EXHIBIT 10.10
AGREEMENT
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This Agreement is entered into between Rockport Healthcare Group, Inc., a
Delaware corporation (hereinafter referred to as "Rockport") and Xxxxxx Xxxxx
(hereinafter referred to as "Xxxxx").
WHEREAS, it is the desire of Rockport to engage the services of Xxxxx to
perform for Rockport consulting services regarding creation and maintenance of
medical services networks and other matters that may be requested from time to
time by Rockport, as an independent contractor and not as an employee.
WHEREAS, it is the desire of Xxxxx to provide the services requested to
Rockport.
NOW THEREFORE, in consideration of the mutual promises herein the receipt
and sufficiency of which the parties acknowledge, and intending to be legally
bound hereby the parties agree as follows:
Term
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This Agreement shall remain in effect for a period of ten (10) years,
commencing on the Effective date of this Agreement.
Consultation
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Xxxxx shall make himself available to consult with the Board of Directors
and the Officers of the Corporation, at reasonable times, concerning matters
pertaining to any problem of importance concerning managed care services of
Rockport.
Compensation
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For services previously rendered under this Agreement, Rockport shall deliver to
Xxxxx a properly signed share certificate of Rockport indicating the ownership
by Xxxxx of twenty-five thousand (25,000) restricted shares of Rockport common
stock (the term "restricted" as used in this Agreement refers only to those
restrictions that may be imposed by Section 144 of the U.S. Securities Code).
This certificate shall be delivered on the Effective Date of this Agreement.
Stock Warrants as Additional Compensation
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As additional compensation for services rendered and to be rendered by Xxxxx,
Rockport grants to Xxxxx cashless warrants to purchase one million (1,000,000)
shares of Rockport common stock. The options immediately vest upon signing this
Agreement. This option is for a period of ten (10) years from the Effective
Date of this Agreement. Xxxxx may exercise the option granted herein at any
time during the option period. The option price for each share of the stock
shall be
1
the mean average between the bid and the asked price for common shares of
Rockport on the Effective Date of this Agreement.
To exercise the options, Xxxxx must give written notice to Rockport that he
intends to purchase shares of Rockport common stock. The notice must state the
date on which the purchase will take place (the "Purchase Date"), and the number
of shares that are being purchased on the Purchase Date. Xxxxx must exercise the
option in minimum increments of 100,000 shares. Xxxxx must pay the purchase
price to Rockport within ten (10) days from the Purchase Date. Rockport
covenants and agrees that it will deliver a certificate representing the shares
purchased by Xxxxx immediately on payment of the purchase price, and that each
of those shares shall be subject to SEC Regulation Section 144, however the one
year restriction date shall begin at the date the warrants are granted. Rockport
agrees to give written notice to Xxxxx at least thirty days prior to closing if
at any time during the term of the option, more than fifty percent (50%) of the
shares of Rockport are transferred by the present owners to a third party, if it
results in a change of ownership or control of Rockport, or if the present
owners of more than fifty (50%) of its outstanding shares receives an offer from
a third party to purchase all or a part of those shares.
Limited Liability Xxxxx shall not be liable to Rockport, or to anyone who
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may claim any right due to his, her or its relationship with Rockport, for any
acts or omissions by Xxxxx or his agents or employees in the performance of his
services under this Agreement, except when the acts or omissions are due to
willful misconduct or culpable negligence,. Rockport shall indemnify and hold
Xxxxx free and harmless from any obligations, costs, claims, judgments,
attorney's fees, or attachments arising from or growing out of the services
rendered to Rockport pursuant to the terms of this Agreement or in any way
connected with the rendering of those services, except when they arise from the
willful misconduct or culpable negligence of Xxxxx, and Xxxxx is adjudged to be
guilty of willful misconduct or culpable negligence by a court of competent
jurisdiction.
Arbitration
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As concluded by the parties to this Agreement on the advice of counsel, and
as evidenced by the signatures of the parties and of the respective attorneys,
any controversy between the parties involving the construction or application of
any of the terms, covenants, or conditions of this Agreement will, on the
written request of one party served on the other, be submitted to arbitration.
Any arbitration must comply with and be governed by the provisions of the Texas
Civil Practice and Remedies Code Section 171.001 et seq., or a successor
statute.
Force Majeure
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No party shall be in violation of this Agreement if prevented from
performing any of its obligations hereunder for any reason beyond its control,
including without limitations, acts of God or the public enemy, strikes or
statutory regulations, rule or action of any relevant legal authority.
Assignment
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This Agreement may not be assigned by either party without the prior
written consent of the other party. However, subject to the foregoing
limitation, it inures to the benefit of and is binding on the executors,
administrators, heirs, and assigns of Xxxxx and on the successors and assigns of
Rockport. Notwithstanding the limitations on assignment of this Agreement, Xxxxx
may assign the option to purchase shares of Rockport granted in this Agreement
to any entity in which Xxxxx has an ownership interest.
Texas Law to Apply
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The venue and jurisdiction of this Agreement and all questions relating to
its validity and interpretation shall be governed by Texas law; performance and
enforcement, shall be governed by and construed in accordance with the laws of
the state where services are being provided.
Partial Invalidity
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If any part, clause, or provision of this Agreement is held to be void, by
a court of competent jurisdiction, the remaining provisions of this Agreement
shall not be affected and shall be given such construction, if possible, as to
permit it to comply with the minimum requirements of any applicable law and the
intent of the parties hereto. The paragraph and subparagraph headings in this
Agreement are for convenience only and form no part of this Agreement and shall
not affect its interpretation.
Waiver
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A party's waiver of a breach of any term of this Agreement shall not
constitute a waiver of any subsequent breach of the same or another term
contained in the Agreement. A party's subsequent acceptance of performance by
the other party shall not be construed as a waiver of preceding breach of this
Agreement other than failure to perform the particular duties so accepted.
Conformity with State Statutes
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Any provision of this Agreement which is in conflict with the statutes,
local laws, or regulations of the state in which services are provided is hereby
amended to conform to the minimum requires of such statute.
Entire Agreement
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This Agreement contains the entire understanding between the parties hereto
with respect to the subject matter hereof, and supersedes all prior agreements
and understandings, expressed or implied, oral or written. This Agreement may
not be amended, modified or altered unless such amendment, modification or
alteration is in writing and is signed by duly authorized officers or
representatives of Rockport and Xxxxx. No other party shall be required to
consent or receive notice of any such amendment in order for amendments to be
effective and binding upon the parties to this Agreement.
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Counterparts
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This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement shall be binding when
one or more counterparts hereof, individually or taken together, shall bear the
signature of the parties reflected hereon as signatories.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed on
their behalf by the duly authorized signatures on this 26th day of November,
2001 (the "Effective Date").
ROCKPORT HEALTHCARE GROUP, INC.
A Delaware corporation
00 Xxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxx
Xxxxxxx, Xxxxx 00000
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Signature
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Printed Name
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Title
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Date
XXXXXX XXXXX, individually
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Name
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Date
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