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EXHIBIT 6.1
EMPLOYMENT AGREEMENT
AGREEMENT, made as of this 1st day of January, 1995 between Medical
Asset Management, Inc., a Delaware corporation with its principal office at
0000 X. Xxxxxxxx, Xxxxx 000, Xxxx, Xxxxxxx 00000 ("Employer"), and Xxxx
Xxxxx ("Employee").
WHEREAS, Employer is in the business of providing management services
to medical service affiliates; and
WHEREAS, Employer desires to employ Employee as President of the
Employer and Employee wishes to be so employed, all upon the terms and
conditions hereafter set forth.
In consideration of the mutual promises herein contained, it is agreed
as follows:
1. TERMS OF EMPLOYMENT; COMPENSATION
1.1 Employer hereby employs Employee as President of the Employer
for a thirty-six (36) month period commencing January 1, 1995.
1.2 As consideration of the services to be provided hereunder,
Employer shall pay to Employee consideration of:
(1) A base salary as follows:
(A) On a semi-monthly basis, one-hundred fifty
thousand dollars ($150,000) for the twelve (12)
month period ending December 31, 1995;
(B) On a semi-monthly basis, two-hundred thousand
dollars ($200,000) for the twelve (12) month
period ending December 31, 1996; and
(C) On a semi-monthly basis, two-hundred fifty
thousand dollars ($250,000) for the twelve (12)
month period ending December 31, 1997.
(2) Any stock option bonus as the Board of Directors of the
Employer sees fit to authorize.
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1.3 In the event of "cause" which shall include competition in violation of
this Agreement, pending criminal charges prior to conviction,
incapacity due to illness, accident or other disability when the
Employee is unable to perform his duties, breach of the terms of the
Agreement, personal or professional conduct of Employee which, in the
reasonable and good faith judgment of the Employer, injures or tends to
injure the reputation of Employer, or gross neglect by the Employee of
his duties hereunder, Employer may terminate Employee's employment
hereunder and all rights hereunder of Employee shall cease.
1.4 In the event the Employee desires to terminate his employment with the
Employer, Employee shall give three (3) months' written notice to the
Employer.
2. EXPENSES, BENEFITS AND MISCELLANEOUS
2.1 Employer shall reimburse Employee for all authorized actual
travel, promotion and entertainment expenses advanced by
Employee in the course of his employment. Reimbursement
shall be provided upon the submission of receipts by Employee
to Employer.
2.2 Employee will be entitled to any and all Employer-paid benefits
as they are made available to senior management. At the
present time, Employer is not offering any Employer-paid
benefits.
2.3 If the Employee is terminated through no fault or cause of his
own, he will receive the balance of the then base salary due
until through the ending date of this Agreement.
2.4 Employee will be entitled to sick leave and paid holidays as
per the Employer policy.
3. DUTIES OF EMPLOYEE
3.1 Employee shall perform such duties as are generally associated
with his position as President and as may be entrusted to him
by the Employer or by resolution of the Board of Directors of
the Employer.
3.2 Employee shall, during the term of this employment, devote one
hundred percent (100%) of his professional time and attention
to the business of the Employer.
4. PROHIBITION AGAINST ENGAGING IN COMPETITION
4.1 Employee shall not, during the term of this Agrement and three
(3) years thereafter, acquire or hold any interest as
stockholder, director, agent or otherwise in or for any
corporation in competition with Employer without the consent
of the Board of Directors of Employer, and shall not engage in
any business competing
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with that of the Employer in the States of Arizona, California,
Washington or Alaska.
4.2 In the event the Employee terminates this Agreement or in the event
Employer's employment is terminated by Employee, the Employee shall
not, within three (3) years after such termination of employment with
Employer, engage in any activity, directory or indirectly, which is in
competition with the business of the Employer in the States of Arizona,
California, Washington or Alaska.
4.3 It has been agreed between the parties that, due to the personal nature
of the relationship created hereunder, neither party shall be entitled
to assign or otherwise transfer the rights or obligations associated
with this Agreement without the written consent of the other party.
4.4 Because of the unique and critical nature of the Employee's position
within the Employer, the loss of the Employee to the Employer could not
be reasonably compensated by an action at law for damages; and for that
reason, Employer is entitled to an injunction and other equitable
relief to prevent Employee's breach of this agreement or in the event of
a breach of Employee's enforceable fiduciary duties to Employer.
5. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Employee shall not, during the term of his employment or at any time
thereafter, impart to any competitor of Employer, or other individual or
entity, or otherwise use for the purpose of competition with Employer, any
proprietary, financial or confidential information he may require in the
performance of his duties hereunder.
6. COMPLETE AGREEMENT; ATTORNEYS' FEES; ARIZONA LAW TO GOVERN
6.1 This Agreement represents the complete understanding between the
parties, and no modification of the terms contained herein shall be
effective unless in writing and signed by the parties.
6.2 Should legal action be necessary for the enforcement of any of the
terms or conditions contained herein, the prevailing party shall be
entitled to reasonable attorneys' fees and court costs from the other
party.
6.3 The law governing this Agreement and any further agreements or
contractual relation between the Employer and the Employee shall be the
law of the State of Arizona.
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Executed at Mesa, Arizona on the date first above written.
EMPLOYER: EMPLOYEE:
MEDICAL ASSET MANAGEMENT, INC.
By /s/ Xxxxxx Xxxxxxx /s/ Xxxx X. Xxxxx
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Xxxxxx Xxxxxxx Xxxx X. Xxxxx
Senior Vice President
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