EXHIBIT 10.9
Emergent Group Inc. Medical Resources Management, Inc.
932 Grand Central Avenue 932 Grand Central Avenue
Glendale, CA 91201 Glendale, CA 91201
September 4, 2002
Mr. Al Guadagno
11130 Dulcet Avenue
Northridge, CA 91326
Dear Mr. Guadagno:
This is to confirm that we have mutually agreed to terminate your
employment with Medical Resources Management, Inc. ("MRM") and Emergent Group
Inc. (collectively the "Company"), effective August 22, 2002. This agreement
supercedes in its entirety the previous termination agreement dated August 22,
2002. By you executing a copy of this letter agreement, we mutually agree on the
following terms and conditions of your separation from the Company:
1. MRM shall continue to pay you your current salary and benefits
through November 12, 2002.
2. MRM shall continue to pay your medical benefits until you have
coverage by your new employer but in no event after March 7, 2003. You agree to
advise us promptly of your new employment and the effective date of your
insurance coverage
3. You agree to terminate the incentive stock options granted to you by
Emergent Group, Inc. ("Emergent") to purchase 625,395 shares of its Common Stock
at $.01 per share pursuant to Emergent's 2002 Employee Benefit and Consulting
Services Compensation Plan. These options shall be deemed void and of no further
force and effect. Emergent's Chief Executive Officer, Mark Waldron, agrees to
utilize his best efforts to obtain Board approval to issue to you non-statutory
stock options under the 2002 Plan to purchase 150,000 shares of Emergent's
Common Stock at $.01 per share exercisable at any time between May 21, 2003 and
May 20, 2012.
4. You agree to work full-time for the company for at least 15 business
days beginning September 4, 2002 and to remain on-call to answer any questions
of Emergent's executive officers, directors and/or professionals through the
close of business on November 12, 2002. You hereby resign as an executive
officer of MRM from all positions held by you.
5. Except for obligations to be performed under this letter agreement,
we mutually agree to release each other, including MRM's parent corporation,
Emergent, and all of its subsidiaries, affiliated parties, officers, directors
and agents, from all actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, covenants, contracts, controversies, agreements,
promises, damages, judgments, extents, executions, claims and demands whatsoever
in law, admiralty or equity, which one party may have against the other by
reason of any matter, cause or thing whatsoever from the beginning of your
association with MRM through the date hereof.
6. You agree that all contracts, data, and other information that you
obtained or observed during the course of your employment with MRM with respect
to Emergent, MRM and its subsidiaries and/or affiliated and associated companies
are confidential information and shall not be disclosed by you to any third
party without our prior written consent unless such information has become
generally known and available for use by the public other than as a result of
actions taken by you or such disclosure is required by law or legal process. You
agree that you have returned to us all memoranda, notes, plans, records, reports
and other documents (and copies thereof) relating to Emergent, MRM and its
subsidiaries and associated or affiliated companies, which you may now possess
or have under your control.
EMERGENT GROUP INC. MEDICAL RESOURCES
MANAGEMENT, INC.
By: /s/ Mark Waldron By: /s/ Mark Waldron
------------------------------- ----------------------
Mark Waldron, Mark Waldron,
Chief Executive Officer Chief Executive
Officer
Agreed to and Accepted by:
/s/ Al Guadagno