction per pay.
------------------------------------------------------------------------------------------------------------------------------------
* * Christmas Club Payroll deduction Upon employment
------------------------------------------------------------------------------------------------------------------------------------
* * Life Insurance and AD&D Coverage provided at no cost to employee Available the first of
$25,000--employee, 10,000--spouse, 5,000--Child the month following the
Accidental death & dismemberment coverage date of hire
$25,000 -- employee only
------------------------------------------------------------------------------------------------------------------------------------
* * Supplemental Life Insurance Option to purchase additional coverage through Available the first of
payroll deduction. Enrollment available the month following the
within 31 days of hire date. date of hire
------------------------------------------------------------------------------------------------------------------------------------
* * Long-Term Disability Provides a benefit of 50% of basic monthly Available the first of
earnings the month following the
Elimination Period: 90 days date of hire
------------------------------------------------------------------------------------------------------------------------------------
* * * Malpractice Insurance Professional liability policy covering Upon employment
employees while performing clinical duties
------------------------------------------------------------------------------------------------------------------------------------
* * Professional Memberships Reimbursement of annual professional dues for Available upon employment
management and clinical therapists, XXXX'x, as renewals occur
PTA's, and ATC's
------------------------------------------------------------------------------------------------------------------------------------
FT = Full-Time 80 hours per pay period
PPT = Permanent Part-Time 60-79 hours per pay period (prorated benefits)
Other = Part-Time hours less than 60 hours per pay period
* Please refer to the personnel policy manual and benefits
booklets for additional information
