EXHIBIT 10.25
January 6, 2001
Xx. Xxxxxxx X. Xxxxxx, CEO
HealthPlan Services Corporation
0000 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxx 00000
Dear Xxxx:
Please allow this letter and the attached Schedules A & B to serve as the entire
agreement between HealthPlan Services Corporation (the Company), Xxxx Xxxxxxx
(the Employee), and Xxxxx CFO Partners, LLP (Xxxxx CFO).
This letter creates an employment relationship between the Employee and the
Company. This is for the benefit of the Company and to ensure its absolute
control of the Employee in the exercise of his or her employment.
For the services of the Employee, the Company agrees to pay $24,000.00 per month
plus any earned bonus(es), as set forth in Schedule A, which also includes other
related employment terms.
Xxxxx CFO's obligation is to make the Employee available to the Company and to
make our resources available to the Employee. Since we do not have a direct
relationship with the Company and the Company controls and directs the Employee,
Xxxxx CFO cannot and does not assume the same risks we might assume if we
directly supervised the Employee. Schedule B sets forth provisions dealing with
the limitation of liability of Xxxxx CFO. This allows Xxxxx CFO to provide this
unique relationship that offers the value of a traditional employment
relationship and the resources and benefits of our national CFO firm.
The Company may for any reason and with 30 days prior written notice to the
Employee and Xxxxx CFO, terminate the Employee "at will". Likewise, Xxxxx CFO or
the Employee may terminate this letter agreement for any reason with 30 days
prior written notice to the Company, and immediately if the Company has not
remained current in its obligations under this letter or if the Company engages
in or asks the Employee to engage in illegal or unethical conduct.
Any disputes between the Company and Xxxxx CFO (whether or not it includes the
Employee as a party) shall be resolved by binding arbitration in Tampa, Florida
under the rules of the American Arbitration Association and governed by Florida
law.
1
The terms of this letter agreement are severable and may not be amended except
in a writing signed by the parties. Please sign below and return a signed copy
of this letter to indicate your agreement with its terms and conditions.
We look forward to serving you.
Sincerely yours,
XXXXX CFO PARTNERS, LLP EMPLOYEE
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx Xxxxxxx
------------------------------------ ---------------------------------------
(signature) (signature)
Xxxxxxx X. Xxxxxx Xxxx Xxxxxxx
Area Partner
for XXXXX CFO PARTNERS, LLP
Acknowledged and agreed by:
HealthPlan Services Corporation
By: Xxxxxxx X. Xxxxxx
Its: Chief Executive Officer
Signature: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Date: 1/8/01
------------------------
2
