Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into as
of the 12th day of January, 1998, between Concentra Managed Care, Inc., a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxx, M.D.
("Employee").
WITNESSETH:
WHEREAS, the Company desires to employ Employee on a part-time basis as
set forth in this Agreement and Employee desires to be employed by the Company
on such basis.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:
1. Employment and Term; Termination.
(a) The Company hereby agrees to employ Employee as a part
time employee, and Employee hereby agrees to accept such employment, on the
terms and conditions set forth herein, for the period commencing on the date
hereof (the "Effective Date") and expiring as on the second anniversary of the
Effective Date (unless sooner terminated as hereinafter set forth) (the "Term");
provided, however, that commencing on such second anniversary date, and each
anniversary of the date hereof thereafter, the Term of this Agreement shall
automatically be extended for one additional year unless at least ninety (90)
days prior to each such anniversary date, the Company or Employee shall have
given notice that it or he, as applicable, does not wish to extend this
Agreement.
(b) Anything herein to the contrary notwithstanding, either
party may terminate this Agreement: (i) without cause, upon ninety (90) days
prior written notice to the other party, or (ii) immediately upon written notice
to the other party in the event of such other party's breach of a material
provision of this Agreement, which breach remains uncured for a period of thirty
(30) days following receipt of written notice specifyng the breach complained
of.
2. Duties and Restrictions.
(a) Duties as Employee of the Company. Employee shall perform
services hereunder in connection with product development as may be directed by
the Company's Chief Executive Officer and as shall be reasonably acceptable to
Employee. Employee's services hereunder shall be on a part-time basis and,
unless otherwise agreed by the Company and Employee shall not exceed an average
of one (1) week per month.
(b) Confidentiality. Employee shall not, directly or
indirectly, at any time during or following the termination of his employment
with the Company, reveal, divulge, or make known to any person or entity, or use
for Employee's personal benefit (including, without limitation, for the purpose
of soliciting business, whether or not competitive with any business of the
Company or any of its subsidiaries or affiliates), any information acquired
during the course of employment hereunder with regard to the financial,
business, or other affairs of the Company or any of its subsidiaries or
affiliates, other than (1) material already in the public domain, (2)
information of a type not considered confidential by persons engaged in the same
business or a similar business to that conducted by the Company, or (3) material
that Employee is required to disclose under the following circumstances: (A) in
the performance by Employee of his duties and responsibilities hereunder,
reasonably necessary or appropriate disclosure to another employee of the
Company or to representatives or agents of the Company (such as independent
public accountants and legal counsel); (B) at the express direction of any
authorized governmental entity; (C) pursuant to a subpoena or other court
process; or (D) as otherwise required by law or the rules, regulations, or
orders of any applicable regulatory body.
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3. Compensation and Related Matters.
(a) Base Salary. Employee shall receive a base salary paid by
the Company ("Base Salary") at the annual rate of Fifty Thousand Dollars
($50,000) during each calendar year of the Term, payable in substantially equal
monthly installments (or such other more frequent times as executives of the
Company normally are paid). In addition, the Company shall, in good faith,
consider granting increases in the Base Salary based on Employee's performance
hereunder, changes to Employee's duties hereunder, and/or changes to Employee's
time commitment to the Company hereunder.
(b) Bonus Payments; Stock Options. Employee shall be entitled
to receive, in addition to the Base Salary, such bonus payments, if any, as the
Company may specify. The Company shall in good faith recommend for approval by
the Option and Compensation Committee of the Company's Board of Directors (the
"Committee") an award of options to purchase 25,000 shares of the Company's
common stock and shall in addition recommend such other awards as shall be
reasonably commensurate with Employee's contribution to the successful
development of a workers' compensation risk product; any such awards are subject
to the Committee's approval in its sole discretion.
(c) Expenses. During the term of his employment hereunder,
Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him (in accordance with the policies and procedures
established by the Board of Directors for its senior executive officers) in
performing services hereunder, including, without limitation pursuant to Section
3(e), provided that Employee properly accounts therefor in accordance with
Company policy.
(d) Other Benefits. Employee shall be entitled to participate
in or receive benefits under any employee benefit plan or other arrangement made
available by the Company now or in the future to its senior executive officers
and key management employees, subject to and on a basis consistent with the
terms, conditions, and overall administration of such plan or arrangement.
(e) Use of Condominium; Professional Expenses. Employee shall
during the Term have the use of the Company's condominium located in, Dallas,
Texas, or a reasonable substitute therefore in the event of the sale of such
property by the Company. The Company will reimburse Employee for the following
expenses related to Employee's professional licensure and certifications: (i)
annual state professional license fees for the states in which Employee is
licensed to practice medicine; (ii) annual dues for the American College of
Occupational and Environmental Medicine, and the annual dues for membership in
other specialty societies related to Employee's professional specialty; and (iv)
annual continuing medical education expenses in an amount not to exceed $3,000.
4. Successors; Binding Agreement.
(a) Successors. This Agreement shall be binding upon, and
inure to the benefit of, the Company, Employee, and their respective successors,
assigns, personal and legal representatives, executors, administrators, heirs,
distributees, devisees, and legatees, as applicable.
(b) Assumption. The Company will require any successor
(whether direct or indirect, by purchase of securities, merger, consolidation,
sale of assets, or otherwise) to all or substantially all of the business or
assets of the Company, by an agreement in form and substance reasonably
satisfactory to Employee, to expressly assume this Agreement and to agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
(c) Certain Payments. If Employee should die while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in
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accordance with the terms of this Agreement to Employee's devisee, legatee, or
other designee or, if there be no such designee, to Employee's estate.
5. Notice. For purposes of this Agreement, all notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when (a) delivered personally, (b) sent by
facsimile or similar electronic device and confirmed, (c) delivered by overnight
express, or (d) if sent by any other means, upon receipt. Notices and all other
communications provided for in this Agreement shall be addressed as follows:
If to Employee: Xxxxxxx X. Xxxx, M.D.
XX 0, Xxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
If to the Company: Concentra Managed Care, Inc.
000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax No.: (000) 000-0000
Attention: Chief Executive Officer
With a copy to: Concentra Managed Care, Inc.
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax No.: (000) 000-0000
Attention: General Counsel
or to such other address as either party may have furnished to the other in
writing in accordance herewith.
6. Miscellaneous. No provision of this Agreement may be modified,
waived, or discharged unless such waiver, modification, or discharge is agreed
to in a written instrument signed by Employee and the Company. No waiver by
either party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Delaware, excluding any choice-of-law
provisions thereof.
7. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
8. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same agreement.
9. Entire Agreement; Effectiveness. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date and year first above written.
THE COMPANY: EMPLOYEE:
CONCENTRA MANAGED CARE, INC.
a Delaware corporation
/s/ Xxxxxxx X. Xxxx, M.D.
------------------------------
Xxxxxxx X. Xxxx, M.D.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
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