Exhibit 10.18
FORM OF TERMINATION AGREEMENT
This Termination Agreement (the "Agreement") is made and entered into as
of the 15th day of May, 1997 by and between OccuSystems, Inc., a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxx, M.D., an employee of the
Company ("Employee").
WHEREAS, the Company and Employee entered into an Employment Agreement
dated May 15, 1995, as amended by a certain letter agreement, dated July 3,
1996 (collectively, the "Employment Agreement"); and
WHEREAS, Employee is an employee and a member of the Board of Directors
of the Company; and
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as of April 21, 1997 (the "Reorganization Agreement")
pursuant to which the Company will be merged (the "Merger") with Concentra
Managed Care, Inc. ("Concentra"), at which time the Employee will resign as
an employee and a member of the Board of Directors of the Company and will
terminate his employment by the Company;
NOW, THEREFORE, the parties agree as follows:
1. TERMINATION OF EMPLOYMENT. The Company and Employee agree that
upon consummation of the Merger, the Employment Agreement shall terminate,
Employee's status as an employee of the Company shall terminate, and all
obligations of the Company under the Employment Agreement shall terminate.
Until consummation of the Merger, the Employment Agreement shall continue in
full force and effect, and Employee shall continue to receive all salary
payments and other benefits set forth therein.
2. TERMINATION PAYMENT. The Company further agrees that upon
consummation of the Merger, the Company shall pay, or shall cause to be paid
on its behalf, a cash payment to Employee in the amount of Seventy-Five
Thousand Dollars ($75,000) in full and complete discharge of all further
obligations under the Employment Agreement.
3. MEDICAL BENEFITS. The Company agrees that for a period of eighteen
(18) months following consummation of the Merger, the Company shall permit
Employee and his spouse to participate, at their cost, in all medical benefit
plans made available to senior executives of the Company.
4. MISCELLANEOUS. Promptly following consummation of the Merger, the
Company shall have delivered, at the Company's expense, to such location as
is specified by Employee all furniture and other personal items maintained by
Employee in his office. In addition, the Company shall forward to the
Employee immediately all telephone calls and facsimiles received at the
Company and addressed to the Employee, and shall forward as soon as
practicable, and in all events within one week after receipt, all
correspondence received by the Company and addressed to Employee.
IN WITNESS WHEREOF, the Company and Employee have
executed this Agreement as of the date first above written.
OCCUSYSTEMS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Chairman and Chief Executive Officer
/s/ Xxxxxxx X. Xxxx, M.D.
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Xxxxxxx X. Xxxx, M.D.
