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Exhibit
10.1
CONSULTING
AGREEMENT
Consulting Agreement (the
“Agreement”) dated as of April 11, 2008 between
The Providence Service Corporation and its assignees (collectively,
the “Company”), and Steven I. Geringer (the
“Consultant”).
WHEREAS, the
Consultant served on the Company’s Board of Directors since
2002 and resigned from the Company’s Board of Directors in
April 2008 for personal reasons; and
WHEREAS, the Company
recognizes that the Consultant possesses knowledge and expertise in
the healthcare business and will provide valuable assistance to the
Company; and
WHEREAS, the
Consultant is desirous of committing himself to serve the Company
on the terms provided herein.
NOW, THEREFORE, in
consideration of the foregoing and of the respective covenants and
agreements of the parties contained in this Agreement, the parties
hereto agree as follows:
1. Engagement and
Duties of Consultant . The Company hereby engages
the Consultant, and the Consultant hereby agrees to be engaged as a
consultant to the Company for period commencing on April 11,
2008 until May 31, 2010 (the “Term”), unless
sooner terminated by the Company, to perform such consulting
services as requested from time to time by the Board of Directors
and management of the Company including, without limitation,
evaluating opportunities in the healthcare industry (the
“Business”) and assisting the Company with developing
services applicable to the Business (the “Services”).
The Company shall have the right at any time, exercisable upon
thirty (30) calendar days advance written notice, to terminate
this Agreement. In the event the Company terminates this Agreement,
the Consultant shall be entitled to receive the balance of the
monthly payments through the end of the Term and all options and
restricted shares granted pursuant to this Agreement shall
immediately vest. The services described in this Section 1
shall be rendered by Consultant without any direct supervision by
the Company and at such time and place and in such manner (whether
by conference, telephone, letter or otherwise) as Consultant may
determine.
2. Time Commitment of
the Consultant . During the term of this Agreement,
the Consultant shall make himself available for and at such times
as may be required by the Company for the business of the Company,
and shall perform the duties of his engagement as provided herein,
promptly, with fidelity, and to the best of his ability.
3. Compensation
. As compensation for the Consultant’s services, the
Company hereby agrees to pay the Consultant, and the Consultant
agrees to accept as full compensation for his services, an monthly
fee of $6,666.67 to be paid in advance for each such month on the
15th day of each calendar month during the Term, less such
deductions or amounts to be withheld as shall be required by
applicable law and regulations. These payments will terminate upon
the death of the Consultant.
The Company shall not be required to
reimburse the Consultant for expenses incurred by him in the
performance of his duties hereunder. In addition, upon execution of
this Agreement the
Consultant shall receive an award of
1,334 shares of the Company’s “restricted” common
stock (“initial award”) pursuant to the Company’s
2006 Long Term Incentive Plan (the “2006 Plan”). The
initial award shall vest in two equal installments on each of
January 2, 2009 and January 3, 2010. In addition, subject
to stockholder approval of an amendment to increase the number of
shares of the Company’s common stock available for issuance
under the 2006 Plan, the Consultant will receive under the 2006
Plan the following awards: (A) on the date of such stockholder
approval, (i) non-qualified stock options to purchase 6,666
shares of the Company’s common stock, which shall vest in two
equal installments on January 1, 2009 and January 1,
2010, respectively and (ii) an award of 1,334 shares of the
Company’s “restricted” common stock, which shall
vest in two equal installments on January 1, 2009 and
January 1, 2010, respectively, and (B) on the first
business day of 2009 (i) non-qualified stock options to
purchase 3,334 shares of the Company’s common stock, and
(ii) an award of 667 shares of “restricted” common
stock. The awards ref
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