EXHIBIT 10.03(d)(iii)
PERSONAL AND CONFIDENTIAL
January 31, 1997
Xx. Xxxxx X. Xxxxx
000 Xxxxx Xxxxxx'x Xxxxx
Xxxxxx, XX 00000
Dear Xxxxx:
This is to summarize our agreement concerning the terms of your separation from
Community Care of America, Inc. (the "Company"). By signing this document, you
agree to the following:
1. By your execution hereof, you hereby confirm your resignation as an
employee and officer of the Company and its subsidiaries, and as a director
of its subsidiaries, effective as of January 31, 1997 (the "Termination
Date").
2. In full satisfaction of any and all amounts now or hereafter payable to you
under the Company's Supplemental Deferred Compensation Plan, the Company
shall pay to you a total sum of $25,000, payable in four equal installments
of $6,250 each, such installments to be paid on March 15, 1997, March 31,
1997, April 15, 1997, and April 30, 1997, respectively. It is agreed that
the Company's agreement to make such payments is in cancellation of the
prior promissory note of the Company to you dated September 13, 1996, in
the principal amount of $125,000, and the replacement note of the Company
in the same principal amount dated January 2, 1997. You agree to deliver
back to the Company for cancellation both of the said promissory notes upon
your execution of this Letter Agreement.
3. The Company hereby agrees: (i) to pay to you the amount of $6,000.00 in
full satisfaction of all obligations owed to you pursuant to the consulting
arrangement with XXXX, Inc., which amount shall be paid to you in four
equal installments of $1,500 each, with each installment to be paid,
respectively, on the same installment dates as provided for the payments
under Paragraph 3 hereof, and (ii) to pay to you or to health care
providers, as appropriate, any amounts owing pursuant to the Company's
health care plans, including the Exec-u-Care Plan, which have accrued as of
the date hereof.
4. The Company will pay to you a severance payment representing three (3)
weeks salary in the total amount of $12,454.00, which amount shall be paid
in two equal installments of $6,227 each, the first such installment to be
paid within five days following the execution of this agreement, and the
second such installment to be paid on February 28, 1997.
Xx. Xxxxx X. Xxxxx
January 31, 1997
Page 2
5. You agree not to disclose to any person or entity any trade, technical or
technological secrets, details of organization, business affairs, or other
information of a proprietary or confidential nature relating to the
business of or belonging to the Company, its subsidiaries or affiliates.
You agree not to malign or make negative statements about the Company or
any of its officers, directors or employees. You agree to make only
positive statements about the Company and its officers, directors and
employees, and to act generally as a goodwill ambassador for the Company.
6. You, for yourself, your heirs and assigns, do hereby waive, relinquish,
release, acquit and forever discharge the Company, its subsidiaries,
affiliates, shareholders, directors, officers and employees of and from any
and all claims or rights that you may have or ever had against any of them,
whether arising in respect of your employment, termination, compensation,
benefits, or otherwise, including, without limitation, any claims arising
under any employment agreement or under the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Age Discrimination in Employment Act, or any
similar federal or state laws, rules, or regulations.
7. You agree that you will continue to be bound by all of the covenants and
restrictions set forth in Article IV of your Employment Agreement, dated
April__, 1996, with the Company (the "Employment Agreement"). Except for
the said Article IV and except for Article VI of the Employment Agreement,
the provisions of which shall also be applicable to this Letter Agreement,
all remaining terms and provisions of the Employment Agreement are hereby
terminated effective as of the Termination Date. For purposes of the
notices provision of Article VI of the Employment Agreement (and for any
notices hereunder), your address is as follows until we are notified
otherwise pursuant to said Article VI:
000 Xxxxx Xxxxxx'x Xxxxx
Xxxxxx, XX 00000
8. In the event that you materially violate any of the covenants contained in
this Letter Agreement, the Company may, at its election, forthwith cease
providing you with any of the payments under this Letter Agreement. In
addition, you acknowledge and agree that the amount of damages in the event
of your breach of this Letter Agreement will be difficult, if not
impossible, to ascertain. You therefore agree that the Company, in addition
to, and without limiting any other remedy or right it may have, shall have
the right to an injunction enjoining any breach of the covenants made by
you in this Letter Agreement.
Xx. Xxxxx X. Xxxxx
January 31, 1997
Page 3
9. We have advised you of your right to consult an attorney. If you do not
choose to consult an attorney before execution of this Letter Agreement,
you have knowingly waived that right.
10. You acknowledge that you have read this Letter Agreement, understand its
contents, and have been given a period of 21 days to review and consider
this agreement, ask questions and have problems resolved.
11. You acknowledge that you are entering into this Letter Agreement
voluntarily and not as a result of any pressure, coercion or duress.
12. For a period of seven (7) days following your execution of this Letter
Agreement, you may revoke this Letter Agreement by written notice to the
Company. The Letter Agreement shall not become effective or enforceable
until the seven (7) day revocation period has ended.
13. This Letter Agreement sets forth the entire agreement and understanding
between us and shall supersede all prior agreements, documents or
discussions with respect to the matters herein covered. This Letter
Agreement may be amended, modified, or waived only by an instrument in
writing signed by the parties hereto.
Sincerely,
COMMUNITY CARE OF AMERICA, INC.
By:/s/ Xxxx X. Xxxxxxxxx
------------------------
Title:CEO
AGREED TO AND ACCEPTED:
/s/ Xxxxx X. Xxxxx 2/20/97
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Xxxxx X. Xxxxx Date
cc: Personnel File