EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this 11th day of March, 1997, is by and between
MEDI-CEN MANAGEMENT, INC., a Maryland corporation ("Employer") and P. XXXXXX
XXXXXX, M.D. ("Employee").
INTRODUCTORY STATEMENT
Employer is engaged in the business of providing medical practice
management and related services. Employee has agreed to be employed by Employer
and Employer has agreed to employ Employee pursuant to the terms and conditions
hereinafter set forth. The parties hereto acknowledge and agree that it would be
in the best interest of all parties to clearly define both the responsibilities
of Employee as well as set out the compensation and other benefits which will
accrue to Employee.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained the parties hereto do agree as follows:
1. Employment. Employer hereby employs, engages and hires Employee as
Chairman of the Board and Secretary of Employer to render such services as are
typically required of the Chairman of the Board and Secretary of a for profit
corporation and such other services as may be required from time to time.
Employee hereby accepts and agrees to such hiring, engagement and employment
subject to the general supervision and pursuant to the orders, advice and
directions of the Board of Directors of Employer.
2. Best Efforts of Employee. Employee hereby agrees that at all times
he will faithfully, industriously and to the best of his ability, experience and
talents perform all duties that may be required of him pursuant to the expressed
and implicit terms hereof. Such duties shall be rendered at such times and
places as Employer in good faith shall require. Employee agrees that at no time
while this Agreement is in effect will Employee speak of, refer to, or comment
on Employer's businesses in any way that tends, either directly or indirectly,
to detract from or diminish the good reputation of Employer's businesses in the
community, the successful and effective conduct of Employer's businesses, or the
good will of Employer's businesses. Violation of any provision of this section
shall be deemed a material breach of this Agreement.
3. Term. The term of this Agreement shall be for a period of two (2)
years commencing as of the date hereof and terminating on the second (2nd)
anniversary of the date hereof, subject, however, to prior termination as
hereinafter provided.
4. Compensation of Employee.
a. Base Compensation. For all services rendered by Employee under this
Agreement, Employer shall pay Employee the amount determined by the Board
of Directors.
b. Stock Option Plan. It is anticipated that there will be a 4.132 for
1 stock split of the Company's Common Stock. Employee shall be granted
options to purchase 900,000 post split shares of the Company's Common Stock
from the Stock Option Plan of Employer to be established at a price equal
to the Initial Public Offering ("IPO") price per share of the Company's
Common Stock. All Options granted pursuant to this Section 4.b shall vest
upon issuance. Options to purchase 450,000 shares shall be exercisable on
or after the date of the IPO and the remaining 450,000 options shall be
exercisable on or after January 1, 1999, provided the IPO has occurred.
Subject to the immediately preceding sentence, the options will be
exercisable for a period of ten (10) years from the date of grant.
5. Recommendations for Improving Operations. Employee shall make
available to Employer all information of which Employee shall have any knowledge
and shall make all suggestions and recommendations that will give mutual benefit
to Employer and himself.
6. Termination.
a. This Agreement shall be terminated immediately upon the occurrence
of one of the following conditions or events: (i) in the event Employee
conducts himself in an unprofessional, unethical, immoral or fraudulent
manner, or should the Employee's conduct discredit Employer or be
detrimental to the reputation, character and standing of Employer; (ii)
conviction of any crime of moral turpitude or of any crime punishable as a
felony; or (iii) the death of Employee.
b. In accordance with Section 2-413 of Maryland's General Corporation
Law, Employer's Board of Directors may remove Employee and terminate this
Agreement at any time if, in the
2
Board's judgment, the best interests of Employer will be served thereby.
c. Employer may terminate this Agreement at any time, for any reason
whatsoever, upon thirty (30) days written notice to Employee.
7. Return of Documents. Upon termination of employment, whether such
termination be voluntary or involuntary, Employee shall deliver to Employer all
records, lists, receipts, contracts and other documents that belong to Employer,
as well as all other property that belongs to Employee.
8. Waiver. No evidence of any waiver of any provision of this Agreement
shall be offered or received in evidence at any proceeding, arbitration or
litigation between the parties hereto arising out of or affecting this
Agreement, or the rights or obligations of the parties hereunder, unless such
waiver is in writing and is duly executed by the party to be charged therewith,
and the parties further agree that the provisions of this section may not be
waived except as herein set forth.
9. Severability. All agreements and covenants contained herein are
severable, and in the event any of them, with the exception of those contained
in Sections 1 and 4 hereof, shall be held to be invalid by any competent court,
this Agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein.
10. Notices. Any notices to be given hereunder by either party to the
other may be effected by personal delivery, in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addressees set forth below, but each party
may change its address by written notice in accordance with this Section.
Notices delivered personally shall be deemed communicated as of the actual
receipt; mailed notices shall be deemed communicated as of three (3) days after
mailing.
If to Employee:
P. Xxxxxx Xxxxxx, M.D.
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
3
If to Employer:
Medi-Cen Management, Inc.
0000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
11. Choice of Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Maryland, and that in any action, special proceedings or other
proceedings that may be brought arising out of, in connection with, or by reason
of this Agreement, the laws of the State of Maryland shall be applicable and
shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be instituted.
12. Attorneys' Fees. In any action at law or equity to enforce any of
the provisions or rights under this Agreement, the unsuccessful party to such
litigation, as determined by the court in any final judgment or decree, shall
pay the successful party or parties all costs, expenses and reasonable
attorneys' fees incurred therein by such party or parties (including without
limitation such costs, expenses and fees on any appeal or in connection with any
bankruptcy proceedings), and if the successful party recovers judgment in any
such action or proceeding, such costs, expenses and attorneys' fees shall be
included in and as a part of such judgment.
13. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the employment of Employee by Employer and contains all of the covenants and
agreements between the parties with respect to such employment. Each party to
this Agreement acknowledges that no representations, inducements or agreements,
oral or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and no other agreement, statement or
promise not contained in this agreement shall be valid or binding. Any
modification of this Agreement will be effected only if it is in writing signed
by the party to be charged.
14. Counterparts. Separate copies of this Agreement may be signed by
the parties hereto, with the same effect as though all of the parties had signed
one copy of this Agreement.
4
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
the date first above written.
WITNESS: EMPLOYER:
MEDI-CEN MANAGEMENT, INC.
By:/s/ Xxxxxxxx X. Xxxx (SEAL)
------------------------- ----------------------------
Name: Xxxxxxxx X. Xxxx
--------------------------
Title:CFO
-------------------------
WITNESS: EMPLOYEE:
/s/ P. Xxxxxx Xxxxxx, M.D.(SEAL)
------------------------- -------------------------
P. Xxxxxx Xxxxxx, M.D.
5
