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Exhibit 10
LETTER OF EMPLOYMENT
This Letter of Employment effective November 1, 1999, by and between Northstar
Health Services, Inc. (NSHS), 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx
00000, and Xxxxx X. Xxxxxx, CPA, 000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000
(JRM) is inclusive of the following terms and conditions:
OFFICE AND SCOPE OF DUTIES
JRM will be employed as the Executive Vice President and Chief Financial Officer
of NSHS and shall report directly to the Chief Executive Officer, unless
otherwise agreed to by JRM. JRM will perform the duties customarily attributed
to the Office of Chief Financial Officer under the direction of the CEO and the
guidelines of the Bylaws of the company. JRM will have full authority to make
decisions related to the operations of the Finance Department. The Finance
Department will include, at a minimum, the following departments: General
Accounting, Accounts Payable, Accounts Receivable/Billing, Payroll, Human
Resources, Shareholder Relations, and MIS. JRM is recognized as a member of
Executive Management, and as such, has authority that supersedes that of
subsidiary management personnel. Further, it is the intention of Executive
Management for JRM to be elected by the Board of Directors to the position of
Treasurer of the Board and appointed as a Board member until elections are held
at the next annual meeting of the shareholders.
TERM
This agreement will be for three (3) years. The term will automatically be
extended for an additional one (1) year period unless terminated by written
notice by NSHS at least 90 days prior to the termination date. However, upon the
occurrence of a Change of Control, the term of this agreement shall change to
include the following option of JRM. A Change of Control is defined as any of
the following: acquisition by third parties; merger; consolidation; sale of more
than 50% of assets; liquidation or dissolution of the company; or any person or
group becoming the beneficial owner of more than 30% of the stock of NSHS, other
than Xxxxxx X. Xxxxxx, Xxxxxx X. and Xxxxx X. Xxxxxx, The Xxxxxx Family Limited
Partnership, individually or collectively. In the event of a Change of Control,
JRM will have the option of remaining with the company or any surviving company
for the term of this agreement or being paid twelve (12) months of pay as
severance, following ninety (90) days of employment with the surviving company
and written notice of JRM's intent to resign. This agreement may also be amended
at any time subject to mutual agreement of JRM and NSHS.
SALARY AND BENEFITS
JRM will be paid at the rate of One Hundred Twenty Five Thousand Dollars
($125,000) per year. This rate of pay may not be reduced without JRM's approval.
Increases may be granted at NSHS's discretion. JRM will be entitled to all
benefits customary to full time exempt management employees, with the following
exceptions: JRM will receive four (4) weeks vacation per year and a mutually
agreeable company car or car allowance. JRM will be required to maintain his
professional CPA status by completing continuing professional education (CPE)
courses as required by the AICPA and PICPA. JRM will direct such CPE toward SEC,
tax and related courses that pertain to NSHS areas of activity. CPE related
costs will be reimbursed by the company. Upon signing of this agreement, NSHS
will grant JRM 100,000 options of NSHS stock at an exercise price of the closing
stock price on November 1, 1999, pursuant to the 1997 Stock Option Plan. The
options will vest in accordance with the following: 25,000 at the time of
signing of this Letter of Employment; 25,000 on the first anniversary date of
the signing of this Letter of Employment; 25,000 on the second anniversary date
of the signing of this Letter of Employment; and 25,000 on completion of the
refinancing of Cerberus Capital Management, LLC Credit Agreement with another
lending institution.
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Agreed to this 18th day of October , 1999, by:
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/s/ Xxxxx X. Xxxxxx, C.P.A. /s/ Xxxxxx X. Xxxxxx
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XXXXX X. XXXXXX, CPA XXXXXX X. XXXXXX
NORTHSTAR HEALTH SERVICES, INC.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
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Witness Witness