SEVERANCE AND CONSULTING
AGREEMENT
THIS SEVERANCE
AND CONSULTING AGREEMENT (the “Agreement”) entered into
as of this 30 th day of December, 2005, between SFBC
International, Inc., a Delaware corporation (the
“Company”) and Lisa Krinsky, M.D.
(“Krinsky”).
WHEREAS, Krinsky
has held various positions as an executive officer and member of
the Board of Directors of the Company and/or its subsidiaries
pursuant to an Employment Agreement dated May 20, 2005 (the
“Employment Agreement”); and
WHEREAS, the
Company and Krinsky have agreed to terminate her existing
relationship with the Company and its subsidiaries in a mutually
acceptable manner.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants set forth in
this Agreement, and intending to be legally bound, the Company and
Krinsky agree as follows:
|
|
1.
|
|
Termination and
Resignation .
The Employment Agreement is terminated effective immediately.
Krinsky hereby resigns from all positions as an officer and/or
director of the Company and/or its subsidiaries and as manager of
any SFBC LLC’s effective immediately.
|
|
|
|
|
|
|
|
2.
|
|
Term of Agreement
.
|
|
|
(a)
|
|
Term . This Agreement shall commence on
December 31, 2005 and continue for a period of twenty-four
(24) months (the “Term”).
|
|
|
|
|
|
|
|
(b)
|
|
Continuing Effect
. Notwithstanding any
termination of this Agreement or the Employment Agreement, at the
end of the Term or otherwise, the provisions of Sections 7 and
8 shall remain in full force and effect and the provisions of
Section 8 shall be binding upon the legal representatives,
successors and assigns of the Executive.
|
|
|
3.
|
|
Payment and Benefits
.
|
|
|
(a)
|
|
Cash Payment . Krinsky shall receive payment
aggregating one million eight hundred thousand dollars
($1,800,000). Payment shall be made to Krinsky as follows: one half
of the above amount shall be paid to Krinsky within three
(3) to five (5) days from the execution of this Agreement
and, at the same time, the remaining half will be deposited in the
Trust Account of Tew Cardenas LLP for disbursement to Krinsky six
(6) months from the date of this Agreement.
|
|
|
(b)
|
|
Waiver of Additional
Compensation . Krinsky hereby waives any claim to
additional compensation of any kind under the Employment Agreement
or otherwise including, without limitation, any unvested options,
restricted stock units and bonus.
|
|
|
|
|
|
|
|
(c)
|
|
Benefits . Krinsky’s health insurance
coverage shall be continued at the Company’s expense for a
period of twelve (12) months after the date of this
Agreement.
|
|
|
4.
|
|
Consultation . Krinsky shall be available to
consult with the Company from time to time during the Term of this
Agreement as may reasonably be requested by the CEO and/or Chairman
of the Company.
|
|
|
|
|
|
|
|
5.
|
|
Cooperation . Krinsky shall, during the Term of
this Agreement, make herself available to cooperate with the
Company and its attorneys to prepare for and attend interviews
and/or hearings and/or to give testimony in any investigations,
lawsuits or other proceedings involving the Company in matters that
currently exist or which may arise.
|
|
|
|
|
|
|
|
6.
|
|
Stock Sales . Krinsky agrees that she will abide
by the restrictions that apply to an insider under SEC
Rule 144 in any sale of Company stock.
|
|
|
|
|
|
|
|
7.
|
|
Non-Competition Agreement
.
|
|
|
(a)
|
|
Competition with the
Company . For
a period of twenty-four (24) months commencing on the date of
this Agreement, Krinsky (individually or in association with, or as
a stockholder, director, officer, consultant, employee, partner,
joint venturer, member, or otherwise, of or through any person,
firm, corporation, partnership, association or other entity) shall
not, directly or indirectly, compete with the Company (which for
the purpose of this Agreement also includes any of its affiliates)
by acting as an officer (or comparable position) of, owning an
interest in, or providing services to any entity within any
metropolitan area in the United States or other country in which
the Company was actually engaged in business as of the time of
termination of employment or during the Term of this Agreement or
where the Company reasonably expected to engage in business within
three (3) months of the date of termination of employment or
the end of the Term of this Agreement. For purposes of this
Agreement, the term “compete with the Company” shall
refer to any business activity in which the Company was engaged
during the Term of this Agreement, provided , however
, the foregoing shall not prevent Krinsky from (i) accepting
employment with an enterprise engaged in two or more lines of
business, one of which is the same or similar to the
Company’s business (the “Prohibited Business”),
if Krinsky’s employment is totally unrelated to the
Prohibited Business, (ii) competing in a country where as of
the time of the alleged violation the Company has
|
2
|
|
|
|
ceased engaging in business, or
(iii) competing in a line of business which as of the time of
the alleged violation the Company has either ceased engaging in or
publicly announced or disclosed that it intends to cease engaging
in; provided , further , the foregoing shall not
prohibit Krinsky from owning up to 5% of the securities of any
publicly-traded enterprise provided Krinsky is not a director,
officer, consultant, employee, partner, joint venturer, manager,
member of, or to such enterprise, or otherwise compensated for
services rendered thereby.
|
|
|
(b)
|
|
Solicitation of Clients
. During the periods in
which the provisions of Section 7(a) shall be in effect, Krinsky,
directly or indirectly, will not seek nor accept Prohibited
Business from any Client (as defined below) on behalf of any
enterprise or business other than the Company, refer Prohibited
Business from any Client to any enterprise or business other than
the Company or receive commissions based on sales or otherwise
relating to the Prohibited Business from any Client, or any
enterprise or business other than the Company. For purposes of this
Agreement, the term “Client” means any person, firm,
corporation, partnership, association or other entity to which the
Company or any of its affiliates sold or provided goods or services
during the 24-month period prior to the time at which any
determination is required to be made as to whether any such person,
firm, corporation, partnership, association or other entity is a
Client, or who or which was approached by or who or which has
approached an employee of the Company for the purpose of soliciting
business from the Company or the third party, as the case may
be.
|
|
|
|
|
|
|
|
(c)
|
|
No Payment . Krinsky acknowledges and agrees
that no separate or additional payment will be required to be made
to her in consideration of her undertakings in this Section 7,
and confirms she has received adequate consideration for such
undertakings.
|
|
|
8.
|
|
Non-Disclosure of Confidential
Information .
|
|
|
(a)
|
|
Confidential Information
. Confidential
Information includes, but is not limited to, trade secrets,
processes, policies, procedures, techniques, designs, drawings,
know-how, show-how, technical information, specifications, computer
software and source code, information and data relating to the
development, research, testing, costs, marketing, and uses of the
Services (as defined herein), the Company’s budgets and
strategic plans, and the identity and special needs of Clients,
vendors, and suppliers, subjects and databases, data, and all
technology relating to the Company’s businesses, systems,
methods of operation, and Client lists, Client information,
solicitation leads, marketing and advertising materials, methods
and manuals and forms, all of which pertain to the activities or
operations of the Company, the names, home addresses and all
telephone numbers and e-mail addresses of the Company’s
directors, employees,
|
3
|
|
|
|
officers, executives, former
executives, Clients and former Clients. In addition, Confidential
Information also includes Clients and the identity of and telephone
numbers, e-mail addresses and other addresses of executives or
agents of Clients who are the persons with whom the Company’s
executives, officers, employees, and agents communicate in the
ordinary course of business. Confidential Information also
includes, without limitation, Confidential Information received
from the Company’s subsidiaries and affiliates. For purposes
of this Agreement, the following will not constitute Confidential
Information (i) information which is or subsequently becomes
generally available to the public through no act or fault of
Krinsky, (ii) information set forth in the written records of
Krinsky prior to disclosure to Krinsky by or on behalf of Company
which information is given to the Company in writing as of or prior
to the date of this Agreement, and (i
|
|
