Exhibit 10.54
March 1, 2002
PRIVATE AND CONFIDENTIAL
Xxxx Xxxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
Re: Balanced Care Corporation(the "Company")
Further to our recent discussions, the Company is pleased to offer employment to
you with the effective commencement date of February 1, 2002, on the following
terms. The salary paid between November 20, 2001 and February 1, 2002 was
acceptable and is not covered by this agreement.
Position
1. Your position of employment with the Company will be Interim
CEO and Principal Financial Officer. You agree to devote
substantially all your time and attention to such position and
always act in the best interest of the Company.
Duties and Responsibilities
2. In addition to any other duties, responsibilities and
functions that may be assigned to you by the Company,
your duties, responsibilities and functions as Interim
CEO and Principal Financial Officer will include those
typically associated with such a position. You will
perform your duties at our Mechanicsburg office,
presently located at 0000 Xxxxx Xxxxx, or such other
office in the Mechanicsburg area as the Company may
designate.
3. Your gross salary before deductions will be $180,000
(US) per year payable bimonthly.
As additional compensation, you will be paid a bonus of
$225,000, if you remain employed one year (November 20, 2001
to November 19, 2002). Also, if we agree that you will
continue to be employed for an additional year (November 20,
2002 to November 19, 2003) you will be paid on additional
bonus of $225,000.
You will be entitled to participate in the Company's benefit
plan, the particulars of which have been made known to you,
and a copy of which is attached for your reference.
Termination
4. This agreement and your employment with the Company may
be terminated at any time without cause by the company
on 12 months prior written notice or upon payment of 12
months regular salary, in lieu of such notice, if such
termination occurs prior to the first anniversary of
the date of this letter. Thereafter, this agreement
and your employment with the Company may be terminated
at anytime without cause by the company on 6 months
prior written notice or upon payment of 6 months
regular salary, in lieu of such notice. Aside this,
the Company may end your employment at anytime for
cause without notice or payment instead of notice. In
addition, your employment will terminate automatically
without notice or payment in lieu of notice if you
become disabled and unable to work for a period of 4
consecutive months, if you die, or if you resign or
otherwise leave your employment with the Company.
Confidentiality
5. You will keep all information concerning the business and
affairs of the Company and all of its affiliates and
subsidiaries strictly confidential and not disclose any such
information to any other person, firm, or corporation during
and after your employment with the
Company.
Survival
6. Your obligations set forth in paragraph 5 above survive after
your employment with the Company, and any change in your
duties, salary, compensation or terms of employment will not
affect the validity of this agreement.
7. Any notice that is required to be given by one of us to the
other under this letter shall be given in writing by personal
delivery and shall be deemed received when delivered.
We would ask that you signify your consent to the above terms and conditions of
your employment by signing this letter below and returning a copy to us.
We encourage personal growth and look forward to having you join our team.
Yours very truly,
BCC Compensation Committee
By:/s/Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
Agreed and accepted as of the 1st day of March 2002.
/s/Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
