EXHIBIT 10.16
ELLIOT A. SAINER
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT, dated as of November 17, 2006, made and entered
into by and between Aspen Education Group, Inc., a California
corporation (the “Company”) and Elliot A Sainer (the
“Executive”), a resident of the state of California,
shall constitute the first amendment of the agreement between the
Company and the Executive dated February 1, 2004, concerning
the terms of the Executive’s employment with the Company (the
“Employment Agreement”). All capitalized terms in this
Amendment shall have the meaning ascribed to them in the Employment
Agreement, unless otherwise expressly provided herein.
WHEREAS, the Company and the
Executive desire to amend the Employment Agreement in connection
with the acquisition of the Company by CRC Health Corporation
(“CRC”) pursuant the Agreement and Plan of Merger (the
“Agreement”) by and among Aspen Education Group, Inc.,
a California corporation (“Aspen”), Madrid Merger
Corporation, a California corporation, and other parties dated
September 22, 2006 (the “CRC Merger”).
WHEREAS, upon consummation of the
Change of Control, the Executive desires to serve as President of
the Company, a division of CRC, upon the terms and conditions set
forth in the Employment Agreement, as amended hereto.
WHEREAS, the Company desires to
continue to employ the Executive upon the terms and conditions
specified in the Employment Agreement, as amended
hereto.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Executive and the Company agree as
follows:
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1.
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Section 1
of the Employment Agreement is hereby amended and restated as
follows:
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“ Employment . The
Company, a division of CRC, hereby agrees to employ the Executive
and the Executive agrees to accept such employment upon the terms
and conditions herein set forth.”
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2.
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Section 3(a) of the Employment Agreement is
hereby amended and restated as follows:
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“(a) Position. The Executive
hereby agrees to serve as the President of the Company, a division
of CRC. The Executive shall devote his best efforts and his full
business time and attention to the performance of services to the
Company in accordance with the terms hereof and as may be requested
by the Chief Executive Officer of CRC (the “CEO”). The
Executive shall report to the CEO. Conditioned upon the continued
consent of the shareholders of CRC, the Executive hereby consents
to serve as a director of each of CRC and its parent corporation,
CRC Health Group, Inc., and to devote such time and effort as shall
be reasonably necessary to discharge in good faith his duties as a
member of the Board of Directors of CRC and CRC Health Group,
Inc.”
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3.
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Section 3(c) of the Employment Agreement is
hereby amended and restated as follows:
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“(c) Other Activities. During
the Employment Period the Executive shall not engage in any other
business or professional activities, either on a full-time or
part-time basis, as an employee, consultant or in any other
capacity, whether or not he receives any compensation therefor,
without the prior written consent of the CEO; provided, however,
that nothing herein shall prevent the Executive from making and
managing personal investments consistent with Section 10 of
this Agreement or engaging in community and/or charitable
activities, so long as such activities, either singly or in the
aggregate, do not interfere with the proper performance of his
duties and responsibilities to the Company.”
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4.
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Section 4(a) of the Employment Agreement is
hereby amended and restated as follows:
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“(a) Compensation . In
consideration for the performance of his duties hereunder, during
the Employment Period the Executive shall be entitled to receive a
salary of $300,000 per annum (the “Annual Salary”),
which Annual Salary shall be subject to annual review by the CEO
and may be increased (but not decreased) from time to time by the
CEO in the sole discretion of the CEO. All amounts payable to the
Executive under this Section 4(a) shall be paid in accordance
with the Company’s regular payroll practices (e.g., timing
o
