Exhibit 10.21
CONSULTING AND TRANSITION AGREEMENT
This Agreement dated this 5 day of June, 1997 is made and
entered into by and between Xxxxxx X. Xxxxx (hereinafter called
"Consultant") and Horizon Health Systems, Inc. (hereinafter called
"HHS").
WITNESSETH
WHEREAS, Consultant has worked in the hemophilia services and
products industry for a number of years as President of HHS and
Consultant has agreed to sell her stock in HHS and to resign as a
director, officer and employee of HHS, and
WHEREAS, HHS desires to retain Consultant as a consultant to
assist HHS in HHS's business and Consultant is amenable to providing
consulting services to HHS pursuant to the terms contained herein.
NOW THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as
follows:
1. Consulting Services. During the term hereof, Consultant shall
render consulting services to HHS in connection with the business
carried on by HHS. Consultant shall provide such services when and as
requested by HHS. Consultant agrees to render all consulting services
requested by HHS on a timely basis; however, subject to the requirement
that services be provided in a timely fashion, Consultant shall select
and determine the times when the consulting services are performed.
Consultant shall normally perform consulting services by telephone,
correspondence or at Consultant's offices, however, Consultant agrees
that she will be available to render consulting services at such other
locations as may be requested by HHS. Notwithstanding any provision
herein, Consultant's obligation to provide consulting services shall be
limited to providing a maximum of 400 hours of time availability in the
three month term of this Agreement. All materials needed by Consultant
in fulfilling her obligations hereunder shall be provided by Consultant
and Consultant shall determine the methods by which the consulting
services are rendered by her. To the extent that the Consultant is
required to travel outside of the greater Nashville, Tennessee area as
part of her consulting duties, HHS shall reimburse Consultant for the
reasonable costs of such out of town travel which is approved in
advance by HHS in writing. Consultant shall, at her expense, retain her
own secretary, who shall not be an employee of HHS. Consultant's
Secretary shall report to Consultant and shall not be under the
direction or control of HHS. Consultant and her secretary shall
maintain, at Consultant's expense, such office space as Consultant
shall require in performing her duties hereunder.
Specifically, Consultant's consulting duties shall include, but
not be limited to, the following:
(i) Assisting the President of HHS in his transition from
Vice President of HHS to President;
(ii) Assisting with marketing functions upon request by the
President of HHS;
(iii) Identifying potential candidates for the Vice President
- Marketing Services position at HHS.
2. Term. This Agreement shall be effective on the date of
execution specified herein above and shall continue for a non-
cancelable term of three months from the date of execution. This
Agreement shall not be renewed and all parties hereto agree that at the
expiration of the term hereof, Consultant shall have no right to
continue and no expectation to continue, her role as a consultant for
HHS.
3. Compensation. For and in exchange of the provision by
Consultant of consulting services, HHS shall pay to Consultant an
amount equal to:
(a) $12,500.00 for the month of June, 1997;
(b) $6,250.00 for the month of July, 1997;
(c) $3,125.00 for the month of August, 1997.
In addition to the amounts set out above, HHS shall pay to
Consultant an amount equal to a percentage of the base salary of Xxxx
Xxxxxx at HHS as in effect on the day immediately preceding the date of
this Agreement, as follows:
(a) 100% of the base monthly salary for the month of June, 1997;
(b) 50% of the base monthly salary for the month of July, 1997;
(c) 25% of the base monthly salary for the month of August,
1997.
The amounts due Consultant hereunder shall be paid to Consultant
on or before the 10th day of the month for which such payment is due.
4. Independent Contractor. It is agreed the Consultant is an
independent contractor and not an employee, partner, joint venturer, or
agent of HHS. Consultant shall have no authority to bind or commit HHS
in any manner whatsoever. HHS shall not be responsible for the acts of
Consultant while Consultant is performing consulting services under
this Agreement and Consultant is solely responsible for federal and
state tax withholding, social
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security taxes withholding, workers' compensation benefits and fringe benefits
for Consultant and Consultant's employees.
Consultant is engaged in rendering services to other clients. HHS
acknowledges and agrees that this Agreement is not an exclusive
agreement, that Consultant shall not be required to devote her full
time and attention to the performance of duties under this Agreement
and that Consultant may continue to render services to other clients so
long as such services are not in breach of the terms of this Agreement.
5. Assignability. The rights, duties and responsibilities of the
parties hereto are personal in nature and Consultant's duties and
responsibilities hereunder shall not be assigned without the express
written consent of HHS.
6. Applicable Law. This Agreement shall be construed in
accordance with the laws of the State of Tennessee and the laws of the
State of Tennessee shall govern the rights, duties, liabilities and
responsibilities created hereunder.
7. Headings. All headings used herein are for ease of reference
only and shall in no way be construed as interpreting, decreasing or
enlarging the provisions of this Agreement.
8. Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their successors, administrators,
trustees and assigns.
9. Modification. This Agreement may be changed or modified only
with the written consent of both parties.
10. Waivers. A waiver of the breach of any provision of this
Agreement shall not be deemed a waiver of any other breach of the same
or any other provisions hereof.
11. Notices. Any notice required to be given hereunder shall be
in writing and shall be sent by certified U.S. mail, postage prepaid,
return receipt requested to the party at her or its primary business
address as set out hereinbelow. Notice shall be effective when mailed.
12. Construction. Should any provision of this Agreement require
judicial interpretation, the parties hereto agree that the Court
interpreting or construing the same shall not apply a presumption that
the terms hereof shall be more strictly construed against one party by
reason of the rule of construction that a document is to be more
strictly construed against the party who, itself or through its agents,
prepared the same, it being agreed that both parties and their
respective agents have participated in the preparation hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date hereinabove written.
/s/ Xxxxxx X. Xxxxx
HORIZON HEALTH SYSTEMS, INC. ----------------------------------------
XXXXXX X. XXXXX
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------- Address: 000 Xxxxxxx Xxxxx
Title: Secretary, Board of Directors -------------------------
------------------------------ Nashville, Tennessee
Address: 000 Xxxxxxxxx Xxxxx -------------------------
---------------------------
Xxxxxxxxx, XX 00000
---------------------------
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