EXHIBIT 10.44
April 28, 1998
Superior Consultant Holdings Corporation
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, X000000
Ladies and Gentlemen:
The undersigned, Xxxxxx X. Xxxxxxx, is the owner of a majority of the
outstanding voting shares of Empower Health Corporation, a Texas corporation
("Empower"). This letter is intended to constitute a shareholder voting
agreement within the meaning of Article 2.30B of the Texas Business Corporation
Act.
On this date, Superior Consultant Holdings Corporation ("Superior") has
acquired 513,413 shares of the Series B Convertible Preferred Stock of Empower.
In connection therewith, the undersigned agrees that he shall vote all shares of
Empower's voting securities owned by him so that the following shall apply:
1. Superior shall be entitled to elect or have elected, to
Empower's Board of Directors, one nominee designated by Superior for each four
directors sitting on the Board who are not nominees of Superior.
2. Superior further shall be entitled and to appoint or have
appointed, to Empower's Advisory Council, one nominee designated by Superior.
3. If, pursuant to the exercise of the Purchase Option (as
defined in the Option and Put Agreement of even date herewith between Empower
and Superior), Superior acquires additional Empower securities constituting at
least an additional 10% of the outstanding equity interest in Empower, Superior
shall be entitled to elect or have elected one nominee to Empower's Board of
Directors in addition to the number which Superior is otherwise entitled to have
elected pursuant to paragraph 1 above.
4. If the put option set forth in the Option and Put Agreement
is exercised by Superior to require Empower to purchase the Shares and Empower
fails (whether due to statutory restrictions or otherwise) to complete the
purchase of the Shares in accordance with the terms thereof within thirty days
after delivery of notice of exercise, Superior shall be entitled to have elect
to Empower's Board of Directors nominees representing a majority of the
Directors.
5. The Buyer's initial nominee for Empower's Board of Directors
is Xxxxxxx X. Xxxxxxx, Xx., who shall serve for a minimum of three years. Any
other nominee of the Buyer pursuant to the foregoing provisions shall be subject
to the approval of Empower's Board, which shall not be unreasonably withheld.
6. Empower shall take all steps necessary to ensure that the
number of directors which it is authorized to have is sufficient to accommodate
Superior's nominees as set forth in this letter agreement.
The undersigned further agrees that he will execute an agreement containing
the foregoing provisions among holders of Empower voting securities having not
less than the minimum number of votes necessary in the future to cause the
foregoing conditions to be satisfied and the foregoing actions to be taken.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President & CEO, EHC
Agreed:
Superior Consultant Holdings Corporation
By: /s/ Xxxxx X. House
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Its: CFO
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