Exhibit 10.1
HEALTH FITNESS CORPORATION
AGREEMENT FOR SEPARATION FROM EMPLOYMENT
This Agreement for Separation from
Employment (“Agreement”) is entered into this 31st day
of January, 2008, between Jerry V. Noyce (“Noyce”) and
Health Fitness Corporation (“HFC” or
“Company”).
I. RECITALS
A. Noyce has been employed by
HFC as its Vice Chairman.
B. In connection with his
employment by HFC, Noyce executed an Employment Agreement dated
November 30, 2000,as amended from time to time (the
“Employment Agreement”).
C. Also in connection with his
employment by HFC, Noyce executed (i) a Restricted Stock
Agreement dated June 1, 2007 (the “Restricted Stock
Agreement”) granted to Noyce pursuant to the Company’s
2007 Equity Incentive Plan (the “Plan”) and
(ii) numerous stock option agreements under which a total of
484,000 options to acquire common stock of HFC remain outstanding
and unexercised as of the date hereof (the “Option
Agreements”).
D. Noyce and the Company have
agreed that Noyce shall retire from his position as Vice Chairman
of the Company and the parties have agreed that Noyce’s
employment as Vice Chairman shall be deemed to have been terminated
effective January 31, 2008 (the “Termination
Date”).
II. AGREEMENTS
For the consideration described
below, the adequacy of which the parties acknowledge, the parties
agree as follows:
1. Retirement and
Termination of Employment. Noyce’s retirement from
the Company and his termination of employment as Vice-Chairman
shall be deemed to have been effective as of the close of business
on the Termination Date.
2. Severance
Payment. HFC will pay Noyce $275,000 within three
(3) business days following satisfaction of the conditions in
Section 8, which sum is equal to Noyce’s base salary for
2007. The parties acknowledge that such payment represents mutually
negotiated consideration for Noyce’s contributions to the
Company and for his continued support and consulting activities and
that Noyce would not have been entitled to such severance under the
Employment Agreement in the case of voluntary, as opposed to
mutually negotiated, retirement.
3. Vacation Pay.
Within ten (10) days after the effective date of the Release
(as defined in Section 5 herein), HFC shall pay to Noyce a
lump sum in the amount of $2,985.34 to compensate him for his
22.58 days of accrued but unused paid PTO time through
January 11, 2008, together with the sum of $132.21 per hour
for each additional hour of PTO time that accrues after
January 11, 2008, through the Effective Date.
4. Benefits After
Termination Date. Except as provided in this
Paragraph 4 and in Paragraph 7 below, Noyce’s
rights and benefits under any and all of the Company’s
employee benefits plans and policies shall be deemed to terminate
in their entirety after the Termination Date, including without
limitation any automobile expense allowances, club memberships and
similar perquisites.
(a) Noyce’s
rights pursuant to the Restricted Stock Agreement and Plan shall be
revised as set forth in Exhibit A hereto effective upon
satisfaction of the conditions in Section 8, with the intent
that (i) Noyce shall receive a fully vested allocation of the
appropriate number of shares of Restricted Stock for achievement of
the 2007 Performance Objectives (as defined in such Agreement) as
if he were still employed through December 31, 2009 (to the
extent that such fully vested allocations are made to other Plan
participants for achievement of such 2007 Performance Objectives),
which shares shall be distributed to Noyce upon determination of
the number of shares to which he is entitled after completion of
the 2007 audit and provided that the conditions in Section 8
herein have been satisfied.
(b) The
Company shall pay Noyce $15,000 under the 2007 Bonus Program
applicable to Noyce three (3) business days following
satisfaction of the conditions in Section 8.
5. Consulting
Agreement. Effective immediately following the Effective
Date of the Release, Noyce and HFC shall enter into a Consulting
Agreement in the form attached as Exhibit B hereto.
6. Release by
Noy
