EX-10.9



 





Exhibit 10.9









April 27, 2006




Mr. Stephen Saft

892 Brightwater Circle

Maitland, FL 32751




Dear Steve:



This letter will confirm our offer of employment as the Chief Financial Officer of CCS
Medical, Inc. (the Company) in Clearwater, FL.



The principal terms of employment shall be as follows:





	 	1.	 	Your annualized base salary will be $275,000.00 paid bi-weekly. You will
receive an annual bonus based on the Company’s performance. The targeted bonus payout
will equal 75% of your base salary, earned at 100% achievement of performance
objectives.
	 
	 	2.	 	You shall receive an allocation of the management incentive stock program
(Restricted Preferred Stock) equal to 1.2% of the available equity pool, subject to
the parameters of the “Plan.”
	 
	 	3.	 	You are eligible for reimbursement of up to $35,000.00, to be paid on
actual receipts and/or direct billed services to compensate for moving expenses.
	 
	 	4.	 	You shall be entitled to participate in benefits provided by the
Company. Medical, dental, vision and other supplemental benefits are available
the first of the month following thirty (30) days of employment. The Company
will incur the cost of your health benefits.
	 
	 	5.	 	The Company maintains a 401(k) plan for its retirement benefit. Information
on eligibility and other 401k plan specifics will be provided along with your
benefits package at the start of employment. Your Paid Time Off (PTO) benefits will
be accrued at an equivalent of 20 days per anniversary year. We will provide you with
a copy of our Employee Handbook and benefit summaries describing each of our benefit
plans.
	 
	 	6.	 	You shall use your best efforts to commence work with the Company as soon
as possible, with reasonable notice to your current employer (expected to be 30
days), but in no event later than Monday, May 8, 2006.





 









 






	 	7.	 	You are eligible for a sign-on bonus of $25,000 which shall paid on or
about 90 days after your start date with the Company.




This offer is contingent on successful completion of all pre-hire screening, including but
not limited to, drug testing, background screening and professional references.



We look forward to having you as part of our executive team. Please contact me with your
affirmative response as soon as possible, and/or with any questions you may have regarding
this offer.









Acknowledged and Accepted:









 









 







EMPLOYMENT AGREEMENT




     This
EMPLOYMENT AGREEMENT is made and entered into as of this [27] day of April, 2006,
by and among Chronic Care Solutions Holding, Inc., a Delaware corporation
(“Holdings”), CCS Medical, Inc., a Delaware corporation (“CCS,” and
together with Holdings, the “Company”), and Stephen M. Saft (“Employee”).



W I T N E S S E T H:




     WHEREAS, the Company desires to employ Employee and to enter into an agreement
embodying the terms of such employment (this “Agreement”) and Employee desires to
enter into this Agreement and to accept such employment, subject to the terms and
provisions of this Agreement.



     NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which
are mutually acknowledged, the Company and Employee hereby agree as follows:



     Section 1.
Definitions.



     (a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary
through the date of termination of Employee’s employment; (ii) any unpaid or unreimbursed
expenses incurred in accordance with Company policy, including amounts due under Section 7
hereof to the extent incurred prior to termination of employment; and (iii) any benefits
provided under the Company’s employee benefit plans upon a termination of employment, in
accordance with the terms therein, including rights to equity in the Company pursuant to
any plan or grant.



     (b) “Affiliate” shall mean, as to any Person, any other Person that controls,
is controlled by, or is under common control with, such Person.



     (c) “Agreement” shall have the meaning set forth in the preamble hereto.



     (d) “Annual Bonus” shall have the meaning set forth in Section 4(b)
below.



     (e) “Base Salary” shall mean the salary provided for in Section 4(a) or any
increased salary granted to Employee pursuant to Section 4(a) below.



     (f) “Board”
shall mean the Board of Directors of Holdings.



     (g) “Cause” shall mean (i) acts of personal dishonesty, gross negligence or
willful misconduct by Employee in connection with Employee’s employment duties; (ii)
failure, neglect or refusal by Employee to perform in any material respect his duties or
responsibilities under this Agreement; (iii) misappropriation by Employee of the assets or
business opportunities of the Company or its affiliates; (iv) embezzlement or other
financial fraud committed by Employee, at his direction, or with his personal knowledge;
(v) Employee’s indictment for, conviction of, admission to, or entry of pleas of no
contest to any felony or any crime involving moral turpitude; (vi) public or consistent
drunkenness by Employee or his illegal use of narcotics which is, or could
reasonably be expected to become, materially injurious to the reputation or



 









 






business of the Company or its affiliates or which impairs, or could reasonably be
expected to impair, the performance of Employee’s duties hereunder; or (vii) Employee’s
breach of any material provision of this Agreement.



     (h) “CCS” shall have the meaning set forth in the preamble hereto.



     (i) “Change in Control” shall have the meaning set forth in the
Incentive Plan.



     (j) “Code” shall mean the Internal Revenue Code of 1986,
as amended.




     (k)
“Commencement Date” shall mean May 8, 2006.



     (l) “Company” except as otherwise expressly set forth herein, shall
have the meaning set forth in the preamble hereto.



     (m) “Competitive Activities” shall mean any business activities in which
the Company or any of its subsidiaries are engaged (or have committed plans to engage)
during the Term of Employment, or, following termination of Employee’s employment
hereunder, were engaged (or had committed plans to engage) at the time of such termination
of employment.



     (n) “Confidential Information” shall have the meaning set forth in
Section 9(a) below.



     (o) “Developments” shall have the meaning set forth in Section 9(d)
below.



     (p) “Disability” shall mean any physical or mental disability or
infirmity that prevents the performance of Employee’s duties for a period of (i) ninety
(90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any
twelve (12) month period. Any question as to the existence, extent or potentiality of
Employee’s Disability upon which Employee and the Company cannot agree shall be determined
by a qualified, independent physician selected by the Company and approved by Employee
(which approval shall not be unreasonably withheld). The determination of any such
physician shall be final and conclusive for all purposes of this
Agreement.



     (q) “Employee” shall have the meaning set forth in the preamble
hereto.



     (r) “Exchange Act” shall mean the Securities Exchange Act of 1934,
as amended.



     (s) “Good Reason” shall mean, without Employee’s consent, (i) a
substantial and material diminution in Employee’s title, duties or responsibilities; (iii)
any reduction in Base Salary or target Annual Bonus opportunity (other than an
across-the-board reduction applicable to all other senior executives of the Company); (iv)
the relocation of Employee’s principal place of employment (as provided in Section 3(c)
hereof) more than fifty (50) miles from its current location; or (v) any breach by the
Company of any material provision of this Agreement.



     (t) “Holdings” shall have the meaning set forth in the preamble
hereto.



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     (u) “Incentive Plan” shall mean Holdings’ Stock Incentive
Plan.



     (v) “Interfering Activities” shall mean (i) encouraging, soliciting or
inducing, or in any manner attempting to encourage, solicit or induce, any Person employed
by, as agent of, or a service provider to, the Company or any subsidiary thereof to
terminate (or, in the case of an agent or service provider, reduce) such Person’s
employment, agency or service, as the case may be, with the Company or such subsidiary;
provided, that the foregoing shall not be violated by general advertising not targeted at
employees of the Company nor by serving as a reference upon an employee’s request with
regard to an entity with which Employee is not affiliated; or (ii) encouraging, soliciting
or inducing, or in any manner attempting to encourage, solicit or induce any customer,
supplier, licensee or other business relation of the Company or any subsidiary thereof to
cease doing business with or reduce the amount of business conducted with (including by
providing similar services or products to any such Person) the Company or such subsidiary,
or in any way interfere with the relationship between any such customer, supplier, licensee
or business relation and the Company or such subsidiary.



     (w) “Person” shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company, trust
(charitable or non-charitable), unincorporated organization or other form of business
entity.



     (x) “Restricted Area” means any State of the United States of America
or any other jurisdiction in which the Company or its subsidiaries engage (or have
committed plans to engage) in business during the Term of Employment, or, following
termination of Employee’s employment, were engaged (or had committed plans to engage) in
business at the time of such termination of employment.



     (y) “Restricted Period” shall mean the period commencing on the
Commencement Date and ending on the twelve (12) month anniversary of Employee’s
termination of employment hereunder for any reason.



     (z) “Severance
Multiplier” shall mean an amount equal to one (1).



     (aa) “Severance Term” shall mean the twelve (12) month period following
the date of Employee’s termination of employment hereunder.



     (bb) “Term of Employment” shall mean the period specified in Section
2 below.



     (cc) “Time Vested Awards” shall mean, as applicable, Time Vested Options
or Time Vested Restricted Stock, each as defined under the Incentive
Plan.



     (dd) “Warburg Investors” shall mean Warburg Pincus Private Equity IX,
L.P. and any other related fund of Warburg Pincus & Co. that holds equity securities of
Holdings.



     Section 2. Acceptance and Term of Employment.



     The Company agrees to employ Employee and Employee agrees to serve the Company on
the terms and conditions set forth herein. The Term of Employment shall



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commence on the Commencement Date and shall continue until Employee is terminated as provided in
Section 8 hereof.



     Section 3.
Position, Duties and Responsibilities; Place of Performance.



     (a) During the Term of Employment, Employee shall be employed and serve as the Chief
Financial Officer of CCS (together with such other position or positions consistent with
Employee’s title as the Board shall specify from time to time) and shall have such duties
typically associated with such title. Subject to the foregoing, Employee also agrees to
serve as an officer and/or director of the Company or any parent or subsidiary of the
Company, in each case without additional compensation.



     (b) Subject to the terms and conditions set forth in this Agreement, Employee shall
devote his full business time, attention, and efforts to the performance of his duties
under this Agreement and shall not engage in any other business or occupation during the
Term of Employment, including, without limitation, any activity that (x) conflicts with
the interests of the Company or its subsidiaries, (y) interferes with the proper and
efficient performance of his duties for the Company, or (z) interferes with the exercise
of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing
herein shall preclude Employee from (i) serving, with the prior written consent of the
Board, as a member of the board of directors or advisory boards (or their equivalents in
the case of a non-corporate entity) of non-competing businesses and charitable
organizations, (ii) engaging in charitable activities and community affairs, and (iii)
subject to the terms and conditions set forth in Section 9 hereof, managing his personal
investments and affairs; provided, however, that the activities set out in
clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially
interfere, individually or in the aggregate, with the performance of his duties and
responsibilities hereunder.



     (c) Employee’s principal place of employment shall be in the Tampa Bay/Clearwater
metropolitan area, although Employee understands and agrees that he may be required to
travel from time to time for business reasons.



     (d) Subject to the terms and conditions of the Articles of Association and By-Laws
of the Company (in each case, as in effect from time to time) (the “Organizational
Documents”), the Company agrees to (i) hold harmless and indemnify Employee, to the
fullest extent permitted by the laws of the State of Delaware, as in effect at the time of
the subject alleged act or omission precipitating Employee’s invocation of this Section
3(d), against expenses (including attorneys’ fees), judgments, fines, penalties and
amounts paid in settlement resulting from any action, suit or proceeding threatened or
brought against Employee by reason of his serving as an officer or director of the Company
or serving another enterprise in any capacity at the request of the Company, and (ii)
subject to receipt by the Company of (A) a written affirmation of Employee’s good faith
belief that the alleged act or omission precipitating Employee’s invocation of this
Section 3(d) would not preclude his indemnification under the Organizational Documents or
applicable laws, and (B) a written undertaking by Employee,
executed personally or on his
behalf, to repay any advances if it is ultimately determined that he is not entitled to be
indemnified by the Company under this Section 3(d), pay for or reimburse within thirty
(30) days the reasonable expenses incurred from time to time by Employee in advance of the
final disposition of the action, suit or proceeding. In connection therewith,



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Employee shall be entitled to the protection of any insurance policies which the
Company maintains generally for the benefit of the Company’s directors and
officers.



     Section 4. Compensation. During the Term of Employment, Employee shall be
entitled to the following compensation:



     (a) Base Salary. Employee shall be paid an annualized Base Salary, payable in
accordance with the regular payroll practices of the Company, of not less than $275,000,
subject to increase, if any, as may be approved in writing by the Board, but not to
decrease from the then current Base Salary.



     (b) Annual Bonus. Employee shall be eligible for an annual incentive bonus
award determined by the Board in respect of each fiscal year during the Term of Employment
(the “Annual Bonus”). The target Annual Bonus for each fiscal year
shall be 75% of Base Salary. The actual Annual Bonus payable in respect of each fiscal year
shall be based upon the level of achievement of annual Company and individual performance
objectives for such fiscal year, as determined by the Board and communicated to Employee.
The Annual Bonus shall be paid to Employee at the same time as annual bonuses are generally
payable to other senior executives of the Company, but in no event later than the date
which is two and one-half (21/2) months following the end of the fiscal year to which such
Annual Bonus relates.



     Section 5. Employee Benefits.



     During the Term of Employment, Employee shall be entitled to participate in health,
insurance, retirement and other perquisites and benefits generally provided to other senior
executives of the Company that are made available from time to time. Employee shall also be
entitled to the same number of holidays, vacation and sick days as are generally allowed to
senior executives of the Company in accordance with the Company policy in effect from time
to time.



     Section 6.
“Key-Man” Insurance.



     At any time during the Term of Employment, the Company shall have the right to insure
the life of Employee for the sole benefit of the Company, in such amounts, and with such
terms, as it may determine. All premiums payable thereon shall be the obligation of the
Company. Employee shall have no interest in any such policy, but agrees to reasonably
cooperate with the Company in taking out such insurance by submitting to physical
examinations, supplying all information reasonably required by the insurance company, and
executing all necessary documents, provided that no financial obligation or liability is
imposed on Employee by any such documents.



     Section 7. Reimbursement of Business Expenses.



     Employee is authorized to incur reasonable business expenses in carrying out his
duties and responsibilities under this Agreement and the Company shall promptly reimburse
him for all such reasonable business expenses incurred in connection with carrying out the
business of the Company, subject to documentation in accordance with the Company’s policy,
as in effect from time to time.



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     Section 8. Termination of Employment.



     (a) General. The Term of Employment shall terminate upon the earliest to
occur of (i) Employee’s death, (ii) a termination by reason of a Disability, (iii) a
termination by the Company with or without Cause, or (iv) a termination by Employee with
or without Good Reason. Upon any termination of Employee’s employment for any reason,
except as may otherwise be requested by the Company in writing and agreed upon in writing
by Employee, Employee shall resign from any and all directorships, committee memberships
or any other positions Employee holds with the Company or any of its subsidiaries.



     (b) Termination Due to Death or Disability. Employee’s employment shall
terminate automatically upon his death. The Company may terminate Employee’s employment
immediately upon the occurrence of a Disability, such termination to be effective upon
Employee’s receipt of written notice of such termination. In the event Employee’s
employment is terminated due to his death or Disability, Employee or his estate or his
beneficiaries, as the case may be, shall be entitled to:




     (i) The Accrued Obligations;




     (ii) Any unpaid Annual Bonus in respect to any completed fiscal year
which has ended prior to the date of such termination, such amount to be paid at
the same time it would otherwise be paid to Employee had no such termination
occurred; and




     (iii) A pro rata Annual Bonus (determined using the target Annual Bonus if
such termination occurs during the fiscal year in which the Commencement Date
falls, and thereafter, using the Annual Bonus paid or payable for the immediately
prior fiscal year) based on the number of days elapsed from the commencement of
such fiscal year through and including the date of such termination, such amount to
be paid within five (5) business days of such termination.


Except as set forth in this Section 8(b), following Employee’s termination by reason of
his death or Disability, Employee shall have no further rights to any compensation or any
other benefits under this Agreement.




     (c) Termination by the Company for Cause.




     (i) A termination for Cause shall not take effect unless the provisions
of this subsection (i) are complied with. Employee shall be given not less than
fifteen (15) days written notice by the Board of the intention to terminate his
employment for Cause, such notice to state in detail the particular act or acts or
failure or failures to act that constitute the grounds on which the proposed
termination for Cause is based. Employee shall have fifteen (15) days after the
date that such written notice has been given to Employee in which to cure such act
or acts or failure or failures to act, to the extent such cure is possible. If he
fails to cure such act or acts or failure or failures to act, the termination shall
be effective on the date immediately following the expiration of the fifteen (15)
day notice period. If cure is not possible, the termination shall be effective on
the date of receipt of such notice by Employee. During any cure period provided
hereunder, the Board may, in its sole and absolute discretion, prohibit Employee
from



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entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties
hereunder, and any such prohibition shall in no event constitute an event pursuant to which
Employee may terminate employment with Good Reason; provided, however, that if cure is
possible, and Employee can reasonably demonstrate to the Board that he desires to enter the
premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder
solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds
on which the proposed termination for Cause is based, Employee shall be permitted to enter the
premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder
solely for the purposes of curing such act or acts or failure or failures to act.




     (ii) In the event the Company terminates Employee’s employment for Cause,
he shall be entitled only to the Accrued Obligations. Following such termination of
Employee’s employment for Cause, except as set forth in this Section 8(c)(ii), Employee shall have no further rights to any compensation or any other
benefits under this Agreement.



     (d) Termination by the Company without Cause. The Company may terminate
Employee’s employment at any time without Cause, effective upon Employee’s receipt of
written notice of such termination. In the event Employee’s employment is terminated by the
Company without Cause (other than due to death or Disability), Employee shall be entitled
to:




     (i) The Accrued Obligations;




     (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which
has ended prior to the date of such termination, such amount to be paid at the same
time it would otherwise be paid to Employee had no such termination occurred;




     (iii) A pro rata Annual Bonus (determined using the target Annual Bonus if
such termination occurs during the fiscal year in which the Commencement Date falls,
and thereafter, using the Annual Bonus paid or payable for the immediately prior
fiscal year) based on the number of days elapsed from the commencement of such
fiscal year through and including the date of such termination, such amount to be
paid within five (5) business days of such termination;




     (iv) An amount equal to the Severance Multiplier multiplied by his then
current Base Salary, such amount to be payable over the Severance Term in
substantially equal installments, on each regular payroll date of the Company during
the Severance Term;




     (v) Continuation of the health benefits provided to Employee and his
covered dependants under the Company health plans as of the date of such termination
at the same cost applicable to active employees until the earlier of: (A) the
expiration of the Severance Term, or (B) the date Employee commences employment with
any person or entity and, thus, is eligible for health insurance benefits;
provided, however, that as a condition of continuation of such
benefits, the Company may require employee to elect to



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continue his health insurance pursuant to COBRA (in which case the Company shall pay the cost of
such coverage in excess of the cost applicable to active employees); and




     (vi) If such termination occurs within the one (1) year period following a
Change in Control, vesting of all Time Vested Awards as of the date of such
termination.


Notwithstanding the foregoing, the payments and benefits described in subsections (ii)
through (v) above shall immediately cease, and the Company shall have no further
obligations to Employee with respect thereto, in the event that Employee breaches any
provision of Section 9 hereof.




     Following such termination of Employee’s employment by the Company without Cause,
except as set forth in this Section 8(d), Employee shall have no further rights to any
compensation or any other benefits under this Agreement.



     (e) Termination by Employee with Good Reason. Employee may terminate his
employment with Good Reason by providing the Company fifteen (15) days’ written notice
setting forth in reasonable specificity the event that constitutes Good Reason, which
written notice, to be effective, must be provided to the Company within sixty (60) days of
the occurrence of such event. During such fifteen (15) day notice period, the Company shall
have a cure right (if curable), and if not cured within such period, Employee’s termination
will be effective upon the date immediately following the expiration of the fifteen (15)
day notice period, and Employee shall be entitled to the same payments and benefits as
provided in Section 8(d) above for a termination without Cause, it being agreed that
Employee’s right to any such payments and benefits shall be subject to the same terms and
conditions as described in Section 8(d) above. Following such termination of Employee’s
employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee
shall have no further rights to any compensation or any other benefits under this
Agreement.



     (f) Termination by Employee without Good Reason. Employee may terminate his
employment without Good Reason by providing the Company thirty (30) days’ written notice of
such termination. In the event of a termination of employment by Employee under this
Section 8(f), Employee shall be entitled only to the Accrued Obligations. In the event of
termination of Employee’s employment under this Section 8(f), the Company may, in its sole
and absolute discretion, by written notice accelerate such date of termination and still
have it treated as a termination without Good Reason. Following such termination of
Employee’s employment by Employee without Good Reason, except as set forth in this Section
8(f), Employee shall have no further rights to any compensation or any other benefits under
this Agreement.



     (g) Release. Notwithstanding any provision herein to the contrary, the Company
may require that, prior to payment of any amount or provision of any benefit pursuant to
subsections (d) or (e) of this Section 8 (other than the Accrued Obligations), Employee
shall have executed a general release in favor of the Company and its subsidiaries and
related parties in the form as is reasonably required by the Company, and any waiting
periods contained in such release shall have expired.



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     Section 9. Restrictive Covenants. Employee acknowledges and agrees that (A) the agreements
and covenants contained in this Section 9 are (i) reasonable and valid in geographical and
temporal scope and in all other respects, and (ii) essential to protect the value of the
Company’s business and assets, and (B) by his employment with the Company, Employee will obtain
knowledge, contacts, know-how, training and experience and there is a substantial probability
that such knowledge, know-how, contacts, training and experience could be used to the substantial
advantage of a competitor of the Company and to the Company’s substantial detriment. For purposes
of this Section 9, references to the Company shall be deemed to include Holdings, CCS and their
respective subsidiaries.



     (a) Confidential Information. At any time during and after the end of the Term
of Employment, without the prior written consent of the Board, except to the extent required
by an order of a court having jurisdiction or under subpoena from an appropriate government
agency, in which event, Employee shall, to the extent legally permitted, consult with the
Board prior to responding to any such order or subpoena, and except as he in good faith
believes necessary or desirable in the performance of his duties hereunder, Employee shall
not disclose to or use for the benefit of any third party any confidential or proprietary
trade secrets, customer lists, drawings, designs, information regarding product development,
marketing plans, sales plans, management organization information, operating policies or
manuals, business plans, financial records packaging design or other financial, commercial,
business or technical information (i) relating to the Company, or (ii) that the Company may
receive belonging to suppliers, customers or others who do business with the Company as a
result of his position with the Company (collectively, “Confidential Information”).
Employee’s obligation under this Section 9(a) shall not apply to any information that is in
the public domain or hereafter enters the public domains, in each case without the breach by
Employee of this Section 9(a).



     (b) Non-Competition. Employee covenants and agrees that during the Restricted
Period, Employee shall not, directly or indirectly, individually or jointly, own any
interest in, operate, join, control or participate as a partner, director, principal,
officer, or agent of, enter into the employment of, act as a consultant to, or perform any
services for any Person (other than the Company), that engages in any Competitive Activities
within the Restricted Area. Notwithstanding anything herein to the contrary, this Section
9(b) shall not prevent Employee from acquiring as an investment securities representing not
more than three percent (3%) of the outstanding voting securities of any publicly-held
corporation or from being a passive investor in any mutual fund, hedge fund, private equity
fund or similar pooled account so long as Employee’s interest therein is less than three
percent (3%) and he has no role in selecting or managing investments thereof.



     (c) Non-interference. During the Restricted Period, Employee shall not,
directly or indirectly, for his own account or for the account of any other Person, engage
in Interfering Activities.



     (d) Return of Documents. In the event of the termination of Employee’s
employment for any reason, Employee shall deliver to the Company all of (i) the property of
the Company, and (ii) the documents and data of any nature and in whatever medium of the
Company, and he shall not take with him any such property, documents or data or any
reproduction thereof, or any documents containing or pertaining to any Confidential
Information.



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     (e) Works for Hire. Employee agrees that the Company shall own all right,
title and interest throughout the world in and to any and all inventions, original works
of authorship, developments, concepts, know-how, improvements or trade secrets,
whether or not patentable or registerable under copyright or similar laws, which Employee
may solely or jointly conceive or develop or reduce to practice, or cause to be conceived
or developed or reduced to practice during the Term of Employment, whether or not during
regular working hours, provided they either (i) relate at the time of conception or
development to the actual or demonstrably proposed business or research and development
activities of the Company; (ii) result from or relate to any work performed for the
Company; or (iii) are developed through the use of Confidential Information and/or Company
resources or in consultation with Company personnel (collectively referred to as
“Developments”). Employee hereby assigns all right, title and interest in and to
any and all of these Developments to the Company, Employee agrees to assist the Company,
at the Company’s expense (but for no other consideration of any kind), to further
evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights specified to be so owned or assigned. Employee hereby irrevocably
designates and appoints the Company and its agents as attorneys-in-fact to act for and on
Employee’s behalf to execute and file any document and to do all other lawfully permitted
acts to further the purposes of the foregoing with the same legal force and effect as if
executed by Employee. In addition, and not in contravention of any of the foregoing,
Employee acknowledges that all original works of authorship which are made by him (solely
or jointly with others) within the scope of employment and which are protectable by
copyright are “works made for hire,” as that term is defined in the United States
Copyright Act (17 USC Sec. 101). To the extent allowed by law, this includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be known as
or referred to as “moral rights,” To the extent Employee retains any such moral rights
under applicable law, Employee hereby waives such moral rights and consents to any action
consistent with the terms of this Agreement with respect to such moral rights, in each
case, to the full extent of such applicable law. Employee will confirm any such waivers
and consents from time to time as requested by the Company.



     (f) Blue Pencil. If any court of competent jurisdiction shall at anytime deem
the duration or the geographic scope of any of the provisions of this Section 9
unenforceable, the other provisions of this Section 9 shall nevertheless stand and the
duration and/or geographic scope set forth herein shall be deemed to be the longest period
and/or greatest size permissible by law under the circumstances, and the parties hereto
agree that such court shall reduce the time period and/or geographic scope to permissible
duration or size.



     (g) Incentive Plan Construction. Notwithstanding anything contained in the
Incentive Plan to the contrary, Employee shall not be considered to have engaged in a
“competitive activity” within the meaning of, and for all purposes under, the Incentive
Plan unless such activity would constitute a breach of subsections (a), (b) or (c) above.



     Section 10.
Breach of Restrictive Covenants.



     Without limiting the remedies available to the Company, Employee acknowledges that a
breach of any of the covenants contained in Section 9 hereof may result in material
irreparable injury to the Company or its subsidiaries for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries precisely
and that, in the



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event of such a breach or threat thereof, the Company shall be entitled to obtain a
temporary restraining order and/or a preliminary or permanent injunction, without the
necessity of proving irreparable harm or injury as a result of such breach or threatened
breach of Section 9 hereof, restraining Employee from engaging in activities prohibited by
Section 9 hereof or such other relief as may be required specifically to enforce any of
the covenants in Section 9 hereof. Notwithstanding any other provision to the contrary,
the Restricted Period shall be tolled during any period of violation of any of the
covenants in Section 9(b) or 9(c) hereof and during any other period required for
litigation during which the Company seeks to enforce such covenants against Employee or
another Person with whom Employee is affiliated if it is ultimately determined that
Employee was in breach of such covenants. Notwithstanding anything to the contrary in this
Agreement, the prevailing party in any action arising out of or related in any way to this
Section 10 shall be entitled to its or his attorneys’ fees and costs through trial and any
appellate proceedings.



     Section 11. Representations and Warranties of Employee.



     Employee represents and warrants to the Company that:



     (a) Employee’s employment will not conflict with or result in his breach of any
agreement to which he is a party or otherwise may be bound;



     (b) Employee has not violated, and in connection with his employment with the Company
will not violate, any non-solicitation, non-competition or other similar covenant or
agreement of a prior employer by which he is or may be bound; and



     (c) In connection with Employee’s employment with the Company, he will not use any
confidential or proprietary information that he may have obtained in connection with
employment with any prior employer.



     Section 12.
Taxes.



     The Company may withhold from any payments made under this Agreement all applicable
taxes, including but not limited to income, employment and social insurance taxes, as
shall be required by law. Employee acknowledges and represents that the Company has not
provided any tax advice to him in connection with this Agreement and that he has been
advised by the Company to seek tax advice from his own tax advisors regarding this
Agreement and payments that may be made to him pursuant to this Agreement including
specifically, the application of the provisions of Section 409A of the Code to such
payments.



     Section 13. Mitigation; Set Off.



     The Company’s obligation to pay Employee the amounts provided and to make the
arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of
amounts owed by Employee to the Company or its affiliates. Employee shall not be required
to mitigate the amount of any payment provided for pursuant to this Agreement by seeking
other employment or otherwise and the amount of any payment provided for pursuant to this
Agreement shall not be reduced by any compensation earned as a result of Employee’s other
employment or otherwise.



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     Section 14. Successors and Assigns; No Third-Party Beneficiaries.



     (a) The Company. This Agreement shall inure to the benefit of and be
enforceable by, and may be assigned by the Company to, any purchaser of all or
substantially all of the Company’s business or assets or any successor to the Company
(whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company
will require in a writing delivered to Employee any such purchaser, successor or assignee
to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such purchase, succession or
assignment had taken place. The Company may make no other assignment of this Agreement or
its obligations hereunder.



     (b) Employee. Employee’s rights and obligations under this Agreement shall
not be transferable by Employee by assignment or otherwise, “without the prior written
consent of the Company; provided, however, that if Employee shall die, all
amounts then payable to Employee hereunder shall be paid in accordance with the terms of
this Agreement to Employee’s devisee, legatee or other designee or, if there be no such
designee, to Employee’s estate.



     (c) No Third-Party Beneficiaries. Except as otherwise set forth in Section
8(b) or Section 14(b) hereof, nothing expressed or referred to in this Agreement will be
construed to give any Person other than the Company and Employee any legal or equitable
right, remedy or claim under or with respect to this Agreement or any provision of this
Agreement.



     Section 15. Waiver and Amendments.



     Any waiver, alteration, amendment or modification of any of the terms of this
Agreement shall be valid only if made in writing and signed by each of the parties
hereto; provided, however, that any such waiver, alteration, amendment or
modification is consented to on the Company’s behalf by the
Board. No waiver by either of
the parties hereto of their rights hereunder shall be deemed to constitute a waiver with
respect to any subsequent occurrences or transactions hereunder unless such waiver
specifically states that it is to be construed as a continuing waiver.



     Section 16. Severability.



     If any covenants or other provisions of this Agreement are found to be invalid or
unenforceable by a final determination of a court of competent jurisdiction: (a) the
remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or
unenforceable term or provision hereof shall be deemed replaced by a term or provision
that is valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision hereof.



     Section 17. Governing Law.



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF)
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.



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     Section 18.
Dispute Resolution.



     Any controversy arising out of or relating to this Agreement or the breach hereof
(other than claims for injunctive relief pursuant to Section 10 hereof) shall be settled
by binding arbitration in accordance with the Employment Dispute Resolution Rules of the
American Arbitration Association (before a single arbitrator) and judgment upon the award
rendered may be entered in any court having jurisdiction thereof. The costs of any such
arbitration proceedings shall be borne equally by the Company and Employee; provided,
however, that the arbitrator shall have the right to award to the prevailing party in
such arbitration reasonable attorneys’ fees and costs expended in the course of
such arbitration or enforcement of the awarded rendered thereunder. The location for the
arbitration shall be in Tampa Bay, Florida. Any award made by such arbitrator shall be
final, binding and conclusive on the parties for all purposes, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction thereof.



     Section 19.
Notices.



     (a) Every notice or other communication relating to this Agreement shall be in
writing, and shall be mailed to or delivered to the party for whom it is intended at such
address as may from time to time be designated by it in a notice mailed or delivered to
the other party as herein provided, provided that, unless and until some other address be
so designated, all notices or communications by Employee to the Company shall be mailed or
delivered to the Company at its principal executive office, and all notices or
communications by the Company to Employee may be given to Employee personally or may be
mailed to Employee at Employee’s last known address, as reflected in the Company’s
records.



     (b) Any notice so addressed shall be deemed to be given; (i) if delivered by hand, on
the date of such delivery; (ii) if mailed by courier or by overnight mail, on the first
business day following the date of such mailing; and (iii) if mailed by registered or
certified mail, on the third business day after the date of such mailing.



     Section 20. Section Headings.



     The headings of the sections and subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part thereof, affect the meaning
or interpretation of this Agreement or of any term or provision hereof.



     Section 21. Entire Agreement



     This Agreement constitutes the entire understanding and agreement of the parties
hereto regarding the employment of Employee. This Agreement supersedes all prior
negotiations, discussions, correspondence, communications, understandings and agreements
between the parties relating to the subject matter of this Agreement. Notwithstanding the
foregoing, this Agreement incorporates by reference Paragraphs 2, 3 and 7 of that certain
written offer of employment by Joseph H. Capper, President and CEO of CCS, to Employee, of
even date herewith.



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     Section 22. Survival of Operative Sections.



     Upon any termination of Employee’s employment, the provisions of Section 8 through
Section 23 of this Agreement (together with any related definitions set forth in Section 1
hereof) shall survive to the extent necessary to give effect to the provisions thereof.



     Section 23. Counterparts.



     This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and the
same instrument. The execution of this Agreement may be by actual or facsimile
signature.



     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
above written.



	 	 	 	 	 
	 

	 	CCS MEDICAL, INC.
	 	 
	 

	 		 	 
	 
	 	 	 	 
	 

	 	CHRONIC CARE SOLUTIONS HOLDING, INC.	 	 
	 

	 		 	 
	 
	 	 	 	 
	 

	 	EMPLOYEE	 	 
	 

	 		 	 
	 

	 	Stephen M. Saft	 	 







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