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EXHIBIT 10.15
AMERICAID
COMMUNITY CARE
Xxxxx 00, 0000
Xxxxxxx Childress, Jr., M.D.
00000 Xxxxxxx
Xxxxxxx, XX 00000
Dear Dr. Childress:
On behalf of AMERICAID, Inc. ("AMERICAID" OR THE "Company"), I would like
to offer you a position with the Company. The purpose of this letter is to
summarize the terms of your employment with the Company, should you accept our
offer.
On or before July 10, 1995, you will commence employment with the Company
as Medical Director. Your initial responsibilities in such a capacity will be
mutually determined and agreed upon prior to the commencement of your employment
with the Company. Your initial salary will be Two Hundred and Five Thousand
Dollars ($205,000.00) per year. Such salary shall be paid in conformance with
the Company's customary practice as established or modified from time to time.
You will also be eligible for a potential bonus of up to 25,000 options
to purchase shares of the Company's Common Stock within twelve (12) to eighteen
(18) months after the commencement of your employment with the Company at such
time as any such bonus is awarded. The actual number of options which may be
awarded to you will be determined in the sole discretion of the Company's Board
of Directors based on the evaluation of your work performance and the Company's
attainment of its goals or objectives.
Subject to the approval of the Company's Board of Directors, you will be
granted options to purchase 100,000 shares of Common Stock of the Company at a
purchase price of $.10 per share in accordance with the Company's Stock Option
Plan. Such options shall be exercisable over a five year period after the date
of the grant of the options at a rate of 20% after the first year and at a rate
of 5% quarterly thereafter. In addition, in the event that the Company shall
adopt an Executive
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Xxxxxxx Childress, Jr., M.D.
March 17, 1995
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Bonus Plan in the future, you shall be eligible to participate in such a Plan on
a basis commensurate with your level responsibility at such time subject to the
approval and discretion of the Board of Directors of the Company.
In addition, the Company will reimburse you for your reasonable expenses
associated with your relocation to the Virginia Beach area, including costs (i)
of moving household furnishings, personal effects, storage costs and insurance,
(ii) closing costs and commissions to real estate brokers associated with the
sale of your residence and the purchase of a residence in the Virginia Beach
area, including title insurance, plot surveys, bank origination and application
fees, legal fees, home inspection fees, and appraisal fees, but not including
mortgage "points", (iii) two (2) trips for you and your wife to the Virginia
Beach area for a period of four (4) days each and (iv) reasonable rent for a
residence in the Virginia Beach area which shall not on a monthly basis exceed
your current monthly mortgage payment for a period of not more than six (6)
months, (v) a lump sum payment of Two Thousand Dollars ($2,000.00) for all
incidental expenses attendant to your move and (vi) any incremental income tax
actually owed by you as a result of any such reimbursement.
You will also be entitled to participate in the Company's employee
benefit plans at such time as any such plans are adopted by the Company to the
same extent as other employees of similar rank and tenure.
As a condition of employment with the Company you will be required to
sign a standard Employee Non-Competition, Non-Disclosure and Developments
Agreement, a copy of which is attached for your review.
In the event the Company terminates your employment without cause, you
will be eligible for a severance payment equal to three (3) months base salary.
For purposes of your employment and as used herein, the term "cause" shall mean
conduct involving one or more of the following:
(i) the substantial and continuing gross and willful failure of
the Employee to render services to the Company in accordance with the Employee's
obligations and position with the Company, which failure materially and
adversely affects or could materially and adversely affect the business,
prospects, financial condition, operations, property or affairs of the Company,
after 30 days'
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Xxxxxxx Childress, Jr., M.D.
March 17, 1995
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notice from the President of the Company, such notice setting forth in
reasonable detail the nature of such failure, and in the event the Employee
fails to cure such breach or failure within 30 days of notice from the Company,
if such breach or failure is capable of cure;
(ii) dishonesty, gross negligence, breach of fiduciary duty;
(ii) the commission by the Employee of an act of fraud or
embezzlement, as found by a court of competent jurisdiction, which results in
material loss, damage or injury to the Company, whether directly or indirectly,
or the commission by the Employee of any other action with the intent to injure
materially the Company which could, in the reasonable opinion of the President
of the Company, result in material harm to the Company;
(iv) the conviction by the Employee of a felony, either in
connection with the performance of his obligations hereunder or which shall
materially adversely effect the Employee's ability to perform his obligations
hereunder; or
(v) material breach of the terms of this letter, including the
Employee Noncompetition, Non-Disclosure and Developments Agreement, provided
that the Company provides the Employee with adequate notice of such breach and
the Employee fails to cure such breach, if the breach is reasonably curable,
within thirty (30) days after receipt of such notice.
In the event of a termination "for cause" pursuant to the provisions of
clauses (i) through (v) above, inclusive, the Employee shall be entitled to no
severance or other termination benefits except as required by law.
Please acknowledge your acceptance of the Company's offer of employment
and the terms and conditions set forth herein by executing this letter below as
indicated.
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Xxxxxxx Childress, Jr., M.D.
March 17, 1995
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It would be a great pleasure to welcome you to AMERICAID. I
anticipate that you will be able to make a key contribution to the Company's
success.
Very truly yours,
Xxxxxxx X. XxXxxxxx
AGREED TO AND
ACCEPTED BY:
/s/ Xxxxxxx Childress Jr.
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XXXXXXX CHILDRESS, JR., M.D.
