EXHIBIT 10.1
[EXECUTION VERSION]
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), made and entered into as
of March 1, 2005 (the "Effective Date"), is by and between HealthSouth
Corporation, a Delaware corporation ("Corporation"), and Xxxxxx x. xxxxx, an
individual resident of Tennessee (the "Executive").
RECITALS
The Corporation desires to employ the Executive as its President of
the Surgery Center Division effective as of the Effective Date, and the
Executive desires to accept such employment effective as of the Effective Date,
on the terms and conditions set forth herein.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
Section 1. Employment. The Corporation hereby employs the Executive,
and the Executive hereby accepts employment, all on the terms and conditions
herein.
Section 2. Services; Extent of Services.
(a) Duties and Responsibilities. The Executive is hereby employed as
President of the Surgery Center Division, the authority, duties and
responsibilities of which will be as follows: the Executive will (i) manage,
review and supervise the Surgery Center Division of the Corporation; (ii)
report to Xxxxxxx X. Xxxx, Chief Operating Officer of the Corporation; (iii)
have the powers and duties determined or directed by the Board of Directors,
the Chief Executive Officer, and the Chief Operating Officer; and (iv) comply
with the various policies, procedures and codes of conduct of the Corporation
in effect from time to time which apply to other employees and executive
officers.
(b) Full Business Attention. The Executive will devote his full
business attention and energies to the business of the Corporation during the
Term (as defined below) and will physically report and will render all the
Executive's services contemplated hereunder to the Corporation at its offices
in Birmingham, Alabama or at any other location in which the Corporation is
headquartered; provided, however, that the foregoing requirement to render
services in Birmingham shall not apply when the Executive is traveling on
company business.
(c) Other Activities. Notwithstanding anything to the contrary
contained in Section 2(b), the Executive will be permitted to engage in the
following activities, provided that such activities do not materially interfere
or conflict with the Executive's duties and responsibilities to the
Corporation:
(i) the Executive may serve on the governing boards of, or
otherwise participate in, a reasonable number of trade associations
and charitable organizations whose purposes are not inconsistent with
the activities and the image of the Corporation;
(ii) the Executive may engage in a reasonable amount of
charitable activities and community affairs; and
(iii) subject to the prior approval of the Nominating /
Corporate Governance Committee of the Board of Directors of the
Corporation, the Executive may serve on the board of directors of up
to one (1) business corporations or other for-profit entities,
provided that they do not compete, directly or indirectly, with the
Corporation.
Section 3. Compensation.
(a) Base Salary. In consideration of the services provided hereunder,
the Corporation shall pay the Executive during the Term a salary of Three
Hundred Twenty-Five Thousand and No/100 Dollars ($325,000.00) per year (the
"Base Salary"). The Corporation shall pay the Base Salary in arrears in equal
installments in accordance with the Corporation's payroll policy in effect from
time to time for other similarly-situated officers of the Corporation.
(b) Bonus. During the Term, the Executive will be entitled to receive
cash bonus payments in an amount per year targeted at 60% of the amount of the
Base Salary in accordance with the senior management bonus plan, which is
currently being developed for the year ended December 31, 2005.
(c) Benefits. During the Term, the Executive will be entitled to the
following benefits:
(i) Employee Benefit Plans. The Executive will be entitled to
participate in all employee benefit plans of the Corporation
(including incentive or equity compensation plans) on such terms as
are offered for the general benefit of other similarly-situated
officers of the Corporation, subject to the provisions of such plans
as may be in effect from time to time.
(ii) Vacation; Sick Leave. The Executive will be entitled to
vacation and sick leave on such terms as are offered for the benefit
of other similarly-situated officers of the Corporation.
(d) Expense Reimbursement. The Corporation shall reimburse the
Executive, in accordance with the Corporation's policies, for all reasonable
business expenses incurred by the Executive in connection with the performance
of the Executive's obligations hereunder.
(e) Taxes. All payments made by the Corporation under this Agreement
will be subject to withholding of such amounts as is required pursuant to any
applicable law or regulation.
(f) Equity Incentives. The Corporation agrees to provide the
Executive with equity incentives commensurate with the incentives
provided to similarly-situated officers of the Corporation, upon terms
no less favorable than those applicable to such similarly-situated
officers. The Corporation agrees that under the Corporation's existing
equity incentive program the Executive is targeted to receive an
annual grant of 30,000 shares of restricted stock and an annual option
to purchase 55,000 shares of the Corporation's common stock, par value
$0.01.
(g) Relocation Expenses. The Corporation shall reimburse the Executive
for the following expenses (to the extent they are reasonable and appropriately
documented) incurred by the Executive in connection with such relocation:
(i) two (2) house hunting trips for the purpose of searching
for a new primary residence;
(ii) temporary living and weekly commuting expenses for a
period of six (6) months from the Effective Date ;
(iii) transportation of household goods and vehicles to a new
primary residence;
(iv) storage of household goods for a period of six (6)
months from the Effective Date;
(v) closing costs, including legal fees, incurred in
connection with the purchase of the primary residence in Birmingham,
Alabama or surrounding communities; and
(vi) closing costs, including real estate agency commissions
relating to the sale of the Executive's primary residence in
Tennessee.
Section 4. Term. The term of this Agreement will commence on the
Effective Date and will continue for a term of two (2) year following the
Effective Date (the "Term"), unless earlier terminated pursuant to the
provisions of Section 5 below.
Section 5. Termination of Employment.
(a) Termination by Corporation for Cause. The Executive's employment
by the Corporation will terminate immediately upon written notice to the
Executive if the Corporation elects to discharge the Executive for Cause (as
hereinafter defined). For purposes hereof, "Cause" means:
(i) the Executive's act of fraud, misappropriation, or
embezzlement with respect to the Corporation;
(ii) the Executive's indictment for, conviction of, or plea
of guilt or no contest to, any felony;
(iii) the suspension or debarment of the Executive or of the
Corporation or any of its affiliated companies or entities as a direct
result of any act or omission of the Executive in connection with his
employment with the Corporation from participation in any Federal or
state health care program;
(iv) the Executive's admission of liability of, or finding of
liability for, the violation of any "Securities Laws" (as hereinafter
defined). As used herein, the term "Securities Laws" means any Federal
or state law, rule or regulation governing the issuance or exchange of
securities, including without limitation the Securities Act of 1933,
the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder;
(v) an indication any agency or instrumentality of any state
or the United States of America, including but not limited to the
United States Department of Justice, the United States Securities and
Exchange Commission or any committee of the United States Congress
that the Executive is a target or subject of any investigation or
proceeding into the actions or inactions of the Executive
(collectively, the "Investigations");
(vi) the Executive's failure after reasonable prior written
notice to comply with any valid and legal directive of the Chief
Executive Officer, the Chief Operating Officer or the Board of
Directors of the Corporation; or
(vii) Other than as provided in Sections 5(a)(i) - (vi)
above, the Executive's material breach of any material provision of
this Agreement that is not remedied within fifteen (15) days of the
Executive being provided written notice thereof from the Corporation.
Repeated breaches of a similar nature, such as the failure to report
to work, perform duties, or follow directions, all as provided herein,
shall not require additional notices as provided Section 5(a)(vi) or
(vii).
(b) Termination by Corporation Without Cause. The Corporation may
terminate this Agreement Without Cause upon at least thirty (30) days prior
written notice to the Executive. Any termination of this Agreement by the
Corporation for a reason other than for Cause shall be considered a termination
Without Cause.
(c) Death or Disability. The Executive's employment by the Corporation
will immediately terminate upon the Executive's death and, at the option of
either the Executive or the Corporation, exercisable upon written notice to the
other party, may terminate upon the Executive's Disability (as hereinafter
defined). For purposes of this Agreement, "Disability" will occur if (i) the
Executive becomes eligible for full benefits under a long-term disability
policy provided by the Corporation, if any, or (ii) the Executive has been
unable, due to physical or mental illness or incapacity, to perform the
essential duties of his employment with reasonable accommodation for a
continuous period of ninety (90) days or an aggregate of one-hundred eighty
(180) days during the Term.
(d) Termination by the Executive for Good Reason. The Executive may
terminate this Agreement at any time upon thirty (30) days' prior written
notice to the Corporation and the Corporation fails to cure such event within
such thirty-day period (any such termination referenced in clauses (i) - (iii)
below, constituting termination for "Good Reason"):
(i) if the Corporation fails to make all or any portion of
any payment, or offer all or any portion any benefits, required by
Section 3 hereof when such payments or benefits are due;
(ii) if the Corporation materially modifies the senior
management bonus plan or equity incentive plan such that the targeted
cash bonus levels and targeted incentive compensation levels
applicable to the Executive are materially lower than those levels of
other similarly-situated executive officers of the Corporation; and
(ii) except as otherwise set forth in clause (i) above, if
the Corporation materially breaches any of its other duties or
obligations hereunder.
(e) Termination by the Executive without Good Reason. The Executive
may terminate this Agreement without Good Reason upon at least thirty (30) days
prior written notice to the Corporation.
(f) Change in Control. The Executive may terminate this Agreement
within sixty (60) days following a "Change in Control" (as hereinafter
defined). For purposes of this Agreement, a "Change in Control" will be deemed
to have taken place if, whether in a single transaction or a series of
transactions:
(i) any person or entity, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
other than the Corporation, or any employee benefit plan of the
Corporation or any of its subsidiaries, becomes the beneficial owner,
directly or indirectly, of the Corporation's securities having fifty
percent (50%) or more of the combined voting power of the then
outstanding securities of the Corporation that may be cast for the
election of directors of the Corporation or otherwise has the ability
to elect the directors of the Corporation (other than as a result of
the issuance of securities initiated by the Corporation in the
ordinary course of business);
(ii) as the result of, or in connection with, any cash tender
or exchange offer, merger or other business combination, or any
combination of the foregoing transactions, the holders of all the
Corporation's securities entitled to vote generally in the election of
directors of the Corporation immediately prior to such transaction
constitute, following such transaction, less than a majority of the
combined voting power of the then-outstanding securities of the
surviving entity (or in the event each entity survives, the surviving
entity that is the parent entity) entitled to vote generally in the
election of the directors of such surviving entity (or in the event
each entity survives, the surviving entity that is the parent entity)
after such transactions; or
(iii) the Corporation sells, transfers or leases all or
substantially all of the assets or business or of the Corporation and
its subsidiaries, collectively, or of the Surgery Center Division of
the Corporation.
Notwithstanding the foregoing, the occurrence of any of the following
events, by themselves, will not be deemed to constitute a "Change in
Control": (x) if, pursuant to or within the meaning of the United
States Bankruptcy Code or any other Federal or state law relating to
insolvency or relief of debtors, the Corporation (A) commences a
voluntary case or proceeding (and the Change of Control takes place
pursuant to such proceeding); or (B) consents to the entry of an order
for relief against it in an involuntary case (and the Change of
Control takes place pursuant to such proceeding); or (y) if any of the
events or transactions otherwise constituting a Change of Control
under this Section 5(f) shall not involve, at the time or within a
sixty (60) day period thereafter, a substantial diminishment in the
Executive's duties, authority or responsibilities as President of the
Surgery Center Division so that they are no longer consistent with the
position of president of an Surgery Center Division of a public
corporation.
Section 6. Effect of Termination.
(a) Termination by the Corporation for Cause; Termination by the
Executive Without Good Reason. Upon termination of this Agreement (i) by the
Corporation for Cause pursuant to Section 5(a) above, or (ii) by the Executive
Without Good Reason pursuant to Section 5(e) above, the Executive will be
entitled to receive (i) Base Salary and bonus payments, payments in respect of
accrued but unpaid vacation and reimbursement for business expenses, in each
case due, accrued or payable as of the date of such termination, and (ii) such
vested stock options and other benefits as the Executive may be entitled to
receive under any stock option or other employee benefit plan, but will not be
entitled to receive the Severance Payment (as defined in Section 6(c) below).
(b) Other Termination. Upon termination of this Agreement (i) by the
Corporation Without Cause pursuant to Section 5(b) above (including termination
Without Cause following a Change in Control), (ii) by the Executive within
sixty (60) days following a Change in Control pursuant to Section 5(f) above,
(iii) by the Corporation or the Executive as the result of the death or
Disability of the Executive pursuant to Section 5(c) above, or (iv) by the
Executive for Good Reason pursuant to Section 5(d) above, the Executive will be
entitled to receive (1) Base Salary and any outstanding bonus payments,
payments in respect of accrued but unpaid vacation and reimbursement for
business expenses, in each case due, accrued or payable as of the date of such
termination), (2) such vested stock options and other benefits as Executive may
be entitled to receive under any equity incentive plan or any other stock
option or other employee benefit plan and (3) the Severance Payment (as
determined pursuant to Section 6(c) below), which Severance Payment will be
payable in full by the Corporation within fifteen (15) business days of the
date of such termination.
(c) Severance Payment. For purposes of this Agreement, "Severance
Payment" means:
(i) in the event of any termination by the Corporation
Without Cause pursuant to Section 5(b) above (including termination
Without Cause following a Change in Control), for a period of twelve
(12) months following the date of termination, an amount equal to the
sum of (A) the Executive's Base Salary and (B) the cost of
maintaining, pursuant to the provisions of COBRA (as hereinafter
defined), the health insurance benefits that were supplied by the
Corporation to the Executive immediately prior to the termination of
his employment relationship with the Corporation (the "Cost of Health
Benefits"). As used herein, the term "COBRA" means the Consolidated
Omnibus Budget Reconciliation Act;
(ii) in the event of any termination by the Executive for
Good Reason pursuant to Section 5(d), or in the event of a termination
by Executive within sixty (60) days following a Change in Control, for
a period of twelve (12) months following the date of termination, an
amount equal to the sum of (A) the Executive's Base Salary and (B) the
Cost of Health Benefits;
(iii) in the event of any termination by the Corporation or
the Executive as the result of the death of the Executive pursuant to
Section 5(c) above, an amount equal to the Executive's Base Salary for
a period equal to three (3) full months; and
(iii) in the event of any termination by the Corporation or
the Executive as the result of the Disability of the Executive
pursuant to Section 5(c) above, an amount equal to the Executive's
Base Salary for the period beginning on the termination date and
ending on the earlier of (A) the date the Executive becomes eligible
to receive Disability benefits under the Corporation's long-term
disability benefit policy and (B) the termination date of this
Agreement.
Notwithstanding any provision of this Agreement to the contrary, the
Severance Payment is subject to forfeiture for material violations of
Sections 8 or 9 of this Agreement. The amount of Severance Payment to
be forfeited shall be prorated based upon the date of the violation.
Section 7. Miscellaneous.
(a) Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (i) delivered by hand (with written confirmation of receipt), (ii)
sent by facsimile with confirmation of transmission by the transmitting
equipment, (iii) received by the addressee, if sent by certified mail, return
receipt requested, or (iv) received by the addressee, if sent by a nationally
recognized overnight delivery service, return receipt requested, in each case
to the appropriate addresses, or facsimile numbers set forth below (or to such
other addresses, or facsimile numbers as a party may designate by notice to the
other parties):
the Executive: Xxxxxx X. Xxxxx
___________________________________
___________________________________
the Corporation: HealthSouth Corporation
0 Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
Fax: (000) 000-0000
with a copy to: HealthSouth Corporation
0 Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
(b) Power and Authority. Each party warrants and represents that it
has full power and authority to enter into and perform this Agreement, and the
person signing this Agreement on behalf of such party has been properly
authorized and empowered to enter into this Agreement.
(c) Remedies. The rights and remedies of the parties to this Agreement
are cumulative and not alternative.
(d) Waiver. No failure to exercise, and no delay in exercising, on the
part of either party, any privilege, any power or any right hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any
privilege, right or power hereunder preclude further exercise of any other
privilege, right or power hereunder.
(e) Entire Agreement and Modification. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements, whether written or oral, between
the parties with respect to its subject matter and constitutes a complete and
exclusive statement of the terms of the agreement between the parties with
respect to its subject matter. This Agreement may not be amended except by a
written agreement signed by the party to be charged with the amendment.
(f) Assignment. This Agreement may not be assigned by any party hereto
without the prior written consent of the non-assigning party; provided,
however, that the Corporation may assign this Agreement without the consent of
the Executive in connection with any transaction which constitutes a Change of
Control. Subject to the foregoing, this Agreement will be binding upon and
shall inure to the benefit of (i) in the case of the Executive, his heirs,
executors, administrators and legal representatives, and (ii) in the case of
the Corporation, its permitted successors and assigns.
(g) Severability. If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement will remain in full force and effect. The parties further
agree that if any provision contained herein is, to any extent, held invalid or
unenforceable in any respect under the laws governing this Agreement, they
shall take any actions necessary to render the remaining provisions of this
Agreement valid and enforceable to the fullest extent permitted by law and, to
the extent necessary, shall amend or otherwise modify this Agreement to replace
any provision contained herein that is held invalid or unenforceable with a
valid and enforceable provision giving effect to the intent of the parties.
(h) Section Headings, Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to "Section" or "Sections" refer
to the corresponding Section or Sections of this Agreement unless otherwise
specified. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms. The
language used in the Agreement will be construed, in all cases, according to
its fair meaning, and not for or against any party hereto. The parties
acknowledge that each party has reviewed this Agreement and that rules of
construction to the effect that any ambiguities are to be resolved against the
drafting party will not be available in the interpretation of this Agreement.
(i) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Alabama, without regard to the
conflict of law provisions thereof.
(j) Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
(k) Attorneys' Fees. The parties agree that in the event it becomes
necessary to seek judicial remedies for the breach or threatened breach of this
Agreement, the prevailing party will be entitled, in addition to all other
remedies, to recover from the non-prevailing party all costs of such judicial
action, including but not limited to, costs of investigation and defense and
reasonable attorneys' fees and expenses, and also including all such expenses
related to any appeal.
(l) Further Assurances. Each party hereto shall perform such further
acts and execute and deliver such further documents as may be reasonably
necessary to carry out the provisions of this Agreement.
(m) No Third Party Beneficiary. This Agreement shall not confer any
rights or remedies upon any person or entity other than the parties hereto and
their respective successors and assigns.
Section 8. Non-Competition.
(a) The Executive acknowledges and recognizes the highly-competitive
nature of the business conducted by the Corporation and its subsidiaries and
affiliates and accordingly agrees that, in consideration of this Agreement and
the premises contained herein, he shall not, for his own benefit or for the
benefit of any other person or entity other than the Corporation, during the
period commencing on the Effective Date hereof and terminating on the first
anniversary of the expiration or termination of the Term hereof for any reason
whatsoever:
(i) actively engage in contacting, soliciting or servicing
any person or entity that was a customer or prospective customer of
the Corporation or any of its subsidiaries or affiliates at any time
during the Term hereof (a prospective customer being one to which the
Corporation had made a written financial proposal within twelve (12)
months prior to the time of the termination of the Term); or
(ii) hire, retain or engage as a director, officer, employee,
consultant, agent or in any other capacity any person or persons who
are employed by the Corporation or who were at any time (within a
period of six (6) months immediately prior to the date of the
termination of the Term) employed by the Corporation or otherwise
interfere with the relationship between such persons and the
Corporation.
(b) The Executive understands that the foregoing restrictions may
limit his ability to earn a similar amount of money in a business similar to
the business of the Corporation or its subsidiaries or affiliates, but he
nevertheless believes that he has received and will receive sufficient
consideration and other benefits as an employee of the Corporation and as
otherwise provided hereunder to clearly justify such restrictions which, in any
event (given his education, skills and ability), the Executive does not believe
would prevent his from earning a living.
(c) It is agreed that the Executive's services hereunder are special,
unique, unusual and extraordinary giving them peculiar value, the loss of which
cannot be reasonably or adequately compensated for by damages, and in the event
of the Executive's breach of this Section, the Corporation shall be entitled to
equitable relief by way of injunction or otherwise. If the period of time or
area herein specified should be adjudged unreasonable in any court proceeding,
then the period of time shall be reduced by such number of months or the area
shall be reduced by elimination of such portion thereof as deemed unreasonable,
so that this covenant may be enforced during such period of time and in such
areas as is adjudged to be reasonable.
Section 9. Confidential Information.
(a) The Executive acknowledges that during the Term he will have
access to and may obtain, develop, or learn of Confidential Information (as
defined below).
(b) The Executive agrees that he shall hold such Confidential
Information in strictest confidence and that the Executive shall not at any
time, during or at any time during the twenty-four (24) month period following
the end of the Term, in any manner, either directly or indirectly, use (for his
own benefit or otherwise), divulge, disclose or communicate to any unauthorized
person or entity in any manner whatsoever any Confidential Information.
(c) Under this Agreement, the term "Confidential Information" shall
include, but not be limited to, any of the following information relating to
the Corporation or its affiliates learned by the Executive during the Term or
as a result of his employment with the Corporation:
(i) information regarding the Corporation's business
proposals, manner of the Corporation's operations, and methods of
selling or pricing any products or services;
(ii) the identity of persons or entities (including
physicians and vendors) actually conducting or considering conducting
business with the Corporation, and any information in any form
relating to such persons or entities and their relationship or
dealings with the Corporation or its affiliates;
(iii) any trade secret or confidential information of or
concerning any business operation or business relationship;
(iv) computer databases, software programs and information
relating to the nature of the hardware or software and how said
hardware or software are used in combination or alone; and
(v) any other trade secret or information of a confidential
or proprietary nature.
(d) During the Term, the Executive shall use, divulge, disclose or
communicate Confidential Information only in the scope of his employment with
the Corporation and only as expressly directed or permitted by the Corporation.
The Executive shall not, at any time following the expiration or termination of
this Agreement for any reason whatsoever, use, divulge, disclose or communicate
for any purpose any Confidential Information. The Executive shall not make or
use any notes or memoranda relating to any Confidential Information except for
the benefit of the Corporation, and will, at the Corporation's request, return
each original and every copy of any and all notes, memoranda, correspondence,
diagrams or other records, in written or other form, that he may at any time
have within his possession or control that contain any Confidential
Information.
(e) Except as provided for herein below, the Executive agrees that he
will treat the terms of this Agreement as confidential, and shall not directly
or indirectly disclose them in any manner except: (i) as mutually agreed upon
in writing by the parties to this Agreement; (ii) in legal documents filed with
the court or any arbitrator in any action to enforce the terms of this
Agreement; (iii) pursuant to a valid order or regulation; (iv) as otherwise
required by law or regulation; or (v) to his attorney, financial advisors,
accountant, and/or spouse, provided that prior to any such disclosure, that
individual must agree to treat as confidential all information disclosed.
(f) It is agreed that in the event of the Executive's breach of this
Section, the Corporation shall be entitled to equitable relief by way of
injunction or otherwise.
(g) Notwithstanding the foregoing, Confidential Information shall not
include information which has come within the public domain through no fault of
or action by the Executive or which has become rightfully available to the
Executive on a non-confidential basis from any third party, the disclosure of
which to the Executive does not violate any contractual or legal obligation
such third party has to the Corporation or its affiliates with respect to such
Confidential Information.
Section 10. Proprietary Developments.
(a) Any and all inventions, products, discoveries, improvements,
processes, methods, computer software programs, models, techniques, or formulae
(collectively, hereinafter referred to as "Developments"), made, developed, or
created by the Executive (alone or in conjunction with others, during regular
work hours or otherwise) during the Term, which may be directly or indirectly
useful in, or relate to, the business conducted or to be conducted by the
Corporation will be promptly disclosed by the Executive to the Corporation and
shall be the Corporation's exclusive property. The term "Developments" shall
not be deemed to include inventions, products, discoveries, improvements,
processes, methods, computer software programs, models, techniques, or formulae
which were in the possession of the Executive prior to the Term. The Executive
hereby transfers and assigns to the Corporation all proprietary rights which
the Executive may have or acquire in any Developments and the Executive waives
any other special right which the Executive may have or accrue therein. The
Executive agrees to execute any documents and to take any actions that may be
required, in the reasonable determination of the Corporation's counsel, to
effect and confirm such assignment, transfer and waiver.
(b) The Executive will execute any documents necessary or advisable,
in the reasonable determination of the Corporation's counsel, to direct the
issuance of patents, trademarks, or copyrights to the Corporation with respect
to such Developments as are to be the Corporation's exclusive property or to
vest in the Corporation title to such Developments; provided, however, that the
expense of securing any patent, trademark or copyright shall be borne by the
Corporation.
(c) The parties agree that Developments shall constitute Confidential
Information.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE(S)]
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement
to be executed by themselves or by their duly authorized representatives as of
the day and date first written above.
THE CORPORATION:
HEALTHSOUTH CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Executive Vice President,
General Counsel and Secretary
THE EXECUTIVE:
/s/ Xxxxxx X. Xxxxx
----------------------------------
XXXXXX X. XXXXX
