COMPENSATION, EXPENSES, ETC. The performance bonus percentage is hereby changed from 20% to 25%.
COMPENSATION, EXPENSES, ETC. In consideration of performance of the services and activities hereby, the Company shall pay Employee compensation as follows:
A. An initial base salary of forty-five thousand dollars ($65,000) per annum until such time as the Company is operational. At such time as the Company is operational, Employee's base salary shall increase to eighty thousand dollars ($90,000.00) per annum, payable semi-monthly in arrears. For the purposes of this Agreement, the Company shall be deemed to be "operational" at such a time as the Company executes a binding agreement(s) with a managed care organization(s) covering at least two thousand five hundred (2,500) lives.
B. Employee shall receive an additional performance bonus (the "Bonus") equal to twenty percent (20%) of the Company's management bonus pool ("Management Bonus Pool"). The management Bonus Pool shall be equal to ten percent (10%) of the Company's annual pre-tax income, determined in accordance with generally accepted accounting principles ("GAAP"). However, in no case shall the Management Bonus Pool exceed five million dollars ($5,000,000.00) annually. In the event Employee terminates his employment agreement with the Company, his Bonus will be reallocated by the Board. In the event the Company is obligated in fiscal year 1998 to fund shortfall in its capital reserves to meet managed care contracting requirements, the Company shall defer payment of the Bonus due employee in fiscal year 1998 until fiscal year 1999 and such deferred Bonus shall not be included as part of the five million dollar ($5,000,000.00) cap on the Management Bonus Pool for that year. In the event this Agreement is terminated by the Company in accordance with section 5 herein, unless such termination is for Cause, Employee shall receive a pro rata portion of the Bonus.
C. Three
COMPENSATION, EXPENSES, ETC a) The following shall be added to the end of the second sentence: ", effective the first day of the fiscal quarter in which the Company is deemed to be operational."
b) The third sentence is deleted and the following is substituted in its place. "For purposes of this Agreement, the Company shall be deemed "operational" at such time as the Company's accrued revenues for a fiscal quarter are equal to or greater than $375,000."
COMPENSATION, EXPENSES, ETC. In consideration of performance of the services and activities hereby, the Company shall pay Consultant compensation as follows:
(a) an initial fee four thousand dollars ($4,000) per month, payable semimonthly, in arrears until such time as the Company closes its initial public offering. At such time, the base salary shall be increased to one hundred twenty thousand dollars ($120,000) per annum, payable semimonthly, in arrears,
(b) consultant shall receive a performance bonus (the "Bonus") equal to twenty percent (20%) of the Company's Bonus Fund in accordance with the Company's 1996 Bonus Plan. For purposes of this Section 3, the "Bonus Fund" shall be equal to ten percent (10%) of the Company's pre-tax income (determined in accordance with generally accepted accounting principles by the Company's auditors) within ninety (90) days after the fiscal year (which is December 31), up to a maximum aggregate bonus fund of five million dollars ($5,000,000) and payable on the same basis as other executives of the Company subject to the Bonus Fund,
(c) after the initial public offering is closed, the Consultant shall receive an automobile allowance of five hundred dollars ($500) per month,
(d) after the initial public offering is closed, the Company will allow the Consultant four (4) weeks of compensated vacation which shall vest ratably throughout the year,
(e) after the initial public offering is closed, the Company shall provide the Consultant with an office and secretarial services comparable to those of its other executive employees,
(f) upon termination of this Agreement pursuant to sections 2a or 2b and upon the close of the initial public offering, Consultant shall receive a severance payment equal to twelve (12) times the Consultant's monthly compensation pursuant to section 3a for the month prior to termination. Such severance shall be payable in twelve (12) monthly installments, beginning in the second calendar month following the month in which termination occurs,
COMPENSATION, EXPENSES, ETC. In consideration of performance of the services and activities hereby, the Company shall pay Employee compensation as follows:
A. Effective October 1, 1996, an initial base salary of one hundred twenty thousand dollars ($120,000) per annum, payable semi-monthly in arrears. Six thousand dollars ($6,000) per month of such base compensation shall be accrued until such time the Company closes its initial public offering at which time all accrued salary shall be payable in full.
B. Employee shall receive an additional performance bonus (the "Bonus") equal to ten percent (10%) of the Company's Bonus Fund, in accordance with the Company's 1995 Bonus Plan for Key Executives. For the purpose of this Section 3, the "Bonus Fund" shall be equal to 2 at least ten percent (10%) of the Company's pre-tax income. The maximum bonus fund is $5 million.
C. Employee shall receive an additional bonus of one thousand dollars ($1,000), payable one time, for every professional corporation managed by the Company of which Employee is the director and shall be initiated after the Company closes its initial public offering and which will be paid by the professional corporation for director services provided to the professional corporation.
D. At such time as the Company closes its initial public offering, an automobile and parking allowance of five hundred dollars ($500) per month.
E. Four
COMPENSATION, EXPENSES, ETC. In consideration of performance of the services and activities hereby, the Company shall pay Employee compensation as follows:
A. An initial base salary at such time as the Company closes its initial public offering of one hundred fifty thousand dollars ($150,000) per annum payable semi - monthly in arrears.
B. Employee shall receive an additional performance bonus (the "Bonus") equal to thirty percent (30%) of the Company's Bonus Fund, in accordance with the Company's 1995 Bonus Plan for Key Executives. For the purpose of this Section 3, the "Bonus Fund" shall be equal to at least ten percent (10%) of the Company's pre-tax income. The 2 maximum bonus fund is $5 million.
C. An automobile and parking allowance of one thousand dollars ($1,000) per month.
D. Four
COMPENSATION, EXPENSES, ETC. In consideration of performance of the services and activities hereby, the Company shall pay Employee compensation as follows:
A. An initial base salary of thirty-nine thousand ($39,000) per annum during the Company's pre-operational phase; increased to sixty thousand ($60,000) when operational (operational phase begins at such time the Company has generated revenues for a fiscal quarter in an amount equal to or greater than $375,000)
B. Eligible for up to $5,000 bonus payable at the end of each annual anniversary based on provider recruitment goals, payor contracts negotiated and Company profitability. Specific goals in each area to be outlined within 30 days subsequent to each anniversary period.
C. Payment of group health care premium covering the Employee, beginning with commencement of the Employment Term; dependent coverage available through go D. payroll deduction.
COMPENSATION, EXPENSES, ETC of Trustee pay- able by Company; Trustee to have prior lien on mortgaged property......................... Sec. 13.11. Trustee may claim reimbursement for advances, expenses in bankruptcy, receivership and fore- closure proceedings, etc.; priority of unpaid advances and expenses......................... Sec. 13.12. Certificate of Company as evidence of facts..... Sec. 13.13. Trustee has power to give notices...............
COMPENSATION, EXPENSES, ETC. In consideration of performance of the services and activities hereby, the Company shall pay Employee compensation as follows:
COMPENSATION, EXPENSES, ETC. 3.1 For the services to be rendered by the Employee hereunder, the Company shall pay to her a salary at the rate of $100,000 per annum payable semi-monthly in accordance with the regular payroll schedule of the Company.
3.2 For the calendar year ended December 31, 1997, and each subsequent year thereafter, during the term of this Agreement, Employee shall earn a bonus based upon any bonus plan then in effect that is generally applicable to officers of the Company, as determined by the Compensation Committee of the Company's Board of Directors.
3.3 The Company shall pay or reimburse the Employee for all approved out-of-pocket business expenses, in accordance with the Company's reimbursement policy, reasonably incurred by her in performing her services to the Company during the term of this Agreement.
3.4 During the term of this Agreement, the Company shall pay the Employee an automobile allowance in the amount of $600 per month, on or about the last day of each month, provided that the Employee maintains all necessary records as required by the Company and the Internal Revenue Service. The Employee shall be responsible for all costs and expenses incurred in connection with the maintenance and operation of such automobile, including but not limited to required insurance.
3.5 Employee shall be entitled to fifteen (15) business days paid vacation and six (6) business days paid sick leave each year during the term of this Agreement in accordance with the Company's policies. Any accrued but unused vacation days and sick leave for a given year will be carried over into the next year of this Agreement pursuant to the Company's written policy for officers. Upon termination of this Agreement, the Company shall pay Employee for unused vacation days and sick leave accrued through the date of termination in accordance with the Company's policies.
3.6 As of December 12, 1996, Employee was granted options to acquire 30,000 shares of the Company's common stock under a Company Incentive Stock Option Plan (the "Stock Option Plan"). The terms of such options shall be governed by the Stock Option Plan and the agreement entered into pursuant thereto.
3.7 During the term of this Agreement, the Employee and Employee's spouse shall have the right to participate in group insurance and other employee benefit plans now in effect or hereafter established by the Company for the benefit of the class of employees of which Employee would be a member for so long as any such plan is mainta...
