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Executive Agreement

 

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Title:

Executive Agreement

Entities:

Horizon Health Corp.

Date:

2006

Size:

Preview shows 6KB of 21KB total

Price:

$42

ID:

#2502026

 

 

► Employment ► Executive Agreements
► Healthcare ► Healthcare Facilities

 

 

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EXECUTIVE AGREEMENT

This Executive Agreement (the Agreement) is made as of September 7, 2006, by and between Horizon Health Corporation, a Delaware corporation (hereinafter referred to as Horizon), and John E. Pitts (hereinafter referred to as Executive).

WHEREAS, the Executive is employed as the Executive Vice President, Finance and Chief Financial Officer of Horizon; and

WHEREAS, the Executive and Horizon have agreed to enter into this agreement of the Executive on the terms and conditions hereinafter set forth;

In consideration of the premises and the mutual terms and conditions hereinafter set forth, Horizon and the Executive hereby agree as follows:

1. Severance Agreements.

(a) In the event of the termination of employment of the Executive by Horizon for any reason whatsoever other than for Cause (as defined in Section 2 hereof) at any time in the twelve (12) month period after the occurrence of a Change of Control or in the event of the termination of employment of the Executive by the Executive with Good Reason (as defined in Section 3 hereof) at any time in the twelve (12) month period after the occurrence of a Change of Control:

(i) Executive shall be entitled to severance pay in an amount equal to the Executives annual base salary then in effect on the date of termination of employment plus fifty percent (50%) of the maximum total dollar amount of the annual bonus potential for all kinds of bonuses (including, without limitation, any annual cash bonus and deferred incentive bonus) that the Executive was eligible to receive with respect to the fiscal year in which such termination of employment occurs and considering any deferred portion of such bonuses fully vested. Such severance amount shall be payable in a lump sum payment within ten (10) days after the date on which such termination of employment occurs.

(ii) All stock options or other equity deferred awards granted by Horizon to the Executive, all contributions made by Horizon for the account of the Executive to any pension, thrift or any other benefit plan, and all other benefits or bonuses (including cash bonuses) which contain vesting or exercisability provisions conditioned upon or subject to the continued employment of the Executive, shall become fully vested immediately prior to such termination; provided, however, that, if any such amount, benefit, or payment cannot become fully vested pursuant to such plan or arrangement on account of limitations imposed by law, the Executive shall be entitled, to the extent permitted by law, to receive from Horizon an amount in cash payable within 30 days of the date of termination equal to the total amount of benefits or payments which the Executive will have to forfeit pursuant to such plan or arrangement on account of such termination of employment. In addition, with respect to stock options, in such event the Executive shall have thirty (30) days after such termination to exercise such stock options. The provisions of this Section 1(a)(ii) shall govern and control over the provisions of any agreement or plan evidencing such stock options or other equity deferred awards to the contrary.


(iii) For a period of one (1) year following Executives termination, the provision to Executive (and Executives dependents, if applicable) of the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executives termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the change in control); provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall pay Executive a cash payment in an amount equivalent, on an after-tax basis to the Executive, to the cost of such benefits. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executives eligibility, but only to the extent that the company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.


 

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