EXHIBIT 10.30
SUBURBAN OSTOMY SUPPLY CO., INC.
January 22, 1996
Michael J. Quinn
c/o St. Louis Ostomy Distributors, Inc.
2701 Clark Avenue
St. Louis, MO 63103
Dear Mike:
This letter will confirm our understandings with respect to your ongoing
role with St. Louis Ostomy Distributors, Inc. ("St. Louis") following its
acquisition (the "Acquisition") by Suburban Ostomy Supply Co., Inc.
("Suburban").
As we have made clear, we are eager that you continue your employment with
St. Louis following the acquisition by Suburban. You will be asked to assist
with transitional matters, sales activity and ongoing operations. As you are
aware, we have not yet made a decision with respect to the St. Louis facility,
and accordingly your continued employment by St. Louis will continue for such
time as you and Suburban may mutually agree, and shall be terminable at-will by
either St. Louis or Michael J. Quinn.
During the period that you continue as an employee of St. Louis, you will
be paid a base salary at the annualized rate of $100,000 per year, which base
salary shall terminate upon termination of employment for any reason. You will
also be entitled to receive such employee benefits as are made available
generally to senior employees of St. Louis following the acquisition by
Suburban. In addition, you will be eligible to earn a bonus of up to $60,000 for
your efforts relating to the key accounts set forth below. In each case, you
will be entitled to receive a bonus based on the level of sales to the Key
Accounts identified below for the Measuring Periods. Only those sales by St.
Louis shall be included, except in the case of American Home Patient where there
shall also be included sales of Suburban.
In each case, you shall be entitled to earn a pro rata bonus of between 80%
---- -----
and 100% of the amount indicated under the heading entitled "Maximum Payout", if
and to the extent
Suburban Ostomy Supply Co., Inc.
January 22, 1996
Page 2
that in excess of 80% of the Applicable Sales Goal has been achieved. For
example, if 90% of the Sales Goal for American Home Patient (or $2,700,000) is
achieved for the period ending December 31, 1996, you will be entitled to a
bonus of $22,500 (90% of the Maximum Payout of $25,000). In no event will your
bonus with respect to sales to a particular key account exceed the specified
Maximum Payout.
If your employment by St. Louis terminates prior to the end of a Measuring
Period, then your entitlement to a bonus will be based on annualized sales to a
Key Account during the period from the date of the Acquisition through the date
of termination of employment. For example, if you were employed for six months
after the Acquisition, and sales by St. Louis to Primedica during that period
totaled $400,000, then for the purpose of determining whether you were entitled
to a bonus with respect to sales to Primedica it would be assumed that sales to
Primedica for the period ending July 31, 1996 totaled $800,000.
Any bonus payable to you with respect to this program shall be based upon
amounts actually collected from the Key Accounts, and will be made to you within
30 days following expiration of the applicable Measuring Period.
MEASURING
PERIOD MAXIMUM
KEY ACCOUNT SALES GOAL ENDING PAYOUT
----------- ---------- --------- -------
American Home Patient $3,000,00 12/31/96 $25,000
MEASURING
PERIOD MAXIMUM
KEY ACCOUNT SALES GOAL ENDING PAYOUT
----------- ---------- --------- ------
Pharmacy Corp. of
America (Indianapolis
Branch) $650,000 7/31/96 $15,000
Primedica $400,000 7/31/96 $5,000
Manor Care $350,000 7/31/96 $10,000
Tandem Medical $200,000 7/31/96 $5,000
Suburban Ostomy Supply Co., Inc.
January 22, 1996
Page 3
Mike, we believe that this letter sets forth an appropriate basis for
continuation of your employment by St. Louis, and we look forward to working
with you. If this letter accurately sets forth our understandings, would you
please signify by signing and returning the enclosed copy of this letter.
SUBURBAN OSTOMY SUPPLY, INC.
BY: /s/ Herbert P. Gray
------------------------------
Herbert P. Gray, Chairman
ACCEPTED AND AGREED THIS
22ND DAY OF JANUARY, 1996
/s/ Michael J. Quinn
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Michael J. Quinn