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EXHIBIT 10.3
EMPLOYMENT AGREEMENT
WHEREAS, MOMED Holding Co. (herein sometimes "COMPANY") desires to
obtain the services of a Vice President Finance and Administration, on a
full-time basis, commencing September 10, 1990 and
WHEREAS, Xxxxxx X. Xxxxxxx (herein "Xxxxxxx") is to be employed as
Vice President, Finance and Administration of MOMED Holding Co.,
NOW, THEREFORE, on this 10th day of September, 1990, the parties agree
as follows:
1. PURPOSE OF AGREEMENT AND STATUS OF PARTIES:
The purpose of the Agreement is to assure the continued availability
of Xxxxxxx to serve as COMPANY'S Vice President, Finance and Administration, or
in such other or additional positions or capacities as the COMPANY, with the
mutual agreement of its Board of Directors and Xxxxxxx, may from time to time
determine, and to set forth the terms under which such employment shall occur.
2. TITLE:
Xxxxxxx shall have the title of Vice President, Finance and
Administration, initially.
3. DUTIES:
Xxxxxxx, (as COMPANY'S Vice President, Finance and Administration)
shall be responsible for accounting, financial reporting and records and
administration of COMPANY and its subsidiaries, subject to the direction and
control of the President and the Board of Directors, performing such duties as
from time to time may be assigned to him. Xxxxxxx agrees that his position
with COMPANY is a full-time position. He agrees to devote his full time and
effort exclusively to the performance of his duties as Vice President, Finance
and Administration of COMPANY, or to such other assignments and duties as the
President with the consent of the Board of Directors may assign him. He agrees
not to undertake any other work, or accept any position, during his employment
with COMPANY which would detract from his ability to perform his duties
described herein or which would be inconsistent with such duties, or otherwise
inappropriate in the sole and exclusive discretion of the Board of Directors or
be in any way detrimental to the public perception of COMPANY and its
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Executive Officers. The decision of COMPANY regarding such other activities
shall be final and binding.
4. COMPENSATION:
Xxxxxxx shall receive as annual compensation for his services, base
compensation of $80,000.00 (Eighty Thousand and no/100ths Dollars).
5. FRINGE BENEFITS:
In addition to the amount of the annual base compensation, Xxxxxxx
shall receive all general employee benefits which are presently provided or may
be provided in the future to employees of COMPANY.
6. ANNUAL COMPENSATION REVIEW.
On the annual anniversary of his date of first employment, in 1991,
Xxxxxxx shall receive a review of his performance as an employee for the
preceding year. The purpose of such review shall be to determine Xxxxxxx'x
performance and other relevant circumstances which may warrant an increase in
his base compensation for the next 12 months of his contract term. The
determination of whether such increase shall be made and the criteria for
determining the amount of such increase, if any, shall reside with the
COMPANY's Compensation Committee with input of the President and Chief
Executive Officer, subject to final approval of the Board of Directors.
7. CLUB MEMBERSHIP:
COMPANY shall provide a corporate club membership in a health,
recreational or luncheon club for use by Xxxxxxx and COMPANY shall pay the
approved dues of such membership. Xxxxxxx shall select the particular club and
such selection shall require the approval of the Board of Directors with input
from the President and Chief Executive Officer.
8. VACATIONS:
Xxxxxxx shall receive fifteen (15) working days (3 weeks) per year of
vacation time without reduction of compensation. After an additional two (2)
consecutive years of employment with COMPANY, Xxxxxxx shall receive five (5)
additional days as vacation and after five (5) consecutive years with COMPANY,
Xxxxxxx shall receive five (5) additional working days vacation.
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If accrued vacation time is not taken by Xxxxxxx as allowed during any calendar
year, such vacation time shall be forfeited.
9. COMPANY AUTOMOBILE:
COMPANY desires that is Executive employees have available for their
use a safe, reliable and presentable automobile. Xxxxxxx shall be provided
with an automobile which is equivalent to the mid-sized 4 door passenger
automobile manufactured by Oldsmobile or such other model of automobile which
is substantially equivalent thereto. Such automobile shall be approved by the
Chief Executive Officer of COMPANY. Such automobile may be owned or leased by
COMPANY. Xxxxxxx shall be reimbursed for licenses, insurance, taxes, gas, oil
and maintenance incurred for company business, by COMPANY. In lieu of such
automobile, Xxxxxxx may elect to receive a monthly automobile allowance of
$500.00, and pay all expenses of ownership, maintenance and operation, except
allowable business mileage which will be reimbursed at the current mileage
schedule as documented by this expense account.
10. COMPANY TRAVEL:
COMPANY anticipates that it will be necessary for Xxxxxxx to make
numerous trips during the year on COMPANY business which travel will
necessarily require Xxxxxxx to be absent from his home and family. COMPANY
deems it appropriate to allow Xxxxxxx to be accompanied on one (1) such
business trip annually by his spouse, in which event the travel expenses
incurred for the spouse shall be reimbursed to Xxxxxxx by COMPANY. In order to
obtain such reimbursement, the trip by the accompanying spouse must be approved
by the Chief Executive Officer in advance.
11. TERM OF AGREEMENT:
This Agreement shall be and remain in effect for three (3) years from
September 10, 1990, unless terminated sooner pursuant to other applicable
provisions herein.
12. TERMINATION OF EMPLOYMENT:
At any time prior to the expiration of this Agreement, the employment
of Xxxxxxx may be terminated as follows:
A. By mutual consent of COMPANY and Xxxxxxx.
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B. Immediately upon Xxxxxxx'x death, provided that in such
event COMPANY shall cause the compensation to Xxxxxxx in
effect at that time to continue for the period through
the end of the month in which Xxxxxxx'x death occurs.
C. Upon thirty (30) days prior written notice in the event
Xxxxxxx, by reason of physical or mental disability,
shall be unable to perform the services required
hereunder. In the event of disagreement concerning the
existence of any such a disability, the matter shall be
resolved by a disinterested licensed physician agreed
upon by the parties. In the event the parties are unable
to agree upon such a physician, the parties shall each
choose a physician, who shall together choose a third,
and the three physicians so chosen shall settle the
matter by majority vote. The existence of such a
disability shall be conclusively presumed in the event
either (i) Xxxxxxx is entitled to payment of benefits
under Social Security or any disability insurance program
provided by COMPANY, or (ii) Xxxxxxx is unable to perform
his duties for a total of sixty (60) or more calendar
days (whether or not consecutive) during any period of
one hundred eighty (180) consecutive calendar days,
whether as a result of one or more illnesses, ailments or
causes. The Board of Directors, in its discretion, may
waive the provision of this paragraph 13C. In the event
of any such termination COMPANY shall cause the
compensation to Xxxxxxx provided for in this Agreement to
be paid through the date of such termination.
D. By either party upon thirty (30) days prior written
notice to the other party for "good cause." "Good cause"
with respect to COMPANY shall mean requiring Xxxxxxx to
perform any unlawful act or to participate in any
unlawful transaction or a continuing and material breach
of the terms of this Agreement on the part of COMPANY or
its employees. "Good cause" with respect to Xxxxxxx shall
be deemed to exist in the event of fraud, dishonesty,
willful misconduct, or continuing and material breach of
the terms of this Agreement on the part of Xxxxxxx. No
action
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to terminate this Agreement for good cause shall be
taken by either party unless it has given prior notice of
its intent to take such action to the other party and has
allowed the other party a reasonable opportunity to
present its views on the subject.
E. In the event Missouri Medical Insurance Company or
MOMED Holding Co. is acquired by purchase of all the
assets or purchase of all or a controlling share of the
outstanding stock of such Companies and Xxxxxxx is not
retained as an employee by the purchaser, then Xxxxxxx
shall receive sixty (60) days' written notice of
non-retention, after which sixty (60) days he shall
receive his base monthly compensation as of the date of
termination for the balance of the 36 month term of the
Agreement and continued major medical insurance coverage
for 180 days at COMPANY's cost, as fair and reasonable
severance compensation. In the event of such acquisition,
the provisions of the Non- Competition Agreement
contained in Paragraph 14 shall not be applicable or
binding on Xxxxxxx.
F. In the event that Xxxxxxx'x employment is terminated
without cause under Paragraph 12 and not due to the
circumstances described in Paragraph 12E, then Xxxxxxx
shall receive his base compensation as of the date of
termination for the balance of the 36 month term of the
Agreement and continued major medical insurance coverage
for 180 days at COMPANY's cost.
13. ASSIGNMENTS:
A. This Agreement and COMPANY's rights and obligations
hereunder shall be freely assignable by COMPANY to, and
shall inure to the benefit of, and be binding upon any
third-party which shall succeed to the ownership of
COMPANY or the business conducted by it. Without
limiting the generality of the foregoing, the Agreement
may be assigned and transferred to any entity which may
acquire all or any substantial part of COMPANY's
business, whether in connection with a merger or
consolidation, sale of assets, dissolution or
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liquidation of COMPANY or in any other form of
transaction.
B. As this Agreement is a contract for services of Xxxxxxx
and the skills and duties of Xxxxxxx are unique, the
rights and obligations of Xxxxxxx shall not be
assignable.
14. NON-COMPETITION AGREEMENT:
In the event of Xxxxxxx'x discharge for cause, Xxxxxxx shall not
become an agent, representative, employee or participant, directly or
indirectly, in the business of acting as the carrier for Professional Medical
Liability Insurance for physicians or other lines of business in which COMPANY
or its subsidiaries are engaged, in any state in which COMPANY does business,
for the balance of any of the three (3) year term of this Agreement or any
extension thereof.
15. GOVERNING LAW:
This Agreement shall be interpreted in accordance with and governed by
the laws of the State of Missouri.
16. NOTICES:
Any notice given by either party hereunder shall be in writing and
shall be personally delivered, faxed, wired, or mailed (certified or registered
mail, postage prepaid), as follows:
If to MOMED Holding Co.: Chairman, Board of Directors
Momed Holding Co.
00000 Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, M.D.,
President and Chief Executive Officer
If to Xxxxxxx: Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxx Xxxxx
Xx. Xxxxxx, Xxxxxxxx 00000
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or to such other address as may have been furnished to the other party by
written notice in the same manner set forth above.
17. COUNTERPARTS:
This Agreement may be executed in one or more identical counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Instrument.
18. ENTIRE AGREEMENT:
This Agreement contains the entire Agreement of the parties in all
respects. No modification, amendment or waiver of any of the provisions of
this Agreement shall be effective unless in writing specifically referring
hereto, and signed by both parties.
19. NON-DISCLOSURE:
Xxxxxxx acknowledges and agrees that (a) all records and other
materials not released to the general public and (b) all trade secrets,
confidential and proprietary information, unpublished data and information,
relating to COMPANY's operations, services and business, whether reduced to
writing or not, are confidential and are the sole property of COMPANY. Xxxxxxx
agrees that he will not disclose any of such information to any person or
entity, either during or subsequent to the effective termination date of this
Agreement, nor will he use any such information, except in the regular course
of his employment by COMPANY, without COMPANY's written consent. Xxxxxxx
agrees that upon termination of his employment he shall surrender all such
records, materials, data and information, and any copies thereof, as may be in
his possession or under his control.
20. WINDING UP ACCOUNTING PRACTICE:
Xxxxxxx requires time to arrange for an orderly transfer of his
accounting practice. Xxxxxxx may take reasonable time as may be necessary to
accomplish this, including, but not limited to, meeting with former clients or
others, to assist in conclusion of former clients' transactions. Such
activities shall be concluded as soon as reasonably possible and Xxxxxxx shall
schedule such activities so as to avoid interference with the performance of
his duties for COMPANY.
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21. CONTINUING EDUCATIONAL REQUIREMENTS AND PROFESSIONAL
DUES AND FEES:
Xxxxxxx shall be allowed sufficient time during each year of his
employment to allow him to fulfill the requirements for continuing education as
required to maintain his license as a Certified Public Accountant and his
membership in the American Institute of Certified Public Accountants and the
Missouri Society of Certified Public Accountants. Such continued educational
activities shall be scheduled so as to avoid interference with his duties and
at times approved by the President.
COMPANY shall pay the annual dues and/or fees necessary for Xxxxxxx to
maintain his membership in the American Institute of Certified Public
Accountants and the Missouri Society of Certified Public Accountants.
IN WITNESS WHEREOF, Xxxxxxx, and COMPANY have executed this Agreement
as of the day and year first above written.
Attest:
/s/ Xxxxxx X. Xxxxxxx
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/s/ Xxxxxx X. Xxx Xxxxxx X. Xxxxxxx
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MOMED Holding Co.
Attest:
/s/ Xxxxxx X. Xxx BY: /s/ Xxxxxxx X. Xxxxxxx, M.D.
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PRESIDENT and CHIEF EXECUTIVE OFFICER
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ADDENDUM TO AN EMPLOYMENT AGREEMENT
DATED SEPTEMBER 10, 1990
In consideration of the increase in annual compensation to become
effective September 10, 1991, and the extension of term of employment herein,
the parties agree that the term of this agreement is extended for an additional
year, whereby the three-year term will end on September 10, 1994.
MOMED HOLDING CO.
BY: /s/ Xxxxxxx X. Xxxxxxx, M.D.
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President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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XXXXXXXX XX. 0 TO AN EMPLOYMENT AGREEMENT
BETWEEN XXXXXX X. XXXXXXX AND MOMED HOLDING CO.
DATED SEPTEMBER 10, 1990
Pursuant to resolution of the Board of Directors of MOMED Holding Co.
dated September 10, 1993, the parties agree that the term of this agreement is
extended for an additional two years, whereby the three-year term will end on
September 10, 1996.
Dated: September 16, 1993
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MOMED HOLDING CO.
BY:/s/ Xxxxxxx X. Xxxxxxx, M.D.
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President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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XXXXXXXX XX. 0 TO AN EMPLOYMENT AGREEMENT
BETWEEN XXXXXX X. XXXXXXX AND MOMED HOLDING CO.
DATED SEPTEMBER 10, 1990
Pursuant to a resolution of the Board of Directors of MOMED Holding
Co. dated August 16, 1994, the parties agree that the term of this agreement is
extended for an additional year to expire in September, 1997; that the
compensation presently provided under the Agreement be increased three percent
(3%) annually, effective September 1, 1994.
Dated: September 10, 1994
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MOMED HOLDING CO.
BY: /s/ Xxxxxxx X. Xxxxxxx, M.D.
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President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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MODIFICATION OF APRIL 1, 1994 TO
AN EMPLOYMENT AGREEMENT BETWEEN MOMED HOLDING CO.
AND XXXXXX X. XXXXXXX
DATED SEPTEMBER 10, 1990
WHEREAS, MOMED Holding Co. (herein "HOLDING CO.") and XXXXXX X.
XXXXXXX (herein "XXXXXXX") entered into an EMPLOYMENT AGREEMENT effective
September 10, 1990, and said Agreement was modified by addenda on or about
September 10, 1991 and September 10, 1993, and
WHEREAS, the parties desire to further amend and modify said
Agreement,
NOW, THEREFORE, in consideration of continuation of the Employment
Agreement for the balance of its term, the parties agree as
1. Paragraph 9 of the Employment Agreement dated September 10,
1990 is hereby modified to read as follows:
"9. COMPANY AUTOMOBILE:
COMPANY desires that its Executive employees have available for their
use a safe, reliable and presentable automobile. XXXXXXX shall be
provided with an automobile for his use. Such automobile shall be
approved by the Chief Executive Officer of COMPANY. Such automobile
may be owned or leased by COMPANY. XXXXXXX shall be reimbursed for
its upkeep, maintenance, oil and gasoline for allowable
business-related mileage only, but not personal mileage, and all costs
of operation including licenses, insurance and taxes, subject to a
total monthly limit of Six Hundred and Fifty Dollars
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($650.00). In lieu of such automobile, XXXXXXX may elect to receive a
monthly automobile allowance of Six Hundred and Fifty Dollars
($650.00), and pay all expenses of ownership, maintenance and
operation. Gasoline for allowable business-related mileage only will
be reimbursed as documented by his expense account."
2. PRIOR AGREEMENTS:
All provisions and terms of the "Agreement" and all prior amendments
and modifications, not modified or deleted hereby, shall remain in full force
and effect.
Dated:
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MOMED HOLDING CO.
BY:
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President and Chief Executive Officer
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XXXXXX X. XXXXXXX
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