EXHIBIT 10.6
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated June 7, 1996, by and between PARTNERCARE INC.,
a New York corporation, having a principal place of business at 000 Xxxxx Xxxx
Xxxx, Xxxxx 000, Xxxxx Xxxx, XX 00000 (the "Company"), and XXXXXXX X. XXXXXXX,
having a residence address at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000
(the "Executive").
RECITALS
The Executive is experienced in the field of revenue enhancement management
for health care providers. The Company desires to employ the Executive to act as
President of the Company and to render services in that field, and the Executive
desires to render such services on behalf of the Company. Accordingly, the
Company and the Executive desire to set forth the terms and conditions on which
(i) the Company will employ the Executive, (ii) the Executive will render
services to the Company and to Juniper Features Ltd. ("Juniper"), and any other
corporation or business entity controlling, controlled by or under common
control with the Company (each, an "Affiliate"), and (iii) the Company will
compensate the Executive for such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Employment.
The Company hereby employs the Executive, and the Executive hereby accepts
such employment, upon the terms and conditions herein set forth.
2. Term.
Subject to the provisions for termination provided herein, the initial term
of employment of the Executive under this Agreement shall be for a period of two
years commencing on July 1, 1996 and ending on June 30, 1998 (the "Initial
Term"). The Executive's employment under this Agreement shall be automatically
extended thereafter for not more than two additional one-year periods (each, an
"Extension Term") unless the Company gives a notice of termination not later
than 90 days prior to the expiration of the Initial Term or any Extension Term.
The Initial Term and all Extension Terms, if any, are referred to herein as the
"Term."
3. Duties and Responsibilities.
3.1 The Executive shall devote his full attention and apply his best
efforts, energies and skills on a full-time basis, to the business of the
Company and each Affiliate (such corporations or other business entities being
referred to herein collectively as the "Juniper Group") and shall not during the
Term of this Agreement be engaged in any other business activity, whether or not
such business activity is pursued for gain, profit, or other pecuniary
advantage. Subject to the provisions of Section 10 hereof, the foregoing
restriction shall not be construed as preventing the Executive from investing
his assets in such form or manner as will not require any services on his part
in the operation of the affairs of the companies in which such investments are
made.
3.2 During the Term, the Executive shall serve as and perform the functions
of President of the Company and shall perform such other duties and functions as
the Board of Directors, the Chairman of the Board, or the Chief Executive
Officer of the Company may determine, consistent with the Executive's experience
and background, including, but not limited to, those duties and functions set
forth on Schedule A hereto. The Executive shall be principally responsible for
performing such services at the Company's principal offices.
3.3 The Executive shall have a fiduciary duty to act only in the best
interest of the Juniper Group and acknowledges that he owes the Juniper Group a
high degree of trust and loyalty. While he is employed by the Company, the
Executive shall not take any action which would harm or detrimentally impact
upon the Juniper Group's business; in so far as Executive is informed or should
be otherwise be reasonably informed of the same.
3.4 At all times during the performance of this Agreement, the Executive
shall strictly adhere to all policies, rules and regulations that have now been,
or may hereafter be, established by the Juniper Group for his conduct,
including, but not limited to, all matters set forth in the Company's Employee
Handbook, as modified from time to time, a copy of which the Executive
acknowledges receiving and reading. The Executive shall be promptly informed of
any new policies, rules and regulations. The Executive shall report directly to,
and shall be subject to the direction and control of, Vlado Xxxx Xxxxxxxxxxx,
the Chairman of the Board, President and Chief Executive Officer of Juniper and
The Chief Executive Officer of the Company.
3.5. In order to induce the Company to enter into this Agreement, the
Executive represents and warrants to the Company that (a) the Executive is not a
party or subject to any employment agreement or arrangement with any other
person, firm, company, corporation or other business entity, and (b) the
Executive is subject to no restraint, limitation, or restriction by virtue of
any agreement or arrangement or by virtue of any law or rule or otherwise which
would impair the Executive's right or ability (i) to enter the employ of the
Company, or any other member under this Agreement, the Company shall pay the
Executive, and the Executive shall accept, (i) a salary of $135,000 per year
(the "Salary"), (ii) during each year of the Initial Term, Executive shall
receive such number of shares of Juniper Common Stock as shall equal $65,000 per
year, payable monthly in shares of Common Stock valued at $5,416.06 for each
installment, such number of shares of Common Stock determined by dividing such
dollar amount by the fair market value of a share of Common Stock at the end of
each such month, and (iii) a bonus to be determined annually by the Board of
Directors of the Company (the "Bonus").
4.0 Compensation
4.1 For all services rendered by the Executive under this Agreement, the
Company shall pay the Executive, and the Executive shall accept, (i) a salary of
$135,000 per year (the "Salary"), (ii) during each year of the Initial Term,
Executive shall receive such number of shares of Common Stock as shall equal
$65,000 per year, payable monthly in shares of Common Stock valued at $5,416.06
for each installment, such number of shares of Common Stock. The Company shall
pay the Executive's Salary in equal bi-monthly installments and shall pay the
Executive's Bonus earned with respect to any period at such time or times as the
Board of Directors of the Company shall determine. All payments of Salary and
Bonus shall be subject to all withholding and other employment taxes required by
law, which shall be withheld and paid by the Company in accordance with its
normal payroll practices.
4.2 The Company shall pay the Executive's Salary in equal bi-monthly
installments and shall pay the Executive's Bonus earned with respect to any
period at such time or times as the Board of Directors of the Company shall
determine. All payments of Salary and Bonus shall be subject to all withholding
and other employment taxes required by law, which shall be withheld and paid by
the Company in accordance with its normal payroll practices.
4.3 On the date hereof and on the first day of July during each year of the
Term, Juniper shall grant to the Executive options ("Options") to purchase
590,000 shares of Juniper Common Stock, $.001 par value ("Common Stock"),
exercisable at a price equal to the fair market value of the shares of Common
Stock on each date such options vest, under the Juniper Features Limited 1996
Incentive Stock Option Plan (the "Plan"), which has been approved by the
Company's Board of Directors and which is subject to approval by the Company's
shareholders. The Options shall be on the terms set forth in the Plan and shall
vest as follows:
(i) if Gross Revenues (as hereinafter defined) from Executive Clients (as
hereinafter defined) during any Contract Year (as hereinafter defined) are equal
to $1,000,000, then on the last day of that Contract Year, Options to purchase
50,000 shares of Common Stock shall vest;
(ii) if Gross Revenues from Executive Clients during such Contract Year
exceed $1,000,000, but are less than $2,000,000, then on the last day of that
Contract Year, Options to purchase an additional 100,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $1,000,000, it being
the intention of the parties that if such Gross Revenues equal $2,000,000,
Options to purchase an aggregate of 150,000 shares of Common Stock shall vest;
(iii) if Gross Revenues from Executive Clients during such Contract Year
exceed $2,000,000, but are less than $3,000,000, then on the last day of that
Contract Year, Options to purchase an additional 150,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $2,000,000, it being
the intention of the parties that if such Gross Revenues equal $3,000,000,
Options to purchase an aggregate of 300,000 shares of Common Stock shall vest;
(iv) if Gross Revenues from Executive Clients during such Contract Year
exceed $3,000,000, but are less than $5,000,000, then on the last day of that
Contract Year, Options to purchase an additional 150,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $3,000,000, it being
the intention of the parties that if such Gross Revenues equal $5,000,000,
Options to purchase an aggregate of 450,000 shares of Common Stock shall vest;
(v) if Gross Revenues from Executive Clients during such Contract Year
exceed $5,000,000, but are less than $7,500,000, then on the last day of that
Contract Year, Options to purchase an additional 140,000 shares of Common Stock
shall vest ratably to the extent that Gross Revenues exceed $5,000,000, it being
the intention of the parties that if such Gross Revenues equal $7,500,000,
Options to purchase an aggregate of 590,000 shares of Common Stock shall vest.
If Options granted at the beginning of any Contract Year do not vest on the
last day of that Contract Year as hereinabove provided, then such Options shall
expire. If Juniper's shareholders do not approve the Plan, then the Options
shall be granted subject to and in accordance with the same terms of the Plan as
if it were in effect; provided, however, that the Executive acknowledges that
the Options so granted may not qualify for certain favorable treatment under the
Internal Revenue Code of 1986, as amended, or the Securities Exchange Act of
1934, as amended (the "Exchange Act").
4.4 For purposes of this Agreement, the following terms shall have the
meanings ascribed to them below:
(a) "Executive Clients" shall mean clients of the Company who became
clients principally as a result of the efforts of the Executive.
(b) "Gross Revenues" shall mean all amounts actually collected by the
Company, net of bad debt expense taken or credits allowed during the period in
question.
(c) "Contract Year" shall mean the one-year period commencing on July 1 and
ending on June 30 of each year during the Term of this Agreement, except that if
this Agreement does not terminate on June 30, then the last Contract Year shall
terminate on the date of the termination of this Agreement.
4.5 The Executive acknowledges that, unless the Company agrees otherwise,
the shares of Common Stock issued pursuant to the exercise of the Executive's
Options (the "Option Shares") will be issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and as such may not be resold by the Executive without
registration under the Securities Act or an exemption from registration. The
Executive further acknowledges that neither the Company nor Juniper is obligated
to file a registration statement with respect to the Option Shares. All
certificates representing the Option Shares shall bear a legend in substantially
the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, IS AMENDED (THE "ACT") AND MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION. THE TRANSFER OF SUCH
SHARES IS ALSO RESTRICTED UNDER THE TERMS OF AN AGREEMENT DATED JUNE 7, 1996,
AND SUCH SHARES ARE ALSO SUBJECT TO THE TERMS OF SHAREHOLDERS' AGREEMENT DATED
JUNE , 1996.
4.6 Concurrently with the execution of this Agreement, the Executive is
executing an agreement with the Company and Vlado Xxxx Xxxxxxxxxxx pursuant to
which the Executive is granting to Hreljanovic an irrevocable right and proxy to
vote all Option Shares for so long as the Executive, any affiliate of the
Executive or any member of the Executive's family owns such Option Shares. The
Company acknowledges that nothing in this Section 4.6 shall preclude the
Executive from selling or otherwise transferring the Option Shares, subject to
the other provisions of this Agreement and such legal restrictions as may be
applicable.
4.7 Anything herein to the contrary notwithstanding, the Executive shall
not sell, assign, transfer or encumber in any manner more than 15% of the total
number of Option Shares that he owns in any period of three consecutive months
(each such period being referred to herein as a "Quarter"). In addition, the
Executive shall not sell, assign, transfer or encumber in any manner more than
the lesser of (x) 7-1/2% of the total number of Option Shares that he owns or
(y) 5,000 Option Shares during any period of ten consecutive business days
during any such Quarter.
5. Benefits.
5.1 The Executive shall be entitled for each year of employment such paid
vacation as is commensurate with that afforded to Executives of the Juniper
Group of equal rank as the Executive at such time as the Executive and the
Chairman of the Company shall mutually agree. Such vacation is presently three
weeks for the first four years of employment and four weeks thereafter, and such
holidays are nine per year (seven fixed and two optional). No portion of any
unused vacation time shall be carried over to a subsequent period unless
specifically authorized by the Chairman or the Chief Executive Officer.
5.2 The Executive shall also be entitled to participate in any pension or
profit sharing plan, stock purchase plan, stock option plan, group life
insurance plan, hospitalization insurance plan, medical services plan and other
similar plans, now or hereafter existing, afforded to Executives of the Juniper
Group of equal rank as the Executive. The Company will pay the cost of the
Executive's present medical insurance costs until he becomes eligible under the
Company's existing medical insurance plan.
6. Expenses.
6.1 As a condition of his employment, the Executive shall maintain an
automobile. Accordingly, the Company shall lease an automobile for the
Executive's use. In addition, the Company shall pay or reimburse the Executive
for tolls and parking incurred in connection with the performance of his duties
hereunder, which shall be paid upon presentation of original invoices.
6.2 The Executive shall be authorized to incur other ordinary and necessary
business expenses in connection with the performance of his duties hereunder,
including travel expenses and entertainment be entitled to annual paid sick
leave in length to conform with the Company's general employment practices,
which is presently five days per year.
7. Sick Leave; Disability
7.1 The Executive shall be entitled to annual paid sick leave in length to
conform with the Company's general employment practices, which is presently five
days per year.
7.2 If the Executive is unable to perform his duties hereunder by reason of
physical or mental incapacity or infirmity (a "Disability") for a period of 90
consecutive days or a period of 120 days during any consecutive 12-month period,
then the Executive shall be "Disabled " for purposes of this Agreement and the
period of his Disability as provided above shall be referred to herein as the
"Disability Period". The existence of a Disability hereunder shall be determined
by a licensed physician selected by the Company, and the Executive hereby
consents to an examination by such physician for such purpose. During the
Disability Period, the Company shall continue to pay the Executive the Salary
earned hereunder; provided, however, that such payments shall be reduced by the
amount of any disability income payments the Executive receives during the
Disability Period under any policy carried by the Company of which the Executive
is the beneficiary. The Company shall have the right to terminate this Agreement
and the Executive's employment hereunder for Disability at any time after the
end of the Disability Period.
8. Death During Employment.
If the Executive shall die during the Term, the Company shall pay to the
estate of the Executive the Salary which would otherwise be payable to the
Executive up to the end of the month in which his death occurs and shall grant
such Options as shall have been earned by the Executive under Section 4.3 hereof
up to the date of his death. The Company shall have no further obligation to the
Executive's estate.
9. Termination.
9.1 The Company shall have the right to terminate the Executive's
employment for Cause (as hereinafter defined in Subsection 9.2) at any time,
which termination shall be effective immediately upon the Company's giving
notice to the Executive setting forth in reasonable detail the grounds therefor.
If the Executive's employment is terminated for Cause, the Company shall pay to
the Executive within 45 days after such termination, all accrued Salary earned
through the date of termination. The Executive hereby specifically acknowleges
this Agreement.
9.2 For purposes of this Agreement, any of the following actions or events
shall constitute grounds for termination of the Executive's employment for
"Cause":
(i) the Executive's neglect or refusal to perform, or if he otherwise fails
to perform, his duties as an Executive of the Company.
(ii) any other conduct constituting a breach of this Agreement or of any
code of conduct heretofore or hereafter adopted by the Company or the Juniper
Group;
(iii) the Executive's conviction (including a conviction on a nolo
contendere plea) of a felony or misdemeanor (other than minor traffic offenses);
(iv) any willful, intentional, or grossly negligent act having the effect
of significantly injuring the Executive's reputation or the reputation or
business of the Juniper Group; or
(v) any other malfeasance, misfeasance or nonfeasance by the Executive
relative to or in connection with the performance of his duties hereunder
(including, without limitation, the Executive's inability to perform his duties
hereunder as a result of chronic alcoholism or drug addiction).
9.3 If Gross Revenues from Executive Clients during the period commencing
on July 1, 1996, and ending on September 30, 1997, are less than $1,500,000, the
Company shall have the right to terminate the Executive's employment without
Cause by giving a notice of termination at any time after September 30, 1997,
and before December 1, 1997, which termination shall be effective 30 days after
the Company gives such notice. In that event, the Company shall pay the
Executive, and the Executive shall accept as liquidated and agreed upon damages,
an amount equal to two months' Salary payable in accordance with the Company's
customary payroll practices.
9.4 The Company shall have the right to terminate the Executive's
employment without Cause at any time, which termination shall be effective 30
days after the Company gives notice thereof to the Executive. If the Executive's
employment is terminated before the expiration of the Term without Cause and
other than as a result of the Executive's death or disability or pursuant to
Section 9.3 hereof, then, and in such event, the Company shall pay the
Executive, and the Executive shall accept as liquidated and agreed upon damages,
an amount equal to his annual Salary, which amount shall be paid in 12 equal
monthly installments commencing one month after the effective date of
termination.
9.5 If the Executive voluntarily terminates his employment with the Company
prior to expiration of the Term (for any reason whatsoever), the Company shall
pay to the Executive his accrued Salary through the date of termination. The
Executive hereby specifically acknowledges that upon voluntary termination of
his employment, he shall have no right to receive any other payments otherwise
provided for under this Agreement.
9.6 If the Executive's employment is terminated for Disability or death,
then the Company shall pay to the Executive or his personal representative and
shall grant such Options as shall have been earned by the Executive under
Section 4.3 hereof up to the date of his death or disability.
9.7 Notwithstanding anything contained herein to the contrary, if during
the Post-Termination Period (as hereinafter defined in Subsection 10.2) the
Executive obtains other employment or engages in his own business or otherwise
engages in any business activities for his own benefit or account, the Executive
shall immediately notify the Company, and an amount equal to the Executive's
total salary, compensation, and other income during such period from such other
employment, business or business activities shall be applied pro tanto in
reduction to any amounts payable under this Section 9 during the
Post-Termination Period, except nothing herein shall preclude Executive from
engaging in activities relating to his present real estate investments provided
he does not violate any of the terms of this Agreement.
10. Restrictive Covenants.
10.1 The Executive acknowledges that (i) the business activities of the
Juniper Group will include providing managed care and healthcare cost
containment and revenue enhancement services (the "Healthcare Cost Reduction
Business") in the United States, (ii) he will have a major responsibility for
the operation, administrative development and growth of the Healthcare Cost
Reduction Business of the Company in the United States, (iii) his work for the
Company will bring him into close contact with confidential information of the
Company and its customers and clients, (iv) the agreements and covenants
contained in this Section 10 are essential to protect the business interests of
the Company and the Company would not enter into this Agreement but for such
agreements and covenants, and (v) he has means to support himself and his
dependents other than by engaging in the Healthcare Cost Reduction Business.
Accordingly, the Executive covenants and agrees as follows:
10.1.1 Except as otherwise specifically provided for in this Agreement,
throughout the Employment Period and the Post-Termination Period (as such terms
are defined in Subsection 10.2), the Executive shall not, directly or
indirectly, (i) engage in any activity that is in competition with the
Healthcare Cost Reduction Business of the Company in any geographical area in
which the Company has conducted such business at any time during the last year
of the Employment Period or (ii) without limiting the generality of clause (i)
above, be or become, or agree to be or become, interested in or associated with,
in any capacity (including, without limitation, as a partner, shareholder,
owner, officer, director, employee, principal, agent, creditor, trustee,
consultant, co-venturer or otherwise), any individual, corporation, firm,
association, partnership, joint venture or other business entity, which is
engaged in or which is planning to engage in any aspect of the Healthcare Cost
Reduction Business of the Company in any geographical area in which the Company
has conducted such business at any time during the last year of the Employment
Period; provided, however, that the Executive may own, solely as an investment,
securities of any publicly held corporation traded on any national securities
exchange in the United States of America, if the Executive is not a controlling
person of or member of a group which controls, such corporation and does not,
directly or indirectly, own more than 1% of any class of securities of such
corporation.
10.1.2 Throughout the Employment Period and the Post-Termination Period,
the Executive shall not, directly or indirectly (i) induce or attempt to
influence any employee of the Juniper Group to leave its employ, (ii) aid or
agree to aid any competitor, customer or supplier of the Juniper Group in any
attempt to hire any person who shall have been employed by the Juniper Group
within the one (1) year period preceding such requested aid, or (iii) induce or
attempt to influence any person or business entity who was a client or supplier
of the Juniper Group during any portion of such period to transact business with
a competitor of the Juniper Group in the Health Care Cost Reduction Business;
10.1.3 Throughout the Employment Period and thereafter, the Executive shall
not disclose to anyone any information about the affairs of the Juniper Group,
including without limitation, trade secrets, inventions, customer lists, client
lists, business plans, operational methods, pricing policies, marketing plans,
sales plans, identity of suppliers, or other financial information not publicly
disclosed and which is confidential to the Juniper Group or is not generally
known in the relevant trade (collectively, "Proprietary Information"),
regardless of whether the Executive developed such Proprietary Information, nor
shall the Executive make use of any such Proprietary Information for his own
benefit.
10.2 For the purposes of this Agreement the following terms shall have
respective meanings ascribed to them below:
10.2.1 "Employment Period" means the period of the Executive's employment
by the Company, including such period of employment, if any, extending beyond
the Term.
10.2.2 "Post-Termination Period" means the period during which the Company
is making Termination Payments to the Executive under Subsection 10.3 hereof.
10.2.3 "Restrictive Covenants" means any of the provisions of Subsection
10.1 hereof.
10.3 Upon termination of the Executive's employment for any reason other
than death or Disability, the Company shall have the right to continue to pay
the Executive's Salary for up to one year after the effective date of the
termination of the Executive's employment with the Company (the "Termination
Date") in consideration for the Restrictive Covenants set forth in Subsections
10.1.1 and 10.1.2. Such payments are referred to herein as "Termination
Payments." The Company may exercise its right to make Termination Payments by
giving written notice thereof not later than 30 days after the Termination Date,
which notice shall set forth the period for which the Company intends to make
such Termination Payments. The Company shall make such Termination Payments in
installments commencing 30 days after the Termination Date and monthly
thereafter. Payments made under Subsections 9.3 or 9.4 hereof shall constitute
"Termination Payments" for purposes of this Agreement and shall not be required
to be made in addition to any Termination Payments payable under this Subsection
10.3.
10.4 If the Executive breaches, or threatens to commit a breach of, any of
the Restrictive Covenants, the Company shall have the following rights and
remedies, each of which shall be independent of the others and severally
enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to the Company at law or in equity:
10.4.1 The Executive shall account for and pay over to the Company all
compensation, profits, monies, accruals and other benefits derived or received
by the Executive or any person or business entity affiliated with the Executive
as a result of any action the provisions of Subsection 10.4.1 above, the
Executive acknowledges and agrees that in the event of a violation or threatened
violation of any of the Restrictive Covenants, the Company shall have no
adequate remedy at law and shall therefore be entitled to enforce each provision
by temporary or permanent injunctive or mandatory relief obtained in any court
of competent jurisdiction without the necessity of proving damages, posting any
bond or other security, and without prejudice to any other rights and remedies
which may be available at law or in equity.
10.5 If any of the Restrictive Covenants, or any part thereof, is held to
be invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full force and effect, without
regard to the invalid or unenforceable portions.
10.6 If any of the Restrictive Covenants, or any part thereof, is held to
be unenforceable because of the duration of such provision or the area covered
thereby, the parties hereto agree that the court making such determination shall
have the power to reduce the duration and/or area of such provision and, in its
reduced form, such provision shall then be enforceable.
10.7 The parties hereto intend to and hereby confer jurisdiction to enforce
the Restrictive Covenants upon the courts of any jurisdiction within the
geographical scope of such Restrictive Covenants. In the event that the courts
of any one or more of such jurisdictions shall hold such Restrictive Covenants
wholly unenforceable by reason of the breadthect the Company's right to the
relief provided above in the courts of any other jurisdictions within the
geographical scope of such Restrictive Covenants, as to breaches of such
covenants in such other respective jurisdictions, the above covenants as they
relate to each jurisdiction being, for this purpose, severable into diverse and
independent covenants.
10.8 Anthing contained in this article to the contrary notwithstanding, the
Employee shall not be prohibited from seeking new employment or taking
reasonable steps, including but not limited to employment interviews.
11. Insider Information.
In the course of the performance of the Executive's duties hereunder, the
Executive may become aware of information regarding the Company, Juniper, and
their respective businesses that may be considered "inside information" for
purposes of the Securities Act and the Exchange Act and the Rules and
Regulations promulgated thereunder. The Executive acknowledges that his purchase
or sale securities of Juniper or any of its affiliates while in possession of
such inside information or his informing any other person of such inside
information for the purpose of purchasing, selling or otherwise dealing in
securities of Juniper or its affiliates is prohibited by law and shall
constitute a breach of this Agreement and a basis for termination of the
Executive's employment for Cause.
12. Inventions.
All inventions, discoveries, investigations, improvements, know-how, trade
secrets, and developments in technology ("Inventions") which directly relate to
the business carried on, or then planned to be carried on, by the Juniper Group
which have been or shall be made, conceived, learned of or reduced to practice
by the Executive, either alone or with others, whether the activity in question
takes place within or outside the usual working hours of the Executive or on or
off the premises of the Company shall be held by the Executive for the exclusive
benefit of the Company, and the Executive shall assign in writing to the
Company, without any payment being required or the part of the Company, all of
the right, title and interest which he may have acquired in and to any
Inventions. In addition, he shall, both during and at any time prior to three
(3) years after the Employment Period, assist the Company in every way
reasonably requested by the Company, at the expense of the Company without cost
to the Executive (and with reasonable compensation to the Executive in the event
his employment has then ended), to obtain for the Company in any and all
countries, and to maintain and enforce patents or the reissue or extension
thereof on all Inventions which have been or may be assigned.
13. Documentation of Proprietary Information and Inventions.
All documents, records, models, prototypes or other tangible embodiments or
evidence of Proprietary Information or Inventions, and all copies of the
foregoing ("Materials"), which may at any time be acquired by or come into the
possession of the Executive are the sole and exclusive property of the Company.
All Materials shall be surrendered to the Company upon the request by the
Company at any time. In addition, upon the reasonable request by the Company at
any time, the Executive shall prepare materials accurately and adequately to
describe, set forth or embody any Proprietary Information or Inventions and
deliver the same to the Company in order to accomplish or complete the transfer
thereof to the Company, and the Executive shall be reimbursed by the Company for
all of his reasonable out-of-pocket expenses incurred in so doing. During or at
any time prior to three (3) years after the Employment Period, the Executive
shall execute all documents and take all such other action as the Company may
reasonably require (being reimbursed for all of his reasonable out-of-pocket
expenses in this connection) in order to assign the Company any and all
copyrights and reproduction rights to any Materials prepared by him during and
in connection with such employment.
14. Insurance.
The Company may, from time to time, apply for, purchase and maintain, in
its own name and at its own expense, life, health, accident, disability or other
insurance upon the Executive in any sum or sums that it may deem necessary to
protect its interests, and the Executive agrees to aid and cooperate in all
reasonable respects with the Company in procuring any and all such insurance,
including, without limitation, submitting to the usual and customary medical
examinations, and by filling out, executing and delivering such applications and
other instruments in writing as may be reasonably required by an insurance
company or companies to which an application or applications for such insurance
may be made by or for the Company. In order to induce the Company to enter into
this Agreement, the Executive represents and warrants to the Company that to the
best of his knowledge the Executive is insurable at standard (non-rated)
premiums.
15. Miscellaneous.
15.1 This Agreement is a personal contract, and the rights and interests of
the Executive hereunder may not be sold, transferred, assigned, pledged or
hypothecated by the Executive, except as otherwise expressly permitted by the
provisions of this Agreement. The Executive shall not under any circumstances
have any option or right to require payment hereunder otherwise than in
accordance with the terms hereof. Except as otherwise expressly provided herein,
the Executive shall not have any power of anticipation, alienation or assignment
of payments contemplated hereunder, and all rights and benefits of the Executive
shall be for the sole personal benefit of the Executive, and no other person
shall acquire any right, title or interest hereunder by reason of any sale,
assignment, transfer, claim or judgment or bankruptcy proceedings against the
Executive; provided, however, that (i) the Executive shall have the right to
assign his right to receive any payment previously due and owing, subject to all
claims and defenses of the Company, and (ii) in the event of the Executive's
death, or gross disability, the Executive's estate, legal representatives or
beneficiaries (as the case may be) shall have the right to receive all of the
benefits that accrued to the Executive pursuant to, and in accordance with, the
terms of this Agreement.
15.2 The Company shall have the right to assign this Agreement to any
successor to substantially all of its business or assets, and the Executive and
any such successor shall be bound by all provisions hereof.
15.3 Any notice required or permitted to be given pursuant to this
Agreement shall be in writing and sent to the party for whom or which intended,
at the address of such party set forth below, by registered or certified mail,
return receipt requested or at such other address as either party shall
designate by notice to the other in the manner provided herein for giving
notice:
If to the Company: PartnerCare, Inc.
000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
with a copy to: Snow Xxxxxx Xxxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxx Xxxxxx, Esq.
If to Executive: Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
15.7 This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
15.8 If any provision of this Agreement, or any part thereof, is held to be
illegal or unenforceable, the remainder of this Agreement shall nevertheless
remain in full force and effect.
15.9 Each of the parties hereto shall, at any time and from time to time
hereafter, upon the reasonable request of the other, take further action and
execute, acknowledge and deliver all such instruments of further assurance as
necessary to carry out the provisions of this Agreement.
15.10 This Agreement contains the entire agreement and understanding
between the Company and the Executive with respect to the subject matter hereof.
No representations or warranties of any kind or nature relating to the Company
or its business, assets, liabilities, operations, future plans or prospects have
been made by or on behalf of the Company to the Executive.
15.11 All controversies or claims arising out of or relating to this
Agreement, or the breach hereof, except for those relating to or arising out of
Sections 10, 11 and 12 hereof, or the breach of such Sections, shall be settled
by arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
15.12 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed entirely within that State.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written
JUNIPER FEATURES, LTD. PARTNERCARE, INC.
By:/s/Vlado Xxxx Xxxxxxxxxxx By:/s/Vlado Xxxx Xxxxxxxxxxx
Vlado Xxxx Xxxxxxxxxxx Xxxxx X. Xxxxxxxxxxx
Chairman Chairman
Consented and agreed to solely with
respect to Paragraph 4.1 and 4.3 of this Agreement.
/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
SCHEDULE A
1) DEVELOP AND XXXXXX STRATEGIC BUSINESS INITIATIVES WITH RESPECT TO ANY
HEATHCARE RELATED SERVICES AND PRODUCTS IN THE UNITED STATES AND WORLDWIDE.
2) MAINTAIN AND SUPPORT EXISTING PRODUCT LINES TO THE SATISFACTION OF OUR
CLIENTS.
3) KEEP THE CHAIRMAN AND CEO INFORMED OF THE CURRENT STATUS OF THE
COMPANY'S REVENUE STREAMS AND COST EXPOSURE.
4) PROMULGATE AND GROW NEW MARKETS AND PRODUCT LINES.
5) REPRESENT THE COMPANY IN ALL BUSINESS MATTERS APPROPRIATE AND GERMANE TO
THE COMPANY'S GROWTH, REPUTATION AND PERFORMANCE.
6) MAINTAIN HIGH ETHICAL AND PROFESSIONAL CONDUCT AND STANDARDS.
7) DEVELOP AND ORGANIZE A MANAGEMENT TEAM.
8) DEVELOP AND ORGANIZE A SALES AND MARKETING TEAM.
9) MAINTAIN THE APPROPRIATE STAFFING LEVELS.
10) DEVELOP MARKETING MATERIALS.
