Exhibit 10.2
May 27, 2005
Xx. Xxxxxx Xxxxxxxx
[Home Address]
Re: Certain Compensation Arrangements
Dear Xxx:
This letter confirms our agreement with respect to a 2006 cash stay
bonus relating to your continued employment with Curative Health Services, Inc.,
including its subsidiaries and affiliated entities, and their respective
successors and assigns (collectively the "Company").
1) The Company is prepared to pay to you a stay bonus of $100,000 in cash
(less applicable withholdings and deductions), no later than October 31,
2006, if and only if each of the following conditions shall have been
fully satisfied, in the sole reasonable discretion of the Chief Executive
Officer of the Company:
a) You shall have relocated your home and moved to the vicinity of the
Company's Nashua, New Hampshire offices by July 31, 2005, and shall
have remained there continuously through October 31, 2006.
b) You shall have fully, timely and satisfactorily completed each of
the following milestones:
i) The consolidation and transfer of the Company's Finance
Department to Nashua, New Hampshire shall have been
successfully substantially completed by July 31, 2005,
including such that all Finance Department functions
previously performed in Hauppauge, New York (other than
accounting functions relating to the Company's Wound Care
Management business unit, and to OptCare Plus (Virginia),
eBioCare and Apex operations, which shall not be transitioned
to Nashua at this time) shall have been successfully
transitioned to qualified individuals employed by the Company
and based in the Company's Nashua offices, with no significant
diminishment in performance and effectiveness compared with
the Finance Department functions previously performed in
Hauppauge.
ii) The Company's auditors shall have provided an unqualified
opinion that the Company's financial statements included in
its filing with the United States Securities and Exchange
Commission ("SEC") on Form 10-K relating to the fiscal year
ending December 31, 2005 present fairly, in all material
respects, the consolidated financial position of Curative
Health Services, Inc. and subsidiaries at December 31, 2005
and 2004, and the consolidated results of their operations,
stockholders equity and their cash flows for each of the three
years in the period ended December 31, 2005, in conformity
with U.S. generally accepted accounting principles, and that
the related financial
Xx. Xxxxxx Xxxxxxxx
May 27, 2005
Page 2
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
iii) The Company's auditors shall have provided an unqualified
opinion that Curative Health Services, Inc. and its
subsidiaries (including without limitation Critical Care
Systems, Inc.) maintained, in all material respects, effective
internal controls over financial reporting as of December 31,
2005, and shall have confirmed a management assessment that
Curative Health Services, Inc. and its subsidiaries (including
without limitation Critical Care Systems, Inc.) maintained
such effective internal controls.
iv) The Company shall have timely and properly filed its annual
report on Form 10-K with the SEC, and
(1) such report shall not contain any untrue statement of a
material fact or omit to state a material fact necessary
to make the statements made, in light of the
circumstances in which they are made, not misleading
with respect to the period covered by the report; and
(2) the information contained in such report shall fairly
present, in all material respects, the financial
condition and results of operations and cash flows of
the Company as of and for the periods presented in the
report, and
(3) such report shall fully comply with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of
1934.
2) Notwithstanding the foregoing, the payment referred to in paragraph 1
above shall be reduced by the amount of any performance-based cash
incentive payment determined for you with respect to performance by you,
the Finance Department and/or by the Company in connection with
performance during 2005. For purposes of calculating such reduction, the
full amount of such incentive payment (before taking into account any
applicable withholdings or deductions) shall be included.
3) The provisions of your Employment Agreement, as amended or modified from
time to time, remain in full force and effect and are not modified hereby.
You agree that in the event of a breach by you of any of the covenants set
forth in your Employment Agreement (or of your fiduciary duties to the
Company or otherwise), the Company would be entitled to off-set any
amounts contemplated in this letter agreement, in addition to any and all
other available remedies.
4) This agreement constitutes the entire agreement between the Company and
you, and supersedes and cancels all prior and contemporaneous written and
oral agreements between the Company and you, regarding the cash stay bonus
as contemplated in this letter. You affirm that, in entering into this
agreement, you are not relying upon any oral or written promise or
statement made by anyone at any time on behalf of the Company. This
agreement does not constitute a promise of continuing employment.
Xx. Xxxxxx Xxxxxxxx
May 27, 2005
Page 3
5) This agreement may not be changed or altered, except by a writing signed
by the Company and you. This agreement is entered into in the State of New
York and the laws of the State of New York will apply to any dispute
concerning it.
Please sign a copy of this letter agreement in the place provided below and
return to me the fully executed original.
Best regards,
Acknowledged and agreed: CURATIVE HEALTH SERVICES, INC.
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Xxxxxx Xxxxxxxx By: _________________________________
Xxxx X. XxXxxxxxx
President and Chief Executive Officer
