EXHIBIT
10.21
EMPLOYMENT
AGREEMENT
AGREEMENT made as of the 27th day of
March, 2009, by and between John M. Hill, an individual residing in
St. Petersburg, Florida (hereinafter referred to as
“Executive”) and Comprehensive Care Corporation, a
Delaware corporation with its principle office located at 3405 West
Martin Luther King, Jr. Blvd., Suite 101, Tampa, FL, 33607
(hereinafter called the “Company”).
W I T N E S S E T
H
WHEREAS, the Company desires to
retain the services of Executive to render his/her services to
Company on the terms and conditions hereinafter set forth;
and
WHEREAS, Executive is agreeable to
rendering such services to the Company on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained, the parties
hereto, intending to be legally bound, hereby agree as
follows:
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1.
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Employment
Term, Duties and Acceptance
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(a) Company hereby retains Executive
as Company’s Chief Executive Officer for a period of three
(3) years, commencing on January 1, 2009 (the
“Employment Period”), subject to earlier termination as
hereinafter provided, to render his/her services to Company upon
the terms and conditions herein contained, in such executive
capacity. In such executive capacity, Executive shall report and be
responsible to the Company’s Board of Directors.
Notwithstanding the foregoing and notwithstanding the fact that
Executive’s employment shall commence immediately, the
three-year term of Executive’s employment shall be calculated
from the time Executive is paid his/her full compensation on a
regular basis as set forth in paragraph 2 below.
(b) Executive hereby accepts the
foregoing employment and agrees to render his/her services to the
Company on a full-time basis in such a manner as directed by the
Company’s Board of Directors as to reflect Executive’s
best efforts to the end that the Company’s operations are
properly managed. In furtherance of Executive performing the duties
assigned to him/her under this Agreement, the Company agrees to
provide Executive with a support staff reasonably required by
Executive so as to enable him/her to carry out such
duties.
(a) During the first year of the
term of this Agreement, Executive shall receive compensation of
$390,000 per year. This compensation may, at the election of the
Company, be accrued, in whole or in part, until such time as the
Company receives financing and/or generates sufficient revenues
with which to pay the Company’s executives their stated
compensation after the payment by the Company of its operating
expenses, but no longer than the end of each tax year.
Executive’s compensation shall be payable in accordance with
the general payroll practices of the Company as are from time to
time, in effect, less such deductions or amounts as shall be
required to be withheld by applicable law or regulation. On an
annual (fiscal or calendar year, as the case may be) basis, the
Board of Directors shall review the services provided by Executive
to determine the amount that Executive’s salary shall be
increased for the forthcoming yearly period. Such increase shall be
no less than an amount equal to the percentage increase in the
Consumer Price Index or such other similar index reflective of the
cost of living increase in the metropolitan area of
Executive’s place of residence from the beginning of the
yearly period to the end of the yearly period with respect to the
Consumer Price Index applicable to the said metropolitan area,
times Executive’s base compensation in effect during the said
yearly period. The sum resulting by way of this increase to the
Executive’s base compensation shall, for the then immediately
succeeding period be considered the Executive’s base
compensation. The Board of Directors shall also determine on an
annual (fiscal or calendar year, as the case may be) basis, the
amount, if any, of bonus or incentives to be paid to Executive.
Provided, however, that Executive shall receive a special bonus
(“special bonus”) in an amount equal to one
(1) percent of the Company’s pre-tax profits from the
preceding year (as determined by the application of generally
accepted accounting principles), up to the first one-million
dollars of such profits; plus an additional sum equal to two, and
(2) percent of the Company’s pre-tax profits for all
sums over one-million dollars. The special bonus shall be paid
within thirty (30) days following determination thereof, which
determination shall be made as soon as practicable.
(b) Executive shall be entitled to
reasonable paid vacation time, sick leave and time to attend
professional meetings comparable to that offered the executives in
comparable positions.
(c) Executive shall be entitled
(subject to the terms and conditions of particular plans and
programs) to all fringe benefits afforded to other senior
executives of the Company, including, but not by way of limitation,
bonuses and the right to participate in any pension, stock option,
retirement and, unless otherwise covered by a group policy (as
opposed to an individual policy owned and paid for by Executive
and/or his wife and/or a company of which either of them own 100%
of stock), major medical, group health,
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disability, relocation reimbursement, and other
employee benefit programs made generally available, from time to
time, by the Company. The Company also agrees to obtain and pay the
premiums for life, travel and accident insurance (with a double
indemnity provision).
(d) Company shall pay or reimburse
Executive for reasonable expenses incurred in the performance of
his services under this Agreement during the Employment Period,
upon presentation of expense statements, vouchers or such other
supporting documentation as may reasonably be required.
(a) Upon the disability, as defined
in subparagraph 3(b) hereof, of Executive during the Employment
Period, Company may, in its sole discretion, terminate
Executive’s employment; provided that if the Company elects
to so terminate Executive’s employment, Executive shall be
entitled to receive, accrued but unpaid salary, expense
reimbursement and bonuses, the proceeds of any disability insurance
policy plus an amount from the Company monthly which, when added to
the amount received by the Executive from any disability policy in
effect for the Executive at the time of his disability will equal
the Executive’s salary for a twelve-month period following
the date of termination, as if the termination had not occurred.
Such termination shall have no effect on the Company’s
obligation to pay the special bonus referred to hereinbefore.
Provided, however, in the event Executive partially perform and
discharge the duties previously performed by him/her for Company,
nothing herein shall prevent the Executive from continuing his/her
duties in a part-time capacity, at a level of Compensation to be
determined at that time.
(b) For purposes of this Agreement
the term “disability” shall mean Executive’s
inability to continue to materially and substantially perform and
discharge the duties previously required of him/her on behalf of
the Company for an aggregate period exceeding three
(3) consecutive months within any twelve (12) month
consecutive period.
(c) In the event