Engagement Letter for Interim CEO Services between The Carlyle Group and William Hamburg for LifeCare Holdings, Inc.
This agreement outlines the terms under which William Hamburg will serve as interim CEO and board member for LifeCare Holdings, Inc., a company affiliated with The Carlyle Group. Mr. Hamburg will review the company's operations and finances, make recommendations, and perform all CEO duties. He will be paid $1,500 per day plus expenses, with bi-weekly invoicing. The Carlyle Group can terminate the engagement with 30 days' notice, while Mr. Hamburg can terminate with 60 days' notice. Confidentiality and indemnification provisions apply.
Exhibit 10.24
September 5, 2007
Ms. Karen H. Bechtel
Managing Director
The Carlyle Group
520 Madison Avenue, 41st Floor
New York, New York 10022
Dear Karen:
The purpose of this letter is to outline the specific terms of my engagement with The Carlyle Group (“Carlyle”) to review and serve as interim CEO for LifeCare Holdings, Inc (“LifeCare” or the “Company”).
Services to be Rendered
I will perform a review of LifeCare’s operating and financial systems and will make periodic recommendations to you based upon the results of my review. I will also serve as CEO for the company on an interim basis and will perform all the functions of a CEO that are traditionally associated with that position. I will also serve on the Board of Directors of the Company.
Fees and Expenses
As compensation for the services provided by me, I will be paid (by LifeCare) $1500/day, including travel time, and I will be reimbursed for all reasonable expenses incurred by me in connection with providing the services. I will submit bi-weekly invoices summarizing the time expended and will provide documentation of expenses incurred.
Termination
You may terminate this engagement, with or without cause, upon 30 days written or verbal notice. I may terminate this engagement, with or without cause, upon 60 days written or verbal notice.
Confidentiality
All non-public information received by me will be treated as confidential and will not be used by me for any purposes other than the performance of the services to be rendered by me pursuant to this engagement unless you should otherwise approve such purposes.
Engagement Letter
The Carlyle Group
September 5, 2007
Page 2 of 2
Indemnification
You agree to indemnify and hold me harmless from and against any claims, liabilities, costs and expenses (including reasonable attorneys fees) which may arise out of actions or omissions on my part acting in good faith on Carlyle’s or LifeCare’s behalf.
If the foregoing is acceptable to you, please acknowledge so by executing a copy of this engagement letter and returning one copy to me. I appreciate this opportunity to provide services to The Carlyle Group.
Very truly yours,
| WILLIAM HAMBURG | ||||||
| /s/ WILLIAM HAMBURG | ||||||
| Name | ||||||
| AGREED AND ACCEPTED: | ||||||
| THE CARLYLE GROUP | ||||||
| /s/ Karen H. Bechtel | 9/6/2007 | |||||
| Name | Karen H. Bechtel | Date | ||||
| Title | Managing Director | |||||
