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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the
1st day of July, 1994, between American HealthChoice (Texas), Inc., a Texas
corporation, (hereinafter called the "Company"), and Dr. J. Xxx Xxxxxx
(hereinafter called the "Employee").
WITNESSETH
WHEREAS, the Company owns and operates various health care service
businesses (all such businesses hereinafter being referred to collectively as
the "Business"); and
WHEREAS, the Company desires to employ the Employee upon the terms and
conditions hereinafter set forth, and the Employee desires to accept employment
with the Company and render services to the Company on such terms and
conditions;
NOW, THEREFORE, in consideration of the covenants and agreements
herein made, the parties hereto agree as follows:
A. Recitals: The above recitals are incorporated by reference
herein and made a part hereof as if set forth herein verbatim.
B. Employment: The Company hereby employs Employee, and Employee
hereby accepts employment with the Company, to serve as the Chief
Executive Officer of the Company. The Employee's duties shall
include, but not be limited to Those duties of a Chief Executive and
such other duties as the Company may from time to time reasonably
direct.
C. Term and Duties
1. The period of Employee's employment under this
Agreement shall be deemed to have commenced as of the
date first above written and shall continue for a
period of three (3) years thereafter.
2. During the period of employment hereunder and except
for illness, reasonable vacation periods and
reasonable leaves of absence, the Employee shall
devote all of the Employee's time, attention, skill
and efforts to the faithful performance of the
Employee's duties hereunder and the furtherance of
the Company's Businesses.
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D. Compensation
1. For all services rendered by Employee hereunder,
Employer shall pay Employee base salary of one
hundred eighty thousand ($180,000.00) per year,
payable in equal installments at the same intervals
as other Company employees. Deductions shall be made
from Employee's compensation for social security,
withholding tax and such other taxes as may from time
to time be required by governmental authorities.
2. Employee shall be considered for bonus compensation
annually from time to time based upon the overall
performance and financial condition of the Company
and in particular those areas of the Company's
business operations for which the Employee has
primary responsibility. Such bonus amounts shall be
determined by the Company's Compensation Committee
(the "Committee"). For purposes hereof, the
Committee shall be the Board of Directors of the
Company or a committee of the Board of Directors
consisting of not fewer than three members of the
Board of Directors. If the Committee is the Board of
Directors, it shall hold meetings and act as provided
in the Company's Bylaws. If the Committee is other
than the Board of Directors: (a) the Committee shall
hold its meetings at such times and places as it may
determine and shall maintain written minutes of its
meetings; (b) a majority of the members of the
Committee shall constitute a quorum at any meeting of
the Committee; (c) all determinations of the
Committee shall be made by the vote of a majority of
the members who participate in a meeting; (d) the
members of the Committee may participate in a meeting
of the Committee in person or by conference telephone
or similar communications equipment by means of which
all members can hear each other; and (e) any decision
or determination by written consent of all of the
members of the Committee shall be as effective as if
it had been made by a vote of a majority of the
members who participate in a meeting.
3. Employee is encouraged, from time to time, to incur
reasonable expenses in promoting the business of the
Company, provided that the business name and logo are
used, all in accordance with the directives of the
Company's Board of Directors. Such expenses include,
but are not limited to, expenses for travel,
entertainment and miscellaneous expenses incurred in
the conduct of the business of the Company. Employee
shall be entitled to reimbursement from the Company
for such expenses upon submission of proper
documentation thereof.
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E. Benefits
1. At such reasonable times as the Company shall, in its
discretion, permit, Employee shall be entitled,
without loss of pay, to up to 30 business days per
calendar year of combined vacation, personal, sick,
and holiday leave. Such leave shall be taken in such
a manner and at such times as shall be agreed upon by
Employee and the Company, subject to the following
conditions:
a. All leaves shall be scheduled in a reasonable
manner by the Employee with reasonable prior
notice to the Company. Employee is
responsible for ensuring appropriate
supervision of those areas of the Businesses
for which the Employee has primary
responsibility during such leaves.
b. Unused time off shall accrue or carry over
from one calendar year to the next only up to
36 months, provided that Employee shall be
entitled to compensation (at the Employee's
normal per diem rate) for unused time off.
2. So long as group health insurance is generally
available in the marketplace, and subject to such
exclusions and underwriting conditions as the insurer
may impose as to Employee, the Company shall pay the
cost of group health insurance for the Employee and
his dependents. The insurance provided for Employee
shall be the same as that provided for all other
employees of the Company, as the same may be modified
from time to time. This Agreement does not guarantee
Employee's insurability; rather, it merely requires
the Company to pay for the Employee's insurance on
the same basis as for other employees of the Company
so long as it is commercially available, until
termination hereof.
3. So long as the Company shall have a 401 (k) and/or
any other deferred compensation plan, Employee shall
be entitled to participate in all such deferred
compensation plans.
4. Company shall pay employee an automobile expense
allowance of $1,000.00 (one thousand) per month.
5. Company shall pay up to $1,500 per calendar year
toward the cost of continuing professional education
courses for Employee, provided that same are relevant
to Employee's duties hereunder. Expenditures of any
amount exceeding an aggregate total of $1,500 during
any one calendar year for continuing professional
education for Employee shall be submitted to the
Committee for its prior approval.
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F. Termination: Severance Pay
1. Subject to the provisions of subsection (4) below,
this Agreement shall be terminated upon the happening
of the first of any of the following events:
a. Whenever the Company and the Employee
mutually agree to terminate this Agreement; or
b. Upon the death of the Employee; or
c. At the latter of such time as Employee (i)
has been absent from work, disabled or
otherwise impaired from performing the
Employee's duties hereunder on a full-time
basis for a continuous period of ten (10)
weeks or a total of eighteen (18) weeks in
any consecutive twelve (12) month period, or
(ii) begins receiving disability insurance
benefits; or
d. Whenever the Employee accepts other
employment; or
e. If the Employee violates any provision of
this Agreement, and fails or refuses to cure
same within 15 days after notice thereof from
the Company (cure may be effected by written
acknowledgment of such violation if it is not
a continuing course of conduct); or
f. If the Employee violates any provision of the
Company's Shareholder Agreement while such
agreement is still in effect, and fails to
cure such violation within any applicable
grace period provided therein; or
g. Employee's failure or refusal to comply with
the accepted professional policies and
standards of the Company after written notice
thereof specifying the nature of such failure
or refusal; or
h. Any behavior which is repeated or persistent
following written notice from the Company and
which is egregious or materially adverse to
the normally harmonious and productive
conduct of the Company's Businesses; or
i. At the Company's option, at any time for
"cause", as hereinafter defined.
2. For purposes of this Agreement, the term "cause" is
defined to include: (a) the matters set forth in
sections (1)(d) through (1)(h) above; (b)
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fraud, dishonesty or conviction of or pleading no
contest to any felony; (c) embezzlement; or (d) the
imposition of any sanctions against Employee by
regulatory agencies governing the Company or the
Employee with respect to the Businesses of the
Company; or (e) alcohol or drug abuse.
3. Unless the Company determines, by unanimous vote of
its Board of Directors (exclusive of Employee), that
immediate termination of the Employee is necessary
for protection of the Company's Businesses or
property, the Company shall notify Employee in
writing at least fifteen (15) days in advance of any
proposed termination pursuant to subsection (1)(e)
through (1)(h) of this Section F (which notice shall
state the event for which Employee is proposed to be
dismissed in such detail as to permit a reasonable
assessment by Employee of the bona fides thereof),
and shall give Employee (a) such fifteen (15) days to
cure any breach or misconduct, if the same is capable
of being cured within such period; or (b) such
reasonable amount of time that the Board of Directors
determines is required in order to cure said breach
or misconduct.
4. In the event of termination of this Agreement for any
reason Employee shall be entitled to
termination/severance pay equal to six (6) months of
full salary (based on the Employee's most recent
monthly salary payment) (less any amounts due the
Company from the Employee). Upon receipt by Employee
of such termination/severance pay, all of Employee's
rights hereunder shall terminate.
G. Termination for Good Reason
1. Definitions: For purposes of this Section G the
following will be applicable:
a. Change in Control: (i) Acquisition by an
individual, business organization or related
group of individuals and business
organizations of the beneficial ownership of
25% or more of the Company's voting
securities; or (ii) election, at an annual
election of a class of directors, of persons
who are not nominated by the Board and who
comprise more than one-half of the class so
elected.
b. Good Reason: (i) Without the Employee's
express written consent, the assignment to
the Employee of any duties inconsistent with
the Employee's positions, duties,
responsibilities and status with the Company
immediately prior to a Change in Control, or
a change in the Employee's reporting
responsibilities, titles or offices as in
effect immediately prior to
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a Change in Control, or the Employee's
removal from or any failure to re-elect the
Employee to any of such positions, except in
connection with the termination of the
Employee's employment in accordance with the
provisions of Section F above, or by the
Employee other than for Good Reason; (ii) a
reduction by the Company in the employee's
base salary as in effect on the date hereof
or as the same may be increased from time to
time; (iii) a failure by the Company to
continue any incentive compensation plans in
which the Employee is presently entitled to
participate (the "Incentive Plans") as the
same may be modified from time to time but
substantially in the forms currently in
effect, or a failure by the Company to
continue the Employee as a participant in the
Incentive Plans on at least the same basis as
Employee presently participates in accordance
with the Incentive Plans; (iv) without the
Employee's written consent, the Employee's
reassignment by the practicality dictates a
change in the Employee's residence, except
for required travel on the Company's business
to an extent substantially consistent with
the Employee's present business travel
obligations; (v) the failure by the Company
to continue in effect any benefit or
compensation, life insurance, health and
accident, or disability plan in which the
Employee is participating at the time of a
Change in Control (or plans providing the
Employee with substantially similar
benefits), the taking of any action by the
Company that would adversely affect the
Employee's participation in or materially
reduce the Employee's benefits pursuant to
any such plans or deprive the Employee of any
material fringe benefit enjoyed by the
Employee at the time of the Change in
Control, or the failure of the Company to
provide the Employee with a number of paid
vacation days to which the Employee is then
entitled in accordance with the Company's
normal vacation policy in effect on the date
hereof; or (vi) any purported termination of
the Employee's employment that is not
effected in accordance with the provisions of
subsection F (3) above, which purported
termination shall not be effective for
purposes of this Agreement.
c. Person: Any individual, partnership,
corporation, limited liability company or
other group or entity, including two or more
persons acting as a partnership, limited
partnership, syndicate, association or other
group for the purpose of the acquisition,
possession or disposition of stock.
d. Effective Annual Compensation: The aggregate
total of the Employee's then current base
salary amount and bonus amount
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received by the Employee from the company
based on services provided to the Company
during the previous fiscal year.
2. Severance Benefits for Termination For Good Reason:
If the Employee, following a Change in Control,
terminates the Employee's employment as the President
and Chief Executive Officer of the Company for Good
Reason within one hundred twenty (120) days after the
occurrence of such Change in Control, the Employee
will be entitled to severance pay in the aggregate
amount of three (3) times the Employee's then current
Effective Annual Compensation, to be payable in three
(3) equal annual installments with the first
installment to be paid within thirty (30) days after
the Employee's termination and with each succeeding
installment occurring on the same day in each of the
two succeeding calendar years. The severance pay
shall be secured by an irrevocable letter of credit
drawn on a commercial bank designated by the
Employee. The Company, at its expense, will cause
the irrevocable letter of credit to be issued in
favor of the Employee within thirty (30) days after
the Employee's termination. The Employee will also
be entitled to the continuation of all the Employee's
employee benefits as of the date of the Change in
Control from the Employee's termination through the
end of the time period prescribed in this section for
the payment of severance pay.
H. Employee Cooperation: The Employee agrees to cooperate fully
with the Company, during as well as after the Employee's association
with the Company has terminated, in the investigation or defense of
all claims and/or any audits or other reviews conducted by or on
behalf of any third-party payer (including the Federal or state
government) arising out of or relating to the Businesses during the
Employee's association with the Company, and/or any proceedings
connected with the collection of any fees relating thereto. The
Employee agrees to complete, sign and furnish to the Company promptly
any documentation required or requested by any third-party payer in
connection with the examination, verification or review of any payment
relating to any services rendered by the Employee during the
Employee's association with the Company.
I. Disclosure of Confidential Information; Patient Records: The
Employee acknowledges that, as a result of the Employee's association
with the Company, the Employee will be making use of, acquiring and/or
adding to confidential information of a special and unique nature and
value, relating to such matters as the Company's confidential reports,
lists of referring physicians, third-party and direct payor contracts,
contracts with managed care plans, lists of patients and the fees paid
by such patients, and other confidential matters. As a material
inducement to Company to enter into this Agreement, and to pay to the
Employee the compensation referred to in Section D hereof, the
Employee covenants and agrees that the Employee shall not, at any time
during or following the term of this Agreement, directly or
indirectly, divulge, disclose
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or make any use of, for any purpose whatsoever, any confidential
information which has been obtained by or disclosed to the Employee as
a result of or otherwise in connection with the Employee's provision
of services hereunder. Such information of a confidential nature
includes, but is not limited to, referral source information, medical
records, scans, patient charts, patient ledgers, records of amounts
received from patients, patient lists, other financial records of the
Company and of patients, any and all insurance. Medicare and other
such records, and any other information of a private, internal or
confidential nature pertaining to the Company's Businesses, functions
or operations, including, without limitation, the nature of its
contractual relationships. In accordance with the foregoing, the
Employee further agrees that the Employee will at no time retain or
remove from the premises of the Company records of any kind or
description whatsoever for any purpose unconnected with the strict
performance of the Employee's services for the Company and that, upon
termination of the Employee's association with the Company for any
reason, the Employee will promptly return to the Company all lists,
books and records of or pertaining to the Company's patients and
Businesses, and all other property belonging to the Company, in the
Employee's custody, control or possession. The Employee hereby
acknowledges that all Company records shall be, and remain the
property of the Company, and the Employee shall not be entitled to
possession of or access to such records upon the termination of the
Employee's association with the Company.
In the event of a breach or threatened breach by the Employee
of any of the provisions of this Section I, the Company, in addition
to and not in limitation of any other rights, remedies or damages
available to the Company at law or in equity, shall be entitled to
preliminary and permanent injunctive relief in order to prevent or to
restrain any such breach by the Employee, or by the Employee's
partners, agents, representatives, servants, employers, employees
and/or any and all persons, directly or indirectly, acting for or with
the Employee. The provisions of this Section I shall survive the
termination of this Agreement.
J. Covenants Against Competition
1. The Employee acknowledges that the Employee's
services to be rendered hereunder are of a special
and unusual character which have a unique value to
Company, the loss of which may not adequately be
compensated by damages in an action at law, and
2. It is acknowledged by both parties to this Agreement
that Employee is engaged in (i) the ownership of
health care clinics, (ii) diagnostic facilities and
(iii) in providing management and consulting services
to healthcare professionals throughout the United
States of America, which activities are permitted to
the extent they do not interfere with Employee's
duties hereunder. The companies that are exempt from
this covenant not to compete section are listed on
Schedule A. Employee will refrain from soliciting or
attempting to solicit to employ any
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employee of the Company of any of its subsidiaries,
or committing any act the primary purpose of which is
to induce any employee of the Company to leave the
Company's employ, or significantly interfere with,
disrupt or attempt to disrupt any past, present or
prospective relationship, contractual or otherwise,
relating to the Company's business activities,
between the Company and its customers and suppliers.
3. In view of the foregoing and of the confidential
information to be obtained by or disclosed to the
Employee as hereinabove set forth (including, without
limitation, the confidential referral source lists
and information which are the proprietary property of
Company), and further as a material inducement to the
Company to enter into this Agreement and pay to the
Employee the compensation referred to in this
Agreement, the Employee covenants and agrees that,
during the term of this Agreement and for a period of
two (2) years after termination of this Agreement for
any reason (one year in the case of termination of
this Agreement in accordance with the provisions of
Subsection G (2)) including, but not limited to, the
expiration of this Agreement without renewal, neither
the Employee nor any person or entity under the
Employee's control shall, either directly or
indirectly, for the Employee's own account or as
agent, servant, partner, employee or shareholder of
any corporation, invest in (other than passive
investments of 5% or less in publicly traded
entities), manage or control any individual or entity
that is engaged in the trade or business of providing
medical, chiropractic or physical services, staffing
or health care personnel, or diagnostic health care
services in Dallas or Dallas County, Texas, or within
a 5-mile radius of any facility at which the Company
or any of its subsidiaries is then providing
services. Such covenant shall not be deemed or
constructed to prohibit the Employee from simply
treating patients (as opposed to being involved in
management, ownership or consulting). This section
shall apply only to transactions and situations
arising or occurring after the date of this
Agreement, and shall not apply to passive investments
in entities publicly traded over a regulated
securities exchange and does not apply to those
entities listed in Schedule A.
3. The Employee covenants and agrees that, if the
Employee shall violate any of the Employee's
covenants or agreements provided for pursuant to the
foregoing subsections of this Section J, the Company
shall be entitled to an accounting and repayment of
all profits, compensation, commissions, remunerations
or benefits which the Employee directly or indirectly
has realized and/or may realize as a result of,
growing out of or in connection with any such
violation: such remedy shall be in addition to and
not in limitation of any injunctive relief or other
rights
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or remedies to which the Company is or may be
entitled at law or in equity or under this Agreement.
It is specifically agreed that, if the Employee
attempts to or does act in contravention of this
Section J, the Company shall suffer irreparable
injury because of inter alia, the Employee's
knowledge of the Company's confidential information,
and the Company shall be entitled to obtain
preliminary and permanent injunctive relief
prohibiting such practice, in addition to any damages
which are suffered, together with reasonable
attorney's fees and other costs in connection with
any such litigation. Without limitation of the
foregoing, with respect to any action by the Company
for injunctive relief pursuant to this Section J, the
Employee hereby waives any defense to, such action on
the grounds of failure of the Company to show
irreparable injury from the Employee's breach of this
Section J.
4. The foregoing covenants by the Employee shall be
construed as an agreement independent of any claim or
right of the Employee hereunder. The existence or
alleged existence of any claim or cause of action by
the Employee against the Company, whether predicted
on this employment relationship or otherwise, shall
in no event constitute a defense against or waiver of
the Company's right to enforce the foregoing
covenants.
K. Reasonableness of Restrictions
1. The Employee has carefully read and considered the
provisions of Sections I and J hereof and, having
done so, agrees that the restrictions and remedies
set forth in such sections (including, but not
limited to, the time period of restriction, the
geographical area of restriction and the damages and
injunctive relief provisions therein) are fair and
reasonable and are reasonably required for the
protection of the interests of the Company.
2. In the event that, notwithstanding the foregoing, any
of the provisions of Section I or J shall be held to
be invalid or unenforceable, the remaining provisions
thereof shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable
parts had not been included therein. In the event
that any provision of Section J hereof relating to
time period and/or area of restriction shall be
declared by a court of competent jurisdiction to
exceed the maximum time period or area such court
deems reasonable and enforceable, said time period
and/or area of restriction shall be deemed to become
and thereafter be the maximum time period and/or area
which such court deems reasonable and enforceable.
L. Notices: Any notice or document required or desired to be
given to either party herein shall be in writing and shall be deemed
given (a) when sent registered mail,
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return receipt requested and postage prepaid, addressed to the party
at the address indicated below (or such other address as that party
may hereafter designate); or (b) when delivered personally to that
party at said address:
If to the Company:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
If to the Employee:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
M. Arbitration: Any claim, controversy or dispute with respect to
this Agreement shall be promptly submitted to arbitration
("Arbitration") for determination. The Arbitration shall be binding
upon the parties thereto, without a right by any party to a trial de
novo in a court of competent jurisdiction, and shall be conducted
under the auspices of the American Arbitration Association (herein
referred to as "Association") in Dallas County, Texas, and in
accordance with its Commercial Arbitration Rules, however:
1. The party seeking Arbitration shall give written
notice of a Demand to Arbitrate (herein referred to
as "Demand") to the other party and to the
Association; the Demand shall include (a) the issues
to be determined, (b) a copy of this arbitration
provision and (c) the designation of one arbitrator;
2. Within ten (10) days after receipt of the Demand, the
other party shall give (a) written notice (herein
referred to as "Response") to the party that demanded
arbitration and to the Association of any additional
issues to be arbitrated, (b) its answer to the issues
raised by the party that sent the Demand and (c) its
designation of a second arbitrator;
3. If a Response designating a second arbitrator is not
received within the aforesaid ten day time, the
Association shall designate the second arbitrator
forthwith.
4. The two arbitrators as designated pursuant to the
foregoing provisions shall then designate a third
arbitrator within ten (10) days after the designation
of the second arbitrator. If the two arbitrators
cannot agree
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on the designation of the third arbitrator within the
ten day time period allotted, the Association shall
designate the third arbitrator forthwith.
5. The arbitration panel as thus designated shall
proceed with the Arbitration by giving written notice
to all parties of its proceedings and hearings in
accordance with the Association's applicable
procedures. The Arbitration shall be conducted in
accordance with the Commercial Arbitration Rules of
the Association except as modified by this Agreement.
The arbitrators shall follow and apply the
substantive laws of the State of Texas, and, at all
hearings where evidence is taken, they shall follow
and apply the rules of evidence as then in effect in
the State of Texas. The cost of the Arbitration
shall be borne and paid equally between the parties
thereto, but that cost, along with all other costs
and expenses, including attorneys' fees, shall be
subject to award, in whole or in part by the
arbitrators in their discretion to the prevailing
party on the various issues arbitrated.
6. Upon written demand on any party to the Arbitration
for the production of documents reasonably related to
the issues being arbitrated, the party upon which
such demand is made shall forthwith produce, or make
available for inspection and copying, such documents
without the necessity of any action by the
arbitrators.
7. The arbitrators shall have the power to grant any and
all relief and remedies, whether at law or in equity,
that the courts in the State of Texas may grant. The
decision of the arbitrators shall be final and may be
enforced by any court, including the
______________________________, as if it were a
judgment of that court. The parties to this
Agreement expressly consent to the jurisdiction of
the Association and of the
__________________________________________.
N. Miscellaneous
1. Further Assurances: At any time, and from time to
time, each party will execute such additional
instruments and take such action as may be reasonably
requested by the other party to carry out the intent
and purposes of this Agreement.
2. Costs and Expenses: Each party hereto agrees to pay
its own costs and expenses incurred in negotiating
this Agreement and consummating the transactions
described herein.
3. Time: Time is of the essence.
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4. Entire Agreement: This Agreement constitutes the
entire agreement between the parties hereto with
respect to the subject matter hereof. It supersedes
all prior negotiations, letters and understandings
relating to the subject matter hereof.
5. Amendment: This Agreement may not be amended,
supplemented or modified in whole or in part except
by an instrument in writing signed by the party or
parties against whom enforcement of any such
amendment, supplement or modification is sought.
6. Assignment: This Agreement may not be assigned by
any party hereto without the prior written consent of
the other party.
7. Choice of Law: This Agreement will be interpreted,
construed and enforced in accordance with the laws of
the State of Texas.
8. Headings: The section and subsection headings in
this Agreement are inserted for convenience only and
shall not affect in any way the meaning or
interpretation of this Agreement.
9. Pronouns: All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the context may
require.
10. Number and Gender: Words used in this Agreement,
regardless of the number and gender specifically
used, shall be deemed and construed to include any
other number, singular or plural, and any other
gender, masculine, feminine or neuter, as the context
indicates is appropriate.
11. Construction: The parties hereto participated in the
preparation of this Agreement; therefore, this
Agreement shall be construed neither against nor in
favor of any of the parties hereto, but rather in
accordance with the fair meaning thereof.
12. Effect of Waiver: The failure of any party at any
time or times to require performance of any provision
of this Agreement will in no manner affect the right
to enforce the same. The waiver by any party of any
breach of any provision of this Agreement will not be
construed to be a waiver by any such party of any
succeeding breach of that provision or a waiver by
such party of any breach of any other provision.
13. Severability: The invalidity, illegality or
unenforceability of any provision or provisions of
this Agreement will not affect any other provision of
this Agreement, which will remain in full force and
effect,
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nor will the invalidity, illegality or
unenforceability of a portion of any provision of
this Agreement affect the balance of such provision.
In the event that any one or more of the provisions
contained in this Agreement or any portion thereof
shall for any reason be held to be invalid, illegal
or unenforceable in any respect, this Agreement shall
be reformed, construed and enforced as if such
invalid, illegal or unenforceable provision had never
been contained herein.
14. Enforcement: Should it become necessary for any
party to institute legal action to enforce the terms
and conditions of this Agreement, the successful
party will be awarded reasonable attorneys' fees at
all trial and appellate levels, expenses and costs.
15. Binding Nature: This Agreement will be binding upon
and will inure to the benefit of any successor or
successors of the parties hereto.
16. No Third-Party Beneficiaries: No person shall be
deemed to possess any third-party beneficiary right
pursuant to this Agreement. It is the intent of the
parties hereto that no direct benefit to any third
party is intended or implied by the execution of this
Agreement.
17. Counterparts: This Agreement may be executed in one
or more counterparts, each of which will be deemed an
original and 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 as
of the day and year first above written.
EMPLOYEE:
\s\ X. X. Xxxxxx
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COMPANY:
American HealthChoice, Inc.
By: \s\ X. X. Xxxxxx
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SCHEDULE A
Westheimer Chiropractic Clinic, Inc.
Central Houston Sports Injury & Rehab, Inc.
Health Dental Plus
Afton Investments
Rehabco
Mainstream Enterprises, L.L.C.
Vally Family Health Centre, L.L.C.
United Chiropractic of Hickory Hollow
Bexar Diagnostic Centre, L.L.C.
Xxxxxx Xxxxxx Sports Injury & Rehab, Inc. (2)
Omega Sports Injury & Rehab, Inc.
Beltline Chiropractic
New Braunfels Sports Injury & Rehab, Inc.
Back Pain Chiropractic
Trade Names:
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United Chiropractic
United Franchise
