Exhibit 10.3
ACKNOWLEDGMENT RELATING TO
EMPLOYMENT AGREEMENT
This Acknowledgment Relating to Employment Agreement ("Acknowledgment") is
made as of June 3, 2003, by and between Curative Health Services, Inc., a
Minnesota corporation ("Curative"), and ___________, an individual resident of
the State of _________ ("Executive").
WHEREAS, Curative and Executive entered into an Employment Agreement dated
______________, as such Employment Agreement may have been amended from time to
time thereafter;
WHEREAS, Executive may be a participant in one or more Curative stock
option plans or agreements;
WHEREAS, Executive currently is employed by Curative as its
__________________;
WHEREAS, Curative has commenced a reorganization plan (the
"Reorganization"), which would involve the creation of Curative Holding Co., a
Minnesota corporation, ("Curative Holding") following which Curative would
become a wholly owned subsidiary of Curative Holding Co.; and
WHEREAS, Curative and Executive desire that the Reorganization not be
deemed a "Change in Control" for purposes of Executive's Employment Agreement or
any stock option plan or agreement in which Executive may be a participant.
NOW, THEREFORE, in consideration of the foregoing and the mutual terms and
conditions set forth herein, Curative and Executive agree as follows:
1. Employment Agreement. Notwithstanding the Reorganization, Executive intends
to continue working under the terms of Executive's Employment Agreement for
Curative, as of that date.
2. Reorganization Not "Change in Control". Curative and Executive acknowledge
and agree that neither the Reorganization nor any change in the ownership,
structure, or control of Curative as a result of the Reorganization shall be
deemed to be a "Change in Control" under Section 4.1 of the Employment Agreement
or any Curative stock option plan or agreement in which Executive is a
participant, and Executive specifically acknowledges and agrees that Executive
shall not be entitled to and shall not have the right to claim the compensation
and benefits set forth in Section 4.5(b) of the Employment Agreement or any
Curative stock option plan or agreement as a result of the Reorganization or any
change in the ownership, structure, or control of Curative as a result of the
Reorganization.
3. Stock Option Grant to Executive. In recognition of Executive's past service
to Curative, as an inducement for Executive's continued service to Curative
following the Reorganization, and in consideration of Executive's other
promises, obligations, and agreements set forth in this Acknowledgment, Curative
agrees to provide to Executive 500 incentive options for Curative stock at an
exercise price equal to the closing price of Curative Common Stock on the date
of the Compensation Committee resolutions related hereto and such other terms as
may be contained in the agreement evidencing the grant. Executive acknowledges
and agrees that Executive had no prior entitlement to such stock options and
that such stock options constitute good and sufficient consideration for
Executive entering into this Acknowledgment.
4. Headings. The headings of the articles and sections of this Acknowledgment
are inserted for convenience only and shall not be deemed a part of or affect
the construction or interpretation of any provision of this Acknowledgment.
5. Modifications; Waiver. No modification of any provision of this
Acknowledgment or waiver of any right or remedy herein provided shall be
effective for any purpose unless specifically set forth in a writing signed by
the party to be bound thereby. No waiver of any right or remedy in respect of an
occurrence or event on one occasion shall be deemed a waiver of such right or
remedy in respect of such occurrence or event on any other occasion.
6. Entire Agreement. The Acknowledgment contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes all other
agreements, oral or written, heretofore made with respect thereto.
7. Severability. Any provision of this Acknowledgment prohibited by or held
unlawful or unenforceable under any applicable law of any jurisdiction shall as
to such jurisdiction be ineffective without affecting any other provision
hereof. To the full extent, however, that the provisions of such applicable law
may be waived, they are hereby waived, to the end that this Acknowledgment be
deemed to be a valid and binding agreement enforceable in accordance with its
terms.
8. Controlling Law. This Acknowledgment shall be continued and enforced in
accordance with the laws of the State of New York.
9. Attorney Fees. In the event of litigation between the parties, to enforce
their rights under this Acknowledgment, the prevailing party shall be entitled
to receive from the non-prevailing party reimbursement of the prevailing party's
reasonable attorney's fees and costs at all levels of trial and appeal.
IN WITNESS HEREOF, the parties have executed this Acknowledgment effective
as of the date set forth above.
CURATIVE HEALTH SERVICES, INC.
By _________________________________
__________________________________
Executive Its ________________________________
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