Exhibit 10.20
EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is entered into by and between
Apria Healthcare Group Inc. (the "Company") and Xxxx X. Xxxxx (the "Executive"),
as of December 7, 2000, effective as of January 1, 2000.
I. EMPLOYMENT.
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The Company hereby employs the Executive and the Executive hereby accepts
such employment, upon the terms and conditions hereinafter set forth. The term
of the employment will continue until the termination of Executive's employment
by reason of his written resignation, termination by the Company for any reason
by written notice of termination, or death, provided that for purposes of
Section IV-D-3, the "Expiration Date" shall initially be December 31, 2001, and
shall be extended one (1) day for each day of the Executive's employment during
the term of this Agreement until the Executive's employment is terminated for
any reason. For instance, if the Executive's employment with the Company is
terminated on January 1, 2001, the Expiration Date shall be December 31, 2002.
The Executive's employment may be terminated at any time by written notice from
the Executive to the Company or from the Company to the Executive, in the manner
provided in Section XVI hereof.
II. DUTIES.
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The Executive shall serve during the course of his employment as an
Executive Vice President and the Chief Financial Officer of the Company,
reporting to the Chief Executive Officer. The Executive shall undertake such
duties and have such authority as the Company, through its Chief Executive
Officer, shall assign to the Executive from time to time in the Company's sole
and absolute discretion provided such duties and responsibilities are the types
of duties that would ordinarily be assigned to a person with employment
experience and a position comparable to that of the Executive. The Executive
agrees to devote substantially all of his working time and efforts to the
business and affairs of the Company. The Executive further agrees that he shall
not undertake any outside activities which create a conflict in interest with
his duties to the Company, or which, in the judgment of the Board of Directors
of the Company, interfere with the performance of the Executive's duties to the
Company.
III. COMPENSATION.
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A. The Company will pay to the Executive a base salary at the rate of
$350,000 per year. Such salary shall be payable in periodic installments in
accordance with the Company's customary practices. Amounts payable shall be
reduced by standard withholdings and other authorized deductions. The
Executive's salary may be increased from time to time at the discretion of the
Company, provided, however, that such increase shall not be less than 5% for the
calendar years 2000, 2001 and 2002.
B. Annual Bonus, Incentive, Savings and Retirement Plans. The Executive
shall be entitled to participate in all annual bonus, incentive, savings and
retirement plans, practices, policies and programs applicable generally to the
Chief Executive Officer of the Company, including without limitation (i) the
Company's Incentive Compensation Plan, (ii) the Company's target incentive plan
for the two years ended December 31, 2000, and (iii) the Company's 401(k)
Savings Plan.
C. Welfare Benefits Plans. The Executive and/or his family, as the case may
be, shall be eligible for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs provided by the Company
(including, without limitation, medical, prescription, dental, disability,
salary continuance, group life, accidental death and travel accident insurance
plans and programs) to the extent applicable generally to other executives of
the Company. The Company reserves the right to modify, suspend or discontinue
any and all of the above plans, practices, policies and programs at any time
without recourse by the Executive so long as such action is taken generally with
respect to other similarly situated peer executives and does not single out the
Executive.
D. Expenses. The Executive shall be entitled to receive prompt
reimbursement for all reasonable employment expenses incurred by him in
accordance with the policies, practices and procedures as in effect generally
with respect to other executives of the Company. Such employment expenses will
include, but are not limited to, reasonable costs to maintain the Executive's
California CPA license and the related continuing education requirements.
E. Fringe Benefits. The Executive shall be entitled to fringe benefits,
including without limitation (i) a car allowance of $8,400 per year, payable in
periodic installments in accordance with the Company's customary practices, (ii)
reasonable access to the Company's independent auditors for personal financial
planning, (iii) reasonable travel and entertainment expenses of the Executive's
spouse, on an actually incurred basis when necessary in conjunction with
participation in Company events, and (iv) such other benefits in accordance with
the plans, practices, programs and policies as may be in effect generally with
respect to the Chief Executive Officer of the Company.
F. Vacation. The Executive shall be entitled to four weeks of paid vacation
annually, to be available and prorated monthly during the term of this Agreement
and otherwise to be consistent with the vacation policy and practice applicable
to other executives of the Company.
G. Stock Options. The provisions in Section 2-G of the employment agreement
between the Executive and the Company dated as of October 19, 1998, shall remain
in full force and effect.
IV. TERMINATION.
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A. Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death. If the Company determines in good
faith that the Disability of the Executive has occurred (pursuant to the
definition of Disability set forth below), it may give to the Executive written
notice in accordance with Section XVII if its intention to terminate the
Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by the Executive, provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of his duties. For
purposes of this Agreement, "Disability" shall mean a physical or mental
impairment which substantially limits a major life activity of the Executive and
which renders the Executive unable to perform the essential functions of his
position, even with reasonable accommodation which does not impose an undue
hardship on the Company. The Company reserves the right, in good faith, to make
the determination of Disability under this Agreement based upon information
supplied by the Executive and/or his medical personnel, as well as information
from medical personnel (or others) selected by the Company or its insurers.
B. Cause. The Company may terminate the Executive's employment for Cause.
For purposes of this Agreement, "Cause" shall mean that the Company, acting in
good faith based upon the information then known to the Company, determines that
the Executive has engaged in or committed: willful misconduct; theft, fraud or
other illegal conduct; failure to substantially perform his duties (other than
such failure resulting from the Executive's Disability) for a 30-day period
after written demand for substantial performance is delivered by the Company
that specifically refers to this paragraph and identifies the manner in which
the Company believes the Executive has not substantially performed his duties;
insubordination; any willful act that is likely to and which does in fact have
the effect of injuring the reputation or business of the Company; violation of
any fiduciary duty; violation of the Executive's duty of loyalty to the Company;
or a breach of any material term of this Agreement for a 30-day period after
written notification is delivered by the Company that specifically refers to
this paragraph and identifies the manner in which the Company believes the
Executive has breached a material term of this Agreement. For purposes of this
paragraph, no act, or failure to act, on the Executive's part shall be
considered willful unless done or omitted to be done, by him not in good faith
and without reasonable belief that his action or omission was in the best
interest of the Company. Notwithstanding the foregoing, the Executive shall not
be deemed to have been terminated for Cause without delivery to the Executive of
a notice of termination signed by the Company's Chief Executive Officer or
Chairman of the Board stating that in the good faith opinion of the officer
signing such notice, the Executive has engaged in or committed conduct of the
nature described in the second sentence of this paragraph, and specifying the
particulars thereof in detail.
C. Other than Cause or Death or Disability. The Executive or the Company
may terminate the Executive's employment at any time, without Cause, by giving
the other party to this Agreement at least 30 days advance written notice of
such termination, subject to the provisions of this Agreement.
D. Obligations of the Company Upon Termination.
1. Death or Disability. If the Executive's employment is terminated by
reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or his legal
representatives under this Agreement, other than for (a) payment of the sum
of (i) the Executive's base salary through the date of termination of
employment to the extent not theretofore paid, plus (ii) any earned
vacation pay, to the extent not theretofore paid (the sum of the amounts
described in clauses (i) and (ii) shall be hereinafter referred to as the
"Accrued Obligations"), which shall be paid to the Executive or his estate
or beneficiary, as applicable, in a lump sum in cash within 30 days of the
date of termination of employment; and (b) payment to the Executive or his
estate or beneficiary, as applicable, (i) any amounts due pursuant to the
terms of any applicable welfare benefit plans; (ii) obligations pursuant to
the terms of any outstanding stock option agreements; and (iii) obligations
under the Company's 401(k) Savings Plan.
2. Cause. If the Executive's employment is terminated by the Company for
Cause, this Agreement shall terminate without further obligations to the
Executive other than for the timely payment of the Accrued Obligations. If
it is subsequently determined that the Company did not have Cause for
termination under this Section IV-D-2, then the Company's decision to
terminate shall be deemed to have been made under Section IV-D-3 and the
amounts payable thereunder shall be the only amounts the Executive may
receive for his termination.
3. Other than Cause or Death or Disability.
(a) If, during the term of this Agreement, (i) the Company terminates the
Executive's employment for other than Cause or death or Disability, or (ii)
the Executive terminates his employment hereunder with Good Reason (as
defined below), the Executive's employment shall terminate and the
Executive shall be entitled to receive the following:
(1) an amount equal to the Contract Balance (as defined below) in one lump
sum upon such termination of his employment; and
(2) the Accrued Obligations as of the date of termination of employment.
Any payment made pursuant to this Section IV-D-3(a) shall be reduced by all
amounts required to be withheld by applicable law, and shall only be made
in exchange for a valid release of all claims the Executive may have
against the Company in a form acceptable to the Company. Such payment shall
constitute the sole and entire obligation of the Company to provide any
compensation or benefits to the Executive upon termination, except for
obligations under the Company's 401(k) Savings Plan, obligations pursuant
to the terms of any outstanding stock option agreements, and the Company's
obligations to make payments required to be made under any other incentive
compensation plan .
(b) The term "Good Reason" means:
(i) if the Executive's annual base salary is reduced, except for a
general one-time "across-the-board" salary reduction not exceeding ten
percent (10%) which is imposed simultaneously on all officers of the
Company provided, however, that the minimum salary increases described
in Section III. A. shall continue to apply to any such reduced base
salary; or
(ii) if the Company requires the Executive to be based at an office
location which will result in an increase of more than thirty (30)
miles in the Executive's one-way commute; or
(iii) if the Company does not permit the Executive to continue to serve
as the Chief Financial Officer or another mutually acceptable senior
executive position; or
(iv) if a Change of Control of the Company occurs and, at any time
concurrent with or during the six-month period following said Change of
Control, the Executive shall have sent to the Chief Executive Officer
of the Company a written notice terminating his employment on a date
specified in said notice.
(c) The term "Contract Balance" means an amount equal to the annual base
salary and car allowance that Executive would have earned from the Company
had Executive continued his employment from the date the Executive's
employment terminated through the Expiration Date (i.e., base salary and
car allowance for two (2) years), using the rate of base salary and the car
allowance in effect on the date on which the Executive received or gave
written notice of his termination, plus an amount equal to two (2) times
the sum of (i) an amount equal to the average of the Executive's two (2)
most recent annual bonuses, if any, received under the Company's Incentive
Compensation Plan prior to such notice of termination, and (ii) an amount
determined by the Company from time to time in its sole discretion to be
equal to the average annual cost for Company employees of obtaining
medical, dental and vision insurance under COBRA, which annual amount is
hereby initially determined to be $10,000.
(d) A "Change of Control" shall be deemed to have occurred if:
(i) any "person," as such term is used in Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") is,
becomes or enters a contract to become, the "beneficial owner," as such
term is used in Rule 13d-3 promulgated under the 1934 Act, directly or
indirectly, of securities representing twenty-five percent (25%) or
more of the voting common stock of the Company;
(ii) all or substantially all of the business of the Company is
disposed of, or a contract is entered to dispose of all of the business
of the Company pursuant to a merger, consolidation other transaction in
which (a) the Company is not the surviving company or (b) the
stockholders of the Company prior to the transaction do not continue to
own at least sixty percent (60%) of the surviving corporation; or
(iii) the Company is materially or completely liquidated.
Notwithstanding clause (i) above, a "Change of Control" shall not be deemed
to have occurred solely because a person shall be, become or enter into a
contract to become the beneficial owner of 25% or more, but less than 40%,
of the voting common stock of the Company, if and for so long as such
person is bound by, and in compliance with, a contract with the Company
providing that such person may not nominate, vote for, or select more than
a minority of the directors of the Company. The exception provided by the
preceding sentence shall cease to apply with respect to any person upon
expiration, waiver, or non-compliance with any such contract, by which such
person was bound.
(e) In the event the Executive initiates arbitration pursuant to Section V
to enforce his rights to any payments under this Section IV-D-3, or the
Company seeks to withhold or reduce any such payments for any reasons,
then:
(i) the burden of proving that the Executive is not entitled to such
payments shall be on the Company;
(ii) The Company shall pay all expenses incurred by the Executive in
prosecuting or defending any such proceeding as they are incurred by
the Executive in advance of the final disposition of such dispute,
together with any tax liability incurred by the Executive in connection
with the receipt of such amounts; provided, however, that the payment
of such expenses incurred in advance of the final disposition of such
proceeding shall be made only upon delivery to the Company of an
undertaking, by or on behalf of the Executive, to repay all amounts so
advanced to the extent the arbitrator in such proceeding so determines
as provided in Section V; and
(iii) All such payments required under this Agreement shall continue to
be made on the dates provided herein without any offsets, claims or
charges of any kind whatsoever being asserted by the Company, except in
the event a final determination pursuant to the arbitration provisions
of Section V has been rendered and such determination provides that the
Company is entitled to assert any such offset, claim or charge against
the Executive.
4. Exclusive Remedy. The Executive agrees that the payments contemplated by
this Agreement shall constitute the exclusive and sole remedy for any
termination of his employment and the Executive covenants not to assert or
pursue any other remedies, at law or in equity, with respect to any termination
of employment.
V. ARBITRATION.
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Any dispute or controversy arising under or in connection with this
Agreement or Executive's employment by the Company shall be settled exclusively
by arbitration, conducted before a single neutral arbitrator in accordance with
the American Arbitration Association's National Rules for Resolution of
Employment Disputes as then in effect. Such arbitration shall be conducted in
Orange County, California, and the arbitrator shall be a resident of Orange
County, California or of a county contiguous to Orange County, California.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Company shall be entitled to seek a
restraining order or injunction in any court of competent jurisdiction to
prevent any continuation of any violation of the provisions of Sections VI, VII,
or VIII of this Agreement and the Executive hereby consents that such
restraining order or injunction may be granted without the necessity of the
Company's posting any bond, and provided, further, that the Executive shall be
entitled to seek specific performance of his right to be paid until the date of
employment termination during the pendency of any dispute or controversy arising
under or in connection with this Agreement. The arbitrator's order shall
specify, based on the outcome of the arbitration, whether the Executive shall
repay any of the Executive's expenses theretofore paid by the Company pursuant
to Section IV-D-3(e)(ii). The fees and expenses of the arbitrator shall be borne
by the Company.
VI. ANTISOLICITATION.
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The Executive promises and agrees that during the term of this Agreement
(including any renewal) and for a period of one year thereafter, he will not
influence or attempt to influence customers of the Company or any of its present
or future subsidiaries or affiliates, either directly or indirectly, to divert
their business to any individual, partnership, firm, corporation or other entity
then in competition with the business of the Company or any subsidiary or
affiliate of the Company.
VII. SOLICITING EMPLOYEES.
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The Executive promises and agrees that, for a period of one year following
termination of his employment, he will not directly or indirectly solicit any of
the Company employees who earned annually $50,000 or more as a Company employee
during the last six months of his of her own employment to work for any other
business, individual, partnership, firm, corporation, or other entity.
VIII.CONFIDENTIAL INFORMATION.
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A. The Executive, in the performance of his duties on behalf of the
Company, shall have access to, receive and be entrusted with confidential
information, including but not limited to systems technology, field operations,
reimbursements, development, marketing, organizational, financial, management,
administrative, clinical, customer, distribution and sales information, data,
specifications and processes presently owned or at any time in the future
developed, by the Company or its agents or consultants, or used presently or at
any time in the future in the course of its business that is not otherwise part
of the public domain (collectively, the "Confidential Material"). All such
Confidential Material is considered secret and will be available to the
Executive in confidence. Except in the performance of duties on behalf of the
Company, the Executive shall not, directly or indirectly for any reason
whatsoever, disclose or use any such Confidential Material, unless such
Confidential Material ceases (through no fault of the Executive's) to be
confidential because it has become part of the public domain. All records,
files, drawings, documents, notes, disks, diskettes, tapes, magnetic media,
photographs, equipment and other tangible items, wherever located, relating in
any way to the Confidential Material or otherwise to the Company's business,
which the Executive prepares, uses or encounters during the course of his
employment, shall be and remain the Company's sole and exclusive property and
shall be included in the Confidential Material. Upon termination of this
Agreement by any means, or whenever requested by the Company, the Executive
shall promptly deliver to the Company any and all of the Confidential Material,
not previously delivered to the Company, that may be or at any time has been in
the Executive's possession or under the Executive's control.
B. The Executive hereby acknowledges that the sale or unauthorized use or
disclosure of any of the Company's Confidential Material by any means whatsoever
and at any time before, during or after the Executive's employment with the
Company shall constitute unfair competition. The Executive agrees that he shall
not engage in unfair competition either during the time employed by the Company
or any time thereafter.
IX. EXCISE TAX.
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A. In the event that any amount or benefit that may be paid or otherwise
provided to or in respect of the Executive by or on behalf of the Company or any
affiliate, whether pursuant to this Agreement or otherwise (collectively,
"Covered Payments"), is or may become subject to the tax imposed under Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any
successor provision or any comparable provision of state, local or foreign law)
("Excise Tax"), the Company will pay to the Executive a "Reimbursement Amount"
equal to the total of: (A) any Excise Tax on the Covered Payments, plus (B) any
Federal, state, and local income taxes, employment and excise taxes (including
the Excise Tax) on the Reimbursement Amount, plus (C) the product of any
deductions disallowed for Federal, state or local income tax purposes because of
the inclusion of the Reimbursement Amount in the Executive's income multiplied
by the Executive's combined Federal, state, and local income tax rate for the
calendar year in which the Reimbursement Amount is includible in the Executive's
taxable income, plus (D) any interest, penalties or additions to tax imposed
under applicable law in connection with the Excise Tax or the Reimbursement
Amount, plus (E) any reasonable out-of-pocket costs incurred by the Executive in
connection with any of the foregoing. For purposes of this Section IX-A, the
Executive will be deemed to pay (1) Federal income taxes at the highest
applicable marginal rate of Federal income taxation applicable to individuals
for the calendar year in which the Reimbursement Amount is includible in the
Executive's taxable income and (2) any applicable state and local income taxes
at the highest applicable marginal rate of taxation applicable to individuals
for the calendar year in which such Reimbursement Amount is includible in the
Executive's taxable income, net of the maximum reduction in Federal income taxes
which could be obtained from the deduction of such state or local taxes if paid
in such year (determined without regard to limitations on deductions based upon
the amount of the Executive's adjusted gross income). Except to the extent
provided in Section IX-C below, this provision is intended to put Employee in
the same position as Employee would have been had no Excise Tax been imposed
upon or incurred as a result of any Payment.
B. The payment of a Reimbursement Amount under this Section IX shall not be
conditioned upon the Executive's termination of employment.
C. Notwithstanding the foregoing provisions of this Section IX-A, if the
Company determines that, absent this sentence, the Executive is entitled to a
Reimbursement Amount, but that the portion of the Covered Payments that would be
treated as "parachute payments" under Code Section 280G ("Covered Parachute
Payments") does not exceed 103% of the greatest amount of Covered Parachute
Payments that could be paid to the Executive such that the receipt of such
Covered Parachute Payments would not give rise to any Excise Tax (the "Safe
Harbor Amount"), then no Reimbursement Amount shall be paid to the Executive
(unless for any reason Executive is determined to be subject to the Excise Tax
after application of the balance of this sentence, in which case the full
Reimbursement Amount shall be paid), and the Covered Parachute Payments payable
under this Agreement shall be reduced so that the Covered Parachute Payments, in
the aggregate, are reduced to the Safe Harbor Amount. For purposes of reducing
the Covered Parachute Payments to the Safe Harbor Amount, only amounts payable
under this Agreement shall be reduced. If the reduction of the amounts payable
under this Agreement would not result in a reduction of the Covered Parachute
Payments to the Safe Harbor Amount, no amounts payable under this Agreement or
otherwise shall be reduced pursuant to this Section IX-C. The Company shall
notify the Executive of any intent to reduce the amount of any Covered Payments
in accordance with this Section IX-C (which notice, if practicable, shall be
given prior to the occurrence of an event that would give rise to a Covered
Parachute Payment), and Executive shall have the right to designate which of the
Covered Payments shall be reduced and to what extent, provided that the
Executive may not so elect to the extent that, in the determination of counsel
to the Company, such election would cause the Executive to be subject to the
Excise Tax.
D. The determination of whether an event described in Code Section
280G(b)(2)(A)(i) has occurred, the amount of any Reimbursement Amount and/or the
amounts described in Section IX-C above shall be made initially by an accounting
firm mutually acceptable to the Company and the Executive; provided, however,
that nothing herein shall limit the Executive's right to payment of the
Reimbursement Amount in the event it is determined that any of such initial
determinations was incorrect.
E. The Executive shall promptly notify the Company in writing of any claim
by any taxing authority that, if successful, would require the payment by the
Company of a Reimbursement Amount; provided, however, that failure by the
Executive to give such notice promptly shall not result in a waiver or
forfeiture of any of the Executive's rights under this Section IX except to the
extent of actual damages suffered by the Company as a result of such failure. If
the Company notifies the Executive in writing within 15 days after receiving
such notice that it desires to contest such claim (and demonstrates to the
reasonable satisfaction of the Executive its ability to pay any resulting
Reimbursement Amount), the Executive shall:
1. give the Company any information reasonably requested by the Company
relating to such claim;
2. take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney selected by the Company that is reasonably acceptable to the Executive;
3. cooperate with the Company in good faith in order effectively to contest
such claim; and
4. permit the Company to participate in any proceedings relating to such
claim;
provided, however, that the Company's actions do not unreasonably interfere with
or prejudice the Executive's disputes with the taxing authority as to other
issues; and provided, further, that the Company shall bear and pay on an
after-tax and as-incurred basis, all attorneys fees, costs and expenses
(including additional interest, penalties and additions to tax) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax and as-incurred basis, for all resulting taxes
(including, without limitation, income and excise taxes), interest, penalties
and additions to tax.
X. SUCCESSORS.
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A. This Agreement is personal to the Executive and shall not, without prior
written consent of the Company, be assignable by the Executive.
B. This Agreement shall inure to the benefit of and be binding upon the
Company, its subsidiaries and its successors and assigns and any such
subsidiary, successor or assignee shall be deemed substituted for the Company
under the terms of this Agreement for all purposes. As used herein, "successor"
and "assignee" shall include any person, firm, corporation or other business
entity which at any time, whether by purchase, merger or otherwise, directly or
indirectly acquires the stock of the Company or to which the Company assigns
this Agreement by operation of law or otherwise.
XI. WAIVER.
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No waiver of any breach of any term or provision of this Agreement shall be
construed to be, nor shall be, a waiver of any other breach of this Agreement.
No waiver shall be binding unless in writing and signed by the party waiving the
breach.
XII. MODIFICATION.
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This Agreement may not be amended or modified other than by a written
agreement executed by the Executive and the Company's Chairman.
XIII.SAVINGS CLAUSE.
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If any provision of this Agreement or the application thereof is held
invalid, such invalidity shall not affect any other provisions or application of
the Agreement which can be given effect without the valid provisions or
applications and, to this end, the provisions of this Agreement are declared to
be severable.
XIV. COMPLETE AGREEMENT.
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This Agreement constitutes and contains the entire agreement and final
understanding concerning the Executive's employment with the Company and the
other subject matters addressed herein between the parties. It is intended by
the parties as a complete and exclusive statement of the terms of their
agreement. It supersedes and replaces all prior negotiations and all agreements
proposed or otherwise, whether written or oral, concerning the subject matter
hereof. Any representation, promise or agreement not specifically included in
this Agreement shall not be binding upon or enforceable against either party.
This is a fully integrated agreement. Except as provided herein, the Executive's
prior employment agreement with the Company is no longer in effect.
XV. GOVERNING LAW.
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This Agreement shall be deemed to have been executed and delivered within
the State of California and the rights and obligations of the parties hereunder
shall be construed and enforced in accordance with, and governed by, the laws of
the State of California without regard to principles of conflicts of laws.
XVI. CONSTRUCTION.
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In any construction to be made of this Agreement, the same shall not be
construed against any party on the basis that the party was the drafter. The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect.
XVII.COMMUNICATIONS.
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All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand or
by courier, or if mailed by registered or certified mail, postage prepaid,
addressed to the Executive c/o Law Offices of Xxxxxxx X. Xxxxxxxx at 0000 Xxx
Xxxxxxx Xxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx, 00000 or addressed to the Company
at 0000 Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, Attention: Senior Vice
President and General Counsel, with a copy to the attention if the Senior Vice
President, Human Resources. Either party may change the address at which notices
shall be given by written notice given in the above manner.
XVIII.EXECUTION.
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This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. Xerographic copies of such signed counterparts may be used
in lieu of the originals for any purpose.
IX. LEGAL COUNSEL.
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The Executive and the Company recognize that this is a legally binding
contract and acknowledge and agree that they have each had the opportunity to
consult with legal counsel of their choice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
APRIA HEALTHCARE GROUP INC. THE EXECUTIVE
By: ____________________________ _______________________________
Xxxxxx X. Xxxxxx Xxxx X. Xxxxx
Chief Executive Officer
