EXHIBIT 10.23
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is effective as of the 1st day
of January, 1998 (the "Effective Date"), by and between Physician Health
Corporation, Delaware Corporation (the "Company") and Xxxxxx X. Xxxxxxx, Xx.
("Employee").
W I T N E S S E T H:
WHEREAS, Employee is employed as the Executive Vice President, Chief
Financial Officer and Treasurer of the Company; and
WHEREAS, the Company and Employee wish to document certain terms of the
employment of Employee in such capacity;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I. RESPONSIBILITIES
SECTION 1.1 SCOPE OF EMPLOYMENT. Employee is employed by Company to serve
as Executive Vice President, Chief Financial Officer and Treasurer of the
Company with the powers and responsibilities set forth for such position in the
Bylaws of the Company or as may be designated from time to time by the Chief
Executive Officer ("CEO") and Chairman of the Company, Xxxxx X. Xxxxxx.
Employee accepts employment upon the terms set forth in this Agreement and will
perform diligently to the best of his abilities those duties set forth in the
Bylaws or as may be designated from time to time by the CEO and Chairman of the
Company, Xxxxx X. Xxxxxx, and in this Agreement in a manner that promotes the
interests and goodwill of the Company. Employee will devote his best efforts and
40 hours per week, exclusive of paid vacation and sick time available to
Employee pursuant to Section 2.3 hereof, to and for the benefit of the Company.
Employee may, at his option, devote reasonable time and attention to civic,
charitable, business or social organizations or speaking engagements as he deems
appropriate and engage in the other activities set forth on Annex I attached
hereto.
ARTICLE II. COMPENSATION
SECTION 2.1 GENERAL TERMS. The Company agrees to compensate Employee on a
salary basis at an annual rate of Two Hundred Five Thousand Dollars ($205,000),
payable in accordance with the Company's ordinary payroll policies and
procedures subject to annual review and adjustment by the Board of Directors of
the Company (the "Board") or the Compensation Committee thereof.
Notwithstanding the foregoing, upon the consummation of the underwritten initial
public offering (the "IPO") of the Company's common stock or in the event that
any class of equity securities of the Company or one of its successors becomes
registered under the Securities Exchange "Act of 1934, as amended (the "Exchange
Act"), Employee will be compensated at an annual rate of Two Hundred Sixty
Thousand Dollars ($260,000).
SECTION 2.2 REIMBURSEMENT. It is acknowledged by the parties that
Employee, in connection with the services to be performed by him pursuant to the
terms of this Agreement, will be required to make payments for travel,
communications, entertainment of business associates and similar expenses. The
Company will reimburse Employee for all reasonable documented expenses of types
authorized by the Company and incurred by Employee in the performance of his
duties hereunder, including reasonable documented expenses related to providing
puzzles and other appropriate modest gifts to vendors and development prospects.
Employee will comply with such budget limitations and approval and reporting
requirements with respect to expenses as the Company may establish from time to
time. Approval of any reimbursement to Employee by the Company's Chief
Executive Officer shall be conclusive evidence that such reimbursement is
reasonable. Expenses incurred by Employee prior to the date of this Agreement
shall also be subject to the foregoing reimbursement provision.
SECTION 2.3 EMPLOYEE BENEFITS. During the term of this Agreement,
Employee shall be entitled to participate in and receive benefits under any and
all employee benefit plans and programs which are from time to time generally
made available to the executive employees of the Company including, without
limitation, health and disability insurance and bonuses as may be specified in
applicable employee manuals.
ARTICLE III.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION
SECTION 3.1 DEFINITIONS. For purposes of this Agreement, "Confidential
Information" is any data or information that is unique to the Company,
proprietary, competitively sensitive, and not generally known inside the
physician practice management industry, including, but not limited to, the
Company's initial business plan, prospective customers ("prospective customers"
is understood to mean those potential customers with whom or with which the
Company is engaged in active discussion about a business relationship), training
manuals, development plans, bidding and pricing procedures, market plans and
strategies, business plans and projections, internal performance statistics,
financial data, confidential personnel information concerning employees of the
Company, operational or administrative plans, policy manuals, terms and
conditions of contracts and agreements, and all similar information related to
the business of the Company's customers or potential customers or suppliers,
other than information that is publicly available. The term "Confidential
Information" shall not apply to information which is (i) already in Employee's
possession (unless such information was obtained by Employee from the Company in
the course of Employee's employment by the Company), including knowledge derived
by Employee related to the study of the physician practice management industry
conducted by Employee prior to his initial engagement by the Company; (ii)
received by Employee from a third party with no restriction on disclosure; (iii)
required to be disclosed by any applicable law or by an order of a court of
competent jurisdiction or (iv) contained in documents or other information that
is generally available to the public and filed by the Company with any
governmental agency or entity.
SECTION 3.2 USE AND DISCLOSURE. Employee recognizes and acknowledges that
the Confidential Information constitutes valuable, special and unique assets of
the Company and its affiliates. Except as required to perform Employee's duties
as an employee of the Company, until such time as they cease to be Confidential
Information through no act of Employee in violation of this Agreement, Employee
will not use or disclose any Confidential Information of the Company.
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The Company specifically acknowledges that Employee may be required to disclose
Confidential Information to prospective acquisition targets and to financing
sources in the performance of his duties hereunder and that such disclosure
shall not constitute a violation of the terms of this Agreement.
SECTION 3.3 SURRENDER. Upon the request of the Company and, in any event,
upon the termination of this Agreement for any reason, Employee will surrender
to the Company (i) all memoranda, notes, records, drawings, manuals or other
documents pertaining to the Company's business including all copies and/or
reproductions thereof and (ii) all materials involving any Confidential
Information of the Company.
ARTICLE IV. NONCOMPETITION
SECTION 4.1 RESTRICTION. In consideration of the severance provisions
contained herein and the access to the Confidential Information granted to
Employee, Employee hereby agrees that, until two years after the termination of
Employee's employment hereunder (the "Restricted Period"), Employee will not,
without the prior written consent of the Company, directly or indirectly, within
a fifty (50) mile radius of any Company location at which the Company conducts
its business (i) provide as a manager, employee, officer or consultant any
services of the type included in Employee's employment duties described below
for any medical management services company which develops, owns or manages
physician networks, engages in managed care contracting services or provides
management services to physician practices, or (ii) solicit or attempt to
solicit any employee of the Company either to work for Employee personally or on
behalf of any other person or entity. For purposes of this section, Employee's
employment duties shall consist of acting as Chief Financial Officer and
Treasurer. Notwithstanding the foregoing, in the event that this Agreement is
terminated by the Company without cause as provided in Section 6.1(a) hereof, or
by the Company following a Change In Control as defined in Section 7.2 hereof,
the restrictions set forth in this Section 4.1 shall not apply; provided,
however, that should the Company terminate this Agreement following a Change In
Control and continue to pay Employee his then current salary as of the date of
termination for a period of two (2) years following such termination on a timely
basis, the restrictions set forth in this Section 4.1 shall apply for such two
(2) year period. The foregoing restrictions shall not apply to Employee's
dealings with business identified in annexes to the April 1996 letter agreement
between Employee and the Company.
SECTION 4.2 REFORMATION AND SEVERANCE. If a judicial determination is
made that any of the provisions of the above restriction constitutes an
unreasonable or otherwise unenforceable restriction against Employee, it shall
be rendered void only to the extent that such judicial determination finds such
provisions to be unreasonable or otherwise unenforceable. In this regard, the
parties hereby agree that any judicial authority construing this Agreement shall
be empowered to sever any portion of the prohibited business activity from the
coverage of this restriction and to apply the restriction to the remaining
portion of the business activities not so severed by such judicial authority.
Moreover, notwithstanding the fact that any provisions of this restriction are
determined by a court not to be specifically enforceable through injunctive
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relief, the Company shall nevertheless be entitled to seek to recover monetary
damages as a result of the breach of such provision by Employee. The time
period during which the restrictions shall apply shall be tolled and suspended
as to Employee for a period equal to the aggregate quantity of time during which
Employee violates such prohibitions in any material respect; provided that the
Company is able to demonstrate that it has been damaged by any such violation by
a loss of income experienced by the Company as the result of such violation.
ARTICLE V. TERM
This Agreement shall continue in full force and effect commencing on the
Effective Date until either party terminates the Agreement pursuant to the terms
of Article VI hereof.
ARTICLE VI. TERMINATION
SECTION 6.1 TERMINATION. Employee's employment hereunder will terminate
upon the occurrence of any of the following events:
(a) By Company Without Cause. The Company may terminate this
Agreement at any time without cause. In the event of the termination of
this Agreement pursuant to this Subsection, Employee's salary shall be paid
at the then current rate, for a period of one year after termination
pursuant to this Subsection. Employee also shall be entitled to receive
expense reimbursements under Section 2.2 hereof for expenses incurred in
the performance of his duties prior to termination.
(b) By Employee Without Cause. Employee may terminate this Agreement
at any time without cause. Upon termination of his employment pursuant to
this Subsection, the Company will pay any portion of Employee's salary at
the then current rate and benefits, if any, accrued but unpaid from the
last monthly payment date to the date of termination. Employee shall also
be paid expense reimbursements under Section 2.2 hereof for expenses
incurred in the performance of his duties hereunder prior to termination.
(c) By Company With Cause. This Agreement may be terminated by
Company acting through its Chief Executive Officer at any time upon written
notice for any of the following reasons:
I. a substantial breach by the Employee of a material provision of
this Agreement, which breach remains uncorrected for more than
thirty (30) days following written notice detailing the specific
provision for which a breach is alleged, and setting forth the
actions, which, when taken, will correct the breach;
II. conviction of the Employee for a felony which in the reasonable
judgment of the CEO materially affects Employee's ability to
perform his duties pursuant to this Agreement;
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III. commission by Employee of an act of fraud, embezzlement, or
material dishonesty against the Company or its affiliates as
determined by the Company's Chief Executive Officer based on
information she deems reasonable and adequate; or
IV. intentional neglect of or material inattention to Employee's
duties, which neglect or inattention remains uncorrected for more
than thirty (30) days following written notice from the Board
detailing the Board's concern.
Employee will not be entitled to any severance pay or other compensation
upon termination of his employment pursuant to this Subsection except for
any portion of his base salary accrued but unpaid from the last monthly
payment date to the date of termination and expense reimbursements under
Section 2.2 hereof for expenses incurred in the performance of his duties
hereunder prior to termination.
Prior to any termination for cause based on allegations of improper payment
or reimbursement of business or personal expenses, Employee will be given
written notice of the expenses at issue and the opportunity to pay to the
Company such expenses during the ten (10) day period following the delivery
of the notice. In the event that the payment is made during the ten (10)
day period, the Employee will not be terminated. If at the time of
Employees termination for cause Xxxxx X. Xxxxxx is not the Company's
Chairman of the Board or Chief Executive Officer or in the event that
during the 90 day period following the date of Employee's termination for
cause Xxxxx X. Xxxxxx is removed as the Company's Chairman of the Board or
Chief Executive Officer, any determination made under subparagraph III
above must be confirmed by arbitration in accordance with the "Expedited
Procedures" set forth in the Commercial Arbitration Rules of the American
Arbitration Association as then in effect (the "Rules"). The arbitration
shall be held in such place in the metropolitan Atlanta, Georgia area as
may be specified by the arbitrator, and shall be conducted in accordance
with the Rules and (regardless of any other choice of law provision in this
agreement) the United States Arbitration Act (9 U.S.C. (S)(S)1-16) to the
extent not inconsistent with this Agreement. The decision of the
arbitrator will be final and binding upon the parties. The determination
of which party (or combination of them) will bear the costs and expenses of
the arbitration proceeding shall be determined by the arbitrator. The
arbitrator will have the discretionary authority to award to a party part
of the reasonable attorney's fees expense of a party. The Company and
Employee further acknowledge and agree that either party must request
arbitration of any claim or controversy within sixty (60) days of the date
of the event giving rise to the claim or controversy by giving written
notice of the party's request for arbitration. Failure to give notice of
any claim or controversy within sixty (60) days of the event giving rise to
the claim or controversy shall constitute waiver of the claim or
controversy.
(d) Termination on Death. In the event of Employee's death, this
Agreement will be deemed to have terminated on the date of his death. In
the event of his death, the Company will pay to the testamentary trusts
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created by Employee's will, or if there are no such trusts, to his estate,
any portion of Employee's salary at the then current rate and benefits, if
any, accrued but unpaid from the last monthly payment date to the date of
termination. Additionally, the Company will pay to such testamentary trusts
or Employee's estate expense reimbursements under Section 2.2 hereof for
expenses incurred in the performance of his duties hereunder prior to his
death.
(e) Termination on Disability. This Agreement will terminate
immediately in the event Employee becomes physically or mentally disabled.
Employee will be deemed disabled if, as a result of Employee's incapacity
due to physical or mental illness, Employee shall have been absent from his
duties with the Company on a full-time basis for 120 consecutive business
days. In the event of the termination of this Agreement pursuant to this
Subsection, Employee's salary shall be paid at the then current rate for a
period of three (3) months. Additionally, the Company will pay Employee
expense reimbursements under Section 2.2 hereof for expenses incurred in
the performance of his duties hereunder prior to termination.
(f) By Employee on Constructive Termination. Employee shall have the
right to terminate this Agreement in the event that his duties or
responsibilities are substantially diminished or in the event of
irreconcilable policy differences between Employee and the Company's Chief
Executive Officer. In the event of termination of this Agreement pursuant
to this Subsection, Employee's salary shall be paid at the then current
rate, for a period of one year after termination pursuant to this
Subsection. Employee shall also be entitled to receive expense
reimbursements under Section 2.2 hereof for expenses incurred in
performance of his duties prior to termination. Any disputes under this
subparagraph (f) must be submitted to arbitration in accordance with the
"Expedited Procedures" set forth in the Rules. The arbitration shall be
held in such place in the metropolitan Atlanta, Georgia area as may be
specified by the arbitrator, and shall be conducted in accordance with the
Rules and (Regardless of any other choice of law provision in this
agreement) the United States Arbitration Act (9 U.S.C. (S)(S)1-16) to the
extent not inconsistent with this Agreement. The decision of the
arbitrator will be final and binding upon the parties. The determination
of which party (or combination of them) will bear the costs and expenses of
the arbitration proceeding shall be determined by the arbitrator. The
arbitrator will have the discretionary authority to award to a party part
of the reasonable attorney's fees expense of a party. The Company and
Employee further acknowledge and agree that either party must request
arbitration of any claim or controversy within sixty (60) days of the date
of the event giving rise to the claim or controversy by giving written
notice of the party's request for arbitration. Failure to give notice of
any claim or controversy within sixty (60) days of the event giving rise to
the claim or controversy shall constitute waiver of the claim or
controversy.
ARTICLE VII. CHANGE IN CONTROL TERMINATION PAYMENT
SECTION 7.1 TERMINATION PAYMENT. Notwithstanding anything to the contrary
contained in Article VI hereof, if, after a Change In Control (as defined in
Section 7.2 hereof), Employee's employment with the Company terminates pursuant
to Section 6.1(a) of this Agreement following a Change In Control or Employee
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terminates this Agreement because he is requested to relocate, his salary is
reduced from the amount in effect immediately prior to the Change in Control,
his title is reduced or his duties and responsibilities are substantially
diminished, the Company will pay Employee a lump sum payment (the "Termination
Payment") in cash equal to three years salary at the then current rate in effect
immediately prior to the Change In Control. The Termination Payment shall be
payable on or before the tenth (10th) day following the date of termination of
employment. Late payments of the Termination Payment shall bear interest at the
rate of eight percent (8%) per annum.
SECTION 7.2 CHANGE IN CONTROL. A Change In Control will be deemed to have
occurred for purposes hereof, upon any one of the following events: (i) any
person (within the meaning of Sections 13(d) and 14(d) of the Exchange Act),
other than the Company (including its subsidiaries, directors, and executive
officers) has become the beneficial owner, within the meaning of Rule 13d-3
under the Exchange Act, of fifty percent (50%) or more of the combined voting
power of the Company's then outstanding Common Stock or equivalent in voting
power of any class or classes of the Company's outstanding securities ordinarily
entitled to vote in elections of directors ("voting securities"); or (ii) shares
representing fifty percent (50%) or more of the combined voting power of the
Company's voting securities are purchased pursuant to a tender offer or exchange
offer (other than an offer by the Company or its subsidiaries or affiliates); or
(iii) as a result of, or in connection with, any tender offer or exchange offer,
merger or other business combination, sale of assets, or contested election, or
any combination of the foregoing transactions (a "Transaction"), the persons who
were Directors of the Company before the Transaction shall cease to constitute a
majority of the Board of the Company or of any successor to the Company; or (iv)
following the Effective Date, the Company is merged or consolidated with another
corporation and as a result of such merger or consolidation less than fifty
percent (50%) of the outstanding voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by the former shareholders of
the Company, other than (A) any party to such merger or consolidation, or (B)
any affiliates of any such party; or (v) the Company transfers more than fifty
percent (50%) of its assets, or the last of a series of transfers results in the
transfer of more than fifty percent (50%) of the assets of the Company, to
another entity that is not wholly-owned by the Company; or (vi) Xxxxx X.
Xxxxxx'x employment by the Company as Chief Executive Officer is terminated.
For purposes of subsection (v), the determination of what constitutes fifty
percent (50%) of the assets of the Company shall be made by the Board, as
constituted immediately prior to the events that would constitute a Change in
Control if fifty percent (50%) of the Company's assets were transferred in
connection with such events, in its sole discretion. Notwithstanding anything
to the contrary contained in this Section 7.2, a Change In Control shall not be
deemed to have occurred for the purposes hereof, upon any of the following
events: (1) the consummation of an IPO; or (2) the conversion of existing
classes of Class A Stock and Preferred Stock of the Company into Common Stock.
SECTION 7.3 NO RIGHT TO CONTINUED EMPLOYMENT. This Article VII will not
give Employee any right of continued employment or any right to compensation or
benefits from the Company except the rights specifically stated herein.
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SECTION 7.4 ARBITRATION. Any dispute arising under this Article VII will
be resolved in the manner provided in Article VIII.
ARTICLE VIII. ARBITRATION
SECTION 8.1 SCOPE. The Company and Employee acknowledge and agree that
any claim or controversy arising out of or relating to Section VII of this
Agreement shall be settled by final and binding arbitration in the city in which
the Company's principal executive offices are located in accordance with the
National Rules of the American Arbitration Association for the Resolution of
Employment Disputes in effect on the date of the event giving rise to the claim
or controversy. The Company and Employee further acknowledge and agree that
either party must request arbitration of any claim or controversy within sixty
(60) days of the date of the event giving rise to the claim or controversy by
giving written notice of the party's request for arbitration. Failure to give
notice of any claim or controversy within sixty (60) days of the event giving
rise to the claim or controversy shall constitute waiver of the claim or
controversy.
SECTION 8.2 PROCEDURES. All claims or controversies subject to
arbitration shall be submitted to arbitration within six (6) months from the
date that a written notice of request for arbitration is effective. All claims
or controversies shall be resolved by a panel of three (3) arbitrators who are
licensed to practice law in the State of Georgia and who are experienced in the
arbitration of labor and employment disputes. These arbitrators shall be
selected in accordance with the National Rules of the American Arbitration
Association for the Resolution of Employment Disputes in effect at the time the
claim or controversy arises. Either party may request that the arbitration
proceeding be stenographically recorded by a Certified Shorthand Reporter. The
arbitrators shall issue a written decision with respect to all claims or
controversies within thirty (30) days from the date the claims or controversies
are submitted to arbitration. The parties shall be entitled to be represented
by legal counsel at any arbitration proceedings. The determination of which
party (or combination of them) will bear the costs and expenses of the
arbitration proceeding will be determined by the arbitrators. The arbitrators
will have the discretionary authority to award to a party part of the reasonable
attorney's fees expense of a party.
SECTION 8.3 ENFORCEMENT. The Company and Employee acknowledge and agree
that the arbitration provisions in this Agreement may be specifically enforced
by either party, and that submission to arbitration proceedings may be compelled
by any court of competent jurisdiction. The Company and Employee further
acknowledge and agree that the decision of the arbitrators may be specifically
enforced by either party in any court of competent jurisdiction.
SECTION 8.4 LIMITATIONS. Notwithstanding the arbitration provisions set
forth herein, Employee and the Company acknowledge and agree that nothing in
this Agreement shall be construed to require the arbitration of any claim or
controversy arising under Articles III or IV of this Agreement. These
provisions shall be enforceable by any court of competent jurisdiction and shall
not be subject to arbitration. Employee and the Company further acknowledge and
agree that nothing in this Agreement shall be construed to require arbitration
of any claim for workers' compensation or unemployment compensation.
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ARTICLE IX. GENERAL TERMS
SECTION 9.1 NOTICES. All notices and other communications hereunder will
be in writing or by written telecommunication, and will be deemed to have been
duly given if delivered personally or if sent by overnight courier or by written
telecommunication, to the relevant address set forth below, or to such other
address as the recipient of such notice or communication will have specified to
the other party hereto in accordance with this Section:
If to the Company to:
Physician Health Corporation
One Lakeside Commons
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxx, President
Fax No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxxx L.L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxxx X. Xxxx, III
Fax No.: (000) 000-0000
If to Employee, to:
Xxxxxx X. Xxxxxxx, Xx.
___________________________
___________________________
Fax No.: ___________________
with a copy to:
___________________________
___________________________
___________________________
___________________________
Fax No.: ___________________
SECTION 9.2 WITHHOLDING; NO OFFSET. All payments required to be made by
the Company under this Agreement to Employee will be subject to the withholding
of such amounts, if any, relating to federal, state and local taxes as may be
required by law. No payment under this Agreement will be subject to offset or
reduction attributable to any amount Employee may owe to the Company or any
other person.
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SECTION 9.3 ENTIRE AGREEMENT; MODIFICATION. This Agreement and its
Attachments constitute the complete and entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
between the parties. The parties have executed this Agreement based upon the
express terms and provisions set forth herein and have not relied on any
communications or representations, oral or written, which are not set forth in
this Agreement.
SECTION 9.4 AMENDMENT. The covenants or provisions of this Agreement may
not be modified by an subsequent agreement unless the modifying agreement: (i)
is in writing; (ii) contains an express provision referencing this Agreement;
(iii) is signed and executed on behalf of the Company by an officer of the
Company other than Employee; (iv) is approved by resolution of the Board; and
(v) is signed by Employee.
SECTION 9.5 LEGAL CONSULTATION. Both parties have been accorded a
reasonable opportunity to review this Agreement with legal counsel prior to
executing this Agreement.
SECTION 9.6 CHOICE OF LAW. This Agreement and the performance hereof will
be construed and governed in accordance with the laws of the State of Georgia,
without regard to its choice of law principles.
SECTION 9.7 ATTORNEY'S FEES; INTEREST.
(a) If legal action is commenced by either party to enforce or defend
its rights under this Agreement, the party substantially obtaining the
relief requested in such action shall be entitled to recover its costs and
reasonable attorneys' fees in addition to any other relief granted.
(b) In the event that Xxxxx X. Xxxxxx ceases to serve as Chairman of
the Board or Chief Executive Officer of the Company, the Company fails to
fulfill its obligations to Employee under this Agreement and Employee takes
legal action or submits issues to arbitration to enforce his rights under
this Agreement, the Company will pay any and all legal fees incurred by
Employee in successfully enforcing his rights under this Agreement. Such
fees shall be paid monthly in advance by the Company based on the estimates
of Employee's counsel. Any unused advances shall be returned to the
Company. In the event that a court or arbitration panel determines that
Employee's legal actions were without merit, Employee shall be obligated to
reimburse the Company for all such advances. The Company waives any rights
to contest the enforceability of this Section 9.7(b) on public policy or
any other grounds.
(c) Any amounts recovered by Employee as damages resulting from a
breach by the Company of the terms of this Agreement shall bear interest at
the rate of eight percent (8%) per annum from the date that the breach
occurred.
SECTION 9.8 SUCCESSORS AND ASSIGNS. The obligations, duties and
responsibilities of Employee under this Agreement are personal and shall not be
assignable. In the event of Employee's death or disability, this Agreement
shall be enforceable by Employee's estate, executors or legal representatives.
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SECTION 9.9 WAIVER OF PROVISIONS. Any waiver of any terms and conditions
hereof must be in writing and signed by the parties hereto. The waiver of any
of the terms and conditions of this Agreement shall not be construed as a waiver
of any subsequent breach of the same or any other terms and conditions hereof.
SECTION 9.10 SEVERABILITY. The provisions of this Agreement shall be
deemed severable, and if any portion shall be held invalid, illegal or
enforceable for any reason, the remainder of this Agreement shall be effective
and binding upon the parties provided that the substance of the economic
relationship created by this Agreement remains materially unchanged.
SECTION 9.11 REMEDIES. The parties hereto acknowledge and agree that upon
any breach by Employee of his obligations under either of Articles III and IV
hereof, the Company will have no adequate remedy at law, and accordingly will be
entitled to specific performance and other appropriate injunctive and equitable
relief. No remedy set forth in this Agreement or otherwise conferred upon or
reserved to any party shall be considered exclusive of any other remedy
available to any party, but the same shall be distinct, separate and cumulative
and may be exercised from time to time as often as occasion may arise or as may
be deemed expedient.
SECTION 9.12 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which will be deemed an original, and all of which
together will constitute one and the same instrument.
[intentionally left blank]
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IN WITNESS WHEREOF, Company and Employee have caused this Agreement to be
executed on the day and year indicated below to be effective on the day and year
first written above.
EMPLOYEE:
________________________________________________ ______________________
Xxxxxx X. Xxxxxxx, Xx. Date
COMPANY:
Physician Health Corporation
By: ____________________________________________ ________________________
Xxxxx X. Xxxxxx, President Date
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