EMPLOYMENT AGREEMENT
AGREEMENT, between New Medical Practice, P.C., a professional
service corporation organized and existing under the laws of the State of New
York with its principal place of business located at 0 Xxxxxxx Xxxxx, Xxxxx
Xxxxxx, Xxx Xxxx 00000 (the "Corporation") and the undersigned, a professional
employee duly licensed to practice in accordance with the laws of the State of
New York (the "Employee"). The Corporation and the Employee may hereafter be
referred to individually as a "Party" and collectively as the "Parties". The
pronouns "he" and "his" are used exclusively herein only for convenience, and
shall be deemed, when the facts so require, to mean "she" and "her",
respectively.
WITNESSETH:
WHEREAS, the Corporation desires to employ the Employee upon the
terms and conditions hereafter set forth; and
WHEREAS, the Employee desires to accept employment with the
Corporation; and
WHEREAS, the Parties wish to provide high quality professional
care to patients of the Corporation;
NOW, THEREFORE, in consideration of the covenants and agreements
herein made, the parties hereto agree as follows:
1. EMPLOYMENT.
The Corporation hereby employs the Employee and Employee hereby
agrees to accept employment with the Corporation in the specialty set forth
below.
2. DUTIES AND RESPONSIBILITIES.
2.1 The duties of the Employee shall be those duties customarily
performed by a professional engaged in the practice of his profession including
the provision of administrative services together with such other duties as
shall from time to time be assigned by the Corporation.
2.2 The allocation of administrative and professional services to
be rendered by the Employee, as well as scheduling and location for such
services, is set forth in Schedule "A," annexed hereto and made a part hereof.
3. EMPLOYEE REPRESENTATIONS
The Employee hereby makes the following representations, the
continuing validity of which shall be prerequisite to the obligations of the
Corporation hereunder:
a. The Employee is licensed to practice his profession in the
State of New York.
b. The Employee shall at all times conduct himself in compliance
with all applicable federal, state and local laws, rules and regulations, canons
of professional ethics, the Rules Regulations of the Corporation.
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4. COMPENSATION.
The Employee shall be compensated as set out on Schedule B. Such
compensation shall be paid bi-weekly, as earned.
5. BENEFITS AND STATUS.
The Employee shall be entitled to only those benefits set out in
Schedule C. Employee shall be an employee and not an independent contractor. The
Corporation shall withhold all applicable taxes from compensation paid to
Employee and shall pay such withheld taxes over to the proper taxing
authorities. The Corporation shall also pay any other required payroll taxes.
6. ADDITIONAL EMPLOYMENT.
The Employee shall devote his entire efforts to his professional
practice with the Corporation pursuant to the terms of this Agreement. The
Employee may not, during the term of this Agreement, otherwise practice his
profession outside of the Corporation.
7. FACILITIES.
The Corporation shall provide and maintain, or cause to be
provided and maintained, during the term of this Agreement, such facilities,
equipment and supplies as it deems necessary for the performance by the Employee
of his duties required under this Agreement.
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8. PROFESSIONAL LIABILITY COVERAGE INSURANCE.
The corporation shall provide and maintain, or cause to be
provided and maintained, during the term of this Agreement, professional
liability coverage for the Employee covering the acts of the Employee occurring
within the scope of his employment hereunder. Such insurance shall name the
corporation as an insured.
9. BILLING.
The Corporation shall perform, either itself or pursuant to an
agreement with another individual or entity, billing and collection functions
for all services provided by the Employee. The Employee hereby authorizes the
Corporation to accept, or refuse to accept, on behalf of the Employee, any
assignment of insurance benefits (e.g., Medicare, Blue Cross/Blue Shield, etc.)
from an patient receiving services from the Employee pursuant to this Agreement.
At the request of the Corporation, the Employee shall list and designate with
such insurance or other third party payor programs the address of the
Corporation, to the attention of such officer(s) of the Corporation as the
Corporation shall designate, or such other address as the Corporation may
designate, as the sole addressee to which all payment(s) or payment voucher(s)
for services performed by the Employee for patients of the Corporation shall be
mailed. This Agreement shall constitute an assignment by the Employee to the
Corporation of all funds owing or collected for services rendered by the
Employee pursuant to this Agreement, and the Employee shall take all additional
steps reasonably requested
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by the Corporation to assist in the billing and collection of funds due for
services rendered by the Employee. All funds collected with respect to services
provided pursuant to this Agreement shall be the exclusive property of the
Corporation. Any checks or other funds received by Employee by error or
otherwise, from insurance or other third party payors for, services rendered by
Employee under this Agreement to patients of the Corporation shall be promptly
delivered to the Corporation.
10. TERM OF AGREEMENT.
The effective date of this Agreement shall be October 1, 1996. This
Agreement shall continue in effect for a period of three (3) years unless
terminated an hereinafter provided. After the end of the first three (3) year
term, the Corporation may, at its option, renew this agreement, and the
employment of Employee, for successive one year terms as follows: two (2) months
before the end of the first three (3) year term or any following one (1) year
term the Corporation shall give Employee written notice of intent to renew. The
parties shall then negotiate compensation for the next term. In the event of
failure to agree on compensation, the compensation for the next term shall be
the compensation for the prior term multiplied by twice the Regional Consumer
Price index.
11. TERMINATION
11.1 This Agreement may be terminated at any time:
a. By the Corporation, without notice, upon the
suspension, revocation, cancellation, restriction or limitation
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of the Employee's license to practice in the State of state of New York;
b. By the Corporation, without notice, upon the
failure of, or refusal by the Employee, to faithfully and diligently perform the
duties and responsibilities set forth in this Agreement, which decision shall be
made in the sole discretion of the Corporation, provided, however, that if
termination occurs for any reason during the first two years of this agreement,
then the compensation provided for herein shall continue to be paid to Employee
over the balance of the first two years in the total amount of Four Hundred
Thousand ($400,000) Dollars, at the times and under the conditions provided for
herein and provided further, however, that after the end of the first one year
term, if termination is made by the Corporation for: any illegal activities of
Employee (established by conviction by a court of competent jurisdiction)
limited to theft from the Corporation, paying for patients or patient abuse;
loss of license; or permanent and total disability, Employee shall be entitled
to no further compensation.
11.2 The Corporation shall, as of the effective date of
termination of this Agreement, be released of any responsibility or obligation
hereunder except payment of compensation and benefits accrued to the effective
date of such termination, except as provided in paragraph 11.1(b) above.
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12. RESTRICTIVE,COVENANT.
12.1 The Employee acknowledges that by virtue of his employment
hereunder, he will have contacts with and develop and service patients of the
Corporation and "referring sources" of business of the Corporation. In all of
his activities, the Employee, through the nature of his work, will have access
to and will acquire confidential information relating to the business and
operations of the Corporation, including patient lists, and other information
relating to methods of doing business and of referral relationships. The
Employee acknowledges that all such information is the sole property of the
Corporation and constitutes confidential information of the Corporation; that
the disclosure thereof would cause substantial loss to the goodwill of the
Corporation; that disclosure thereof to Employee is being made by the
Corporation only because of the position of trust and confidence which the
Employee will occupy and because of the agreement of the Employee to the
restrictions contained herein; that the knowledge of the Employee of these
matters would enable the Employee, upon termination of this Agreement, to
compete with the Corporation in a manner likely to cause the Corporation
irreparable harm, and disclosure of such matters by the Employee would,
likewise, cause such harm; and that the restrictions imposed upon the Employee
herein would not hamper the Employee in his professional practice. It is
understood and agreed by the Employee and the Corporation that the essence of
this Agreement is that the Parties agree that the patients and the referral
sources of the Corporation will remain the patients and referral
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sources of the Corporation during the term or this Agreement and thereafter.
12.2 The Employee hereby irrevocably warrants, covenant and
agrees as follows:
a. During the term of this Agreement and thereafter the
Employee shall not take any action whatsoever which may or might disturb the
existing business relationship of the Corporation with any patient or referral
sources of the Corporation.
b. During the term of this Agreement and for two (2) years
thereafter, the Employee shall not solicit business from patients or referral
sources of the Corporation.
c. For a period of two (2) years after leaving employment
of the Corporation, the Employee shall not practice profession in, or in any
manner be associated with an office where health care is provided within ten
(10) miles of the office(s) of the corporation which are in existence at the
time that Employee leaves employment of the Corporation and also in Fairfield
County, Connecticut and lower Westchester County (South of a line drawn across
the County at the top of the City of White Plains.)
12.3 The Employee agrees that in the event of the breach of any
provision of this Agreement, and more particularly, in the event of the breach
of any provision of section 12, the Corporation shall be entitled to obtain a
permanent injunction or
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similar court order enjoining the Employee from violating any of the provisions
of this Agreement, and that pending the hearing and the decision on the
application for such permanent injunction, the Corporation shall be entitled to
a temporary restraining order, without prejudice to any other remedy available
to the Corporation, all at the expense of Employee; provided, however, that the
provisions of section 12 shall in no event be construed to be an exclusive
remedy and such remedy shall be held and construed to be cumulative and not
exclusive of any rights or remedies, whether in law or equity, otherwise
available under the terms of this Agreement or under federal, state and local
statutes, rules and regulations.
12.4 The covenants and agreements made by the Employee in section
12.0 shall be construed as an agreement independent of any other provision in
this Agreement, and the existence of any claim or cause of action by the
Employee against the corporation, whether predicated on this Agreement or
otherwise, shall not constitute defense to the enforcement by the Corporation,
by injunctive relief or otherwise, of the provisions of section 12.
13. MISCELLANEOUS.
13.1 Entire Agreement.
This Agreement, including any Schedules referred to
herein, sets forth the entire agreement and understanding between the Parties
and merges and supersedes all prior discussions, agreements, and understandings
between the Parties. No Party shall be bound by any condition, definition,
warranty or
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representation other than as expressly provided for in this Agreement.
13.2 Modification.
This Agreement shall not be changed, modified or amended,
except by a writing signed by the Parties hereto and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the Parties hereto.
13.3 Effect.
This Agreement shall inure to the benefit of, and be
binding upon, the Parties hereto and their respective heirs, successors,
assigns, executors and administrators.
13.4 Non-Exclusive Rights.
The rights and obligations of the Employee under this
Agreement are non-exclusive, and this Agreement shall not be construed to
prevent the Corporation from simultaneously retaining, contracting with, or
otherwise obtaining professional services from any other person or entity.
13.5 Assignment.
This Agreement may not be assigned by the Employee.
13.6 Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State of state of incorporation.
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13.7 Severability.
In the event any paragraph or provision of this Agreement
is found to be void and unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement shall nevertheless be binding upon the
parties with the same effect as though the void or unenforceable part had been
severed and deleted.
13.8 Notice.
Any notice hereunder shall be in writing and shall be
given to the Parties at their respective addresses set forth herein (or to such
other address as such Party may have fixed by notice; provided however that any
notice of change of address shall be effective only upon receipt) by certified
mail, return receipt requested, and shall be deemed to have been given on the
third (3rd) day following the day so mailed.
13.9 Paragraph Headings.
The paragraph headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the date set forth below.
NEW MEDICAL PRACTICE, P.C.
By: /s/ XXXXXXX XXXXXXXX
Dated: 8/27/96 -----------------------------
---------- Secretary
/s/ XXXX XXXXXXXX
--------------------------------
Xxxx Xxxxxxxx, R.P.T.
0 Xxxxxxx Xxxx Xxxx
--------------------------------
Xxxxxxx
Xxxxxxxx, XX 00000
--------------------------------
Dated: 9/2/96
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