CHD MERIDIAN HEALTHCARE,
LLC
40 Burton Hills Boulevard,
#200
Nashville, TN
37215
August 19,
2005
E. Stuart
Clark
Re:
Termination of
Employment
Dear
Stuart:
Upon your
acceptance of this letter, please allow it to serve as a binding
agreement (the “Agreement” ) between
you, on the one hand, and CHD Meridian Healthcare, LLC and its
subsidiary and affiliated companies (collectively,
“CHD Meridian” ), on the other hand,
with respect to the termination of your employment with CHD
Meridian and the other issues addressed in this
Agreement.
1.
Termination; Transition;
Severance.
(a)
Termination.
Your employment at CHD Meridian
under the terms of the Employment Agreement dated January 1, 2000,
as amended on January 26, 2005 (collectively, the
“Employment Agreement” ), which is
attached to this Agreement as Exhibit A , will
terminate on the earlier of: (1) September 30, 2005; and (2) the
date specified in a written notice from CHD Meridian indicating
that your employment is terminating, which date will be at least
one week after the date you receive the notice. The date on which
your employment terminates is referred to as the
“Termination Date.”
(b)
Transition.
Through the Termination Date, you
will continue to conduct the duties commensurate with your position
and such other duties as may be assigned to you by the Chief
Executive Officer of CHD Meridian in the Chief Executive
Officer’s reasonable discretion. Following the Termination
Date and during the Severance Period (as defined below), you will
make yourself available to answer questions concerning your duties
while employed by CHD Meridian.
(c)
Severance.
(1)
Subject to Section 1(c)(3), you
will be entitled to a severance allowance equal to $92,500 payable
over six months (the “Severance
Period” ) not inclusive of any accrued and unused
Paid Time Off available to you under CHD Meridian’s policies
on the Termination Date, less deductions for federal and/or state
income tax withholding, FICA, and any other deductions from wages
required by law or regulation. The Severance Period will begin the
day following the Termination Date. The severance allowance will be
paid in 13 equal installments in approximately the same intervals
and with approximately the same frequency as CHD Meridian’s
normal pay periods. The first such installment will be payable on
CHD Meridian’s regular payday next following the Termination
Date.
Page 1 of 4
(2)
Subject to Section 1(c)(3) and
provided you exercise your COBRA continuation rights under CHD
Meridian’s group health insurance plan in which you
participate on the Termination Date, CHD Meridian will provide to
you COBRA continuation coverage during the Severance Period at no
cost to you. The payment of any COBRA continuation premiums
following the expiration or termination of the Severance Period is
your sole responsibility, without any further notice from CHD
Meridian.
(3)
To the extent that you secure new
employment before the expiration of the Severance Period, CHD
Meridian will discontinue and retain thereafter any payment not yet
paid under this Section 1(c).
2.
General
Releases. Prior to
the Termination Date, you will execute a General Release in favor
of CHD Meridian in the form of Exhibit B attached
to this Agreement, and CHD Meridian will execute a General Release
in favor of you in the form of Exhibit C attached
to this Agreement.
3.
No Further Benefits or
Obligations. As of
the date hereof, you will be entitled to receive from CHD Meridian
only the benefits set forth and incorporated by reference in this
Agreement. Except as set forth or incorporated by reference in this
Agreement, neither you nor CHD Meridian will have any further
obligations to the other.
4.
Indemnification. Following the Termination Date, as a former
officer of CHD Meridian you are entitled to indemnification as
provided by I-trax, Inc.’s Certificate of Incorporation and
Bylaws, as amended from time to time.
5.
Conditions of
Benefits. CHD
Meridian will
