FORM OF EMPLOYMENT AGREEMENT
THIS AGREEMENT made this _____ day of ________, 1997 by and between YORK
HANNOVER HEALTH CARE, INC., a New York corporation (the "Company") having a
mailing address of 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
and _________________________________________________________ (the "Employee");
W I T N E S S E T H :
WHEREAS, the Company and the Employee desire to enter into an Employment
Agreement setting forth the terms and conditions under which the Employee shall
be employed by the Company;
NOW THEREFORE, in consideration of the mutual promises and mutual covenants
contained herein, the parties agree as follows:
1. EMPLOYMENT
The Company hereby hires Employee as ____________________ of the Company
and the Employee hereby accepts such employment, subject to the terms and
conditions of this Agreement.
2. DUTIES OF EMPLOYEE
The Employee will serve the Employer faithfully and to the best of his
ability under the direction of the Board of Directors of the Company. The
Employee shall be responsible for such duties as ______________________ as are
set forth in the Company's By-Laws and as delegated to him by the Board of
Directors of the Company. Notwithstanding anything to the contrary set forth
herein or in the By-Laws of the Company, the Employee shall not be required to
devote any particular amount of time to the performance of his duties as Chief
Executive Officer and shall not be prohibited from serving as an officer or
director of other unrelated business entities.
3. TERM OF EMPLOYMENT
This Agreement and the employment under this Agreement shall commence on
the date hereof and continue for three (3) years.
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4. COMPENSATION
Compensation for the Employee's services under this Agreement shall be as
follows:
A. On the date hereof, the Company shall issue Stock Warrants in the form
attached hereto as Exhibit A to the Employee, pursuant to which the Employee
shall be granted the right to purchase an additional 750,000 Common Shares of
the Company. The first tranche of warrants representing 250,000 Common Shares
may be exercisable by the Employee at any time within thirty-six months (36) of
the date hereof, at a price equal to the average closing bid price of the
Company's common shares for the first ten (10) trading days after the date
hereof (the "First Year Exercise Price"). The second 250,000 Common Shares
tranche of warrants may be exercised between the Thirteenth (13th) and
Forty-Eighth (48th) month after the date hereof, as a price equal to One Hundred
and Twenty Five Percent (125%) of the First Year Exercise Price. The final
250,000 Common Shares Tranche of Warrants may be exercised between the
Twenty-Fifth (25th) and Sixtieth (60th) month after the date hereof, at a price
equal to One Hundred and Fifty Percent (150%) of the First Year Exercise Price.
As used herein, Common Shares shall mean validly issued and fully paid and
non-assessable, par value $0.001 per share, registered shares of the Company
(after giving effect to the 4.6 for 1 Reverse Stock Split of the Common Shares)
as required by 6.01(b) of the agreement and Plan for Merger dated May 10, 1996;
and
B. Such additional compensation as may be approved from time to time by the
Company's Board of Directors.
5. EMPLOYEE SERVICE AS DIRECTOR
The Employee hereby consents to serve as a Director of the Company or any
parent, subsidiary or corporation affiliated with the Company, on the condition
that the Employee receive the same compensation paid to other directors of any
such company for their services as directors.
6. REIMBURSEMENT FOR EXPENSES
The Company shall reimburse the Employee for all reasonable expenses that
the employee shall incur in connection with his services for the Company
contemplated by this agreement, upon presentation by the Employee of such
appropriate vouchers and receipts or other documentation for such expenses as
are reasonably required by the Company.
7. BINDING EFFECT
This Agreement shall be binding on and inure to the benefit of any
successor or successors of the Company and to the personal representative of the
Employee.
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8. BINDING LAW
It is agreed that this Agreement shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
9. ENTIRE AGREEMENT
This Agreement shall constitute the entire Agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this Agreement shall not be binding either party except to the extent
incorporated in this Agreement.
10. MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of
each party.
11. NO WAIVER
The failure of either party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver
of any breach of any of the terms and conditions of this Agreement, shall not be
construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forebearance or
waiver had occurred.
12. ATTORNEY FEES
In the event that any action is filed in relation to this agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be required to pay, a reasonable sum for
the successful party's attorney's fees.
13. NOTICES
Any notice provided for or concerning this agreement shall be in writing
and shall be deemed sufficiently given when sent by certified or registered mail
if sent to the respective address of each party as set forth at the beginning
of this Agreement.
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EXECUTED as in instrument under seal as of the date first above written.
COMPANY
YORK HANNOVER
HEALTHCARE, INC.
By:
--------------------------------
Its: Treasurer
EMPLOYEE:
---------------------------------
Individually
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