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EXHIBIT 10.18
EXECUTION COPY
SEPARATION AGREEMENT
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JEFFREY R. STEINHILBER ("Employee") and NCS HEALTHCARE, INC., a
Delaware corporation ("Company"), in exchange for their mutual covenants and
obligations set forth herein, hereby agree as follows:
1. As of June 11, 1999 ("Date of Resignation"), Employee, through his
signature below, voluntarily resigns his employment with the Company. Employee
understands that his employment records will reflect the voluntary nature of the
cessation of his employment, and expressly acknowledges that he has not been
"discharged" or "terminated" by the Company, constructively or otherwise. The
Company hereby consents to and accepts Employee's resignation.
2. Employee and the Company hereby agree that execution and acceptance
of this Agreement by the parties hereto constitutes a termination of that
certain Employment Agreement, dated December 1, 1998, between Company and
Employee, a copy of which has been attached hereto as EXHIBIT A (the "Employment
Agreement") as of the Date of Resignation. Employee and the Company hereby
acknowledge and agree that, pursuant to the terms of the Employment Agreement
and notwithstanding anything to the contrary contained herein or otherwise, the
obligations of the parties thereto set forth in Section 3 of the Employment
Agreement shall survive the termination thereof and Employee, by his signature
hereto, reaffirms his obligations as set forth in Section 3 of the Employment
Agreement. The Employee Noncompetition Agreement, dated February 13, 1996, is
hereby terminated in its entirety without the survival of any provisions.
3. In connection herewith, Employee will continue until November 30,
2001, to receive his $220, 000 annual salary, less such deductions and
withholdings as are required by law, payable in accordance with Company's
standard payroll practices (the "Salary Continuation"). In addition, Employee
will continue to until November 30, 2001, to receive reimbursement for club dues
and assessments for Mayfield Country Club and a $129.99 cellular telephone
allowance in addition to the medical, 401(k) and other benefits provided by the
Company to its executives and employees generally. Finally, Employee will be
entitled to a $725 bonus and to retain the notebook computer, computer monitor,
key board, and palm pilot previously provided to him by the Company and the
magazine subscriptions paid for by the Company in Employee's name will be
transferred to Employee's home address until renewal at the cost and choice of
Employee. If Jon Outcalt and Kevin Shaw cease to own or otherwise control, in
the aggregate, at least fifty percent (50%) of the voting control of the Company
(as a result of a sale, exchange or other transfer or as a result of a merger,
consolidation, reorganization or other transaction), then the "Salary
Continuation" and an amount equal to the maximum 401(k) match that would
otherwise have been paid by the Company will be immediately due in one lump sum
calculated using an annual discount rate of 6%.
4. After November 30, 2001, to the extent permitted by law, Employee
shall be entitled to continuation of coverage under the Company's health/medical
insurance plan at his own expense pursuant to any rights he may have under the
Federal
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Consolidated Omnibus Budget Reconciliation Act, as amended ("COBRA"), part VI of
Subtitle B of Title I of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended and Internal Revenue Code ss. 4980(B)(f). Such
continuation shall be afforded up to the maximum period provided by law so long
as Employee submits payments for elected coverage and otherwise complies with
conditions of continuation on a timely basis.
5. (a) Except as otherwise provided in this Agreement, Employee does
hereby for himself and for his heirs, executors, successors and assigns, release
and forever discharge the Company, its current and past subsidiaries, divisions,
and affiliated businesses, if any, together with its and their officers,
directors, management, representatives, employees, shareholders, agents,
successors, assigns, attorneys and other persons affiliated with the Company,
both known and unknown (collectively, the "Releasees"), of and from any and all
claims, demands, actions or causes of action, damages, or suits at law or
equity, of whatsoever kind or nature arising in connection with Employee's
employment or cessation of employment with the Company that has occurred prior
to the Effective Date of this Agreement, including, but not limited to, all
claims or demands for back pay, reinstatement, hire or re-hire, front pay, group
insurance or employee benefits of whatsoever kind (except on rights expressly
provided for herein), claims for moneys or expenses, any claims for failing to
obtain employment at any other company or with any other person or employer, any
claims relating to the Option Agreements (as defined in Section 7 below) or the
termination thereof, or demands for attorney's fees and legal expenses that
Employee has or may have by reason of any matter or thing arising out of, or in
any way connected with, directly or indirectly, any act or omission in
connection with Employee's employment or cessation of employment by the Company
that has occurred prior to the Effective Date of this Agreement.
(b) Except as otherwise provided in this Agreement, the Company hereby
releases and forever discharges Employee of and from any and all claims,
demands, actions or causes of action, damages, or suits at law or equity, of
whatsoever kind or nature arising out of or relating to Employee's employment
with Company, or demands for attorney's fees and legal expenses that the Company
has or may have by reason of any matter or thing arising out of, or in any way
connected with, directly or indirectly, any act or omission in connection with
Employee's employment by the Company that has occurred prior to the Effective
Date of this Agreement; provided, however, nothing herein shall be construed to
release Employee from any fraudulent or illegal conduct.
6. Employee recognizes and understands that, by executing this
Agreement, he shall be releasing the Releasees above from any claims that he now
has, may have, or subsequently may have under the Age Discrimination in
Employment Act of 1967, 29 U.S.C. Sections 621, ET SEQ., as amended (the
"ADEA"), by reason of any matter or thing arising out of, or in any way
connected with, directly or indirectly, any acts or omissions which have
occurred prior to and including the Effective Date of this Agreement. In other
words, Employee will have none of the legal rights against the aforementioned
parties that he would otherwise have under the ADEA by his signing this
Agreement.
7. The Company and Employee are parties to (i) an Amended and Restated
Stock Option Agreement dated as of December 7, 1995 (actually with the Company's
predecessor, Aberdeen Group, Inc. for 2,570 Aberdeen shares at $285.33 per
share, converted at 46.092647189 to 1 into 118,458 NCS shares at $6.19 per share
of which 23,600 were previously
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exercised, leaving a balance of 94,858) (the "December Agreement"), (ii) an
Incentive Stock Option Participation Agreement dated as of February 13, 1996
(the "February Agreement"), and (iii) a Nonqualified Stock Option Participation
Agreement dated as of April 22, 1997 (the "April Agreement"). Collectively, the
foregoing are referred to as the "Option Agreements." The parties agree that all
unvested options have been forfeited but that notwithstanding anything to the
contrary in the Option Agreements, Employee shall be entitled to exercise vested
options under the Option Agreements as follows:
Option Price Last Date
Agreement Vested Options Per Share For Exercise
December Agreement 94,858 $ 6.19 December 28, 2004
February Agreement 13,524 $16.50 December 28, 2004
April Agreement 5,000 $25.00 December 28, 2004
The Company represents that the Human Resources Committee of the Board
of Directors has approved the extension of the exercise date of the Options
under the February and April Agreements to December 28, 2004. In addition the
provisions of the December Agreement relating to the "Share Purchase Agreement"
referred to therein are deemed deleted, the "Share Purchase Agreement" having
been terminated. Also Section 9 of the April Agreement shall be deemed to apply
to the December Agreement as well. The Company and Employee are also parties to
a Nonqualified Stock Option Participation Agreement dated October 23, 1998,
under which no options are vested and which is hereby terminated.
8. Employee and his heirs, executors, successors, assigns and
representatives shall hold the fact and terms of this Agreement in strict
confidence and shall not communicate, reveal, or disclose the terms of this
Agreement to any other persons except to Employee's immediate family, to legal
counsel, and to tax consultants, all of whom shall be instructed by Employee
similarly to hold the fact and terms of this Agreement in the strictest
confidence, and as required by law.
9. The Company hereby notifies Employee of his right to consult with
his chosen legal counsel before signing this Agreement. The Company shall
afford, and Employee acknowledges receiving, not less than twenty-one (21)
calendar days in which to consider this Agreement to insure that Employee's
execution of this Agreement is knowing and voluntary. In signing below, Employee
expressly acknowledges that he has had at least twenty-one (21) days to consider
this Agreement and that his execution of same is with full knowledge of the
consequences thereof and is of his own free will.
10. Employee warrants and represents that, prior to and including the
Effective Date of this Agreement, no claim, demand, cause of action, or
obligation which is subject to this Agreement has been assigned or transferred
to any other person or entity, and no other person or entity has or has had any
interest in said claims, demands, causes of action, or obligations, and that
Employee has the sole right to execute this Agreement.
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11. Both the Company and Employee agree and recognize that, for a
period of seven (7) calendar days following Employee's execution of this
Agreement, Employee may revoke this Agreement by providing written notice
revoking the same, within this seven (7) day period, to the Company at the
address set forth below. Such revocation of this Agreement by Employee will also
automatically revoke the acceptance of the offer set forth herein and Employee
will not be entitled to any amounts described herein.
Should Employee revoke this Agreement within this seven (7) day period,
Employee agrees immediately to return all moneys and other benefits that he has
received from the Company pursuant to this Agreement prior to the date of such
revocation.
12. All notices or other communications hereunder shall not be binding
on either party hereto unless in writing, and delivered to the other party
hereto at the following address:
If to the Company: NCS HEALTHCARE, INC.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
Attn: President
If to Employee: Jeffrey R. Steinhilber
300 Grey Fox Run
Bentleyville, Ohio 44022
Notices shall be deemed duly delivered upon hand delivery thereof at
the above addresses, one day after deposit with a nationally recognized
overnight delivery company or three days after deposit thereof in the United
States mails, postage prepaid, certified or registered mail. Either party may
change its address for notice by delivery of written notice thereof in the
manner provided.
13. This Agreement contains the entire agreement between the parties
hereto as to the subject matters addressed herein, and there are no
understandings between the parties other than those specifically and expressly
set forth in this Agreement. This Agreement shall not be amended or modified in
any manner except upon written agreement by the parties.
14. Employee acknowledges and agrees that his election to execute this
Agreement is entirely voluntary, and hereby acknowledges that he has not been
pressured, coerced, or otherwise unduly influenced by the Company to execute
this Agreement.
15. This Agreement shall be governed and interpreted pursuant to the
laws of the State of Ohio.
CAUTION TO EMPLOYEE: READ BEFORE SIGNING. THIS DOCUMENT CONTAINS A RELEASE OF
ALL CLAIMS AGAINST RELEASEES PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
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IN WITNESS WHEREOF, Employee and the Company agree as set forth above:
Date of Receipt of Agreement Signature of Employee
by Employee: Acknowledging Date of Receipt
September 7, 1999 /s/ Jeffrey R. Steinhilber
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Receipt Witnessed By:
/s/ Diane Steinhilber
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Date of Execution by Employee:
(The "Effective Date of this Agreed To and Accepted By:
Agreement" is the Eighth (8th) day
After this Date.)
September 8, 1999 /s/ Jeffrey R. Steinhilber
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Execution Witnessed By:
/s/ Diane Steinhilber
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Date of Execution by Company:
September 10, 1999
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NCS HEALTHCARE, INC.
By:/s/ Kevin B. Shaw
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Title: Chief Executive Officer
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Execution Witnessed By:
/s/ Nancy Macklin
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EXHIBIT A
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[See attached]
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EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT is entered into this 1st day of December,
1998, by and between NCS HEALTHCARE, INC., a Delaware corporation (the
"Company"), and JEFFREY R. STEINHILBER, an individual ("Executive").
In consideration of and in reliance upon the covenants, obligations and
agreements herein contained, the Company and Executive hereby agree as follows:
1. EMPLOYMENT. Subject to the terms of this Agreement, for a period of
three (3) years commencing on the date hereof (the "Employment Period"), the
Company hereby agrees to employ Executive as Chief Operating Officer of the
Company, and Executive hereby accepts such employment. As such, Executive shall
report directly to the Chief Executive Officer (the "CEO") of the Company and
perform such reasonable and appropriate duties for the Company as may be
assigned to him by the CEO, including responsibility for organizing the
distribution and consulting functions of the Company. Specifically, during the
Employment Period, Executive's responsibility will include (i) completion of the
hub-and-spoke distribution model for the Company, (ii) achievement of certain
specific payroll and other expense targets as determined from time to time, and
(iii) completion of the Company's conversion to the DX System. Throughout the
Employment Period, Executive shall devote his efforts diligently and faithfully
on a full-time basis to the business and welfare of the Company in accordance
with and in furtherance of the policies and directives of the Company.
2. COMPENSATION AND BENEFITS.
2.1 SALARY. The Company shall pay Executive a base salary during his
employment at the rate of Two Hundred Twenty Thousand Dollars ($220,000) per
year, less such deductions and withholdings as are required by law, payable in
accordance with the Company's standard payroll practices. Such annual base
salary shall be reviewed by the CEO of the Company at least annually during the
Employment Period or within such other period as is consistent with the
Company's compensation review program in existence from time to time. Increases
in Executive's annual base salary shall be made at the discretion of the
Company's Board of Directors upon the recommendation of the CEO. Base salary
shall not be reduced after any such increase.
2.2 BONUS. As further consideration for the services to be rendered
by Executive to the Company during the Employment Period, Executive may receive
bonus compensation or other executive incentives based on Executive's and the
Company's performance. The amount of such bonus compensation or other executive
incentives, if any, shall be determined in the sole discretion of the Company's
Board of Directors upon recommendation of the CEO and may be comprised of a
combination of cash payments and the granting of options under the Company's
stock option program in existence from time to time. Any bonus shall be subject
to such deductions and withholdings as are required by law.
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2.3 BENEFITS. Executive shall be entitled to club dues and
assessments for Mayfield Country Club and a cellular telephone allowance in
addition to the medical, 401(k) and other benefits provided by the Company to
its executives or employees generally.
2.4 EXPENSES. The Company shall reimburse Executive for reasonable
expenses incurred by him on behalf of the Company in the performance of his
services during his employment. Executive shall furnish the Company with the
documentation in connection with such expenses required by the Internal Revenue
Code and the regulations promulgated thereunder.
3. NONDISCLOSURE AND NONSOLICITATION.
3.1 DEFINITIONS. For purposes of this Agreement, the terms "NCS
Group," "Competitor" and "Competitive Product or Service" are defined to
include:
(a) "NCS Group" means all business entities controlled by or under
common control with the Company.
(b) "Competitor" means any person or entity (or parent, subsidiary
or affiliate thereof) engaged in or about to become engaged in research on, or
the production, sale and/or performance of, any Competitive Product or Service
in the United States.
(c) "Competitive Product or Service" means a product or service
which is competitive with a product or service manufactured, sold or performed
by the NCS Group, or with respect to which the NCS Group has conducted research
and created a business plan, during the three (3) years immediately preceding
termination of Executive's employment with the Company.
3.2 NONCOMPETITION. During the Employment Period, and for a period
of eighteen (18) months following the termination for any reason of Executive's
employment with the Company (whether by expiration of the Employment Period or
otherwise), without the prior written consent of the Company, Executive will not
directly or indirectly render services to, act as an officer, director, partner,
consultant, agent or employee of, or otherwise assist or operate as a
Competitor. During the pendency of this noncompetition covenant, Executive will
immediately notify the Company of any change of his address and the name and
address of any subsequent employer. Nothing in this Section 3.2 shall prevent
Executive from being a member or officer of or from participating in the
activities of any trade or professional association, or from acquiring any
equity interest in the Company or of less than one percent (1%) in a Competitor
whose shares are traded on a national securities exchange or over-the-counter.
3.3 NONSOLICITATION. During the Employment Period and for a period
of eighteen (18) months following the termination for any reason of Executive's
employment with the Company (whether by expiration of the Employment Period or
otherwise), Executive will not directly or indirectly, without the prior written
approval of the Company, solicit, cause to be solicited or aid in soliciting,
any of the NCS Group's (i) customers as of the date of termination for the
purpose of selling to such customers Competitive Products or Services or (ii)
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employees as of the date of termination for the purpose of hiring any such
employees as an agent, consultant, employee or otherwise of another employer.
3.4 NONDISCLOSURE. Executive agrees that he shall not, at any time,
directly or indirectly, disseminate verbally or in writing or use for his
personal benefit, any Confidential Information, regardless of how it may have
been acquired, except for the disclosure of such information as may be necessary
for Executive to perform his duties hereunder, as required by law or otherwise
as authorized in writing by an officer of the Company. Executive further agrees
that, upon termination of his employment, he will return promptly to the Company
all memoranda, notes, records, reports, manuals and other documents (and all
copies thereof) relating to the NCS Group's business which he may then possess
or have under his control. For purposes of this Agreement, "Confidential
Information" means all information relating to the terms and conditions of this
Agreement and all information belonging to, used by, or which is in the
possession of, the NCS Group relating to the NCS Group's business, products,
services, strategies, pricing, customers, representatives, suppliers,
distributors, technology, programs, finances, costs, employee compensation,
marketing plans, developmental plans, computer software (including all operating
system and systems application software), inventions, developments or trade
secrets, all to the extent such information is not intended by the NCS Group to
be disseminated to the public or to other participants in its trade or business
or is otherwise not generally known to Competitors. Executive acknowledges that
all of the Confidential Information is and shall continue to be the exclusive
proprietary property of the NCS Group, whether or not prepared in whole or in
part by Executive and whether or not disclosed to or entrusted to the custody of
Executive.
3.5 REMEDIES. If Executive commits or threatens to commit a breach
of any of the provisions of this Section 3, the Company shall have the right to
have the provisions of this Agreement specifically enforced by any court having
jurisdiction, it being acknowledged by Executive and agreed by the parties that
any such breach or threatened breach will cause injury to the Company for which
money damages alone will not provide an adequate remedy. Therefore, if Executive
threatens to violate or violates any provisions of this Section 3, Executive
agrees that, in addition to its other remedies, the Company is entitled to
injunctive relief, including, but not limited to, temporary restraining orders
and/or preliminary or permanent injunctions to restrain or enjoin any violation
or threatened violation of this Agreement without having to post any bond. The
rights and remedies enumerated above shall be in addition to, and not in lieu
of, any other rights and remedies available to the Company at law or in equity.
3.6 REFORMATION OF AGREEMENT. If any of the covenants contained in
this Section 3, or any portion thereof, are found by a court of competent
jurisdiction to be invalid or unenforceable as against public policy or for any
other reason, such court shall exercise its discretion to reform such covenant
to the end that Executive shall be subject to nondisclosure, noncompetition and
nonsolicitation covenants that are reasonable under the circumstances and are
enforceable by the Company. In any event, if any provision of this Agreement is
found unenforceable for any reason, such provision shall remain in force and
effect to the maximum extent allowable and all nonaffected provisions shall
remain fully valid and enforceable.
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3.7 EXTENSION OF COVENANTS. If a court of competent jurisdiction
finds that Executive has violated any of the restrictions or covenants contained
in this Section 3, then the parties agree that the period of all restrictions
and covenants set forth in Section 3 automatically shall be extended by the
number of days that the court determines Executive to have been in violation of
such restriction or covenant.
3.8 REASONABLENESS OF TERMS. Both the Company and Executive
stipulate and agree that covenants and other terms contained in this Section 3
are reasonable in all respects, including time period, geographical area and
scope of restricted activities (it being acknowledged that the Company's
business is being carried on within a rapidly consolidating industry), and that
the restrictions contained herein are designed to protect the NCS Group's
business and ensure that Executive does not engage in unfair competition with
the NCS Group.
4. TERMINATION.
4.1 MANNER OF TERMINATION. This Agreement may be terminated prior to
the end of the Employment Period as follows:
(a) BY THE COMPANY FOR DISABILITY. At the option of and by written
notice from the Company, if Executive shall become disabled, which, for purposes
of this Agreement, shall be deemed to have occurred if Executive suffers from
any disability or impairment of health which continues for at least one hundred
twenty (120) consecutive days or one hundred twenty (120) days in any twelve
(12) month period and which, in the opinion of the Company, renders the
Executive unable to perform his duties on an active, full-time basis.
(b) BY THE COMPANY FOR GOOD CAUSE. At the option of and by written
notice from the Company, if the Company shall find "good cause" for termination,
which, for purposes of this Agreement, shall mean (i) a material breach by
Executive of his obligations under Section 3 of this Agreement or his fiduciary
obligations to the Company, (ii) commission by Executive of a felony or any
offense involving misappropriation of money or property, (iii) repeated
absenteeism, (iv) illegal drug use or excessive alcohol consumption on the part
of Executive, or (v) if Executive repeatedly fails, after notice and a
reasonable chance to cure, to observe the reasonable directives of the Board of
Directors of the Company or their designee to whom Executive reports.
(c) BY EXECUTIVE. By executive upon not less than ninety (90) days
notice upon which the Executive would receive a severance benefit of twelve (12)
months base pay and benefits.
(d) DEATH. As of the end of the month in which Executive dies.
4.2 CONSEQUENCES OF TERMINATION. The provisions of Section 3 will
survive termination of this Agreement. In addition, all rights of the parties to
seek damages and other relief for breaches of this Agreement occurring prior to
or on account of the termination hereof by the other of this Agreement will
survive termination. In addition, if Executive's employment is terminated by the
Company pursuant to Section 4.1(a) above, Executive shall be
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entitled to continue to receive his annual base salary and, to the extent
eligible for participation, to receive benefits under Section 2.3 above for a
period equal to the longer of (i) eighteen (18) months, or (ii) the number of
months remaining in the Employment Period. Except as set forth in this Section
4.2 and Section 4.3, all rights and obligations of the parties hereunder will
expire upon termination of this Agreement.
4.3 SEVERANCE BENEFITS. In addition to any other compensation or
benefit payable to Executive hereunder, if, at any time during the Employment
Period, (a) Jon Outcalt and Kevin Shaw cease to own or otherwise control, in the
aggregate, at least fifty percent (50%) of the voting control of the Company (as
a result of a sale, exchange or other transfer or as a result of a merger,
consolidation, reorganization or other transaction), (b) Kevin Shaw is no longer
the Chief Executive Officer of the Company, and thereafter, but within the
Employment Period or (c) the scope of Chief Operating Officer's responsibilities
are materially changed from historical practices, (y) Executive's employment
with the Company is terminated by the Company for any reason other than those
set forth in Section 4.1(a), (b) or (d) above or (z) Executive terminates his
employment pursuant to Section 4.1(c) above, Executive shall be entitled, as a
severance benefit, to continue to receive his annual base salary and benefits
under Section 2.3 above for a period equal to the longer of (i) eighteen (18)
months, or (ii) the number of months remaining in the Employment Period.
5. MISCELLANEOUS.
5.1 WAIVER. Failure of the Company at any time to enforce any
provision of this Agreement or to require performance by Executive of any
provision hereof shall in no way affect the validity of this Agreement or any
part hereof or the right of the Company thereafter to enforce its rights
hereunder; nor shall it be taken to constitute a condemnation or waiver by the
Company of that default or any other or subsequent default or breach.
5.2 NOTICES. All notices or other communications hereunder shall not
be binding on either party hereto unless in writing and delivered to the other
party hereto at the following address:
If to the Company: NCS HEALTHCARE, INC.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
Attn: Chief Financial Officer
If to Executive: Jeffrey R. Steinhilber
300 Grey Fox Run
Bentleyville, OH 44022
Notices shall be deemed duly delivered upon hand delivery thereof at the above
addresses or two (2) days after deposit thereof in the United States mails,
postage prepaid, certified or registered mail. Any notice delivered in any other
manner shall be effective upon receipt. Either party may change its address for
notice by delivery of written notice thereof in the manner provided.
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5.3 ASSIGNMENT. No rights of any kind under this Agreement shall,
without prior written consent of the Company, be transferable to or assignable
by Executive or any other person, or be subject to alienation, encumbrance,
garnishment, attachment, execution or levy of any kind, voluntary or
involuntary. This Agreement shall be binding upon and shall inure to the benefit
of the Company, its successors and assigns.
5.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio without regard for the
conflicts of laws provisions thereof.
5.5 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document.
5.6 HEADINGS. The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
5.7 ENTIRE AGREEMENT. THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE
READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. This
Agreement constitutes the entire understanding and agreement between the parties
hereto concerning the subject matter hereof. All negotiations by the parties
hereto concerning the subject matter hereof are merged into this Agreement and
there are no representations, warranties, covenants, understandings or
agreements, oral or otherwise, in relation thereto by the parties hereto other
than those incorporated herein. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the parties hereto.
INTENDING TO BE LEGALLY BOUND, the parties or their duly authorized
representatives have signed this Agreement on the date first above written.
NSC HEALTHCARE, INC.
By: /s/Kevin B. Shaw
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Title: Chief Executive Officer
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EXECUTIVE
/s/Jeffrey R. Steinhilber
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Jeffrey R. Steinhilber
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