Exhibit 10.1
The Board of Directors
Integrated Physician Systems, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
RE: Employment Agreements
Gentlemen:
This letter shall serve to confirm our agreement that, not
withstanding the express language of our employment agreements, the term of
such agreement shall not commence until December 1, 1997.
This letter agreement constitutes a formal Amendment to Exhibit "A" of
our employment agreements as it relates to paragraph 3 of such agreements.
Intending do be legally bound hereby, we have hereunto set our hands and
seals the day and year first above written.
/s/ Xxxxx X. Xxxxxx, M.D.
-------------------------
Xxxxx X. Xxxxxx, M.D.
/s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxx, M.D.
--------------------------
Xxxxxx X. Xxxxxx, M.D.
EMPLOYMENT AGREEMENT
AGREEMENT made this 16th day of June, 1997, by and between INTEGRATED
PHYSICIAN SYSTEMS, INC. a Delaware business Corporation, with a principal
place of business at 000 Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx, (hereinafter
referred to as "Company") and XXXXX X. XXXXXXX, an adult individual residing
at 0000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000, (hereinafter referred to as
"Employee".)
WHEREAS, Company wishes to hire and employ Employee on the terms and
conditions hereinafter set forth; and
WHEREAS, Employee wishes to accept such employment in return for the
compensation set forth herein.
NOW, THEREFORE, in return for the mutual covenants and conditions set
forth herein, and for other good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto do agree as follows:
1. Employment
Company hereby employs Employee and Employee hereby accepts
employment by Company for the period and upon the terms and conditions
contained in this Agreement.
2. Duties
(a) Employee shall serve Company generally in the capacity
described on Exhibit A, attached hereto and incorporated herein by this
reference, and shall have such authority and responsibilities as Company may
reasonably determine from time to time. Employee shall perform any other
duties reasonably required by Company.
(b) Throughout the term of this Agreement, Employee shall devote
his entire business working time, energy, skill and best efforts to the
performance of his duties hereunder in a manner which will faithfully and
diligently further the business and interests of Company.
3. Term
Unless sooner terminated as herein provided, this Agreement shall
be for the term set forth on Exhibit A attached hereto and incorporated
herein by this reference.
4. Compensation
(a) For all of the services rendered by Employee to Company,
Employee shall receive the compensation set forth on Exhibit A attached
hereto, payable in reasonable periodic installments in accordance with
Company's regular payroll practices in effect from time to time.
(b) Throughout the term of this Agreement and provided that
Employee shall be deemed to be a full-time employee, Employee shall be
provided the health, dental, life and disability insurance benefits set forth
in paragraph 4 of Exhibit "A" attached hereto, and shall be entitled to
participate in the Company's 401K plan as described in paragraph 5 of Exhibit
"A".
(c) Employee shall be entitled to the paid vacation set forth on
Exhibit A attached hereto.
(d) During Employee's employment hereunder, Company shall reimburse
Employee for all ordinary and necessary business expenses incurred by him in
connection with the business of Company. Such payments shall be made by
Company upon submission by Employee of vouchers itemizing such expenses in a
form reasonably satisfactory to Company.
5. Disability
If Employee becomes unable to perform his/her duties hereunder due
to partial or total disability or incapacity resulting from a mental or
physical illness or any similar cause, and such disability continues for a
period in excess of sixty (60) consecutive days in any one hundred and eighty
(180) day period, Company shall have the right to terminate this Agreement upon
thirty (30) days written notice to Employee. In the event of such
disability, Company shall pay Employee his then current compensation,
including any and all accrued salary, bonus compensation and vacation pay,
through the date of the commencement of Employee's entitlements under
Company's long-term disability insurance policy. Thereafter, Company shall
have no further obligations or liabilities to Employee hereunder.
6. Death
If Employee dies, this Agreement shall automatically terminate and
all payments hereunder shall cease at the end of the month in which
Employee's death shall occur and Company shall have no further obligations or
liabilities hereunder to Employee's estate or legal representative or
otherwise, other than the payment of any and all accrued bonus compensation
and accrued vacation pay.
7. Discharge for Cause
(a) Notwithstanding the state term of employment, this Agreement
and the Employee's employment may be sooner terminated by the Company for any
of the following reasons:
(i) The willful failure or refusal of Employee to perform
his duties as may, from time to time, be delegated to him by the Company,
through the Board of Directors.
(ii) Employee's gross negligence which materially and
adversely affects the business or affairs of the Company.
(iii) Any act by Employee of fraud, dishonesty or criminal
wrongdoing, which materially adversely effects the Company.
(iv) Any intentional or willful breach by Employee of any
material covenant of this Agreement including but not limited to the
provisions regarding noncompetition and confidentiality.
All of the foregoing shall be, separately and collectively,
known as "cause" for termination.
(b) The Company shall effect termination pursuant to this Section 7
by written notice to Employee specifying in reasonable detail the
circumstances alleged by Company to constitute "cause" and the specific
provisions of this Section 7 relied upon in effecting such termination. The
date of such termination shall be the date ten (10) days after Company gives
such notice of termination to Employee. If the grounds for termination are
solely the grounds set forth in Section 7(a)(ii) or (iv) above, then during
such ten (10) day period, Employee shall be afforded an opportunity to
discuss the basis for such termination with the full Board of Directors of
the Company, and Employee shall, at his election exercised in writing prior
to the expiration of such ten (10) day period, be entitled to a period of not
less than thirty (30) days after the date of such discussion to attempt to
remedy or cure the conduct alleged to constitute such grounds and the harm
caused thereby if in the good faith judgment of the Board of Directors such
conduct and harm is capable of being remedied or cured within such thirty
(30) day period. If, after the expiration of such cure period, the Employee
has not in the good faith judgment of the Board of Directors remedied or
cured the conduct alleged to constitute such grounds and the harm caused
thereby, the termination shall be effective upon notice to Employee of such
adverse Board judgment.
(c) In the event of early termination of Employee's employment
hereunder, for any reason, Employee shall, simultaneously with such
termination, be conclusively deemed to have resigned any other position he
might hold with the Company. Employee agrees to execute any and all
documents reasonably requested of him by Company's Board of Directors to
evidence such resignation(s).
8. Compensation Upon Termination
In the event that the Employee's employment and this Agreement is
terminated by Company prior to the end of its term, for cause as is set forth
in paragraph 7 hereof, Company shall pay to Employee, as severance
compensation, in circumstances other than by Employee's death or disability,
or other than as a result of change in control of the Company, an amount equal
to two months' salary. This amount shall be in addition to all compensation
earned or accrued by Employee through the last day of actual employment. In
the event that Employee's employment is terminated by the Company as a result
of change in control of the Company, the Company shall pay to Employee, as
severance compensation, an amount equal to two times (i) Employee's base
annual salary and (ii) Employee's maximum potential annual bonus
compensation. After the payment of such severance compensation, Company
shall have no further obligation or liability to Employee hereunder.
9. Key Man Insurance. Company shall have the right to obtain, at its sole
discretion, what is commonly known as Key Man Insurance on the life of the
Employee in such amount as the Company deems appropriate. Executive agrees to
cooperate in all respects in the obtaining of such a policy. All expenses
involved in connection with the obtaining and maintaining of such a policy
shall be paid by the Company.
10. Company Property; Noncompetition
(a) All research, experiments, discoveries, inventions, improvements,
materials or information, including without limitation, reports, analysis,
handbooks, manuals, invoices, price lists or information, customer lists,
information about costs, profits, markets, sales, pricing, methods and other
business affairs including future expansion plans, or any other materials or
data of any kind furnished to Employee by Company or developed by Employee on
behalf of Company or at Company's direction or for Company's use or otherwise
in connection with Employee's employment hereunder, are and shall remain the
sole and confidential property of Company, and Employee shall immediately
deliver the same to Company at the termination of Employee's employment or at
any other time if so requested by Company.
(b) During the term of this Agreement and at all times thereafter,
Employee shall not use for his/her personal benefit, or disclose, communicate
or divulge to, or use for the direct or indirect benefit of any person, firm
association, or company other than the Company, any material referred to in
subparagraph (a) above or any information regarding the business methods,
business policies, procedures, techniques, research or development projects
or results, trade secrets, or any other confidential information relating to
or dealing with the business operations or activities of the Company.
(c) During the term of this Agreement and for a period of two (2)
years after termination of his/her employment with Company for any reason
whatsoever, Employee shall not directly or indirectly induce or attempt to
influence any employee of Company to terminate his employment with Company.
(d) During the period of time which Employee is employed by Company
pursuant to the terms of this Agreement and for a period of two (2) years
thereafter, without the prior written consent of Company, Employee shall not,
directly or indirectly, within a State wherein Company then does business,
own, manage, operate, join, control, finance, or participate in the
ownership, management, operation, control, or financing of, or be connected
as an officer, director, employee, partner, principal, agent, representative,
or otherwise, with any enterprise, business, firm or corporation which is in
competition with the Company. If Employee violates the provisions of this
Paragraph 10 (d), the restrictive period set forth herein shall be extended
by a period of time equal to the number of days, if any, during which the
Employee is in violation of the provisions hereof.
(e) Employee hereby acknowledges and agrees that the covenants and
restrictions contained in this Paragraph 10 relate to matters which are of a
special, unique, and extraordinary importance to Company. Employee
acknowledges that the restrictions contained in the foregoing subparagraphs
are reasonable and necessary in order to protect the legitimate interests
of Company and that without such restrictions, Company would be unwilling to
enter into this Agreement. Employee acknowledges that any violation of any of
the terms hereof will result in irreparable injury to Company for which money
damages alone will be insufficient. Accordingly, Employee agrees that Company
shall be entitled to obtain from any Court of competent jurisdiction,
preliminary and permanent injunctive relief for a violation or threatened
violation of any such restrictions without having to prove actual damages or
to post a bond. Company shall also be entitled to an equitable accounting of
all earnings, profits, and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled in law or equity. Employee hereby waives any
objections on the grounds of improper jurisdiction or venue to the
commencement of an action in the state of New Jersey and agrees that
effective service of process may be made upon him/her by mail under the
notice provisions contained in this Agreement. EMPLOYEE ACKNOWLEDGES THAT THE
TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. EMPLOYEE
REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE
OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE FULL
EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY KNOWINGLY
AND VOLUNTARILY AGREES TO BE BOUND HEREBY.
(f) It is the intent of the parties that the provisions of this
Paragraph 10 be enforceable to the fullest extent permitted by law. If,
however, any portion of any section of this Agreement including the
restrictive covenant as set forth herein is held by a court of law to be
unreasonable in any proceeding, then the period of time, the geographic area,
or such other restrictions shall be reduced by the elimination or reduction
of such portion thereof, so that such restrictions may be enforced in a
manner that is adjudged to be reasonable.
11) Miscellaneous
(a) Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement, shall be governed by
and construed in a accordance with the laws of the State of New Jersey.
(b) Indulgences, etc. Neither the failure nor any delay on the part
of either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege, for a
particular occurrence, constitute a waiver with respect to any other
occurrence.
(c) Binding Nature. This Agreement shall be binding upon and inure to
the benefit of Company and its successors and assigns and shall be binding
upon Employee, his heirs and legal representatives.
(d) Entire Agreement. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied,
oral or written, except as herein contained. This Agreement may not be
modified or amended other than by an agreement in writing, signed by the
parties.
(e) Assignment. This Agreement may be assigned by Company upon thirty
(30) days written notice to Employee. Employee may not assign his duties,
obligations or entitlements hereunder.
(f) Right To Independent Counsel. The parties hereto recognize that
this Agreement is a legal document which may affect them adversely.
Consequently, the parties acknowledge that prior to executing this Agreement
they were given the opportunity to seek the advice of independent legal
counsel regarding the provisions of this Agreement and their legal
involvement herein. By executing this Agreement, the parties acknowledge that
they have reviewed this Agreement with independent counsel or have waived
their opportunity to do so.
(g) Expenses of Agreement. Each of the parties hereto shall bear its
own expenses incurred in connection with the negotiation, preparation and
execution of this Agreement and the consummation of the transactions
contemplated hereby.
(h) Notices. Any notice required to be given pursuant to the terms of
this Agreement shall be in writing and sent by registered mail or nationally
recognized carrier, to the parties at the following addresses:
To Company at:
Integrated Physician Systems, Inc.
000 Xxxx Xxxx
Xxxxxxxxx, XX
To Employee at:
0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
INTEGRATED PHYSICIAN SYSTEMS, INC.
Attest: By: /s/ Xxxxxx X. Xxxxxx
----------------------------- --------------------------------
EMPLOYEE:
Witness: /s/ Xxxxxx X. Xxxxxxxx /S/ Xxxxx X. Xxxxxxx
---------------------------- ------------------------------------
XXXXX X. XXXXXXX
EXHIBIT "A"
EMPLOYMENT AGREEMENT BETWEEN
INTEGRATED PHYSICIAN SYSTEMS, INC. AND XXXXX X. XXXXXXX
-------------------------------------------------------
DUTIES - (Pursuant to Paragraph 2) - Employee shall occupy the office of
Chief Executive Officer of the Company and shall have all duties and
responsibilities attendant to such position including such duties as are set
forth in the by-laws of the Company and as may be imposed by the Board of
Directors of the Company from time to time. Employee shall also serve as
Chief Financial Officer of the Company, and, as such, shall be responsible
for all financial affairs of the Company including financial reporting.
Employee shall report to and follow the directions of the Board of Directors
of the Company. Employee shall serve as one of management's representatives
on the Board of Directors of the Company. Employee shall be indemnified and
held harmless by the Company for all acts of Employee as an officer or
director of the Company in accordance with (i) the provisions set forth in
the amended articles of incorporation of the Company, (ii) the provisions set
forth in the by-laws of the Company, and (iii) the provisions of the
directors and officers liability insurance policy to be maintained by the
Company. Company shall provide Employee with copies of the articles of
incorporation, the by-laws, and the insurance policy.
TERM - (Pursuant to Paragraph 3) - This Agreement shall be for a term of
three years, commencing on August 1, 1997. This Agreement shall not be
terminated except in accordance with its terms.
COMPENSATION - (Pursuant to Paragraph 4) -
1) Salary - For all of his services to be rendered hereunder,
including his service on the Board of Directors and any committees thereof,
Employee shall be paid an annual salary of Two Hundred Thousand ($200,000)
Dollars during his first year of employment hereunder. Employee's
compensation for the second year of employment shall be the initial annual
compensation, increased by a factor equal to the prior year's inflation.
Employee's compensation for the third year of employment hereunder shall be
as mutually agreed upon by the parties after good faith negotiations at the
end of the second employment year, provided, however, that in no event shall
such third year compensation be less than the compensation paid in the second
year of employment increased by factor equal to the prior year's inflation.
2) Bonus - Employee shall be entitled to an annual bonus in an
amount equal to either 10%, 20%, or 30% of base compensation, depending upon
the achievement, by the Company, of certain financial and operational goals,
the definition of which shall be provided to Employee by the Board of
Directors of the Company prior to the commencement of employment hereunder.
Employee shall receive the most favorable bonus as shall have been paid to
any other executive officer of the Company. Bonus compensation hereunder
shall be paid to Employee within ninety (90) days of the end of the period of
measurement thereof.
3) Automobile Allowance - Employee shall be paid a monthly
automobile allowance in the amount of Six Hundred ($600) Dollars which is
intended to represent reimbursement to Employee of all costs incurred in the
operation of his automobile on Company business. The amount set forth herein
shall be the maximum amount allowed to Employee for any automobile expenses.
4) Health, Dental, Disability and Life Insurance - Employee shall
receive, at no cost to Employee, full coverage for Employee and his
dependents, in such health, dental, accident and long-term disability
insurance as shall be in force in the Company from time to time. Employee
shall receive from the Company, at no cost to Employee, life insurance on the
life of Employee in an amount equal to the Employee's annual salary
hereunder. Employee may, subject to the provisions of the group life
insurance contract, purchase additional life insurance at Employee's sole
cost and expense.
5) 401 (K) Plan/Stock Option Plan - Employee shall be entitled to
participate in any 401(K) or employee stock option plan adopted by the
Company. The amount of contribution thereto by Company, if any, shall be at
Company's sole discretion.
6) Vacation - Employee shall be entitled to four (4) weeks paid
vacation during each year of employment hereunder which may be accumulated up
to a maximum of eight (8) weeks during any one calendar year.
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
This amendment to that certain Employment Agreement (the "Agreement")
dated the 1st day of April, 1997, by and between INTEGRATED PHYSICIAN
SYSTEMS, INC. ("IPS") as Company and XXXXXX X. XXXXXX, M.D., as Employee.
WITNESSETH:
WHEREAS, Company and Employee have heretofore agreed upon the terms and
conditions of the employment of Employee by Company, and
WHEREAS, Company and Employee have agreed to amend said Agreement and
desire that this writing reflect said amendment,
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
do agree as follows:
1. AMENDMENT TO EXHIBIT "A" OF THE AGREEMENT. The parties do hereby agree
that effective with the date hereof, Exhibit "A" of the Agreement is changed
to read as set forth in the attached Amended Exhibit "A".
2. AFFIRMATION OF AGREEMENT. The parties do hereby agree that in all
other respects, the Agreement is, and shall remain, in full force and effect.
IN WITNESS WHEREOF, intending to be legally bound, the parties have set
their hands and seals this ___ day October 1997.
INTEGRATED PHYSICIAN SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx, M.D.
-------------------------------
Xxxxxx X. Xxxxxx, M.D.
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT made this 1st day of April, 1997, by and between INTEGRATED
PHYSICIAN SYSTEMS, INC. a Delaware business Corporation, with its principle
place of business at 000 Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx, (hereinafter
referred to as "Company") and Xxxxxx X. Xxxxxx, M.D., an adult individual
residing at 00 Xxxx Xxxxx Xxxx, Xxxxxxx, XX 00000, (hereinafter referred to
as "Employee".)
WHEREAS, Company wishes to hire and employ Employee on the terms and
conditions hereinafter set forth; and
WHEREAS, Employee wishes to accept such employment in return for the
compensation set forth herein.
NOW, THEREFORE, in return for the mutual covenants and conditions set
forth herein, and for other good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto do agree as follows:
1. Employment
Company hereby employs Employee and Employee hereby accepts
employment by Company for the period and upon the terms and conditions
contained in this Agreement.
2. Duties
(a) Employee shall serve Company generally in the capacity
described on Exhibit A, attached hereto and incorporated herein by this
reference, shall be an authorized agent of the Company, and shall have such
authority and responsibilities commensurate with the position held, as
Company may reasonably determine from time to time. Employee shall perform
any other duties reasonably required or requested by Company.
(b) Throughout the term of this Agreement, Employee shall
devote his entire business working time, energy, skill and best efforts to
the performance of his duties hereunder in a manner which will faithfully and
diligently further the business and interests of Company.
3. Term
Unless sooner terminated as herein provided, this Agreement
shall be for the term set forth on Exhibit A attached hereto and incorporated
herein by this reference.
4. Compensation
(a) For all of the services rendered by Employee to Company,
Employee shall receive the compensation set forth on Exhibit A attached hereto,
payable in reasonable periodic installments in accordance with Company's
regular payroll practices in effect from time to time.
(b) Throughout the term of this Agreement and provided that
Employee shall be deemed to be a full-time employee, Employee shall be
entitled to participate in and receive the benefits of any pension, profit
sharing plan, or 401K plan. Company will provide Employee and his
designated dependents with Company paid health, life, accident and disability
insurance in addition to any other plans or programs that are paid for other
similarly situated employees of Company.
(c) Employee shall be entitled to the paid vacation set forth on
Exhibit A attached hereto.
(d) During Employee's employment hereunder, and in accordance with
Exhibit "A" attached hereto, Company shall reimburse Employee for all
ordinary and necessary business expenses incurred by him in connection with
the business of Company, including, but not limited to reimbursement for use
of home telephone, home fax, and personal cellular phone. Such payments shall
be made by Company upon submission by Employee of vouchers itemizing such
expenses in a form reasonably satisfactory to Company.
5. Disability
If Employee becomes unable to perform his/her duties hereunder due
to partial or total disability or incapacity resulting from a mental or
physical illness or any similar cause, and such disability continues for a
period in excess of sixty (60) consecutive days in any one hundred and eighty
(180) day period, Company shall have the right to terminate this Agreement
upon thirty (30) days written notice to Employee. In the event of such
disability, Company shall pay Employee his then current compensation,
including any and all accrued salary, bonus compensation and vacation pay,
through the date of the commencement of Employee's entitlements under
Company's long-term disability insurance policy. Thereafter, Company shall
have no further obligations or liabilities to Employee hereunder.
6. Death
If Employee dies, this Agreement shall automatically terminate and
all payments hereunder shall cease at the end of the month in which
Employee's death shall occur and Company shall have no further obligations or
liabilities hereunder to Employee's estate or legal representative or
otherwise.
7. Discharge for Cause
(a) Notwithstanding the stated term of employment, this Agreement
and the Employee's employment may be sooner terminated by the Company for any
of the following reasons:
(i) The willful failure, or refusal of Employee to perform his
duties as may, from time to time, be delegated to him by the Company, through
the President, the Chief Executive Officer, or the Board of Directors.
(ii) Employee's gross negligence or intentional failure to act
which materially and adversely affects the business or affairs of the Company.
(iii) Any act by Employee of fraud, dishonesty or criminal
wrongdoing.
(iv) Any intentional or willful breach by Employee of any
material covenant of this Agreement including but not limited to the
provisions regarding noncompetition and confidentiality.
All of the foregoing shall be, separately and collectively, known
as "cause" for termination.
(b) The Company shall effect termination pursuant to this Section 7
by written notice to Employee specifying in reasonable detail the
circumstances alleged by Company to constitute "cause" and the specific
provisions of this Section 7 relied upon in effecting such termination. The
date of such termination shall be the date ten (10) days after Company gives
such notice of termination to Employee. If the grounds for termination are
solely the grounds set forth in Section 7(a)(ii) or (iv) above, then during
such ten (10) day period, Employee shall be afforded an opportunity to
discuss the basis for such termination with the full Board of Directors of
the Company, and Employee shall, at his election exercised in writing prior
to the expiration of such ten (10) day period, be entitled to a period of not
less than thirty (30) days after the date of such discussion to attempt to
remedy or cure the conduct alleged to constitute such grounds and the harm
caused thereby if in the good faith judgment of the Board of Directors such
conduct and harm is capable of being remedied or cured within such thirty
(30) day period. If, after the expiration of such cure period, the Employee
has not in the good faith judgement of the Board of Directors remedied or cured
the conduct alleged to constitute such grounds and the harm caused thereby,
the termination shall be effective upon notice to Employee of such adverse
Board judgment.
(c) In the event of early termination of Employee's employment
hereunder, for any reason, Employee shall, simultaneously with such
termination, be conclusively deemed to have resigned any other position he
might hold with the Company. Employee agrees to execute any and all documents
reasonably requested of him by Company's Board of Directors to evidence such
resignation(s).
8. Compensation Upon Termination.
In the event that the Employee's employment and this Agreement is
terminated by Company prior to the end of its term,
Company shall pay to Employee, as severance compensation, in circumstances
other than by Employee's death or disability, or other than as a result of
change in control of the Company, an amount equal to two months' salary. This
amount shall be in addition to all compensation earned or accrued by
Employee through the last day of actual employment. In the event that
Employee's employment is terminated by the Company as a result of change in
control of the Company, the Company shall pay to Employee, as severance
compensation, an amount equal to two times (i) Employee's base annual salary
and (ii) Employee's maximum potential annual bonus compensation. After the
payment of such severance compensation, Company shall have no further
obligation or liability to Employee hereunder.
9. Key Man Insurance. Company shall the right to obtain, at its sole
discretion, what is commonly known as Key Man Insurance on the life of the
Employee in such amount as the Company deems appropriate. Executive agrees to
cooperate in all respects in the obtaining of such a policy. All expenses
involved in connection with the obtaining and maintaining of such a policy
shall be paid by the Company.
10. Company Property; Noncompetition
(a) All research, experiments, discoveries, inventions,
improvements, materials or information, including without limitation, reports,
analysis, handbooks, manuals, invoices, price lists or information, customer
lists, information about costs, profits, markets, sales, pricing, methods and
other business affairs including future expansion plans, or any other
materials or data of any kind furnished to Employee by Company or developed
by Employee on behalf of Company or at Company's direction or for Company's
use or otherwise in connection with Employee's employment hereunder, are and
shall remain the sole and confidential property of Company, and Employee
shall immediately deliver the same to Company at the termination of
Employee's employment or at any other time if so requested by Company.
(b) During the term of this Agreement and at all times thereafter,
Employee shall not use for his/her personal benefit, or disclose, communicate
or divulge to, or use for the direct or indirect benefit of any person, firm
association, or company other than the Company, any material referred to in
subparagraph (a) above or any information regarding the business methods,
business policies, procedures, techniques, research or development projects
or results, trade secrets, or any other confidential information relating to
or dealing with the business operations or activities of the Company.
(c) During the term of this Agreement and for a period of two (2)
years after termination of his/her employment with Company for any reason
whatsoever, Employee shall not directly or indirectly induce or attempt to
influence any employee of Company to terminate his employment with Company.
(d) During the period of time which Employee is employed by Company
pursuant to the terms of this Agreement and for a period of two (2) years
thereafter, without the prior written consent of Company, Employee shall not,
directly or indirectly, within a State wherein Company then does business,
own, manage, operate, join, control, finance, or participate in the
ownership, management, operation, control, or financing of, or be connected
as an officer, director, employee, partner, principal, agent, representative,
consultant, or otherwise, with any enterprise, business, firm or corporation
which is in direct competition with the Company. If Employee violates the
provisions of this Paragraph 10(d), the restrictive period set forth herein
shall be extended by a period of time equal to the number of days, if any,
during which the Employee is in violation of the provisions hereof.
(e) Employee hereby acknowledges and agrees that the covenants and
restrictions contained in this Paragraph 10 relate to matters which are of a
special, unique, and extraordinary importance to Company. Employee
acknowledges that the restrictions contained in the foregoing subparagraphs
are reasonable and necessary in order to protect the legitimate interests of
Company and that without such restrictions, Company would be unwilling to
enter into this Agreement. Employee acknowledges that any violation of any
of the terms hereof will result in irreparable injury to Company for which
money damages alone will be insufficient. Accordingly, Employee agrees that
Company shall be entitled to obtain from any Court of competent jurisdiction,
preliminary and permanent injunctive relief for a violation or threatened
violation of any such restrictions without having to prove actual damages or
to post a bond. Company shall also be entitled to an equitable accounting of
all earnings, profits, and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled in law or equity. Employee hereby waives any
objections on the grounds of improper jurisdiction or venue to the
commencement of an action in the state of New Jersey and agrees that
effective service of process may be made upon him/her by mail under the
notice provisions contained in this Agreement. EMPLOYEE ACKNOWLEDGES THAT
THE TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. EMPLOYEE
REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE
OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE FULL
EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY KNOWINGLY
AND VOLUNTARILY AGREES TO BE BOUND HEREBY.
(f) It is the intent of the parties that the provisions of this
Paragraph 10 be enforceable to the fullest extent permitted by law. If,
however, any portion of any section of this Agreement including the
restrictive covenant as set forth herein is held by a court of law to be
unreasonable in any proceeding, then the period of time, the geographic area,
or such other restrictions shall be reduced by the elimination or reduction
of such portion thereof, so that such restrictions may be enforced in a
manner that is adjudged to be reasonable.
11) Miscellaneous
(a) Controlling Law. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement, shall be governed
by and construed in accordance with the laws of the State of New Jersey.
(b) Indulgences, etc. Neither the failure nor any delay on the
part of either party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any waiver
of any right, remedy, power or privilege, for a particular occurrence,
constitute a waiver with respect to any other occurrence.
(c) Binding Nature. This Agreement shall be binding upon and
inure to the benefit of Company and its successors and assigns and shall be
binding upon Employee, his heirs and legal representatives.
(d) Entire Agreement. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or
written, except as herein contained. This Agreement may not be modified or
amended other than by an agreement in writing, signed by the parties.
(e) Assignment. This Agreement may be assigned by Company upon
thirty (30) days written notice to Employee. Employee may not assign his
duties, obligations or entitlements hereunder.
(f) Right To Independent Counsel. The parties hereto recognize
that this Agreement is a legal document which may affect them adversely.
Consequently, the parties acknowledge that prior to executing this Agreement
they were given the opportunity to seek the advice of independent legal
counsel regarding the provisions of this Agreement and their legal
involvement herein. By executing this Agreement, the parties acknowledge
that they have reviewed this Agreement with independent counsel or have
waived their opportunity to do so.
(g) Expenses of Agreement. Each of the parties hereto shall bear
its own expenses incurred in connection with the negotiation, preparation and
execution of this Agreement and the consummation of the transactions
contemplated hereby.
(h) Notices. Any notice required to be given pursuant to the terms
of this Agreement shall be in writing and sent by registered mail or
nationally recognized carrier, to the parties at the following addresses:
To the Employer at:
Integrated Physician Systems, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
To the Employee at:
Xxxxxx X. Xxxxxx, M.D.
00 Xxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
INTEGRATED PHYSICIAN SYSTEMS, INC.
Attest:/S/ Xxxxxx X. Xxxxxx By: /S/ Xxxxx X. Xxxxxxx
______________________ __________________________
EMPLOYEE:
Witness:/S/ Xxxxxxx X. Xxxxxxx /S/ Xxxxxx X. Xxxxxx, M.D.
______________________ ______________________________
Xxxxxx X. Xxxxxx, M.D.
EMPLOYMENT AGREEMENT BETWEEN INTEGRATED PHYSICIAN SYSTEMS,
INC. AND XXXXXX X. XXXXXX, M.D.
AMENDED EXHIBIT "A"
-------------------
DUTIES - (Pursuant to Paragraph 2) - Employee shall occupy the office of
Executive Vice President. Employee shall serve as the Chief Operating Officer
of the Company, and, as such, shall be responsible for the day to day
operations of the Company. Employee shall also serve as President of
Professional Medical Images, LTD., a subsidiary of the Company involved in
IPA development and management services. Employee shall report to and follow
the directions of the President of the Company. Employee shall serve as one
of management's representatives on the Board of Directors of the Company.
Employee shall be indemnified and held harmless by the Company for all acts
of Employee as an officer or director of the Company in accordance with (i)
the provisions set forth in the amended articles of incorporation of the
Company, (ii) the provisions set forth in the by-laws of the Company, and
(iii) the provisions of the directors and officers liability insurance policy
to be maintained by the Company. Company shall provide Employee with copies
of the articles of incorporation, the by-laws, and the insurance policy.
TERM - (Pursuant to Paragraph 3) - This Agreement shall be for a term of
three (3) years from August 1, 1997.
COMPENSATION - (Pursuant to Paragraph 4) -
SALARY - For all of his services to be rendered hereunder, including
his service on the Board of Directors and any committees thereof, Executive
Employee shall be paid an annual salary of One Hundred Fifty Thousand Dollars
($150,000) Dollars during the first year of employment. Employee's
compensation for the second and third years of employment shall be the
initial annual compensation, increased by a factor equal to the prior year's
inflation.
B0NUS - Employee shall be eligible for an annual bonus at the
discretion of the Board of Directors. Bonus compensation hereunder shall be
paid to Employee within ninety (90) days of the end of the period of
measurement thereof.
AUTOMOBILE ALLOWANCE - Employee shall be paid a monthly automobile
allowance in the amount of Six Hundred ($600) Dollars which is intended to
represent reimbursement to Employee of all costs incurred in the operations
of his automobile on Company business. The amount set forth herein shall be
the maximum amount allowed to Employee for any automobile expenses.
HEALTH, DENTAL, DISABILITY AND LIFE INSURANCE - Employee shall
receive, at no cost to Employee, full coverage for Employee and his
dependents, in such health, dental, accident and long-term disability
insurance programs as shall be in force in the Company from time to time, and
shall receive any such other benefits as shall be received by other employees
of the Company similarly situate. Employee shall receive from the Company, at
no cost to Employee, life insurance on the life of the Employee in an amount
equal to Employee's annual salary hereunder. Employee may, subject to the
provisions of the group life insurance contract, purchase additional life
insurance at Employee's sole cost and expense.
401(K) PLAN - Employee shall be entitled to participate in any
401(K) plan adopted by the company. The amount of contribution thereto by
Company, if any, shall be at Company's sole discretion.
VACATION - Employee shall be entitled to four (4) weeks paid vacation
during each year of employment hereunder which may be accumulated up to a
maximum of eight (8) weeks during any one calendar year.
EMPLOYMENT AGREEMENT BETWEEN INTEGRATED PHYSICIAN SYSTEMS
INC. AND XXXXXX X. XXXXXX, M.D.
EXHIBIT "A"
DUTIES-(Pursuant to Paragraph 2)-Employee shall occupy the office of
Executive Vice President. Employee shall serve as the Chief Operating Officer
of the Company, and, as such, shall be responsible for the day to day
operations of the Company. Employee shall also serve as President of
Professional Medical Images, LTD., a subsidiary of the Company involved in
IPA development and management services. Employee shall report to and follow
the directions of the President of the Company. Employee shall serve as one
of management's representatives on the Board of Directors of the Company.
Employee shall be indemnified and held harmless by the Company for all acts
of Employee as an officer or director of the Company in accordance with (i)
the provisions set forth in the amended articles of incorporation of the
Company, (ii) the provisions set forth in the by-laws of the Company, and
(iii) the provisions of the directors and officers liability insurance policy
to be maintained by the Company. Company shall provide Employee with copies
of the articles of incorporation, the by-laws, and the insurance policy.
TERM-(Pursuant to Paragraph 3)-This Agreement shall be for a term of
three (3) years from August 1, 1997.
COMPENSATION-(Pursuant to Paragraph 4)-
Salary-For all of his services to be rendered hereunder,
including his service on the Board of Directors and any committees thereof,
Executive Employee shall be paid an annual salary of Two Hundred Thousand
Dollars ($200,000) commencing with the closing of the Company's
initial public offering. From April 1, 1997 until the closing of the
Company's initial public offering, Employee's annual compensation will be
One Hundred Fifty Thousand Dollars ($150,000). Employee's compensation for
the second and third years of employment shall be the initial
annual compensation, increased by a factor equal to the prior year's inflation.
Bonus-Employee shall be entitled to an annual bonus in an amount
equal to either 10%, 20% or 30% of base compensation depending upon the
achievement, by the Company, of certain financial and operational goals, the
definition of which shall be provided to Employee by the Chief Executive
Officer prior to the commencement of employment hereunder. Employee shall
receive the most favorable bonus as shall have been paid to any other
executive officer of the Company. Bonus compensation hereunder shall be paid
to Employee within ninety (90) days of the end of the period of measurement
thereof.
Automobile Allowance-Employee shall be paid a monthly automobile
allowance in the amount of Six Hundred ($600) Dollars which is intended to
represent reimbursement to Employee of all costs incurred in the operation of
his automobile on Company business. The amount set forth herein shall be the
maximum amount allowed to Employee for any automobile expenses.
Health, Dental, Disability and Life Insurance-Employee shall
receive, at no cost to Employee, full coverage for Employee and his
dependents, in such health, dental, accident and long-term disability
insurance programs as shall be in force in the Company from time to time, and
shall receive any such other benefits as shall be received by other employees
of the Company similarly situate. Employee shall receive from the Company, at
no cost to Employee, life insurance on the life of the Employee in an amount
equal to Employee's annual salary hereunder. Employee may, subject to the
provisions of the group life insurance contract, purchase additional life
insurance at Employee's sole cost and expense.
401(K)Plan-Employee shall be entitled to participate in any 401(K)
plan adopted by the company. The amount of contribution thereto by Company,
if any, shall be at Company's sole discretion.
Vacation-Employee shall be entitled to four (4) weeks paid vacation
during each year of employment hereunder which may be accumulated up to a
maximum of eight (8) weeks during any one calendar year.
EMPLOYMENT AGREEMENT
AGREEMENT made this 8th day of June, 1997, by and between INTEGRATED
PHYSICIAN SYSTEMS, INC. a Delaware business Corporation, with a principal
place of business at 000 Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx, (hereinafter
referred to as "Company") and XXXXX X. XXXXXX, M.D., an adult individual
residing at 00 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx Xxxxxxxx, XX 00000,
(hereinafter referred to as "Employee".)
WHEREAS, Company wishes to hire and employ Employee on the terms and
conditions hereinafter set forth; and
WHEREAS, Employee wishes to accept such employment in return for the
compensation set forth herein.
NOW, THEREFORE, in return for the mutual covenants and conditions set
forth herein, and for other good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto do agree as follows:
1. Employment
Company hereby employs Employee and Employee hereby accepts
employment by Company for the period and upon the terms and conditions
contained in this Agreement.
2. Duties
(a) Employee shall serve Company generally in the capacity
described on Exhibit A, attached hereto and incorporated herein by this
reference, and shall have such authority and responsibilities as Company may
reasonably determine from time to time. Employee shall perform any other
duties reasonably required by Company.
(b) Throughout the term of this Agreement, Employee shall
devote his entire business working time, energy, skill and best efforts to
the performance of his duties hereunder in a manner which will faithfully and
diligently further the business and interests of Company.
3. Term
Unless sooner terminated as herein provided, this Agreement
shall be for the term set forth on Exhibit A attached hereto and incorporated
herein by this reference.
4. Compensation
(a) For all of the services rendered by Employee to Company,
Employee shall receive the compensation set forth on Exhibit A attached
hereto, payable in reasonable periodic installments in accordance with
Company's regular payroll practices in effect from time to time.
(b) Throughout the term of this Agreement and provided that
Employee shall be deemed to be a full-time employee, Employee shall be
provided the health, dental, life and disability insurance benefits set forth
in paragraph 4 of Exhibit "A" attached hereto, and shall be entitled to
participate in the Company's 401K plan as described in paragraph 5 of Exhibit
"A."
(c) Employee shall be entitled to the paid vacation set forth
on Exhibit A attached hereto.
(d) During Employee's employment hereunder, Company shall
reimburse Employee for all ordinary and necessary business expenses incurred
by him in connection with the business of Company. Such payments shall be
made by Company upon submission by Employee of vouchers itemizing such
expenses in a form reasonably satisfactory to Company.
5. Disability
If Employee becomes unable to perform his/her duties hereunder
due to partial or total disability or incapacity resulting from a mental or
physical illness or any similar cause, and such disability continues for a
period in excess of sixty (60) consecutive days in any one hundred and eighty
(180) day period, Company shall have the right to terminate this Agreement
upon thirty (30) days written notice to Employee. In the event of such
disability, Company shall pay Employee his then current compensation,
including any and all accrued salary, bonus compensation and vacation pay,
through the date of the commencement of Employee's entitlements under
Company's long-term disability insurance policy. Thereafter, Company
shall have no further obligations or liabilities to Employee hereunder.
6. Death
If Employee dies, this Agreement shall automatically terminate
and all payments hereunder shall cease at the end of the month in which
Employee's death shall occur and Company shall have no further obligations or
liabilities hereunder to Employee's estate or legal representative or
otherwise, other than the payment of any and all accrued bonus compensation
and accrued vacation pay.
7. Discharge for Cause
(a) Notwithstanding the stated term of employment, this
Agreement and the Employee's employment may be sooner terminated by the
Company for any of the following reasons:
(i) The willful failure or refusal of Employee to
perform his duties as may, from time to time, be delegated to him by the
Company, through the Chief Executive Officer, or the Board of Directors.
(ii) Employee's gross negligence which materially and
adversely affects the business or affairs of the Company.
(iii) Any act by Employee of fraud, dishonesty or criminal wrongdoing,
which materially adversely effects the Company.
(iv) Any intentional or willful breach by Employee of any material
covenant of this Agreement including but not limited to the provisions
regarding noncompetition and confidentiality.
All of the foregoing shall be, separately and collectively, known as
"cause" for termination.
(b) The Company shall effect termination pursuant to this Section 7 by
written notice to Employee specifying in reasonable detail the circumstances
alleged by Company to constitute "cause" and the specific provisions of this
Section 7 relied upon in effecting such termination. The date of such
termination shall be the date ten (10) days after Company gives such notice of
termination to Employee. If the grounds for termination are solely the
grounds set forth in Section 7(a)(ii) or (iv) above, then during such ten
(10) day period, Employee shall be afforded an opportunity to discuss the
basis for such termination with the full Board of Directors of the Company,
and Employee shall, at his election exercised in writing prior to the
expiration of such ten (10) day period, be entitled to a period of not less
than thirty (30) days after the date of such discussion to attempt to remedy
or cure the conduct alleged to constitute such grounds and the harm caused
thereby if in the good faith judgment of the Board of Directors such conduct
and harm is capable of being remedied or cured within such thirty (30) day
period. If, after the expiration of such cure period, the Employee has not in
the good faith judgment of the Board of Directors remedied or cured the
conduct alleged to constitute such grounds and the harm caused thereby, the
termination shall be effective upon notice to Employee of such adverse Board
judgment.
(c) In the event of early termination of Employee's employment hereunder,
for any reason, Employee shall, simultaneously with such termination, be
conclusively deemed to have resigned any other position he might hold with
the Company. Employee agrees to execute any and all documents reasonably
requested of him by Company's Board of Directors to evidence such
resignations(s).
8. Termination of Agreement by Employee for Cause.
(a) Employee may terminate this Agreement by written notice to Company on
or before the thirtieth (30th) day after the earlier of notice of or the
occurrence of the following events: (i) the giving of a title to Employee
below the level of Chief Medical Officer of the Company; (ii) the assignment
to Employee of any duties or a change in Employee status materially
inconsistent with those set forth herein, including the removal of Employee
from the Board of Directors of the Company; (iii) the Company's willful
breach of any material covenant of this Agreement which breach continues ten
(10) days after written notice to Company from Employee specifying the nature
of the breach and the remedy expected; or (iv) the relocation of the offices
at which Employee is based to a location outside of the Philadelphia or New
York metropolitan area.
(b) If Employee terminates his employment with Company for any reason
specified in paragraph (a) above, in addition to any other remedies to which
Employee may be lawfully entitled, Employee shall be entitled to receive
severance pay as follows: (i) his then base salary paid monthly for the
remainder of the Term, but in no event less than one hundred and twenty-five
(125%) of such base salary for six (6) months, and (ii) the maximum possible
bonus compensation in accordance with the terms of Exhibit "A" attached
hereto. Furthermore, within ten (10) business days after such termination,
Company shall pay to Employee a per diem amount based upon such base salary for
any accrued vacation days not previously taken by Employee.
9. Compensation Upon Termination.
In the event that the Employee's employment and this Agreement is terminated
by Company prior to the end of its term, for cause as is set forth in
paragraph 7 hereof, Company shall pay to Employee, as severance compensation,
in circumstances other than by Employee's death or disability, or other than
as a result of change in control of the Company, an amount equal to two
months' salary. This amount shall be in addition to all compensation earned
or accrued by Employee through the last day of actual employment. In the
event that Employee's employment is terminated by the Company as a result of
change in control of the Company, the Company shall pay to Employee, as
severance compensation, an amount equal to two times (i) Employee's base
annual salary and (ii) Employee's maximum potential annual bonus
compensation. After the payment of such severance compensation, Company shall
have no further obligation or liability to Employee hereunder.
10. Key Man Insurance. Company shall have the right to obtain, at its
sole discretion, what is commonly known as Key Man Insurance on the life of
the Employee in such amount as the Company deems appropriate. Executive
agrees to cooperate in all respects in the obtaining of such a policy. All
expenses involved in connection with the obtaining and maintaining of such a
policy shall be paid by the Company.
11. Company Property; Noncompetition.
(a) All research, experiments, discoveries, inventions, improvements,
materials or information, including without limitation, reports, analysis,
handbooks, manuals, invoices, price lists or information, customer lists,
information about costs, profits, markets, sales, pricing, methods and other
business affairs including future expansion plans, or any other materials or
data of any kind furnished to Employee by Company or developed by Employee on
behalf of Company or at Company's direction or for Company's use or otherwise
in connection with Employee's employment hereunder, are and shall remain the
sole and confidential property of Company, and Employee shall immediately
deliver the same to Company at the termination of Employee's employment or at
any other time if so requested by Company.
(b) During the term of this Agreement and at all times thereafter, Employee
shall not use for his/her personal benefit, or disclose, communicate or
divulge to, or use for the direct or indirect benefit of any person, firm
association, or company other than the Company, any
material referred to in subparagraph (a) above or any information regarding
the business methods, business policies, procedures, techniques, research or
development projects or results, trade secrets, or any other confidential
information relating to or dealing with the business operations or activities
of the Company.
(c) During the term of this Agreement and for a period of two (2) years
after termination of his/her employment with Company for any reason
whatsoever, Employee shall not directly or indirectly induce or attempt to
influence any employee of Company to terminate his employment with Company.
(d) During the period of time which Employee is employed by Company
pursuant to the terms of this Agreement and for a period of two (2) years
thereafter, without the prior written consent of Company, Employee shall not,
directly or indirectly, within a State wherein Company then does business,
own, manage, operate, join, control, finance, or participate in the
ownership, management, operation, control, or financing of, or be connected
as an officer, director, employee, partner, principal, agent, representative,
or otherwise, with any enterprise, business, firm or corporation which is in
competition with the Company, other than providing consulting services to
Xxxxxxx X. Xxxxxx, Inc. or a similar consulting firm. If Employee violates the
provisions of this Paragraph 11(d), the restrictive period set forth herein
shall be extended by a period of time equal to the number of days, if any,
during which the Employee is in violation of the provisions hereof.
(e) Employee hereby acknowledges and agrees that the covenants and
restrictions contained in this Paragraph 11 relate to matters which are of a
special, unique, and extraordinary importance to Company. Employee
acknowledges that the restrictions contained in the foregoing subparagraphs
are reasonable and necessary in order to protect the legitimate interests of
Company and that without such restrictions, Company would be unwilling to
enter into this Agreement. Employee acknowledges that any violation of any of
the terms hereof will result in irreparable injury to Company for which
money damages alone will be insufficient. Accordingly, Employee agrees that
Company shall be entitled to obtain from any Court of competent jurisdiction,
preliminary and permanent injunctive relief for a violation or threatened
violation of any such restrictions without having to prove actual damages or
to post a bond. Company shall also be entitled to an equitable accounting of
all earnings, profits, and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled in law or equity. Employee hereby waives any
objections on the grounds of improper jurisdiction or venue to the
commencement of an action in the state of New Jersey and agrees that
effective service of process may be made upon him/her by mail under the
notice provisions contained in this Agreement. EMPLOYEE ACKNOWLEDGES THAT THE
TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH. EMPLOYEE
REPRESENTS THAT HE HAS READ THE RESTRICTIONS CONTAINED HEREIN, HAS HAD THE
OPPORTUNITY TO REVIEW THEM WITH LEGAL COUNSEL, AND DOES UNDERSTAND THE FULL
EXTENT AND IMPLICATION OF THE TERMS OF THIS AGREEMENT AND HEREBY KNOWINGLY
AND VOLUNTARILY AGREES TO BE BOUND HEREBY.
(f) It is the intent of the parties that the provisions of this
Paragraph 11 be enforceable to the fullest extent permitted by law. If,
however, any portion of any section of this Agreement including the
restrictive covenant as set forth herein is held by a court of law to be
unreasonable in any proceeding, then the period of time, the geographic area,
or such other restrictions shall be reduced by the elimination or reduction
of such portion thereof, so that such restrictions may be enforced in a
manner that is adjudged to be reasonable.
12) Miscellaneous
(a) Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement, shall be governed by
and construed in accordance with the laws of the State of New Jersey.
(b) Indulgences, etc. Neither the failure nor any delay on the part
of either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege, for a
particular occurrence, constitute a waiver with respect to any other
occurrence.
(c) Binding Nature. This Agreement shall be binding upon and inure to
the benefit of Company and its successors and assigns and shall be binding
upon Employee, his heirs and legal representatives.
(d) Entire Agreement. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or
written, except as herein contained. This Agreement may not be modified or
amended other than by an agreement in writing, signed by the parties.
(e) Assignment. This Agreement may be assigned by Company upon
thirty (30) days written notice to Employee. Employee may not assign his
duties, obligations or entitlements hereunder.
(f) Right to Independent Counsel. The parties hereto recognize that
this Agreement is a legal document which may affect them adversely.
Consequently, the parties acknowledge that prior to executing this Agreement
they were given the opportunity to seek the advice of independent legal
counsel regarding the provisions of this Agreement and their legal
involvement herein. By executing this Agreement, the parties acknowledge that
they have reviewed this Agreement with independent counsel or have waived
their opportunity to do so.
(g) Expenses of Agreement. Each of the parties hereto shall bear its
own expenses incurred in connection with the negotiation, preparation and
execution of this Agreement and the consummation of the transactions
contemplated hereby.
(h) Notices. Any notice required to be given pursuant to the terms of
this Agreement shall be in writing and sent by registered mail or nationally
recognized carrier, to the parties at the following addresses:
To Company at:
Integrated Physician Systems, Inc.
000 Xxxx Xxxx
Xxxxxxxxx, XX
To Employee at:
00 Xxxxxx Xxxxx Xxxxx,
Xxxxxxxxxx Xxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
INTEGRATED PHYSICIAN SYSTEMS, INC.
Attest: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------- -------------------------
Chief Executive Officer
EMPLOYEE:
Witness:/s/ Xxxxxx X. Xxxxxxxx By: /s/ XXXXX X. XXXXXX, M.D.
---------------------- -------------------------
XXXXX X. XXXXXX, M.D.
3) AUTOMOBILE ALLOWANCE - Employee shall be paid a monthly automobile
allowance in the amount of Six Hundred ($600) Dollars which is intended to
represent reimbursement to Employee of all costs incurred in the operation of
his automobile on Company business. The amount set forth herein shall be the
maximum amount allowed to Employee for any automobile expenses.
4) HEALTH, DENTAL, DISABILITY AND LIFE INSURANCE - Employee shall
receive, at no cost to Employee, full coverage for Employee and his
dependents, in such health, dental, accident and long-term disability
insurance as shall be in force in the Company from time to time. Employee
shall receive from the Company, at no cost to Employee, life insurance on the
life of Employee in an amount equal to twice the Employee's annual salary
hereunder. Employee may, subject to the provisions of the group life
insurance contract, purchase additional life insurance at Employee's sole
cost and expense.
5) 401(K) PLAN/STOCK OPTION PLAN - Employee shall be entitled to
participate in any 401(K) or employee stock option plan adopted by the
Company. The amount of contribution thereto by Company, if any, shall be at
Company's sole discretion.
6) VACATION - Employee shall be entitled to four (4) weeks paid vacation
during each year of employment hereunder which may be accumulated up to a
maximum of eight (8) weeks during any one calendar year.
