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Exhibit 10(l)
EMPLOYMENT AGREEMENT
This agreement is made effective as of May 1, 1997, at Columbus, Ohio,
between Health Power Management Corporation, an Ohio corporation (the
"Company"), and Xxxxxxx X. Master, D.O. (the "Employee"), who hereby agrees as
follows:
Section 1. Employment. The terms and conditions of this agreement shall
supersede and replace in their entirety the terms and conditions of the
Employment Agreement between the Company and the Employee dated as of May 1,
1996. The Company hereby renews and continues the Employee's employment, and the
Employee hereby accepts employment renewal and continuation by the Company, on
the terms and subject to the conditions set forth in this agreement.
Section 2. Term of Employment. The term of the Employee's employment
under this agreement shall begin as of the date of this agreement and shall
terminate, unless sooner terminated in accordance with the provisions of Section
6, on April 30, 1998. Upon agreement of the Company and the Employee, the term
of the Employee's employment under this agreement may be renewed for successive
one-year periods, commencing on the termination date of the immediately
preceding term and terminating, unless sooner terminated in accordance with the
provisions of Section 6, on the first anniversary thereof.
Section 3. Services. The Employee shall be the Chairman of the Board
and Chief Executive Officer of the Company and, as such, shall perform such
services as may be reasonably assigned to him from time to time by the Board of
Directors of the Company. The Employee shall devote his best efforts to the
performance of his duties hereunder.
Section 4. Responsibilities. The Employee shall be responsible for
establishing and supervising the implementation of the business policies and
operating programs, budgets, procedures, and directions of the Company and its
affiliates (reporting only to the Board of Directors of the Company); monitoring
and evaluating the effectiveness of the management of the Company, including
without limitation reviewing and evaluating the performance of the president and
chief operating officer of the Company; establishing and implementing a
strategic plan for the Company and its affiliates; determining the necessity of
and, if necessary and possible, supervising the raising of additional capital
for the Company and its affiliates; presiding at all meetings of the
shareholders and the Board of Directors of the Company and its affiliates; and
such other activities as are incident to his office or as may be prescribed or
delegated by the Board of Directors of the Company.
Section 5. Compensation. The Employee shall receive the following
compensation:
(a) A base salary of $192,000 per annum or if the term of the
Employee's employment is renewed, such other amount as may be approved
by the Company's Compensation Committee from time to time, payable in
accordance with the Company's general policies for payment of
compensation to its salaried personnel; provided if the Employee's
employment is terminated pursuant to the provisions of Section 6, the
base salary shall cease as of the day of termination;
(b) $3,500 per month, payable in arrears, as an expense
allowance for expenditures advanced by the Employee on behalf of the
Company;
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(c) A cash bonus payable in the discretion of the Company's
Compensation Committee, and, if payable, in an amount to be determined
by such Committee and based upon such criteria as may be selected by
such Committee, including without limitation the Employee's performance
with respect to providing leadership to the Company's personnel,
supervising the Company's operations, and enhancing value for the
Company's stockholders; and
(d) Formula Vesting Stock Options pursuant to the 1994
Executive Performance Stock Option Plan (the "Plan") for 1997 and, if
the term of the Employee's employment is renewed, for each subsequent
fiscal year of the Company (each "Performance Year") ending during each
renewal term of the Employee's employment under this agreement with the
number of Shares subject to the Formula Vesting Option and the Ceiling
Amount (as such term is defined in the Plan) for determining
accelerated vesting under the Plan being set forth for each Performance
Year on the schedule attached to this agreement. Such amounts shall be
set forth on the attached schedule on or about the anniversary date of
this agreement for each year during which the term of the Employee's
employment is renewed, and initialed by the Company and the Employee.
The Company shall also provide disability insurance for the benefit of
the Employee and pay all premiums with respect thereto, which insurance shall
supplement the Company's current disability insurance benefits to the Employee.
The policy or policies for such disability insurance shall provide for benefits
in the amount of $6,000 per month for a maximum of five years, which benefits
shall commence 90 days after the date of the Employee's disability (as
determined under the terms of such policy).
Section 6. Termination of Employment. The Employee's employment under
this agreement may be terminated:
(a) By the Employee with or without cause upon giving 90 days
advance written notice to the Company, provided that the Employee shall
continue to perform all duties under this agreement until the earlier
of:
(i) The expiration date of such 90-day period; or
(ii) Any earlier date which may be specified by the
Company.
(b) By the Company upon the occurrence of any one of the
following events or any time thereafter:
(i) The Employee fails to fully perform and observe
all obligations and conditions to be performed and observed by
the Employee under this agreement, or under any other
agreement between the Employee and the Company, and fails to
correct such problem within 10 days after notice by the Board
of Directors to do so or, if it is impossible to correct such
problem within such 10 days, fails to commence the action
necessary to correct such problem and continues diligently to
pursue such action until the correction is complete; or
(ii) The Employee is under a long-term disability.
For purposes of this agreement, the term "long-term
disability" shall have the same meaning as long-term
disability or other similar term used in any long-term or
permanent disability policy provided by the Company and
covering the Employee. In the event there is no long-term or
permanent disability policy in effect covering the Employee,
the term "long-term disability" shall mean that because of
physical or mental
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incapacity, the Employee has not performed his duties under
this agreement for 60 days or longer and it is probable, in
the opinion of a licensed physician selected by the Company,
that the Employee will not be able to engage actively in his
employment by the Company for an additional period of 90 days
or longer.
Section 7. Employee's Capacity. The Employee represents and warrants to
the Company that he has the capacity and right to enter into this agreement and
perform all his duties under this agreement without any restriction whatsoever
by any other agreement, document, or otherwise.
Section 8. Complete Agreement. This document contains the entire
agreement between the parties and supersedes any prior discussions,
negotiations, representations, or agreements between them relating to the
employment of the Employee. No additions or other changes to this agreement
shall be made or be binding on either party unless made in writing and signed by
each party to this agreement.
Section 9. Notices. Any notice or other communication required or
desired to be given to any party under this agreement shall be in writing and
shall be deemed given:
(a) In the case of the Employee, when delivered personally to
the Employee or when deposited in the United States mail, first-class
postage prepaid, addressed to the Employee at 000 Xxxxxx Xxxxx,
Xxxxxxxxxxx, Xxxx 00000, or at any other address thereafter designated
by the Employee in notice theretofore given to the Company; and
(b) In the case of the Company, when deposited in the United
States mail, first-class postage prepaid, addressed to the Company at
000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, or at any other address
thereafter designated by the Company in notice theretofore given to the
Employee.
Section 10. Governing Law. All questions concerning the validity,
intention, or meaning of this agreement or relating to the rights and
obligations of the parties with respect to performance hereunder shall be
construed and resolved under the laws of Ohio.
Section 11. Severability. The intention of the parties to this
agreement is to comply fully with all laws and public policies, and this
agreement shall be construed consistently with all laws and public policies to
the extent possible. If and to the extent that any court of competent
jurisdiction is unable to so construe part or all of any provision of this
agreement, and holds part or all of that provision to be invalid, such
invalidity shall not affect the validity of the balance of that provision or the
remaining provisions of this agreement, which shall remain in full force and
effect.
Section 12. Nonwaiver. No failure by any party to insist upon strict
compliance with any term of this agreement, to exercise any option, enforce any
right, or seek any remedy upon any default of any other party shall affect, or
constitute a waiver of, the first party's right to insist upon such strict
compliance, exercise that option, enforce that right, or seek that remedy with
respect to that default or any prior, contemporaneous, or subsequent default;
nor shall any custom or practice of the parties at variance with any provision
of this agreement affect, or constitute a waiver of, any party's right to demand
strict compliance with all provisions of this agreement.
Section 13. Captions. The captions of the various sections of this
agreement are not part of the context of this agreement, but are only labels to
assist in locating those sections, and shall be ignored in construing this
agreement.
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Section 14. Successors. This agreement shall be binding upon, inure to
the benefit of, and be enforceable by and against the respective heirs, legal
representatives, successors, and assigns of each party to this agreement,
provided that neither party may assign any of its rights or obligations under
this agreement without the prior written consent of the other party.
HEALTH POWER MANAGEMENT
CORPORATION
___________________________________ By__________________________________
XXXXXXX X. MASTER, D.O. Xxxxxx X. Xxxxx, Xx., President
Schedule to Dr. Master's Employment Agreement
---------------------------------------------
Number of Shares Acknowledged and Agreed
to be Subject to -----------------------
Performance Formula Vesting Ceiling Employees Company
Year Options to be Granted Amount Initials Initials
---- --------------------- ------ -------- --------
1997 Options for 3,472 shares $1,000,000
of Health Power's
common stock at an
exercise price of $4.00 a
share. The date of grant
shall be April 15, 1997,
as determined by Health
Power's Compensation
Committee
