EXHIBIT 10.9
THIS IS A FAIR AND ACCURATE ENGLISH TRANSLATION OF THE
ORIGINAL EMPLOYMENT CONTRACT BY AND BETWEEN XX. XXXXXXXXX
X. XXXXXX AND TRIPLE-S, INC. WHICH IS IN SPANISH
EMPLOYMENT CONTRACT
In the city of San Xxxx, Puerto Rico, today the 6th of December of 2001.
APPEAR
FOR THE FIRST PART: TRIPLE-S, INC., a corporation organized and engaged in
business in conformance with Commonwealth of Puerto Rico laws, represented here
by its Board of Director's President, XX. XXXXXXXX X. XXXXX, and by its Senior
Executive Officer, XX. XXXXXX X. XXXXXXX DEYNES, of legal age, married, the
latter a physician by trade, and residing in Guaynabo, Puerto Rico, and the
former an executive residing in Carolina, Puerto Rico, whose authorities and
duties they are prepared to justify as soon as it is required of them.
FOR THE SECOND PART: XXXXXXXXX X. XXXXXX XXXXXXX, of legal age, married, a
physician by trade and a resident of Rio Piedras, Puerto Rico.
The undersigned , whom I know personally and whose personal circumstances are
known to me by their declarations, assure me they have, and to my knowledge and
judgement have the legal capacity to execute this document, and to that effect,
freely and voluntarily.
EXPOSE
FIRST: For purposes of abbreviation and ease in understanding and analyzing this
agreement of intentions, the following terms shall have the meaning stated in
these definitions:
a. The "SEO"; The Senior Executive Officer of Triple-S, Inc., Xx.
Xxxxxx X. Xxxxxxx Deynes
b. The "BOARD"; The Board of Directors of Triple-S, Inc.
c. The "PBD"; President of the BOARD, Xx. Xxxxxxxx X. Xxxxx
d. The "VMDP"; The Senior Vice-president of the Medical, Dental
and Professional Matters Division, Xx. Xxxxxxxxx X. Xxxxxx
Xxxxxxx,
And
e. The "CONTRACT"; This Employment Contract.
SECOND: That Triple-S, Inc. is a company dedicated, among other activities, to
providing insurance coverage for the receipt of medical-hospital services
throughout the Commonwealth of Puerto Rico.
THIRD: that the VMDP is a vastly experienced professional in the Medical Field,
having obtained a Doctor of Medicine Degree from the University of Puerto Rico,
interning and specializing in internal medicine and Rheumatology at the
University of Puerto Rico School of Medicine's University Hospital. The VMDP
also is knowledgeable about health insurance plans, and the concepts of limiting
costs and of professional relationships, having served as Senior Vice-president
of the Medical, Dental and Professional Matters Division of Triple-S, Inc. since
June 10, 1996.
FOURTH: Since the VMDP's employment contract expires on December 31, 2001, the
parties to this agreement have agreed that the VMDP keep acting as such, with
obligations, functions, responsibilities, powers and rights similar to the ones
that constitute the employment relationship which will furthermore be agreed to
and noted here.
FIFTH: For purposes of establishing the internal relationship between both
contracting parts as herein stated, they agree to the present CONTRACT subject
to the following Clauses and Conditions.
GENERAL PROVISIONS
1. EXCELLENCE IN PERFORMANCE. Through this CONTRACT, the VMDP is
under the obligation of dedicating and directing all of his
working time, intellect, attention, energy, experience and
knowledge towards the protection of Triple-S, Inc.'s best
interests, within the framework of excellence his capacity and
ability permit.
2. OFFICER AND TITLE. The VMDP will carry the Title of Senior
Vice-president of the Medical, Dental and Professional Matters
Division of Triple-S, Inc.
3. HIERARCHY. The VMDP will respond directly to Triple-S, Inc.'s
SEO, and will inform the Board of Directors about Triple-S,
Inc.'s medical, dental and professional problems.
4. FIDUCIARY NORMS AND OBLIGATIONS. The VMDP will be under the
obligation to conform loyally and fully with all
administrative guidelines, rules, regulations and norms
established by Triple-S, Inc., developing and establishing the
operational controls necessary to protect Triple-S, Inc.'s
best interests. The VMDP will be loyal to Triple-S, Inc. at
all times, and will solemnly recognize the obligation
represented in his acceptance of the current title.
SPECIFIC PROVISIONS
5. PRINCIPAL FUNCTIONS. The functions the VMDP will undertake
through this contract will be all those related to Triple-S,
Inc.'s medical, dental and professional matters, and he will
be the person the SEO will turn to in dealing with these
medical, dental and professional matters. The VMDP's functions
will invariably be performed in Triple-S, Inc.'s best
interests and for its protection. The VMDP will participate in
meetings held by the Professional Relations and Reasonable Fee
Committee, the Dental and Reasonable Fee Committee, the
Revision of Use and Reasonable Fee Committee, and in the Board
of Directors, in the role of Advisor. His presence will be
required in the meetings held by these committees and by the
Board of Directors, unless the President of the Committee in
question, or the Board's, excuse his presence.
6. INCIDENTAL OR ACCESSORY FUNCTIONS. The VMDP should also
fulfill all those functions, tasks and commissions, incidental
or accessory, which the SEO assigns him from time to time,
including his presence in other Board Committees.
7. ECONOMIC REMUNERATION. The VMDP will be economically
remunerated in the following manner for the services that, in
keeping with this CONTRACT, he is under the obligation to
fulfill:
a. Salary. An annual salary of $214,745.00, equivalent to
$17,895.42 a month.
b. Christmas Bonus. A Christmas bonus equivalent to 5% of his
annual salary, plus half a month's salary, plus any bonus
Triple-S, Inc. is obligated by law provisions to pay. This
Christmas bonus will be paid in conformance to the Triple-S,
Inc.'s policies and norms applicable to their management
employees, and as modified from time to time.
c. Optional Additional Annual Bonus. The Board of Directors can
also, at their option, grant an optional additional annual
bonus that will be computed by the Board of Directors each
year, as is established in the following clause.
8. COMPUTING THE OPTIONAL ADDITIONAL ANNUAL BONUS. The Optional
Additional Annual Bonus (AAB) will be determined annually, at
the Board of Director's option, immediately after Triple-S,
Inc. receives its financial statements for the pertinent
economic year, certified by their internal auditors. The AAB
will be credited to the VMDP as soon as the Board has
determined it, and according to the criteria it establishes
for its payment. The Board of Directors will compute the AAB
at the time it considers the Vice Presidents' AABs.
9. DEFERRED COMPENSATION. The VMDP will have the power to, from
time to time, defer payments for any of the before mentioned
economic remuneration concepts in keeping with his wishes, if
and when such action is in accordance to the applicable law
provisions and to good corporate practices.
10. ANNUAL SALARY REVISION. The VMDP's SALARY will be reviewed
annually, effective January 1st of each year, beginning on
January 1, 2002. Said revision would take into account the
percent of change in Puerto Rico's general economic inflation
rate, as determined by the Planning Board for the previous
year, and other factors regarding compensation of other
Officers of same or similar position and responsibility within
the local industry and commerce, and any other relevant
factor. The BOARD shall do the computing of the salary change
at the time it reviews compensation to Vice-presidents.
11. FRINGE BENEFITS. The VMDP will have the right to all fringe
benefits such as: Retirement Plan, Health Plan, vacations,
sick leave, disability insurance and others, in conformance to
Triple-S, Inc.'s policies and norms as applicable to its
management employees, and as modified from time to time.
Triple-S, Inc. also will reimburse or pay the VMDP the following:
A. Representation, travel and miscellaneous expenses which are
reasonably and necessarily incurred in carrying out his
official duties;
B. Annual membership fees to two professional associations such
as the Puerto Rico College of Physicians and Surgeons, and the
Puerto Rico Medical Association, per prior approval from the
SEO, and
C. any other related expenses that the SEO deems necessary in
carrying out his duties.
12. DEDUCTIONS. Triple-S, Inc. will make all deductions from the
VMDP's remuneration that the law requires, such as: social
security, retained income taxes, and his spouse's and any
other optional dependent's life and disability insurance
portion. The VMDP is authorized to acquire any life insurance
coverage in addition to the one currently held by Triple-S,
Inc. , at his own responsibility and cost.
13. EXCLUSION FROM THE MINIMUM WAGE LAW. The VMDP recognizes that
the duties he will undertake are excluded from the Puerto Rico
Minimum Wage Law.
14. EFFECTIVENESS AND TERM OF CONTRACT. This contract's effective
date is established to be January 1, 2002 and its ending date
is December 31, 2005. The Board of Directors can, at their
option, renew this contract. The Board of Directors must
notify the VMDP no later than one year before the ending date
of this original contract term or of its renovation, of their
decision to renew or not renew it.
If Triple-S, Inc. decides not to renew the Contract, it is under the
obligation to pay the VMDP one year's salary. Triple-S, Inc.
must also have fulfilled all obligations to the VMDP which
correspond to his contract's terms, including those regarding
compensation and fringe benefits. Disbursement of this amount
shall occur no later than the last effective date of this
contract. In case this contract is renewed and then terminated
before the renovation's ending date, Triple-S, Inc. is under
the obligation of providing the VMDP with the same
compensation.
15. UNILATERAL RESOLUTION- JUST CAUSE. It is understood that
Triple-S, Inc. is assisted by just cause for unilaterally
dissolving this CONTRACT when the VMDP incurs in any of the
following behaviors:
a. negligence in carrying out his duties, or their late,
inadequate or inept performance;
b. conviction of a felony or misdemeanor involving moral
depravation;
c. insubordination;
d. material non-conformance to corporate norms, rules and
agreements, or those of this CONTRACT;
e. improper or disorderly conduct;
f. existence of a conflict of interests;
g. total , temporary or partial closing of Triple-S, Inc.`s
operations;
h. employment reductions that result from Triple-S, Inc.'s
diminishing business volume.
16. UNILATERAL RESOLUTION. The parties agree that Triple-S, Inc.
has the right to dissolve this contract at any time before the
agreed ending date. To exercise this right, the PBD and the
SEO will jointly notify the VMDP thirty days before the
effective date of said unilateral dissolution. As a condition
for Triple-S, Inc. to exercise this right, it must proceed
immediately with the total cash liquidation of the balance of
this professional employment contract, in addition
to the one year salary specified in paragraph 14, including
the fringe benefits, and subtracting the discounts applicable
by law. Triple-S, Inc. will have the option of continuing
monthly payments until the contract is completed.
17. PREMATURE TERMINATION- DEATH, DISABILITY OR BANKRUPTCY. If the
VMDP should die during this CONTRACT term, Triple-S, Inc. will
liquidate his wages through payment to the heirs. Besides the
life insurance the VMDP is entitled to as specified, and the
liquidation of his wages, the VMDP's heirs are not entitled to
any additional compensation.
If the VMDP should suffer a significant mental or physical disability,
or if Triple-S, Inc. should be brought, voluntarily or
involuntarily, to a bankruptcy process, Triple-S, Inc. can, at
its option entirely, dissolve this contract unilaterally. This
without the assumption that the VMDP's rights are violated in
case of a physical disability, due to the disability insurance
stated before.
For purposes of the last paragraph, it will be understood that the VMDP
suffers from significant physical or mental disability when he
absents himself from his employment for six consecutive
months, or he is absent in excess of NINETY PERCENT of said
SIX consecutive month period. In termination for any of the
before mentioned reasons, the payment of one year's salary
will not apply.
18. PREMATURE TERMINATION- TURNING 65 YEARS OLD. The VMDP, in
agreement with the SEO, can finalize this contract on the date
the VMDP turns 65 years old. This will be done through the
VMDP notification at least six months before the date he would
turn said age. In termination for the before mentioned
reasons, the payment of one year's salary will not apply.
19. PRIVILEGED MATERIAL- CONFIDENTIALITY. Except as formerly
stated, all the information Triple-S, Inc. shares with the
VMDP, or that he is privy to as a consequence of his employee
relationship with Triple-S, Inc., in the guise of any chores,
relationships, contacts, businesses, clients and duties, will
constitute privileged and confidential material.
Consequently, the VMDP will not divulge said information to third
parties, including Triple-S, Inc. employees, functionaries or
officers who do not have a legitimate reason to know this
information. The confidentiality and privilege obligation
discussed here shall survive the conclusion, unilateral
resolution or termination of this CONTRACT.
20. DOCUMENTS. At the end of this contract, the VMDP will keep or
return all documents, objects, materials and the rest of the
information he has obtained through Triple-S, Inc. business,
in the Triple-S, Inc. offices, recognizing at the same time
that said documents, objects, materials and related
information are the exclusive property of Triple-S, Inc.
21. LIMITATION- OTHER EMPLOYMENT OR DUTIES. The VMDP is not to
count on third parties for supplying any service, independent
of whether economic compensation is involved or not, unless
the SEO and PBD have previously given their express consent.
22. TRIPLE-S, INC. PERSONNEL. The VMDP will not solicit or
encourage the Triple-S, Inc. personnel to quit their jobs and
join him or a third party in other activities that are not to
Triple-S, Inc.'s benefit.
THIS CONTRACT IS AGREED UPON BY THE UNDERSIGNED IN CONSIDERATION OF THE
FOLLOWING:
MISCELLANEOUS PROVISIONS
23. CONTRACT CONSTRUCTION. Triple-S, Inc. and their legal
representative wrote this contract, therefore its intellectual
property and author's rights are theirs. At the same time, the
contract is a product of negotiations between both parties, so
no assumption or inference should be made in favor of any of
them.
24. CEDING. The VMDP may not totally or partially cede the
obligations and responsibilities assumed through this CONTRACT
to a third party.
25. PACT TOTALITY. This document constitutes the total and
complete pact agreed to by the contracting parts. No other
former agreement, contract or pact should be considered valid
or effective.
26. AMENDMENTS. In case the undersigned wish to amend the content
of any clause in this CONTRACT, this should be done in
writing, clearly stating which clause is being amended and
what the amendment consists of.
27. HEADINGS. The headings included in this CONTRACT have been
added to aid in reading and analyzing it. At no time should
these headings be interpreted as the pact agreed upon by the
undersigned, or that they amend the content of the clauses
each one heads.
28. LIMITED INVALIDITY. In case any clause in this CONTRACT is
declared null or illegal, the rest of the clauses will
continue with full effectiveness and force.
29. INTERPRETATION. This CONTRACT will be interpreted according to
the prevailing judicial order in the Commonwealth of Puerto
Rico.
30. JURISDICTION AND COMPETENCE. If it were necessary to
judicially annul any controversy related to this CONTRACT, the
parties will submit voluntarily to the jurisdiction of the
Puerto Rico Court of First Instance and would choose the San
Xxxx Halls of the Superior or District Court, as were the
case, to void it.
SUCH IS THE PACT agreed upon by contracting parties, which they recognize and
sign in San Xxxx, Puerto Rico on the date stated above.
Triple-S, Inc.
Signed Signed
----------------------------- -----------------------------------
By: Xx. Xxxxxxxx X. Xxxxx By: Xx. Xxxxxxxxx X. Xxxxxx Xxxxxxx
Signed
-----------------------------
By: Xxxxxx X. Xxxxxxx Deynes
