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Termination And Consulting Agreement, Dated June 16, 2009

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Exhibit 10.1


This Termination and Consulting Agreement (" Agreement" ), dated as of June 16, 2009 (the " Effective Date" ), is by and between HealthTronics, Inc., a Georgia corporation (" HealthTronics" ), and Robert A. Yonke (" Yonke" ).


WHEREAS, Yonke has served as President of Urology Services of HealthTronics pursuant to the terms of an Employment Agreement, effective as of April 17, 2008 (as may have been amended, the " Employment Agreement" );

WHEREAS, on the date hereof (the " Termination Date" ), Yonke has been involuntarily terminated from all of his officer, director and employment positions with HealthTronics and its subsidiaries;

WHEREAS, HealthTronics and Yonke agree that it is in their mutual interests that the Employment Agreement and their employment relationship be terminated upon the terms and conditions provided in this Agreement (the " Termination" ); and

WHEREAS, HealthTronics desires to engage the service of Yonke as a consultant and Yonke desires to accept such engagement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Termination of Employment Agreement and Employment Relationship . HealthTronics and Yonke hereby terminate the Employment Agreement and agree that the other shall no longer be bound by, and is hereby released from, any and all of the terms, obligations and conditions contained in the Employment Agreement (except as provided in Section 6 hereof); provided, that Yonke shall be entitled to be paid, based on his current salary, his accrued and unpaid salary through the Termination Date in accordance with HealthTronics' regular payroll practices. Yonke is hereby involuntarily terminated effective as of the Termination Date from any and all director, manager, employment and officer positions, relations, and responsibilities that Yonke may hold or claim to hold with HealthTronics and any of HealthTronics' subsidiaries and/or affiliates (collectively, including HealthTronics, the " Affiliated Entities," and individually, an " Affiliated Entity" ). Yonke agrees that, except as set forth in the proviso in the first sentence of this Section 1 , Yonke irrevocably forfeits any rights to receive any future compensation for Yonke' s prior performance (including, without limitation, salary, incentive compensation, stock options and/or restricted stock awards) that Yonke may have been entitled to receive under the Employment Agreement.

2. Restricted Stock Awards . HealthTronics and Yonke acknowledge and agree that (a) Schedule 1 hereto sets forth the outstanding restricted stock awards of HealthTronics common stock owned by Yonke immediately following the execution of this Agreement (the " Restricted Stock" ) and (b) other than the Restricted Stock, Yonke forfeits any rights to any


other, and holds no, options, warrants, convertible securities, restricted stock awards, phantom or other rights to acquire HealthTronics common stock (other than Yonke' s right to receive consideration in HealthTronics common stock pursuant to Sections 1.3 and 1.4 of that certain Stock Purchase Agreement, by and among Advanced Medical Partners, Inc., HealthTronics, Inc., Litho Management, Inc., Yonke, and the other sellers party thereto (the " Purchase Agreement" )). HealthTronics and Yonke agree that the Restricted Stock shall continue in full force and effect under the terms of the HealthTronics 2004 Equity Incentive Plan and the Restricted Stock Award Agreements (as defined in Schedule 1 hereto), which such Restricted Stock Award Agreements shall be amended as follows: (a) Section 3(a) of each of the Restricted Stock Award Agreements is hereby amended by adding the following after the reference therein to " Grant Date" : " (provided, that Grantee' s entering into a consulting relationship with the Company immediately following any termination of such employment pursuant to the terms of that certain Termination and Consulting Agreement, dated as of June 16, 2009, by and between the Company and Grantee (the " Consulting Agreement" )) shall not be a voluntary termination by Grantee under this Section 3(a)" .

(b) Section 3(b) of each of the Restricted Stock Award Agreements is hereby amended by adding the following after the reference therein to " (or any Parent or Subsidiary)" : " or continues to have a consulting relationship with the Company pursuant to a written consulting agreement. The termination of any Consulting Services Period under a written consulting agreement does not terminate the consulting relationship between Grantee and the Company" .

(c) Section 3 of each of the Restricted Stock Award Agreements is hereby amended by adding the following after the last sentence thereof:

" To the extent the restrictions described in Section 2 of this Agreement have not lapsed with respect to any Restricted Stock on or before July 16, 2010, such Restricted Stock shall be forfeited by the Grantee and all of the Grantee' s rights with respect to such stock shall terminate on such date."

(d) Section 6 of each of the Restricted Stock Award Agreements is hereby amended by adding the following after the reference therein to " employment" : " or consulting relationship, or the Consulting Agreement," . 3. Continuation of Benefits . To the extent Yonke elects continuation coverage under the HealthTronics' medical plan as required to be provided under the Consolidated Omnibus Budget Reconciliation Act (" COBRA" ), HealthTronics shall reimburse Yonke for expenditures made by Yonke to continue such medical coverage at the same level of coverage as he elected while an employee of the Company under such plan as of the Effective Date; provided, that (x) Yonke shall provide HealthTronics documentation reasonably acceptable to HealthTronics to evidence such expenditures, and (y) HealthTronics' obligation to reimburse for such expenditures shall terminate upon the sooner to occur of (i) the expiration of the period of


coverage under the HealthTronics' medical plan as provided under COBRA, and (ii) July 16, 2010. In no event shall HealthTronics be responsible for making payments directly to the provider for the HealthTronics' medical plan with respect to COBRA coverage. HealthTronics shall make all such reimbursements to Yonke promptly following Yonke' s presentation of documentation meeting the above requirements to HealthTronics evidencing such expenditures. " Promptly" shall mean within ten (10) business days. To the extent the benefits provided under this Section 3 are otherwise taxable to Yonke, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (and the regulations and other guidance issued thereunder) (" Section 409A" ) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

4. Consulting Services . From the date hereof until July 16, 2010 (such date, the " Consulting End Date" , and such period, the " Consulting Services Period" ), Yonke shall render consulting services (the " Services" ) to the Affiliated Entities as may reasonably be requested by HealthTronics from time to time, including but not limited to assisting HealthTronics in managing and evaluating operating performance of the Urology Services division, assisting HealthTronics in evaluating strategic opportunities, and assisting HealthTronics in integrating acquisitions of other companies, businesses or assets. If there is a request for Services in addition to those described above, whether such additional Services are reasonable shall be jointly determined by Yonke and the Chief Executive Officer of HealthTronics. Yonke shall not be required to work more than 40 hours a week in performing Services, and, notwithstanding anything to the contrary in this Agreement, the parties intend that the average level of bona fide services to be provided by Yonke during the Consulting Services Period shall be equal to or less than 20% of the average level of the bona fide services provided by Yonke during the 36-month period immediately preceding the Effective Date. Yonke shall not incur any travel or other expenses in performing the Services unless approved in advance by the Chief Executive Officer of HealthTronics. Yonke may engage in other services, employment or occupation during the Consulting Services Period as long as such services, employment or occupation are not contrary to the provisions of this Agreement and do not materially interfere with his duties and obligations hereunder. Yonke shall comply with all applicable laws in providing Services and shall provide such Services in accordance with industry standards. HealthTronics may terminate the consulting relationship at any time upon written notice to Yonke, and in such event (either such termination or the provision of such notice) the Consulting Services Period shall expire. HealthTronics shall make all reimbursements to Yonke for business expenses that are pre-approved as set forth herein promptly following Yonke' s presentation of documentation to HealthTronics, which such documentation must be reasonably acceptable to HealthTronics, evidencing such expenditures. The amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and the right to reimbursement under this Agreement is not subject to liquidation or exchange for another benefit.

5. Paym
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