COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT ("Agreement") is made this 13th day of August, 1999,
by and between HealthStar, Inc., an Illinois corporation, ("HEALTHSTAR"), a
wholly owned subsidiary of HealthStar Corp., and Xxxxxx X. Xxxxx ("XXXXX"), Vice
President & Chief Financial Officer, HealthStar, Inc. The term of this Agreement
shall commence as of July 1, 1999 (the "Effective Date") and shall continue
thereafter until June 30, 2000 (the "Termination Date").
BASE SALARY: One Hundred Thirty Xxxxxx Thousand Dollars ($137,000) per annum
payable on a bi-weekly basis less statutory and elective payroll deductions.
CAR ALLOWANCE: Three Hundred Dollars ($300.00) per month payable the first two
payrolls of each month. This amount is to cover all expenses related to
automobile business travel.
TERMINATION: This Agreement may be terminated by HEALTHSTAR without notice for
"cause," which includes commission of a fraudulent, illegal or dishonest act
adversely affecting HEALTHSTAR.
If Xxxxx voluntarily resigns or is terminated for "cause," at the option of the
Company, Xxxxx forfeits any amounts that may be due under this Agreement as of
her termination date or which may become due thereafter which are not required
to be paid out according to Illinois law. In case of Nedza's death, any amounts
owed, including salary will be payable to her estate.
In the event that Nedza's employment is terminated "without cause" by
HEALTHSTAR, Xxxxx shall receive a 90-day written notice of termination of
employment and shall be compensated according to the terms of this agreement
during this period.
MODIFICATIONS:
This Agreement embodies the complete, full and exclusive understanding of
HEALTHSTAR and Xxxxx with respect to Compensation and they supersede and cancel
all prior agreements, written or oral, between the parties hereto. Any
amendments, additions, or supplements to or cancellation of this Agreement shall
be effective and binding on HEALTHSTAR and Xxxxx only if in writing and signed
by the President and approved by the Board of Directors.
If any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not effect the validity of any
other provision hereof and this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had never been contained herein.
This Agreement shall be subject to and governed by the laws of the State of
Illinois. The failure of either part to insist, in one or more instances, upon
performance of any of the terms and provisions of this Agreement shall not be
construed as a waiver of a relinquishment of any right granted hereunder or of
the future performance of any such term, covenant or condition; and the
obligation of both parties with respect thereto shall continue in full force and
effect.
This Agreement is not a contract of employment, express or implied, but merely
sets forth the compensation arrangement for Xxxxx.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
/s/ Xxxxxxx X. Xxxxxx 8/20/99
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Xxxxxxx X. Xxxxxx, Date
President, HealthStar, Inc.
/s/ Xxxxxx X. Xxxxx 8/20/99
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Xxxxxx X. Xxxxx, Date
Vice President & Chief Financial Officer
HealthStar, Inc.
