1
NOVACARE
EMPLOYEE SERVICES
HELPING MAKE LIFE A LITTLE BETTER.
THOMAS D. SCHUBERT
Senior Vice President and Chief Financial Officer
PERSONAL AND CONFIDENTIAL
April 21, 1999
Mr. Loren J. Hulber
Fieldstone Farm
7250 Saint Peter's Road
Macungie, PA 18062
Dear Loren:
I am pleased to offer you the following transaction-related special incentive
compensation opportunity in conjunction with the sale of NCES. The purpose of
this incentive opportunity is to provide you with a significant incentive to
maximize shareholder value by facilitating the transaction process, cooperating
in due diligence, providing stability during the transaction period, and
focusing on the successful completion of the transaction. This incentive
opportunity is meant to recognize you for developing shareholder value.
The incentive opportunity provides a lump sum payout based upon the final
transaction price per share of NCES common stock.
TARGET TRANSACTION PRICE PER SHARE PAYOUT
- ---------------------------------- ------
Transaction Completion 100% of Base Salary
$3.25 100% of Base Salary
$3.26 to 3.85 125% of Base Salary
$3.86 to 4.45 150% of Base Salary
$4.45 to 4.99 175% of Base Salary
$5.00 200% of Base Salary
Greater Than $5.00 Pro rata participation
(based on relative salary
levels) with team members in
1% of the incremental value
over $5.00 per share
NOVACARE EMPLOYEE SERVICES, INC.
2621 Van Buren Avenue Norristown, PA 19403 610 650 4810 Fax 610 650 4705
2
Mr. Loren J. Hulber
April 21, 1999
This incentive opportunity is contingent upon your best efforts to reach an
employment agreement with our acquirer that has a minimum employment term of two
years. An additional condition is that total confidentiality must be maintained
regarding this agreement, and no disclosure can be made of it. Incentive payment
will be made within ten (10) business days after the transaction closing.
Loren, thanks for the many contributions you have made toward NovaCare Employee
Services developing into the premier professional employer organization. I look
forward to our continued success as we pursue a new chapter in our growth.
Please indicate your acceptance of this agreement by signing and returning one
of the two copies to me.
Sincerely,
Thomas D. Shubert
Senior Vice President & Chief Financial Officer
This Agreement has been approved by the Compensation Committee of the Board of
Directors:
/s/ John H. Foster 4/21/99
- -------------------------------------------- ------------------
John H. Foster Date
Chairman of the Compensation Committee
Acceptance of this Agreement:
/s/ Loren J. Hulber 4/21/99
- -------------------------------------------- ------------------
Loren J. Hulber Date