Separation Agreement and General Release - Galen Health Care Inc. and Don Steen
SEPARATION AGREEMENT
and GENERAL RELEASE
This Agreement is entered into this 17th day of October, 1997, by and
between Don Steen (hereinafter "Employee") and Galen Health Care, Inc.
(hereinafter "Company").
In consideration of Employee's agreement to the terms set forth below, and
the mutual benefits to be derived hereunder, it is agreed as follows:
All payments are subject to withholding for federal income tax, FICA, and
other deductions required by law or regulation.
1. Employee is to receive payment equivalent to three year's salary
($1,521,000) plus equivalent incentive compensation for three years
($760,500) and an incentive compensation payment ($126,750) pro-rated for
the period July 1 through December 31, 1997 (date of resignation) for a
total of two million four hundred eight thousand two hundred fifty dollars
($2,408,250). Thereafter Employee will be engaged as an independent
contractor as described in the attached Consulting Agreement. Payment will
be made within ten (10) days following the Company's notice to terminate the
Consulting Agreement or June 30, 1998, whichever occurs first.
2. In addition to the consideration described above, Employee is to receive
$87,750 payment for all unused Paid Time Off (PTO). Payment shall be paid in
a lump sum within 10 days of the effective date of Employee's resignation.
3. Vested options may be exercised in accordance with plan provisions.
4. Restricted shares under the 1995 Management Stock Purchase Plan are to be
refunded in accordance with plan provisions.
5. Employee is to receive $7,670 in consideration of COBRA health and dental
insurance continuation for eighteen months. Payment shall be paid in a lump
sum within 10 days of the effective date of Employee's resignation.
6. In addition to the consideration described above, Employee is to receive
$35,000 in consideration of relocation expenses. Payment shall be paid in a
lump sum within 10 days of the effective date of Employee's resignation.
7. In addition to the consideration described above, Employee is to receive
$5,000 in consideration of outplacement services. Payment shall be paid in a
lump sum within 10 days of the effective date of Employee's resignation.
The foregoing is in consideration of Employee's agreement that all promises set
forth herein are accepted in full and final release and settlement of any and
all claims of any type relating to Employee's employment or the operation of the
Company which Employee ever had or may now have against Company, or any of its
successors, purchasers, subsidiaries, assigns, affiliates, or parent, and the
officers, agents, directors, or employees of any of them. Employee hereby
agrees to make himself available at the request of the Company, at reasonable
times and upon reasonable notice, to assist the Company on matters the Company
shall designate in connection with issues involving litigation, compliance
and/or any governmental or other investigations involving the Employee's tenure
as an employee. Nothing in this statement shall require the Employee to act
contrary to the advice of counsel. Employee shall be indemnified by the Company
in accordance with, and to the fullest extent allowed by, the provisions of
Delaware law and Article Sixteenth of the Restated Certificate of Incorporation
of the Company and will be provided advancement of legal fees and costs to the
extent provided therein. It is further agreed that the terms of this agreement
will not be revealed to any person not a party to it, other than as required by
law and except for legal and financial advisors. Employee also agrees to
expressly waive any rights under any other programs or agreements between
Employee and Company including its parent other than as set forth herein or as
provided for under existing company benefit plans. It is the intention of both
parties that the terms and conditions set forth in this Separation Agreement and
General Release shall supersede the terms and conditions of Employee's existing
Employment Agreement with Medical Care America Inc. dated November 15, 1993.
Also, in consideration of the agreements set forth herein, Employee agrees to
bring no lawsuits, claims, or charges of any kind relating to his employment or
separation from employment including, but not limited to claims under the Age
Discrimination in Employment Act. Employee acknowledges to have read this
agreement/release and to understand all of its terms. Each party agrees to not
make any disparaging remarks regarding the other party. Employee further
acknowledges to have been informed of the right to agree or not agree to the
terms set forth herein and has executed this agreement voluntarily with full
knowledge of its significance and consequences. Employee acknowledges to have
been offered at least twenty-one (21) days to consider the terms and conditions
of this document but has voluntarily chosen to execute the document on the date
of its execution, as evidenced by his signature. In addition, Company and
Employee agree that Employee has seven (7) days following the execution of this
document in which to revoke this agreement by written notice.
This agreement/release is binding on and shall inure to the benefit of Company,
its parent and its successors and/or assigns.
If you agree to all of the terms and conditions set forth herein, please signify
by your signature below, and steps will be taken to implement this agreement.
I acknowledge that I have read the foregoing, have had ample time to consider
it, including ample time to consult with counsel, and voluntarily agree to all
terms set forth herein.
/s/ Don Steen 10/20/97
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Employee Date
/s/ Neil Hemphill 10/17/97
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Company Date