EMPLOYMENT AGREEMENT
(Vice President)
AGREEMENT dated October 1, 1996, by and between HEALTHCARE
HEARING CLINICS, INC., a Washington corporation ("HealthCare"), and XXXXXXX X.
XXXXXX ("Employee").
RECITALS:
A. HealthCare operates audiology and hearing aid clinics in
the United States which provide services directly to members of the public and
through referrals from the medical community.
B. Employee is a principal shareholder in a number of
California corporations operated in conjunction with each other under the name
"Hearing Care Associates". Such corporations operate audiology and hearing aid
clinics in the Los Angeles, California, metropolitan area. Pursuant to a Merger
Agreement dated October 1, 1996 (the "Merger Agreement"), three of such
corporations Hearing Care Associates - Glendale, Inc., Hearing Care Associates -
Glendora, Inc., and Hearing Care Associates - Northridge, Inc. (such
corporations are hereinafter referred to as "HCA"), are being acquired by
HealthCare by means of a merger of HCA into HealthCare.
C. Employee has heretofore been an officer of HCA and
as a result possesses an intimate knowledge of the business
operations, policies, methods, and personnel of HCA.
D. Because of, among other matters, Employee's intimate
knowledge of HCA and his reputation and relationships with, among others,
clients, customers, suppliers, distributors, and employees of HCA, HealthCare
recognizes and Employee acknowledges the detrimental effect on the business
HealthCare is acquiring from HCA and the decreased value of such business which
would result if Employee were to enter into competition with HealthCare.
E. It is a material condition to HealthCare's obligation to
consummate the transaction provided for in the Merger Agreement and the other
transactions contemplated thereby that Employee enter into this Agreement.
TERMS:
In consideration of the premises and the mutual covenants
herein contained, the parties agree as follows:
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1. EMPLOYMENT RELATIONSHIP.
1.1 EMPLOYMENT. On the terms and conditions set forth herein,
HealthCare hereby employs Employee and Employee hereby accepts such employment
with HealthCare as Vice President-Business Development. The Employee shall be
responsible for developing relationships with existing managed care and group
benefit plans, and initiating and implementing managed care and group benefit
plans, for and on behalf of the entire HealthCare operation. During the period
of employment, the Employee shall perform such additional services not
inconsistent with his position as shall be designated by the President or the
Board of Directors of HealthCare, use his best efforts to promote the interests
of HealthCare, and serve as a director of HealthCare. During the term of
employment neither Employee's title nor responsibilities shall be diminished and
he shall continue to enjoy all the benefits, responsibilities, authority,
perquisites and participation in the management and affairs of HealthCare as may
be afforded comparable senior executive employees of HealthCare. For so long as
Employee serves as a director of HealthCare, HealthCare shall fully indemnify
Employee for the performance of his duties as a director and shall maintain
directors and officers liability insurance in such amounts and with such
carriers as are reasonable in HealthCare's industry. The failure of Employee to
be elected at any time as a director or the cessation of his services as such
through no fault of his own shall not affect nor reduce any of HealthCare's
obligations hereunder and shall not be considered a breach hereof. Employee
shall not be required to perform services at or relocate his practice to a
clinic other than the HCA clinic at which he currently or at any time performs
services hereunder without his prior consent. Employee understands that the
performance of his duties hereunder may require reasonable travel, but Employee
shall in no event be required to travel on weekends or holidays without his
consent.
1.2 EXCLUSIVE EMPLOYMENT. During the term of this Agreement,
Employee will devote his full working time, energy, attention, and skill to his
duties hereunder and to the promotion of HealthCare's business. During the term
of this Agreement, Employee shall not engage in any other business activity for
gain provided that this restriction shall not be construed to prohibit Employee
from making personal investments in such form and manner as will neither require
any material amount of time or services or violate any of the terms of this
Agreement.
2. TERM.
This Agreement is being entered into in contemplation of the
acquisition by HealthCare of the interests in HCA owned by Employee. This
Agreement shall become effective as of the date of closing of the merger
provided for in the Merger Agreement (the "Closing Date"). The initial term of
this Agreement shall commence as of the Closing Date and shall end on the fifth
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anniversary of such date. unless sooner terminated pursuant to the terms hereof.
Provided this Agreement has not been earlier terminated, upon the expiration of
the initial term hereof, it shall be renewed and continue for successive
additional 12-month periods until terminated. Either party hereto may terminate
this Agreement as of the end of the initial term or any renewal term by written
notice to the other party given at least 90 days prior to the end of the initial
or a renewal term.
3. COMPENSATION.
3.1 SALARY. For his services under this Agreement, Employee
shall receive a base salary of $110,000 per year which shall be paid (subject to
applicable payroll withholding deductions) in accordance with HealthCare's
payroll policy as in effect from time to time. For any partial month worked,
such salary shall be pro rated on a daily basis. If Employee's salary and other
remuneration is increased at any time during the term of this Agreement, it
shall not thereafter be decreased or diminished below the level of the most
recent increase.
3.2 BONUSES. For each of the first three fiscal years of
HealthCare which end after the date hereof, Employee shall be paid a bonus equal
to 9.04 percent of the aggregate net income of the clinics HCA is operating at
the date hereof in excess of a total of $486,390 ("Base Net Income"). It is
presently contemplated that HealthCare will acquire Employee's interest in
additional corporations operating under the name Hearing Care Associates. As
such additional corporations are acquired, Base Net Income shall be increased to
reflect such acquisitions in accordance with SCHEDULE 3.2 attached hereto.
Clinic net income shall be calculated in accordance with generally accepted
accounting principles applied on a consistent basis. In calculating such net
income, clinics shall be subject to a corporate overhead expense charge equal to
6 percent of gross revenues. Calculation of Employee's bonus shall be made in
accordance with the following example:
Revenue $ 4,000,000
Net Income $ 1,000,000
6% Overhead charge 240,000
-----------
Net Income after Overhead 760,000
Base Net Income 486,390
-----------
Excess 273,610
Bonus Percentage 9.04%
-----------
Bonus $ 24,734
===========
Bonus payments shall be made within 90 days following the end of each fiscal
year. In the event this Agreement and Employee's employment hereunder terminates
prior to the end of a fiscal year, Employee's bonus for such year shall be
computed based upon net income calculated through the date of termination.
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3.3 BENEFITS. During the term of this Agreement, HealthCare
shall provide to or for the benefit of Employee all benefits he currently enjoys
in connection with his position with HCA (excluding life and disability
insurance in excess of that provided to HealthCare's comparable senior managers
generally) at such levels of coverage he currently enjoys. Subject to the
foregoing, HealthCare shall provide to or for the benefit of Employee:
(a) Such insurance and other fringe benefits as HealthCare
shall establish from time to time for senior executive employees of
HealthCare including, without limitation, dependent medical and dental
insurance;
(b) During each calendar year of the term hereof, Employee
shall be entitled to 25 days vacation plus one Friday each month, nine
holidays, six days of sick leave, and three days of bereavement leave
(with such paid time off being prorated for partial years on a daily
basis); vacation time shall be scheduled by mutual agreement of
HealthCare and Employee; Employee shall also be entitled to five (or
such greater number as HealthCare shall approve) days each year
(prorated as specified above) to attend professional conferences or
seminars or to participate in other professional educational
activities, subject to prior approval by HealthCare;
(c) Professional liability insurance coverage in such amounts
as HealthCare shall from time to time deem appropriate but in no event
less than $1,000,000 per occurrence and $3,000,000 aggregate or such
greater amounts as may be appropriate and customary in the applicable
profession, with a highest-rated carrier;
(d) Reimbursement for all professional audiology
license fees and hearing aid dispensing license fees;
(e) HealthCare shall provide Employee reimbursement for the
cost of leasing an automobile up to a maximum of $600 per month and
shall reimburse Employee for all reasonable operating costs of the
leased automobile including insurance, gasoline, maintenance and
repairs;
(f) Employee shall be reimbursed for the cost of a cellular
telephone, two telephone lines at his residence, a facsimile machine at
his residence, a home computer at his residence, and answering and
paging services, and all costs, fees, charges, taxes and expenses
related to the use and operation of all of the foregoing.
(g) An allowance in an amount approved in advance by
HealthCare but not less than $1,000 per year during the term hereof
(prorated for partial years) for books, journals, professional and
other organization dues or membership fees
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and educational expenses related to the field of clinical audiology;
allowance payments shall be made when receipts are presented for
reimbursement; and
(h) Reimbursement of other reasonable business expenses to the
extent approved in advance by HealthCare or otherwise consistent with
HealthCare's policies applicable to its senior executive employees.
Employee shall also become entitled to participate in such bonus and profit
sharing plans as HealthCare may provide for the benefit of its senior executive
employees generally.
3.4 STOCK OPTIONS. HealthCare shall, effective as of the
Closing Date (as defined in Section 2 hereof), grant to Employee options to
purchase 200,000 shares of the common stock of HealthCare. The option exercise
price shall equal the closing price of a share of HealthCare common stock on the
Alberta Stock Exchange as of the close of business on the Closing Date less the
maximum discount permitted under the rules of the Alberta Stock Exchange. The
option shall become exercisable with respect to 50 percent of the shares it
covers after the first anniversary of the Closing Date and shall become
exercisable in full after the second anniversary of the Closing Date. Promptly
after the Closing Date, Employee will be elected to HealthCare's Board of
Directors. Upon being elected, Employee shall be granted options to purchase an
additional 200,000 shares of the common stock of HealthCare. The option exercise
price and the option exercise date shall be as provided above except that the
date of Employee's election to HealthCare's Board shall be substituted for the
Closing Date. It shall be a condition to the grant and exercise of such options
that Employee must make suitable arrangements for the payment of payroll
withholding taxes which HealthCare may be required to withhold upon such grant
or exercise.
4. NONDISCLOSURE; NONCOMPETITION.
4.1 PROPRIETARY INFORMATION. Employee acknowledges that as a
result of his prior relationship with HCA and in the course of his employment
with HealthCare, he has acquired and will learn trade secrets and confidential
information of HCA (which has been acquired by HealthCare under the Merger
Agreement) and HealthCare which if known to competitors could damage
HealthCare's business. Such confidential information will include, but not be
limited to, some or all of the following categories of information ("Proprietary
Information"):
(a) Financial Information including, but not limited to
information relating to revenues, assets, expenses, prices, pricing
structures, volume of purchases or sales or other financial data
whether related to HealthCare generally, or to particular products,
services, geographic areas, or time periods;
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(b) Supply and service information including, but not limited
to information relating to suppliers' names and addresses, terms of
supply and service contracts or of particular transactions, and related
information about potential suppliers to the extent that such
information is not generally known to the public, and to the extent
that the combination of suppliers or use of a particular supplier,
though generally known or available, yields advantages to HealthCare
the details of which are not generally known;
(c) Marketing information including, but not limited to
information relating to details of ongoing or proposed marketing
programs or agreements by or on behalf of HealthCare, sales forecasts,
advertising formats and methods or results of marketing efforts or
information about impending transactions;
(d) Personnel information including, but not limited to
information relating to personal or medical histories, compensation or
other terms of employment, actual or proposed promotions, hirings,
resignations, disciplinary actions, terminations or reasons therefore,
training methods, performance, or other information concerning
employees of HealthCare; and
(e) Client information including, but not limited to
information relating to past, existing or prospective client's names,
addresses or backgrounds, records of treatment, terms of sales or
agreements between clients and HealthCare, status of clients' accounts
or credit, or related information about actual or prospective clients
as well as client lists.
Employee agrees to keep all Proprietary Information
confidential. Except as may be necessary in the performance of his duties on
behalf of HealthCare, Employee will make no use of and will not communicate or
divulge to any party whatsoever any Proprietary Information. Employee will not
at any time after his employment with HealthCare terminates use any Proprietary
Information for his own benefit or on behalf of any person, firm, partnership,
association, corporation, or other party whatsoever. This covenant shall not
apply to any information that by means other than Employee's deliberate or
inadvertent disclosure becomes well known to the public or to disclosure
compelled by judicial or administrative proceedings after Employee diligently
(at HealthCare's expense) tries to avoid each disclosure and affords HealthCare
the opportunity to obtain assurance that compelled disclosures will receive
confidential treatment.
4.2 OWNERSHIP AND RETURN OF DOCUMENTS. Employee agrees that
all records or materials (written or in computer format), notes, memoranda or
other documents and all copies thereof relating to Proprietary Information, some
of which may be
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prepared by Employee, and all objects associated therewith in any way shall be
HealthCare's property. Employee shall not, except as may be necessary for use in
HealthCare's business operations, copy or duplicate any of the aforementioned
documents or objects, nor remove them from HealthCare's facilities nor use any
information concerning them except for HealthCare's benefit, either during his
employment or thereafter. Employee agrees that he will deliver all of the
aforementioned documents and objects that may be in his possession to HealthCare
on termination of his employment, or at any other time on HealthCare's request,
together with his written certification of compliance with the provisions of
this Section 4.2.
4.3 NONSOLICITATION AND NONCOMPETITION. Employee agrees that
during the term of this Agreement and for a period of 36 full calendar months
following the termination of Employee's employment hereunder, Employee will not,
directly or indirectly, for himself or on behalf of any other party:
(a) Be engaged directly or indirectly (as an individual or
stockholder, officer, director, partner, agent, employee, direct or
indirect owner or representative of any person, firm, corporation or
association) in any business competitive with the business being
carried on by HealthCare at such time of termination within Los Angeles
County and Orange County, California;
(b) Participate in, assist, engage in, advise or consult for,
lend money to, guarantee the debts or obligations of, permit his name
to be used by or in any way be connected with any business similar in
nature to all or any part of HealthCare's business or which competes in
any way with HealthCare's business;
(c) Call upon or endeavor to transact business in competition
with HealthCare with any party who was a client or customer of
HealthCare while Employee was employed hereunder (such period being
hereinafter referred to as the "Employment Period"); or
(d) Disturb, hire, entice away or in any other manner persuade
any employee, client, or customer of HealthCare who was an employee,
client, or customer of HealthCare during the Employment Period, to
alter, modify or terminate his, her, or its relationship with
HealthCare as an employee, client, or customer as the case may be.
Notwithstanding the foregoing, Employee may be a passive investor in up to 10
percent of the stock of any publicly traded company.
4.4 REMEDIES FOR BREACH. Employee acknowledges that
in the event of his breach of this Section 4, damages will be
difficult or impossible to ascertain, and it is therefore agreed
that HealthCare, in addition to, and without limiting any other
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remedy or right it may have, shall have the right to an injunction enjoining
said breach issued by a court of competent jurisdiction. In the event any
litigation or controversy between the parties hereto arises out of or in
connection with this Agreement, the prevailing party in such litigation or
controversy shall be entitled to recover from the other party all reasonable
attorney fees, expenses and costs, including those associated with any appellate
proceedings or post-judgment collection proceedings.
5. DEVELOPMENTS.
There shall become the exclusive property of HealthCare every
invention and improvement conceived, invented or developed by Employee during
the term hereof and for a period of one year thereafter relating to or usable in
(i) in any business then being carried on or actively contemplated by HealthCare
or (ii) the production of any product then being manufactured, sold, used or in
the process of development by HealthCare or which may be sold or used in
competition with any such product. With respect to all such inventive ideas
originated or developed by Employee while in the employ of HealthCare, or
developed by Employee within the period of one year thereafter, which relate to
the business or related products, designs, ideas or techniques sold, used or in
the process of development by HealthCare during the term, or as to which
Employee has acquired information as a result of such employment, and all
patents, trademarks and/or copyrights obtained on such inventive ideas:
(a) Employee agrees to disclose and assign, without charge but
at HealthCare's cost, all such inventive ideas and any patents,
trademarks and/or copyrights obtained thereon to HealthCare;
(b) Employee agrees that all such inventive ideas and any
patents, trademarks and/or copyrights thereof shall be the exclusive
property of HealthCare; and
(c) Employee will at HealthCare's cost, at any and all times,
furnish such information and assistance, and execute such applications
and other documents as may be requested by HealthCare to obtain both
domestic and foreign patents, trademarks and/or copyrights, title to
which is to be vested in HealthCare, and Employee gives HealthCare full
and exclusive power to prosecute all such applications and all
proceedings in connection therewith.
6. TERMINATION.
6.1 EXPIRATION OF TERM. If not otherwise terminated under this
Section 6, Employee's employment hereunder shall terminate upon expiration of
the term pursuant to Section 2 hereof.
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6.2 DEATH. The term and Employee's employment
hereunder shall terminate upon Employee's death.
6.3 DISABILITY. In the event Employee becomes physically or
mentally disabled so as to become unable, for a period of more than 90
consecutive working days or for more than 180 working days in the aggregate
during any 365-day period, to perform his duties hereunder on substantially a
full-time basis, HealthCare may at its option terminate the term and Employee's
employment hereunder upon not less than 30 days' written notice.
6.4 TERMINATION FOR GOOD CAUSE BY HEALTHCARE. HealthCare may
immediately terminate the term and Employee's employment hereunder for "Good
Cause." For the purposes of this Section 6.4, "Good Cause" shall mean
(a) Unlawful use or theft of property or monies of
HealthCare;
(b) Continued willful insubordination as to some
material matter after reasonable warning or reprimand;
(c) Conviction of a felony or serious misdemeanor
requiring intent or moral turpitude;
(d) Actively and intentionally pursuing interests of a
competitor to the detriment of the financial interests of
HealthCare;
(e) Failure to maintain a reasonable level of job performance
reasonably satisfactory to HealthCare (including failure to comply with
the provisions of this Agreement); or
(f) Any material breach by Employee of, or material
misrepresentation in, any representation, warranty or covenant of
Employee in the Merger Agreement.
The determination of whether Good Cause exists shall be made by HealthCare's
Board of Directors prior to any termination of Employee's employment, acting in
good faith after a hearing in which Employee, being represented by counsel if he
so desires, has the opportunity to present and defend his case.
6.5 TERMINATION WITHOUT GOOD CAUSE. This Agreement may be
terminated by HealthCare at any time without Good Cause. In the event this
Agreement is terminated without Good Cause by HealthCare, HealthCare shall pay
to Employee on the effective date of such termination a lump sum equal to the
salary due Employee for the balance of the term hereof. In addition, pursuant to
Section 3.2 hereof, Employee is entitled to receive specified bonus payments
during the term of this Agreement ("Bonuses"). In the event Employee's
employment by Hearing Care is terminated without cause:
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(i) Prior to the end of the first 12-month period of the term
hereof, Employee shall be entitled to receive a bonus for such period
computed as set forth in Section 3.2 and shall be entitled to receive
Bonuses during each of the second and third 12-month periods equal to
the greater of (x) the Bonus paid with respect to the first 12-month
period or (y) or the Bonuses for such periods computed as provided in
Section 3.2 hereof;
(ii) After the first anniversary of the date hereof but prior
to the second anniversary, Employee shall be entitled to receive
Bonuses during each of the second and third 12-month periods of the
term hereof equal to the greater of (x) the Bonus paid with respect to
the first 12-month period or (y) the Bonuses for such periods computed
as provided in Section 3.2 hereof; or
(iii) After the second anniversary of the date hereof but
prior to the third anniversary, Employee shall be entitled to a Bonus
for the third 12-month period of the term hereof equal to the greater
of (x) the average of the Bonuses received by Employee with respect to
first and second 12-month periods of the term hereof or (y) the Bonus
for such period computed as provided in Section 3.2.
Termination without Good Cause shall occur upon written notice to Employee,
which notice shall specify the effective date of termination to be no less than
60 days from the date of Employee's receipt of the notice. Employee agrees to
continue to render his normal and usual services consistent with this Agreement
and his normal practice during the entire 60-day notice period, unless the
period of rendition of such services is reduced or excused entirely by
HealthCare. Employee shall not be required to seek other employment in order to
mitigate damages suffered by Employee as a result of his termination without
Good Cause. Employee shall suffer no reduction or set-off in payment made under
this Section 6.5 due to other employment or compensation.
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6.6 TERMINATION FOR GOOD CAUSE BY EMPLOYEE. Employee may
terminate this Agreement and his employment hereunder for Good Cause. For
purposes of this Section 6.6, "Good Cause" shall mean (i) the continued material
violation by HealthCare of any of the provisions of this Agreement after
HealthCare has been provided with written notice of such violation and
HealthCare fails to cure such violation within 30 days after receipt of such
written notice or (ii) there has been a "change of control" affecting
HealthCare. For purposes of this Section 6.6 a "change of control" shall mean
that an individual who is not as of the date hereof a shareholder of HealthCare
acquires 40 percent or more of HealthCare's issued and outstanding common stock.
In the event of a termination for Good Cause by Employee, Employee shall be
entitled to receive severance pay as provided in Section 6.5 hereof. Employee
may terminate this Agreement at any time on 60 days notice without Good Cause
but shall, in such case, not be entitled to the benefits of this Section 6.6.
6.7 EFFECT OF TERMINATION. Upon the termination of this
Agreement, the obligations of the parties hereunder will cease except for (i)
HealthCare's obligation to pay Employee all amounts due Employee hereunder for
services or otherwise accruing prior to the date of termination, (ii)
HealthCare's obligation, if any, to pay severance to Employee pursuant to
Sections 6.5 and 6.6 hereof, (iii) Employee's obligations under Sections 4 and 5
hereof, and (iv) the parties' obligations under Sections 7 and 9 hereof.
7. ARBITRATION.
Except as provided in Section 4 hereof, any controversy or
disagreement between Employee and HealthCare shall be resolved exclusively by
arbitration in Los Angeles, California, in accordance with the rules of the
American Arbitration Association and judgment on any award or determination so
made may be entered for enforcement in any court having jurisdiction. If the
matter in controversy (exclusive of attorney fees and expenses) shall appear, as
at the time of the demand for arbitration, to exceed $50,000, then the panel to
be appointed shall consist of three neutral arbitrators; otherwise, one neutral
arbitrator. The arbitrator(s) shall allow such discovery as the arbitrator(s)
determine appropriate under the circumstances and shall resolve the dispute as
expeditiously as practicable, and if reasonably practicable, within 120 days
after the selection of the arbitrator(s). The arbitrator(s) shall give the
parties written notice of the decision, with the reasons therefor set out, and
shall have 30 days thereafter to reconsider and modify such decision if any
party so requests within ten days after the decision. Thereafter, the decision
of the arbitrator(s) shall be final, binding, and nonappealable with respect to
all persons, including (without limitation) persons who have failed or refused
to participate in the arbitration process.
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8. ASSIGNMENT.
Each party acknowledges that this is a personal service
contract and that no assignment of this Agreement or any interest therein may be
made by either party without the express written consent of the other. This
Agreement shall be assignable and transferable by HealthCare to any
successor-in-interest, parent, subsidiary, or affiliate of HealthCare.
9. GENERAL.
9.1 GOVERNING LAW. This Agreement shall be subject to and
governed by the laws of the State of California, excluding any choice of law
rules that may direct the application of the laws of another jurisdiction.
9.2 BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of HealthCare and Employee and their respective heirs,
legal representatives, executors, administrators, successors, and permitted
assigns.
9.3 INTEGRATION; AMENDMENT; WAIVER. This Agreement sets forth
all of the understandings between the parties with respect to its subject matter
and supersedes any and all other agreements, either oral or in writing, between
the parties with respect to the subject hereof. No change or modification of
this Agreement shall be valid unless in writing and signed by the party against
which it is to be enforced. No waiver of any provision of this Agreement shall
be valid unless written and signed by the person or party to be charged.
9.4 SEVERABILITY. If any provision of this Agreement shall be
determined to be unenforceable because the terms are excessive or unreasonable
then such provision shall be reduced to the maximum reasonable limit and
enforced as reduced. In the event that any one or more of the provisions
contained in this Agreement shall be determined to be invalid, illegal, or
unenforceable in any respect, the enforceability of such provisions in every
other respect and of the remaining provisions of this Agreement shall not in any
way be impaired.
9.5 NOTICES. All notices or other communications hereunder
shall be given in writing and shall be personally delivered or sent by private,
overnight courier service addressed as follows:
If to HealthCare: HealthCare Hearing Clinics,
Inc.
c/o HealthCare Capital Corp.
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
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With a copy to: G. Xxxx Xxxxxxx
Miller, Nash, Wiener, Hager &
Xxxxxxx
000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
If to Employee: Xxxxxxx Xxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
With a copy to: Xxxx X. Xxxxxxxx
Xxxxxxx, Carton & Xxxxxxx
000 X. Xxxxx Xxxxxx, Xxx. 0000
Xxxxxxx, Xxxxxxxx 00000
If personally delivered a notice shall be deemed given upon receipt. If sent by
courier, a notice shall be deemed given on the next business day after it is
delivered to the courier addressed as provided above with charges prepaid. Any
party to this Agreement may change its address for notices by giving notice in
accordance with this section.
9.6 HEADINGS. The headings of this Agreement are
inserted for convenience only and are not to be considered in the
construction of the provisions hereof.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above-written.
EMPLOYEE: HEALTHCARE:
HEALTHCARE HEARING CLINICS,
INC.
/S/ XXXXXXX X. XXXXXX By /S/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx President
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