EXHIBIT 10.43
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is executed this
25th day of September, 1997, by and between Sierra Primary Care Medical
Group, Inc., a California professional corporation (hereinafter referred to
as the "Employer"), and Sinnadurai X. Xxxxxxx, M.D. (hereinafter referred to
as the "Physician").
R E C I T A L S
A. Employer owns and operates a medical practice, under the name
Sierra Primary Care Medical Group, Inc. (the "Practice"), located at 0000
Xxxx Xxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxxxxx 00000; 00000 00xx Xxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxx; and 00000 00xx Xxxx, Xxxxxxxxx, Xxxxxxxxxx.
B. Physician was formally a shareholder of Employer, but sold his
shares to Prospect Medical Group, Inc., a California professional
corporation; and
C. Following such sale, Employer desires to obtain the services of
Physician, and Physician desires to be employed by Employer, upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. TERMS AND CONDITIONS OF EMPLOYMENT
1.1 EMPLOYMENT. Employer hereby employs Physician and Physician
hereby accepts employment at the Practice subject to the terms and conditions
hereinafter set forth.
1.2 SERVICES TO BE PROVIDED. Physician shall render such services as
may be mutually agreed upon by Physician and Employer as being required for
the administration and operation of the Practice. Physician shall also
provide medical services at the Practice as mutually agreed upon by Physician
and Employer.
1.3 FACILITIES. Employer agrees to provide adequate office space for
the performance of the duties of Physician as contemplated in this Agreement
including, but not limited to, an appropriate examination room and waiting
room space at the Practice for conducting Physician's medical services in
conformity with the prevailing standard of care in the community.
1.4 NON-PHYSICIAN PERSONNEL. Through necessary arrangements, Employer
will provide Physician with adequate non-physician personnel including, but
not limited to, nursing staff, reception and secretarial staff, to assist
Physician in the performance of his or her duties.
Physician may recommend certain persons to Employer for any or all of the
above positions, provided that all hiring and firing decisions shall be made
by Employer in its sole discretion.
1.5 QUALIFICATIONS.
(a) Physician hereby represents and warrants to Employer that
except as set forth on Exhibit A attached hereto, Physician:
(i) Is currently duly licensed and qualified to engage
in the practice of medicine in the State of California pursuant to the
requirements of the Medical Board of California;
(ii) Has or will obtain such qualifications required to
meet the criteria necessary to provide professional services at the Practice;
(iii) Has all necessary narcotics and controlled
substances registration numbers and licenses for the performance of his
duties hereunder;
(iv) In no state has Physician's license to practice
medicine ever been suspended, restricted, denied or revoked:
(v) Has never been reprimanded, sanctioned or
disciplined by a licensing board or state or local medical society or
specialty board or any healthcare facility;
(vi) Physician has maintained professional liability
insurance coverage in the amount of $1,000,000 individually, and $3,000,000
in the aggregate;
(vii) No action based on an allegation of malpractice by
Physician has ever been settled by payment to the plaintiff of an aggregate
amount in excess of Thirty Thousand Dollars ($30,000); and
(viii) Has never resigned from or been denied membership
or reappointment of membership on the medical staff of any hospital, and no
hospital medical staff membership or clinical privileges of Physician have
ever been suspended, curtailed, denied or revoked.
(b) In the event any representation or warranty set forth
above becomes untrue or inaccurate in any material respect during the Term
(as hereinafter defined), Physician shall send the Practice a notice (the
"Physician Warranty Notice") within ten (10) days thereafter setting forth
with reasonable particularity the reasons why such representation or warranty
has become untrue or inaccurate.
(c) In addition, Physician shall at all times during the Term
of this Agreement
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comply with applicable federal, state and municipal laws including, without
limitation, all licensing requirements, other applicable statutes and
ordinances, rules and regulations of governmental agencies regulating
Physician's profession, and applicable ethical standards.
1.6 FEES, XXXXXXXX AND COLLECTIONS. Employer shall xxxx and collect
all fees for the services that are provided for the patients of Physician
("collected revenues"), and Physician agrees that Physician shall not take
any actions whatsoever to xxxx (or cause to be billed, other than by Employer
or its designee) any patient or other individual or entity for any such
services. The fees for services rendered by Physician shall be established by
Employer. The fees for services may be changed from time to time by Employer
to reflect charges that may have been agreed upon between Employer and
third-party providers, including insurance companies, managed care plans,
HMOs and PPOs. Employer (or its designee) shall xxxx Physician's charges and
collect payments for all Physician's services, and Physician agrees to work
with Employer's office staff to ensure the prompt billing of all patients for
all services rendered and to use his or her best efforts to help office staff
(or Employer's designee) collect all patient accounts. The "Physician
charges" shall mean all xxxxxxxx for all of Physician's services provided
hereunder. All fees from xxxxxxxx generated by Physician shall be the sole
and exclusive income of Employer, and Physician expressly and irrevocably
transfers, assigns or otherwise conveys to Employer all right, title and
interest of Physician in and to any fees resulting from or incident to
Physician's practice of medicine under this Agreement.
1.7 PHYSICIAN MEDICAL RECORDS. The medical records maintained by
Physician relating to patients seen by him during the term of this Agreement
are the property of Employer, and Physician will comply with all applicable
laws with regard to maintaining them.
1.8 EMPLOYMENT. Except for services rendered at Physician's
gastroenterology practice, as provided hereinbelow, Physician agrees to
devote his professional working time and attention to the practice of
medicine and the management of the Practice for the benefit of the Practice
under the terms of this Agreement. Physician shall not engage in the
practice of medicine, either directly or indirectly, alone or in association
with others, including covering calls for other physicians except as an
employee of Employer and for the benefit of Employer and the Practice.
Further, Physician shall not become an employee of any other group, hospital
or institution wherein Physician provides direct or indirect services to
patients of such entities. Except for services rendered in Physician's
internal medicine and gastroenterology practice, as provided hereinbelow, all
fees and xxxxxxxx produced by Physician for services for patients other than
patients of the Practice shall be income of the Practice. Physician's duties
shall include, but not be limited to the following:
(a) Providing professional medical services within Physician's
field of practice to any and all patients of the Practice in any office of
the Practice, regardless of whether the patients are covered by managed care
plans, Medicaid (Medi-Cal) or Medicare plans;
(b) Keeping, preparing and maintaining appropriate records,
claims reports and
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correspondence (including, without limitation, patient charts) relating to
all services rendered by him under this Agreement in accordance with all
Practice, professional, and governmental record keeping and reporting
requirements, all of which records shall be and remain the property or in the
possession of Employer;
(c) Attending professional conventions and medical education
seminars and generally performing all things necessary to maintain and
improve his medical practice and professional skills, provided that all
absences from the Practice for such purposes must be approved in advance by
Employer, in its sole discretion; and
(d) Performing such other duties as Employer shall from time
to time reasonably direct.
Nothing in this Agreement is intended nor shall be construed as
limiting or restricting Physician's right to engage in any activity unrelated
to the direct practice of medicine, provided that such activities do not
interfere with Physician's performance of his or her obligations hereunder.
During the Term, Physician shall not, at any time or place,
either directly or indirectly, engage in the practice of medicine or surgery
to any extent whatsoever, except pursuant to and in accordance with this
Agreement. Except as otherwise expressly provided herein, Physician shall
comply with all policies and procedures applicable to Practice employees
generally. Notwithstanding the foregoing, Physician shall be entitled to
maintain an internal medicine and gastroenterology practice located at 00000
00xx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 provided that he shall not
perform medical services for any capitated primary care patient outside his
employment with Employer.
Nothing herein shall be construed to prevent Physician from
receiving honoraria or other stipends for performing services outside the
scope of his employment hereunder; provided however, that Physician shall not
perform any such services on behalf of any competitor of Employer or its
affiliates.
2. COMPENSATION
2.1 SALARY. Employer shall pay Physician Seventy Thousand Dollars
($70,000) annually. Employer shall pay Physician on a bi-weekly basis in
arrears in accordance with Employer's policies in effect from time to time.
Such salary shall be increased at Employer's sole discretion, based on
performance criteria established by Employer.
2.2 BENEFITS. During the term of this Agreement, Employer shall
provide Physician and his or her beneficiaries with certain employment
benefits commensurate with those received by Employer's and Prospect Medical
Holdings, Inc. senior management, including, but not limited to, the
following:
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(a) Physician shall be entitled to participate in Employer's
retirement 401(k) and other benefit plans as offered from time to time at a
level commensurate with the retirement benefits offered to Employer's other
employees;
(b) A policy of disability insurance;
(c) Participation in Employer's Stock Option Plan;
(d) A policy of medical insurance for Physician and
Physician's immediate family;
(e) A policy of dental insurance for Physician and Physician's
immediate family; and
(f) A policy of vision insurance for Physician and Physician's
immediate family.
However, with respect to the foregoing benefits, Employer's life
insurance company, if any, and/or disability insurer, if any, may require
Physician to satisfactorily pass a physical examination in order to issue a
life insurance policy to Physician, and Physician shall comply with all such
reasonable requirements. In addition, Employer may elect to obtain key-man
life insurance coverage on Physician, and Physician agrees to submit to any
required examination therefor.
2.3 FRINGE BENEFITS/REIMBURSEMENT OF EXPENSES. During the term of
this Agreement, Employer shall provide Physician with the following fringe
benefits or reimburse the following expenses, as the case may be, which are
incurred in the performance of Physician's duties on behalf of the Company:
(a) reimbursement of up to $800 per month for automobile
expenses;
(b) reimbursement of up to $400 per month for phone expenses;
and
(c) reimbursement of up to $1,000 per year for continuing
education classes.
2.4 VACATION BENEFITS. Physician shall be entitled to four weeks of
paid vacation each year, commencing on the date hereof. Additionally,
Physician shall be entitled to take up to one week per year for continuing
medical education classes.
2.5 MALPRACTICE INSURANCE. Employer will purchase and maintain a
professional liability insurance policy for Physician which will cover acts
or omissions commencing with the Effective Date through the termination of
this Agreement at a level commensurate with that paid by Employer for other
physician employees.
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3. TERM AND TERMINATION OF AGREEMENT
3.1 CONTRACT TERM. The initial term of this Agreement shall commence
on September 25, 1997 (the "Effective Date"), and shall continue for a period
of three (3) years, terminating on September 24, 2000, subject to earlier
termination of this Agreement as provided herein.
3.2 TERMINATION WITHOUT CAUSE. No party may terminate this Agreement
or Physician's employment hereunder, without cause.
3.3 TERMINATION BY EMPLOYER. Employer may terminate Physician's
employment hereunder at any time for "cause" by giving notice of termination
(the "Termination Notice") to the Physician. Cause includes the following:
(a) Upon material violation by Physician of any provisions of
this Agreement or the rules, policies, and/or procedures of the Practice.
(b) Upon repeated failure by Physician to meet utilization,
performance, or productivity standards established by Employer for the
Practice.
(c) Upon revocation, cancellation, suspension or limitation of
Physician's professional license, or disciplinary action in any state by an
appropriate licensing authority including, without limitation, the
revocation, suspension, limitation, or reduction of such license or of
Physician's DEA license.
(d) Upon cancellation of Physician's coverage, or his
uninsurability, under the terms and conditions of the professional liability
insurance provided by Employer as set forth above.
(e) Upon the imposition of any restrictions or limitations on
Physician by any governmental or professional authority having jurisdiction
over Physician to such an extent that Physician cannot engage in the practice
of medicine as required hereunder.
(f) Upon Physician's conviction of a felony or crime of moral
turpitude.
(g) Upon repeated failure by Physician to conform and comply
with Employer's professional requirements concerning maintenance of medical
records.
(h) Upon the use of alcohol or a controlled substance which
materially impairs the ability of Physician to effectively perform
Physician's duties and obligations under this Agreement.
(i) If Employer, in good faith, determines that Physician is
not providing
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adequate patient care or that the health, safety or welfare of patients is
jeopardized by continuing the employment of Physician.
(j) In the event the performance by either party hereto of any
term, covenant, condition or provision of this Agreement should jeopardize
(1) the licensure of Employer, any Affiliate of Employer, or Physician, or
(2) Employer's (or any Affiliate's) or Physician's participation in, or
reimbursement from, Medicare, Medicaid (Medi-Cal) or other reimbursement or
payment programs; or if for any other reason said performance should be in
violation of any statute, ordinance, or be otherwise deemed illegal, by a
state or federal court or governmental agency (collectively, "Jeopardy
Event"), then the parties shall use their best efforts to meet forthwith and
attempt to negotiate an amendment to this Agreement to remove or negate the
effect of the Jeopardy Event. In the event the parties are unable to
negotiate such an amendment within fifteen (15) days following such notice,
then the provisions of this Agreement that give rise to the Jeopardy Event
shall be ineffective only to the extent that they are in contravention of
applicable law or otherwise give rise to the Jeopardy Event, without
invalidating the remaining provisions of this Agreement, unless the same
should defeat an essential business purpose of this Agreement.
3.4 TERMINATION BY PHYSICIAN. Physician may terminate his or her
employment hereunder at any time for "cause." Cause is limited to a material
breach by Employer of a material term of this Agreement by Employer. In the
event Physician terminates this Agreement for cause, termination shall be
effective upon two (2) weeks notification to Employer by Physician. In such
case, upon notification, Employer shall have a two (2) week period in which
to cure such breach.
3.5 EFFECT OF TERMINATION. Unless otherwise set forth below,
Physician shall not be entitled to any severance pay upon the termination
this Agreement by Employer for cause; Physician shall only be entitled to
receive accrued but unpaid salary through the date of such termination. Upon
and after termination of this Agreement, Physician will be provided full
access to copy Employer patient medical records in the event of a malpractice
action or administrative investigation or proceeding against Physician.
4. CONFIDENTIALITY/TRADE SECRETS. Physician acknowledges that his position
with the Practice will be one of the highest trust and confidence both by
reason of his position and by reason of his access to and contact with the
trade secrets and confidential and proprietary business information of
Employer and all of its Affiliates (as defined below), during the term of
this Agreement and thereafter. Physician covenants and agrees as follows:
4.1 PROTECTION. That Physician shall use his best efforts and
exercise utmost diligence to protect and safeguard the trade secrets and
confidential and proprietary information of Employer and its "Affiliates"
(which term as used in this Agreement shall include any person, corporation,
partnership, general partner or other entity that (i) provides management or
other services to the Practice ("Manager"), or (ii) directly, or indirectly
through one or more intermediaries, controls or is controlled by or is under
common control with Employer or
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Manager), including, without limitation, their trade secrets, proprietary
information, the identity of their customers and suppliers, their
arrangements with their customers and suppliers, and their technical data,
records, compilations of information, processes, computer software, and
specifications relating to their customers, suppliers, products and services
(collectively, "Confidential Information").
4.2 NONDISCLOSURE. That Physician shall not disclose any
Confidential Information, except as may be required in the course of his
employment or as may be required by law.
4.3 NON-USAGE. That Physician shall not use, directly or indirectly,
for his own benefit or for the benefit of another, any Confidential
Information.
The covenants contained in this Section 4 shall not be applicable to any
information which is in the public domain other than as a result of action by
Physician or which Physician can establish was obtained from sources other
than Employer or any of its Affiliates, who are not under a duty of
nondisclosure. All Confidential Information and all files, records,
documents, drawings, specifications, computer software, memorandums, notes,
or other documents relating thereto or otherwise relating to the business of
Employer and its Affiliates or the Practice, whether prepared by Physician or
otherwise coming into his possession, shall be the exclusive property of
Employer (and/or its Affiliates, as applicable) and shall be delivered to
Employer or its Affiliates as appropriate and not retained by (nor any copies
thereof retained by) Physician upon termination of his employment for any
reason whatsoever.
5. NON-SOLICITATION; NON-DIVERSION.
5.1 PLAN MEMBER CONTACT. Physician acknowledges and agrees that
Employer has expended a great deal of time, effort and money in developing
its business and obtaining the patients enrolled in prepaid capitated health
plans (each a "Plan Member") that are enrolled with Employer, and that all of
the patients to whom Physician renders professional medical services pursuant
to this Agreement are and will remain patients of Employer ("Employer
Patients"). Because of this, Employer considers, and Physician acknowledges,
that the Employer Patients constitute an important corporate asset and
Employer's Plan Member lists constitute valuable proprietary information. In
consideration of Employer providing current Employer Patients (I.E. Plan
Members), as well as future Employer Patients, to Physician, Physician
acknowledges and agrees that Employer will suffer irreparable harm and injury
if Physician attempts to, or does, communicate with Employer Patients in any
way concerning termination of this Agreement or concerning any other Employer
business matter. As such, Physician expressly waives any rights (including
those set forth in California Business and Professions Code Section 651) to
contact Employer Patients in any way about the termination of this Agreement
or about any other Employer business matter. Physician agrees that, except
to the extent that Employer has provided written authorization, Physician
shall not directly contact Employer Patients, their employers or health plans
in regard to business related matters pertaining to Employer contracted heath
plans including, but not limited to, (1) switching plans or similar entities
or contracting directly with
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Physician (or some other provider organization that Physician is a member of)
instead of Employer; (2) the options Employer Patients have to transfer to
other plans (or to switch to other providers as a result of termination of
this Agreement; or (3) the fact that the Employer Patient will no longer be
able to obtain services from Physician. Understanding and acknowledging the
foregoing, Physician agrees to cooperate fully with Employer in any
communications to Employer Patients concerning termination of this Agreement
and other Employer business matters, and Physician agrees not to interfere in
any way with the relationship between Employer and Employer Patients. In the
event that Physician violates this provision, Employer may seek a temporary
restraining order and/or injunction to preclude such activity, as well as all
appropriate damages resulting from Physician's breach of this provision.
Notwithstanding the foregoing, nothing contained herein shall be construed to
limit the Physician's opportunity to discuss with any Employer Patient
information relevant to such Employer Patient's medical condition, including
such Employer Patient's treatment options, alternative plans or other
coverage arrangements.
5.2 NON-SOLICITATION OF PLAN MEMBERS. As part of the consideration
for Employer to enter into this Agreement, during the initial and any
succeeding term of this Agreement and for a period of three (3) years
following the date of termination of this Agreement, Physician will not
directly or indirectly, either individually or on behalf of or as a provider
for any person or entity other than Employer whose business competes with the
business of Employer, (i) advise any Employer Plan Member or patient to
disenroll from Employer, or (ii) solicit any Plan Member or patient or any
Plan Member's or patient's employer to become enrolled with any other health
maintenance organization, provider organization, or any other similar
hospitalization or medical payment plan or insurance program. Physician
shall use his best efforts to ensure that no employee, agent or independent
contractor of Physician makes any derogatory remarks regarding Employer to
any Plan Member, Plan Member's employer, health plan or health maintenance
organization.
5.3 OTHER AGREEMENTS FOLLOWING TERMINATION. Nothing contained herein
shall prevent Physician, following the termination of this Agreement, from:
(a) Entering into contracts or other agreements with any
capitated health plan that does not have an agreement or contract with
Employer as of the date of this Agreement;
(b) Providing services to fee for service patients; or
(c) Joining or otherwise becoming a member of an independent
practice association or physician network.
Notwithstanding the foregoing, in the event an Employer Patient seeks,
without being solicited or otherwise contacted by Physician or any agent of
Physician in violation of the provisions of Sections 5.1 and 5.2 herein, to
receive medical services from Physician and Physician desires to provide
medical services to such former Employer Patient, Physician shall
9
only be entitled to provide such services as an outside provider of Employer
under the terms of Employer's standard participating provider agreement then
in effect, and pursuant to Employer's agreement with the respective health
plan under which the capitation payments for such former Employer Patient are
paid.
6. REMEDIES FOR BREACH OF COVENANTS OF PHYSICIAN. The covenants set forth
in Sections 4 and 5 of this Agreement shall continue to be binding upon
Physician notwithstanding the termination of his employment with Employer for
any reason whatsoever. Such covenants shall be deemed and construed as
separate agreements independent of any other provision of this Agreement.
The existence of any claim or cause of action by Physician against Employer
or any of its Affiliates, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by Employer or any of its
Affiliates of any or all of such covenants. It is expressly agreed that the
remedy at law for the breach of any such covenant is inadequate and that
temporary and permanent injunctive relief shall be available to prevent the
breach or any threatened breach thereof, without the necessity of proof of
actual damages and without the necessity of posting a bond, cash or
otherwise. In this connection, Physician agrees not to assert any defense
that monetary damages would be sufficient.
7. DEFAULT. Any default by Employer in the payment when due of any amount
owed by Employer to Physician under the Contingent Promissory Note, of even
date herewith, issued from Employer to Physician, in the principal amount of
$1,125,000, which default continues for a period of ten (10) days, shall
constitute a default under this Agreement. Upon written notice from
Physician of such default, Employer shall have a thirty (30) day period in
which to cure such default. In the event Employer fails to cure such default
within thirty (30) days of such notice, at Physician's option, except for the
provisions continued in Sections 4 and 5 hereinabove, which shall remain in
full force and effect, this Agreement shall terminate and Physician shall
have no further obligations hereunder.
8. ARBITRATION. The parties firmly desire to resolve all disputes arising
hereunder without resort to litigation in order to protect their respective
business reputations and the confidential nature of certain aspects of their
relationship. Accordingly, any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration as set forth below.
8.1 All disputes which in any manner arise out of or relate to this
Agreement or the subject matter thereof, shall be resolved exclusively by
arbitration in accordance with the provisions of this Section 8. Either
party may commence arbitration by sending a written demand for arbitration to
the other party, setting forth the nature of the controversy, the dollar
amount involved, if any, and the remedies sought, and attaching a copy of
this Section to the demand.
8.2 There shall be one arbitrator. If the parties shall fail to
select a mutually acceptable arbitrator within ten (10) days after the demand
for arbitration is mailed, then the parties stipulate to arbitration before a
single arbitrator sitting on the Los Angeles, California Judicial Arbitration
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Mediation Services (JAMS) panel, and selected in the sole discretion of the
JAMS administrator.
8.3 The parties shall share all costs of arbitration. The prevailing
party shall be entitled to reimbursement by the other party of such party's
attorneys' fees and costs and any arbitration fees and expenses incurred in
connection with the arbitration hereunder.
8.4 The substantive law of the State of California shall be applied
by the arbitrator.
8.5 Arbitration shall take place in Los Angeles, California unless
the parties otherwise agree. As soon as reasonably practicable, a hearing
with respect to the dispute or matter to be resolved shall be conducted by
the arbitrator. As soon as reasonably practicable thereafter, the arbitrator
shall arrive at a final decision, which shall be reduced to writing, signed
by the arbitrator and mailed to each of the parties and their legal counsel.
8.6 All decisions of the arbitrator shall be final, binding and
conclusive on the parties and shall constitute the only method of resolving
disputes or matters subject to arbitration pursuant to this Agreement. The
arbitrator or a court of appropriate jurisdiction may issue a writ of
execution to enforce the arbitrator's judgment. Judgment may be entered upon
such a decision in accordance with applicable law in any court having
jurisdiction thereof.
8.7 Notwithstanding the foregoing, because time is of the essence of
this Agreement, the parties specifically reserve the right to seek a judicial
temporary restraining order, preliminary injunction, or other similar short
term equitable relief, and grant the arbitrator the right to make a final
determination of the parties' rights, including whether to make permanent or
dissolve such court order.
8.8 The decision and award of the arbitrator shall be kept
confidential by the parties to the greatest extent possible. No disclosure
of such decision or award shall be made by the parties except as required by
law or as necessary or appropriate to effect the enforcement thereof.
9. CONTRACTS. Physician shall not have the right or authority and hereby
expressly covenants not to, enter into a contract in the name of Employer or
the Practice or otherwise bind Employer or the Practice, in any way, without
the express written consent of Employer. Physician shall hold Employer and
the Practice harmless from any loss attributable to a violation of this
covenant.
10. USE OF PREMISES. Physician covenants not to use, or permit any other
personnel under the control of Physician to use, any part of the premises of
the Practice for any purpose other than the performance of services hereunder.
11. MISCELLANEOUS.
11.1 NOTICES. Any notice, demand, or communication required,
permitted or desired to
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be given hereunder shall be deemed effectively given when personally
delivered or mailed by prepaid certified mail, return receipt requested,
addressed as follows:
Physician: Sinnadurai X. Xxxxxxx, M.D.
00000 00xx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
with a copy to: Xxxxx & Xxxxxx
000 X. Xxxxxx Xx., Xxx. 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx, Esq.
Employer: Sierra Primary Care Medical Group, Inc.
c/o Prospect Medical Group, Inc.
00000 Xxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx XxXxxxxx, M.D.
with a copy to: Xxxxxx & Xxxxxxx
0000 Xxxxxxx Xxxx Xxxx, 0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
11.2 GOVERNING LAW. This Agreement has been executed and delivered
and shall be interpreted, construed, and enforced in accordance with the laws
of the State of California.
11.3 ENFORCEMENT. In the event that either party shall be required to
enforce the terms of this Agreement, whether with or without arbitration, the
prevailing party shall be entitled to recover the costs of such action,
including reasonable attorneys' fees.
11.4 ENTIRE AGREEMENT. This Agreement shall constitute the entire
agreement of the parties with respect to the subject matter hereof and may
not be amended except in writing signed by both of the parties hereto. No
oral statements or prior written materials not specifically incorporated
herein shall be of any force or effect.
11.5 SEVERABILITY. In the event any provision of this Agreement is
held to be unenforceable or void for any reason, the remainder of the
Agreement shall be unaffected and shall remain in full force and effect in
accordance with its terms, unless such unenforceability or voidness defeats
an essential business term hereof.
11.6 NO ASSIGNMENT; BINDING EFFECT. Physician shall not assign this
Agreement to any other party or parties without the prior written consent of
Employer. Except for an assignment to Imperial Bank, a California banking
corporation, pursuant to applicable law, Employer shall
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not assign this Agreement to any other party or parties without the prior
written consent of Physician. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.
11.7 HEADINGS. The headings used herein are for convenience only and
do not limit the contents of this Agreement.
11.8 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which will be deemed to be an original, but all of which together
will constitute one and the same agreement.
11.9 CHANGE OF CIRCUMSTANCES. In the event (i) Medicare, Medicaid
(Medi-Cal), any third-party payor or any federal, state or local legislative
or regulatory authority adopts any law, rule, regulation, policy, procedure
or interpretation thereof which establishes a material change in the method
or amount of reimbursement or payment for services under this Agreement, or
(ii) any or all of such payors/authorities impose requirements which require
a material change in the manner of either party's operations under this
Agreement and/or the costs related thereto, then, upon the request of either
party materially affected by any such change in circumstances, the parties
shall enter into good faith negotiations for the purpose of establishing such
amendments or modifications as may be appropriate in order to accommodate the
new requirements and change of circumstances while preserving the original
intent of this Agreement to the greatest extent possible. If, after thirty
(30) days of such negotiations, the parties are unable to reach an agreement
as to how or whether this Agreement shall continue, then either party may
terminate this Agreement upon thirty (30) days prior written notice.
11.10 COMPLIANCE WITH LAW. The parties recognize that this Agreement
at all times is to be subject to applicable state, local and federal law.
11.11 WAIVERS. Waivers of any of the provisions hereof may be
effective only if signed by the party intending to be bound thereby.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties on
the day and year first above written.
EMPLOYER: PHYSICIAN:
SIERRA PRIMARY CARE
MEDICAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D. /s/ Sinnadurai X. Xxxxxxx, M.D.
-------------------------- -------------------------------
Xxxxx X. Xxxxxx, M.D. Sinnadurai X. Xxxxxxx, M.D.
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