EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement made and entered into as of the 30th day of March, 2001, by
and between ROCKPORT HEALTHCARE GROUP, INC., having a place of business at 00
Xxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxx, Xxxxxxx, Xxxxx 00000 ("Employer"), and, XXXX
X. XXXXX having an address at 0000 Xxxx Xxxxxxx, Xxxxxx, Xxxxx 00000
("Employee").
WITNESSETH:
WHEREAS, Employer is engaged in the business of delivering integrated
services and products to defined healthcare populations; and
WHEREAS, Employer desires to employ Employee as Senior Vice President
Budgets & Controls of Employer, and Employee desires to be so employed by
Employer, all pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, it is agreed as follows:
1. EMPLOYMENT: DUTIES
Employer hereby agrees to employ Employee, and Employee hereby agrees to
accept employment during the term hereof as Senior Vice President Budgets &
Controls of Employer, and shall perform such services as are customarily
performed by persons holding such offices and shall be subject at all times to
the direction of the Board of Directors of Employer.
2. TERM
(a) Employee's employment hereunder shall be for a term commencing April
1, 2001 and ending on March 31, 2002. The Agreement shall be
automatically extended from year to year thereafter unless either
party gives not less than three (3) months prior written notice to the
other that such party elects to have the Agreement terminated
effective at the end of the initial or then current renewal term.
(b) Employee agrees to devote all of Employee's business time and
attention to fulfill Employee's duties and responsibilities
faithfully, diligently and competently. For this purpose Employee
agrees to maintain his residence within a reasonable proximity to the
main office of Employer indicated above.
3. COMPENSATION
(a) As compensation for the performance of his duties on behalf of
Employer, Employer shall pay Employee a salary at the rate of One
Hundred Twenty Thousand Dollars ($120,000.00) per annum, payable in
installments in accordance with the usual practice of the Employer.
(b) As additional compensation, Employer will cause to be issued to
Employee One Hundred Thousand Shares (100,000) of Rockport Healthcare
Group, Inc. restricted common stock within 30 days of the execution of
this agreement by both Employer and Employee
(c) Employer shall reimburse Employee for the expenses incurred by
Employee in connection with his duties hereunder upon presentation by
Employee of the details of vouchers for such expenses in accordance
with customary Employer practice.
(d) Employee shall be entitled to participate in any retirement, life
insurance, medical insurance, disability insurance, vacation, savings
and other employee benefit plans made generally available to the
senior officers of the Company, so long as such benefits comply with
applicable law (including without limitation the Internal Revenue Code
of 1986, as amended, and ERISA).
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(e) Employee shall be entitled to participate in any stock option and
bonus incentive plans made generally available to the senior officers
of the Company.
4. NON-COMPETITION
(a) During the term of this Agreement and for a period of twelve (12)
months from the date of termination of his employment hereunder for
whatever reason, Employee agrees that he will not solicit any
customers who are presently or may hereafter become customers of
Employer unless such solicitation is entirely unrelated to Employer's
business, or compete in any way with Employer alone or together with
others in a business which Employer is engaged in at the time of
termination of employment.
(b) Subsequent to the expiration or termination of this Agreement,
Employee will not interfere with or disrupt or attempt to disrupt
Employer's business relationship with its customers or suppliers or
solicit the employees of Employer.
(c) During the term of this Agreement and for a period of twelve (12)
months from the date of termination of his employment hereunder for
whatever reason, Employee will not disclose or use or enable anyone
else to use any information or data which may be obtained by him or
available to him during the term of employment except if such
information is otherwise readily publicly available or is required to
be disclosed pursuant to a court order.
(d) In the event that Employee breaches any provisions of this Section 4
or there is a threatened breach, then, in addition to any other rights
which Employer may have, Employer shall be entitled to injunctive
relief to enforce the restrictions contained herein. In the event that
an actual proceeding is brought in equity to enforce the provisions of
this paragraph, Employee shall not urge as a defense that there is an
adequate remedy at law nor shall Employer be prevented from seeking
any other remedies which may be available.
(e) The existence of any claim or cause of action by Employee against
Employer, whether predicated upon this Agreement or otherwise, shall
not constitute a defense to the enforcement by Employer of the
foregoing restrictive covenants but shall be litigated separately.
5. TERMINATION
(a) Anything to the contrary notwithstanding, this Agreement shall
terminate 30 days after the Employee's (i) death or (ii) disability
for a period of not less than twenty-six consecutive weeks; provided,
however, that the provisions of Section 6 hereof shall remain in full
force and effect through the end of the term hereof.
(b) Employee's employment hereunder may be terminated for Cause by
Employer before the expiration of the term hereof by written notice to
Employee. "Cause" shall mean any of the following occurrences: (i)
Employee's commission of a crime which impacts Employer; (ii)
Employee's neglect of, or failure to, perform his duties hereunder;
(iii) Without limitation of the foregoing, Employee's failure to
satisfy the reasonable performance standards for a [ ] established by
the Board of Directors.
(c) Employee's employment may also be terminated without Cause by Employer
at any time by written notice to Employee.
6. SEVERANCE
In the event of termination of employment of Employee by Employer before
the expiration of the term hereof pursuant to Section 5(c) only, Employer will
provide Employee with severance pay in an amount equal to one-half of the
Employee's base annual salary, which shall be payable in a lump sum, discounted
based on the prime rate of Chase Bank then in effect, which lump sum shall be
payable within 30 days of the date of termination. Employer shall also continue
to provide to Employee any retirement benefits, life insurance, medical
insurance and disability insurance to which he is entitled pursuant to Section
3(c) through the end of the term hereof.
In the event of termination of employment of Employee before the expiration
of the term hereof pursuant to the provisions of Section 5(a) hereof, Employer
will: (i) provide Employee (or Employee's estate) with severance pay in an
amount equal to one year's base annual salary, which shall be payable in a lump
sum, discounted based on the prime rate of Chase Bank then in effect, which lump
sum shall be payable within 30 days of the date of termination; (ii) in the
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event of Employee's disability, continue to provide to Employee any retirement
benefits, life insurance, medical insurance and disability insurance pursuant to
Section 3(c) through the end of the term hereof; and (iii) in the event of
Employee's death, continue to provide Employee's spouse and minor children, if
applicable, with medical benefits pursuant to Section 3(c) through the end of
the term hereof.
7. NOTICES
All notices hereunder shall be in writing and shall be delivered in person
or given by registered or certified mail, postage prepaid, and sent to the
parties at the respective addresses above set forth. Either party may designate
any other address to which notice shall be given, by giving notice to the other
of such change of address in the manner herein provided.
8. SEVERABILITY OF PROVISIONS
If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provision shall be deemed
dependent upon any other covenant or provision unless so expressed herein.
9. GOVERNING LAW
This Agreement shall be construed and governed by the laws of the State of
Texas.
10. NON-WAIVER
The failure of either party to insist upon the strict performance of any
term or condition in this Agreement shall not be considered a waiver or
relinquishment of future compliance therewith.
11. ENTIRE AGREEMENT; MODIFICATION
This Agreement contains the entire agreement between the parties relating
to the subject matter hereof. No modification of this Agreement shall be valid
unless it is made in writing and signed by the parties hereto.
12. NON-ASSIGNMENT; SUCCESSORS
Neither party hereto may assign his or its rights or delegate his or its
duties under this Agreement without the prior written consent of the other
party; provided, however, that (i) this Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Employer upon any sale of
all or substantially all of the Employer's assets, or upon any merger,
consolidation or reorganization of the Employer with or into any other
corporation, all as though such successors and assigns of the Employer and their
respective successors and assigns were the Employer; and (ii) this Agreement
shall insure to the benefit of and be binding upon the heirs, assigns or
designees of the Employee to the extent of any payments due to them hereunder.
As used in this Agreement, the term "Employer" shall be deemed to refer to any
such successor or assign of the Employer referred to in the preceding sentence.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
ROCKPORT HEALTHCARE GROUP, INC.:
By:
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Xxxxx X. Xxxx, President and CEO
XXXX X. XXXXX:
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