EX-10.32



 





EXHIBIT 10.32




STRATEGIC OUTSOURCING, INC.

2002 MANAGEMENT INCENTIVE PLAN





	1.	 	Establishment and Effective Date. This Management Incentive Plan (the “Plan”) is
established by Strategic Outsourcing, Inc. (“SOI”) for the purpose of focusing management on
the successful resolution the Litigation more fully described below and linking compensation
to the Litigation. The Plan is effective as of December 10, 2002.
	 
	2.	 	Definitions.






	 	a.	 	Litigation. “Litigation” means the case of Strategic Outsourcing, Inc.
and Strategic Outsourcing Health Plan vs. The Continental Insurance Company; Brokerage
Concepts, Inc.; Corporate Healthcare Financing, Inc.; HCC Benefits Corp., as successor
to U.S. Benefits Insurance Services, Inc.; and Louis J. Nicholas, filed in the United
States District Court, Western District of North Carolina, Charlotte Division, Civil
File No.: 3:01 CV 55-McK. If any of the causes of action brought by SOI in the
aforementioned case are transferred to another case (for instance but without
limitation, due to a change in venue or enforcement of an arbitration agreement), then
the other case will be included in the Litigation.
	 
	 	b.	 	Recovery. “Recovery” means money actually received by SOI by reason of
an award or judgment in the Litigation or any settlement or other disposition of the
Litigation, minus attorney fees payable under a contingency fee arrangement to the law
firm representing SOI in the Litigation and applicable to an amount received by SOI as
a result of the Litigation (for example only, if SOI received $99 as a result of the
Litigation and had agreed to a 1/3 attorney fee contingency, the Recovery would be
$66). There may be more than one Recovery.






	3.	 	Participation.






	 	a.	 	Participants. The following individuals (“Participants”) shall be
entitled to receive benefits under the Plan provided they meet the eligibility criteria
described herein: Robert Fotsch; David Bell; Carl Guidice; Kerim Fidel; Michael
Willson; Pamela Mallder; Robert Butterworth; Gil Aleman; Ken Williams.
	 
	 	b.	 	Eligibility. To be eligible to receive benefits under the Plan a
Participant must have been employed by SOI on December 31, 2002. There are no other
eligibility requirements.
	 
	 	c.	 	Successors and Assigns. If a Recovery is obtained after a Participant
dies, then the Participant’s benefit will be paid to the Participant’s surviving spouse
if any, and if there is no surviving spouse, the benefit will be paid to the
Participant’s estate. If in the reasonable, good faith determination of SOI a person
entitled to a benefit is legally incapable of giving a valid receipt and discharge of
payment, SOI may pay the benefit to the person(s) or institution(s) it reasonably
believes is caring for or supporting the him or her for his or her benefit, and such
payment shall discharge SOI’s liability under the Plan for such benefit. Except as
provided in this section, benefits under the Plan may not be assigned or alienated,
whether voluntarily or involuntarily.






	4.	 	Benefits. When SOI receives a Recovery, each Participant who meets the eligibility
requirements enumerated herein will receive a benefit calculated by multiplying the amount of
the Recovery times the factor indicated in the table below (for example only, if a Recovery
was obtained in the amount of $100 and a Participant had a factor of 0.01, the Participant
would receive $1). Benefits may be paid to Participants net of taxes and other legally
required withholdings. Benefits provided under the Plan will be in addition to any other
compensation or benefits a Participant may be entitled to receive. Each Participant is responsible to furnish SOI with his or her
current address and any other information needed to issue payment.





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EXHIBIT
10.33



	 	 	 	 	 
	Participant	 	Factor	 
	Robert Fotsch
	 	 	0.1100	 
	David Bell
	 	 	0.0450	 
	Carl Guidice
	 	 	0.0450	 
	Kerim Fidel
	 	 	0.0300	 
	Michael Willson
	 	 	0.0250	 
	Pam Mallder
	 	 	0.0200	 
	Rob Butterworth
	 	 	0.0200	 
	Gil Aleman
	 	 	0.0300	 
	Ken Williams
	 	 	0.0140	 
	 
	 	 	 
	Total
	 	 	0.3390	 







	5.	 	Handling of the Litigation. SOI at all times has absolute discretion to conduct the
Litigation including, without limitation, to retain counsel on terms of its choosing, to make,
approve, and refuse settlement and compromise offers, and to pursue Recoveries. Nothing
herein gives any Participant the right to participate in the Litigation or bring a cause of
action based on SOl’s conduct of the Litigation (including, without limitation, a claim that
Recovery was not maximized).






	6.	 	No guarantee of employment. Nothing in the Plan creates any right of any Participant
to remain employed by SOl or limit SOl’s right to discharge the Participant.






	7.	 	Conditions to effectiveness. The Plan shall become effective if approved by a
resolution of SOl’s Board of Directors and acknowledged by an officer of Union Planters Bank,
N.A. as evidenced by such officer’s signature hereon.






	8.	 	Miscellaneous. The Plan shall be governed by North Carolina law without regard to
its choice of law provisions. The Plan shall terminate when all benefits payable under the
Plan have been distributed and no further Recoveries will be obtained.





	 	 	 	 	 
	STRATEGIC OUTSOURCING, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Fotsch
	 	Date: 12-31-02
	 

	 	 

                    Robert Fotsch, CEO
	 	 
	 
	 	 	 	 
	ACKNOWLEDGED on behalf of Union Planters Bank, N.A.:	 	 
	 
	 	 	 	 
	By:

	 	/s/
	 	Date: 1/5/03
	Title:

	 	 

	 	 






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EXHIBIT
10.33


ADDENDUM TO

STRATEGIC OUTSOURCING, INC 2002 MANAGEMENT INCENTIVE PLAN





	1.	 	Purpose. This Addendum is intended to focus management on the successful resolution
of the Litigation more fully described below by linking compensation to the Litigation and to
provide the opportunity for bonuses to certain members of management in lieu of 2004
management bonuses since SOI will achieve its targets but its parent corporation will not,
resulting in the suspension of normal bonuses for the year.
	 
	2.	 	Definitions.






	 	a.	 	Litigation. “Litigation” means the case of Strategic Outsourcing, Inc.
vs. Continental Casualty Company filed in the United States District Court, Western
District of North Carolina, Charlotte Division, Civil Action No.: 3:02CV540-McK. If
any of the causes of action brought by SOI in the aforementioned case are transferred
to another case (for instance but without limitation, due to a change in venue or
enforcement of an arbitration agreement), then the other case will be included in the
Litigation.
	 
	 	b.	 	Recovery. “Recovery” means money actually received by SOI by reason of
an award or judgment in the Litigation or any settlement or other disposition of the
Litigation, minus attorney fees payable to the law firm representing SOI in the
Litigation in connection with the Litigation (for example only, if SOI received $99 as
a result of the Litigation and had agreed to a 1/3 attorney fee contingency, the
Recovery would be $66). There may be more than one Recovery.






	3.	 	Participation.






	 	a.	 	Participants. The following individuals (“Participants”) shall be
entitled to receive benefits under this Addendum provided they meet the eligibility
criteria described herein: Robert Fotsch; Carl Guidice; David Bell; Kerim Fidel; Pamela
Mallder; Raphael Reznek; Sarah Smith; Michael Willson; Gil Aleman.
	 
	 	b.	 	Eligibility. To be eligible to receive benefits under this Addendum a
Participant must have been employed by SOI on August 3, 2004. There are no other
eligibility requirements.
	 
	 	c.	 	Successors and Assigns. If a Recovery is obtained after a Participant
dies, then the Participant’s benefit will be paid to the Participant’s surviving spouse
if any, and if there is no surviving spouse, the benefit will be paid to the
Participant’s estate. If in the reasonable, good, faith determination of SOI a person
entitled to a benefit is legally incapable of giving a valid receipt and discharge of
payment, SOI may pay the benefit to the person(s) or institution(s) it reasonably
believes is caring for or supporting the him or her for his or her benefit, and such
payment shall discharge SOI’s liability under this Addendum for such benefit. Except
as provided in this section, benefits under this Addendum may not be assigned or
alienated, whether voluntarily or involuntarily.






	4.	 	Benefits. When SOI receives a Recovery, each Participant who meets the eligibility
requirements enumerated herein will receive a benefit calculated by multiplying the amount of
the Recovery times the factor indicated in the table below (for example only, if a Recovery
was obtained in the amount of $100 and a Participant had a factor of 0.01, the Participant
would receive $1). Benefits may be paid to Participants net of taxes and other legally
required withholdings. Benefits provided under this Addendum will be in addition to any other
compensation or benefits a Participant may be entitled to receive. Each Participant is
responsible to furnish SOI with his or her current address and any other information needed to
issue payment.





	 	 	 	 	 
	Participant	 	Factor	 
	Robert Fotsch
	 	 	0.1100	 
	David Bell
	 	 	0.0450	 



1









 





	 	 	 	 	 
	Carl Guidice
	 	 	0.0450	 
	Kerim Fidel
	 	 	0.0300	 
	Michael Willson
	 	 	0.0250	 
	Pam Mallder
	 	 	0.0200	 
	Gil Aleman
	 	 	0.0300	 
	Ken Williams
	 	 	0.0140	 
	Sarah Smith
	 	 	0.0100	 
	Raphael Reznek
	 	 	0.0100	 
	 
	 	 	 
	Total:
	 	 	0.3390	 







	5.	 	Handling of the Litigation. SOI at all times has absolute discretion to conduct the
Litigation including, without limitation, to retain counsel on terms of its choosing, to make,
approve, and refuse settlement and compromise offers, and to pursue Recoveries. Nothing
herein gives any Participant the right to participate in the Litigation or bring a cause of
action based on SOI’s conduct of the Litigation (including, without limitation, a claim that
Recovery was not maximized).






	6.	 	No guarantee of employment. Nothing in this Addendum creates any right of any
Participant to remain employed by SOI or limit SOI’s right to discharge the Participant.






	7.	 	Conditions to effectiveness. This Addendum shall become effective if approved by the
Chief Executive Officer of SOI as evidenced by his signature hereon.






	8.	 	Miscellaneous. This Addendum shall be governed by North Carolina law without regard
to its choice of law provisions. This Addendum shall terminate when all benefits payable
under it have been distributed and no further Recoveries will be obtained.





APPROVED:




	 	 	 	 	 
	/s/
Carl Guidice
 

Carl Guidice, CEO


	 	8/3/04
 

Date
	 	 







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