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Resignation Agreement

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THIS RESIGNATION AGREEMENT (the "Agreement") is made as of the 10th day of April, 1997, by and between CareMatrix Corporation, a Delaware corporation (the "Company"), and Kenneth M. Miles ("Miles").


WHEREAS, Miles is currently employed by the Company;

WHEREAS, Miles' employment by the Company is evidenced by an Amended and Restated Employment Agreement, dated as of October 4, 1996 (the "Employment Agreement"); and

WHEREAS, Miles desires to terminate the Employment Agreement and resign from the Company to pursue other opportunities, effective as of April 1, 1997 (the "Resignation Date").

NOW THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, including the promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference.

2. Resignation.

(a) Miles hereby resigns from the Company, such resignation to be effective at 11:59 p.m. on the Resignation Date. Miles agrees to promptly execute all documentation that the Company may reasonably request to confirm such resignation. All reimbursable expenses of Miles incurred on behalf of the Company prior to the Resignation Date shall be reimbursed to Miles subject to the existing corporate policies regarding such reimbursement, together with any accrued and unused vacation days.

(b) Any and all press releases, announcements or other communications concerning or mentioning the resignation of Miles from the Company shall be subject to the prior approval of Miles, other than statements, announcements or other communications in the ordinary course; provided, however, that if Miles makes any statements concerning the reasons for or terms of his resignation from the Company that result in adverse publicity for any related entity, then the Company shall have the right to make any responses deemed necessary to protect its interest.

(c) Neither the Company nor Miles will make any statements nor take any action to disparage the other, including any executive officer of the Company or member of the Board of Directors of the Company (the "Board"), at anytime whatsoever.

(d) The Company shall not contest any claim that Miles may make for unemployment compensation.

3. Severance Payment. On the Resignation Date, the Company shall pay to Miles a lump sum severance payment equal to one (1) year of Miles' base salary, at his current salary rate of One Hundred Twenty-Five Thousand Dollars ($ 125,000) per annum, less State, Federal, Social Security and Medicare withholdings and Insurance Contributions (as defined below) (the "Severance Payment"). In addition, the Company shall pay to Miles a lump sum payment equal to Miles' current car allowance for one (1) year, which in the aggregate equals Six Thousand Dollars ($ 6,000).

4. Stock Options. As of the date of this Agreement, Miles currently has unexercised stock options for 60,900 shares of the Company's common stock (the "Options"). The Company represents and warrants that all of Miles' Options are vested and the resale of such Options are registered under the Securities Act of 1933, as amended. The Company shall cause the exercise period with respect to such Options to be extended such that the Options shall be exercisable at any time on or before October 31, 1998.

5. Benefits.

(a) Savings Plan. Subject to the terms of the applicable plans and Federal and State laws and regulations, Miles shall have the right to receive a return of all vested contributions of the Company (if any), to the 401(k) plan maintained by the Company. The Company agrees to process promptly any requests by Miles to roll over Miles' 401(k) savings account to a new account.

(b) Insurance Coverage. Commencing on the Resignation Date and continuing until the earlier of (i) Miles' accepting new employment providing healthcare coverage for Miles and his immediate family or (ii) March 31, 1998, the Company will continue to provide Miles all medical, dental, long term disability and term life insurance benefits in effect as of the Resignation Date. Miles' employee contribution to the medical, dental, disability and life insurance plans (collectively, the "Insurance Contributions") through March 31, 1998, shall be deducted from the Severance Payment as set forth in Section 3 of this Agreement. In the event Miles desires to terminate any of the insurance benefits for which Miles has already paid the Company, Miles shall provide the Company with written notice indicating when he desires the benefits to terminate (the "Notice") and the Company shall reimburse Miles for the period of time when Miles will not be covered by insurance, but for which Miles has already paid, as described in the Notice. From and after the termination of Miles' healthcare coverage with the Company, Miles will be entitled to continuation of such health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA), unless Miles shall have accepted new employment by the end of the applicable period of time for which such benefits are available under COBRA, in which event Miles shall look to his new employer for healthcare benefits.

6. References. The Company agrees to respond to any oral or written employment inquiries from any person regarding Miles' status, position and/or employment relationship or employment history with the Company in a positive manner and will, if asked, confirm Miles' dates of employment, his positi
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