EXHIBIT 10.20
AGREEMENT AND PROMISSORY NOTE
This Agreement and Promissory Note is made as of November 9, 1995 (the
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"Loan Date"), between J. Xxxxxx Xxxxxxxx ("Employee") and Community Psychiatric
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Centers, a Nevada Corporation ("CPC"), under the circumstances set forth in the
Certificate of Resolution, of the Compensation Committee of the Board of
Directors, dated June 2, 1995, wherein said Committee provided for Special
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Recognition Awards, for the outcome of the development of the Transitional
Hospitals concept.
NOW, THEREFORE, it is agreed:
1. CPC shall loan to Employee an interest free thirty-six (36) month
nonrecourse loan of one million dollars ($1,000,000). One thirty-sixth (1/36) of
the loan shall be forgiven each month provided the recipient does not
voluntarily terminate employment during the loan's term, in which event the
balance of the loan shall become immediately due and payable. Any balance of the
loan at the time of involuntary termination; change of control; death;
disability; or, termination pursuant to any provision in any applicable
employment agreement permitting the Employee to terminate employment for cause,
shall be forgiven with applicable payroll tax withholding.
At each regular pay period, one seventy-eighth (1/78) of the loan will be
recorded as income as non-cash compensation in forgiveness of that portion of
the loan with all applicable payroll tax withholding.
2. This Agreement supersedes any and all prior express or implied
agreements or promises; whether written or oral between Employee and CPC, its
agents, subsidiaries, successors and assigns; including, but not limited to,
agreements regarding compensation, remuneration or any form of consideration;
relating or pertaining to, the creation, development, management, or operation
of Transitional Hospital Corporation, long-term acute services, and all services
related thereto.
This Agreement and Note shall bind and inure to the benefit of the parties
hereto and their successors and assigns.
/s/ Xxxxx Xxxxxx Xxxxxxxx
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Signature
Name Xxxxx Xxxxxx Xxxxxxxx
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Address 0000 Xxx Xxxxxx Xxxxx
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Xxx Xxxxx, Xxxxxx 00000
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Social Security # ###-##-####
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