exhibit10-27.htm


    
      

    


    EXHIBIT
10.27

    


    STRICTLY
CONFIDENTIAL

    


    EHS
PARTNERS AND HOOPER HOLMES: TERMS OF AGREEMENT

    


    Scope

    
      	
              ·  

            	
              The
      Executive Team will use the EHS process to generate and approv ideas to
      improve cash flow

            


    

    
      	
              ·  

            	
              All
      operations and units of the company and its affiliates are to be included
      within the scope of the project

            


    

    


    Definition of Ideas Within
Project Scope

    
      	
              ·  

            	
              Positive
      earnings: during the Idea Generation and Approval Phase the executive team
      will use the EHS process to generate and, in its discretion, approve ideas
      that are expected to increase cash flow by reducing costs and/or
      increasing revenues beyond that which would occur in absence of the
      ideas.  Additional detail regarding this phase is included
      below.

            


    

    
      	
              ·  

            	
              To
      be approved for purposes of this project, each idea must be fully
      implementable within 24 months of the end of the Idea Generation and
      Approval Phase.

            


    

    


    Idea Valuation and
Approval

    
      	
              ·  

            	
              The
      Executive Team will make a decision on each idea proposed by Line
      Managers.  These decisions shall be at the sole discretion of
      the Executive Team taking into consideration recommendations made by the
      Line Managers.  The decisions to approve the ideas and to
      determine the financial impacts associated with each approved idea for all
      purposes hereunder shall be made solely in the discretion of the Executive
      Team.  The Executive Team may approve or reject any proposed
      ideas in good faith for inclusion within this project for any or no
      specified reasons

            


    

    
      	
              ·  

            	
              The
      net Earnings Impact for each cost reduction ideas will be approved by the
      Executive Team as:

            


    

    
      	
              ·  

            	
              In
      each case the Earnings Impact of an idea child be quantified relative to
      its impact against the cost and revenue bases of the
    company

            


    

    


    EHS Fee
Amount

    


    CONFIDENTIAL

    


    Payments of the
Fee

    


    Payment of T&E
Reimbursement

    Hooper
Holmes will reimburse EHS monthly for out-of-pocket expenses associated with its
completion of the work

    


    Break-up/Special
Events

    If
subsequent to the completion of the Idea Generation and Approval Phase any James
Calver ceases to be CEO or Hooper Holmes agrees to a change of control (via
merger of equals or acquisition), the all remaining future payments due to EHS
will become due and will be paid immediately

    


    Confidentiality

    
      	
              ·  

            	
              The
      fee arrangement is confidential and will not be shared beyond members of
      the executive committee, as well as Hooper Holmes’ regulators, directors,
      attorneys, employees with the need to know such information and auditors,
      or as required by law.

            


    

    


    
      	
              ·  

            	
              EHS
      agrees that all Hooper Holmes information, whether oral or written or via
      electronic media, to which EHS or any of its employees is given access
      while performing Services hereunder is referred to as "Confidential
      Information."  Confidential Information shall include, without
      limitation, all information relating to the Services and all technology,
      know-how, processes, trade secrets, contracts, proprietary information,
      historical and projected financial information, business strategies,
      operating data and organizational and cost structures, product
      descriptions, pricing information, credit information and policies,
      customer information and customer
lists.

            


    

    


    
      	
              ·  

            	
              EHS
      agrees to hold all Confidential Information in confidence, to not disclose
      any Confidential Information to any person unless otherwise permitted
      hereunder and to not use any Confidential Information for purposes other
      than providing under this
Agreement.

            


    

    


    
      	
              ·  

            	
              In
      the event that EHS becomes legally compelled to disclose any Confidential
      Information, EHS may disclose such Confidential Information to the extent
      legally required; provided however, the EHS shall first notify Hooper
      Holmes of such legal process and shall permit and assist in any secrecy
      orders, motions to quash, or other similar procedural step, to prevent the
      production of such information.  Making any disclosure of such
      legal process, the parties agree to use all reasonable efforts to preserve
      the confidential nature of such
information.

            


    

    


    
      	
              ·  

            	
              Hooper
      Holmes shall enjoy unrestricted use of all EHS materials, tools,
      processes, and its proprietary Fulcrum system during the course of the
      project into the sole purposes of completing the
      project.  Hooper Holmes shall take reasonable steps to ensure
      that these materials, tools, processes and Fulcrum system to which it is
      given access are not used by the company, its employees or agents for any
      purposes other than the successful completion of this project and are not
      unnecessarily disclosed or made available for other reasons either during
      or subsequent to the completion of the
project.

            


    

    


    
      	
              ·  

            	
              EHS
      shall retain ownership of all original studies, reports, or original works
      of authorship that develops in the course of this project as well as
      tools, materials or processes that are employed in the project were
      developed during the project in which are derivative of its own
      developmental efforts or work for clients and Hooper
  Holmes

            


    

    


    Definitions and
Timing

    
      	
              ·  

            	
              The
      Project Preparation Phase commences upon execution of this agreement and
      extends to approximately April 15

            


    

    


    
      	
              ·  

            	
              The
      Idea Generation and Approval phase as referenced in this document
      commences upon completion of the Project Preparation Phase and will last
      until approximately July 21

            


    

    


    
      	
              ·  

            	
              The
      CTM Disbandment Date will coincide with the end of the Idea and Approval
      Phase and will The Implementation Phase commences immediately upon
      completion of the Idea and Approval Phase and
  will

            


    

    


    
      	
              ·  

            	
              By
      signing below, the undersigned confirm on behalf of Hooper Holmes and EHS
      that the foregoing properly reflects the terms on which Hooper Holmes has
      engaged EHS

            


    

    


    Hooper
Holmes  by (J. L. Spenser, Executive Vice President) June 08,
2006

    


    EHS
Partners, LLC by (Neil Smith, Partner) 8th May,
2006