Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered
into as of the 10th day of February, 1998, between Concentra Managed Care,
Inc., a Delaware corporation (the "Company"), and Xxxxxxx Xxxx ("Executive").
WITNESSETH:
WHEREAS, Executive serves as the Vice President and Controller of
the Corporation; and
WHEREAS, it is the desire of the Board of Directors of the Company
(the "Board of Directors") to assure itself of the management services of
Executive by directly engaging Executive hereunder as an officer of the
Company and its subsidiaries and affiliates; and
WHEREAS, Executive is desirous of committing himself to continue to
serve the Company on the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below, the parties hereto agree
as follows:
Employment and Term. The Company hereby agrees to employ
Executive as its Vice President and Controller, and Executive hereby agrees
to accept such employment, on the terms and conditions set forth herein, for
the period commencing on the date hereof (the "Effective Date") and expiring
as of 11:59 p.m. on the second anniversary of the Effective Date (unless
sooner terminated as hereinafter set forth) (the "Term"); provided, however,
that commencing on such second anniversary date, and each anniversary of the
date hereof thereafter, the Term of this Agreement shall automatically be
extended for one additional year unless at least thirty (30) days prior to
each such anniversary date, the Company or Executive shall have given notice
that it or he, as applicable, does not wish to extend this Agreement.
Duties and Restrictions.
(a) Duties as Employee of the Company. Executive shall,
subject to the supervision of the Company's Executive Vice President and
Chief Financial Officer, serve as the Company's Vice President and Controller
with all such powers as may be set forth in the Company's Bylaws with respect
to, and/or are reasonably incident to, such officerships.
(b) Other Duties. Executive agrees to serve as requested by
the Company as a director of the Company's subsidiaries and affiliates and in
one or more executive offices of any of the Company's subsidiaries and
affiliates; provided, that the Company indemnifies Executive for serving in
any and all such capacities in a manner acceptable to the Company and
Executive. Executive agrees that he shall not be entitled to receive any
compensation for serving in any capacities of the Company's subsidiaries and
affiliates other than the compensation to be paid to Executive by the Company
pursuant to this Agreement.
(c) Noncompetition. Executive agrees that he will not, for
a period of one year following the termination of his employment with the
Company, (1) solicit the employment of, endeavor to entice away from the
Company or its subsidiaries or affiliates or otherwise interfere with any
person who was an employee of or consultant to the Company or any of its
subsidiaries or affiliates during the one year period preceding such
termination, or (2) be employed by, associated with, or have any interest in,
directly or indirectly (whether as principal, director, officer, employee,
consultant, partner, stockholder, trustee, manager, or otherwise), any
occupational healthcare company or managed care company which has a principal
line of business that is directly competitive with the Company or its
subsidiaries or affiliates in any geographical area in which the Company or
its subsidiaries or affiliates engage in business at the time of such
termination or in which any of them, prior to
19
termination of Executive's employment, evidenced in writing its intention to
engage in business. Notwithstanding the foregoing, Executive shall not be
prohibited from owning five percent or less of the outstanding equity
securities of any entity whose equity securities are listed on a national
securities exchange or publicly traded in any over-the-counter market.
(d) Confidentiality. Executive shall not, directly or
indirectly, at any time during or following the termination of his employment
with the Company, reveal, divulge, or make known to any person or entity, or
use for Executive's personal benefit (including, without limitation, for the
purpose of soliciting business, whether or not competitive with any business
of the Company or any of its subsidiaries or affiliates), any information
acquired during the course of employment hereunder with regard to the
financial, business, or other affairs of the Company or any of its
subsidiaries or affiliates (including, without limitation, any list or record
of persons or entities with which the Company or any of its subsidiaries or
affiliates has any dealings), other than (1) material already in the public
domain, (2) information of a type not considered confidential by persons
engaged in the same business or a similar business to that conducted by the
Company, or (3) material that Executive is required to disclose under the
following circumstances: (A) in the performance by Executive of his duties
and responsibilities hereunder, reasonably necessary or appropriate
disclosure to another employee of the Company or to representatives or agents
of the Company (such as independent public accountants and legal counsel);
(B) at the express direction of any authorized governmental entity; (C)
pursuant to a subpoena or other court process; (D) as otherwise required by
law or the rules, regulations, or orders of any applicable regulatory body;
or (E) as otherwise necessary, in the opinion of counsel for Executive, to be
disclosed by Executive in connection with the prosecution of any legal action
or proceeding initiated by Executive against the Company or any subsidiary or
affiliate of the Company or the defense of any legal action or proceeding
initiated against Executive in his capacity as an employee or director of the
Company or any subsidiary or affiliate of the Company. Executive shall, at
any time requested by the Company (either during or after his employment with
the Company), promptly deliver to the Company all memoranda, notes, reports,
lists, and other documents (and all copies thereof) relating to the business
of the Company or any of its subsidiaries or affiliates which he may then
possess or have under his control.
3. Compensation and Related Matters.
(a) Base Salary. Executive shall receive a base salary paid
by the Company ("Base Salary") at the annual rate of One Hundred Fifty
Thousand Dollars ($150,000) during each calendar year of the Term, payable in
substantially equal monthly installments (or such other more frequent times
as executives of the Company normally are paid). In addition, the Company's
Board of Directors or Option and Compensation Committee of the Board of
Directors shall, in good faith, consider granting increases in the Base
Salary based on such factors as Executive's performance and the growth and/or
profitability of the Company, but the Company shall have no obligation to
grant such increases in compensation.
(b) Bonus Payments. Executive shall be entitled to receive,
in addition to the Base Salary, such bonus payments, if any, as the Board of
Directors or the Option and Compensation Committee of the Board of Directors
may specify.
(c) Expenses. During the term of his employment hereunder,
Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him (in accordance with the policies and
procedures established by the Board of Directors for its senior executive
officers) in performing services hereunder, provided that Executive properly
accounts therefor in accordance with Company policy.
(d) Other Benefits. The Company shall not make any changes
in any employee benefit plans or other arrangements in effect on the date
hereof or subsequently in effect in which Executive currently or in the
future participates (including, without limitation, each pension and
retirement plan, supplemental pension and retirement plan, savings and profit
sharing plan, stock or unit ownership plan, stock or unit purchase plan,
stock or unit option plan, life insurance plan, medical insurance plan,
disability plan, dental plan, health-and-accident plan, or any other similar
plan or arrangement) that would adversely affect Executive's rights or
benefits thereunder, unless such change occurs pursuant to a program
applicable to all officers of the Company and does not result in a
proportionately greater reduction in the rights of or benefits to Executive
as compared with any other officer of the
20
Company. Executive shall be entitled to participate in or receive benefits
under any employee benefit plan or other arrangement made available by the
Company now or in the future to its officers and key management employees,
subject to and on a basis consistent with the terms, conditions, and overall
administration of such plan or arrangement. Nothing paid to Executive under
any plan or arrangement presently in effect or made available in the future
shall be deemed to be in lieu of the Base Salary payable to Executive
pursuant to paragraph (a) of this Section 3.
(e) Vacations. Executive shall be entitled to twenty (20)
paid vacation days in each calendar year commencing on or after January 1,
1998, or such additional number as may be determined by the Board of
Directors from time to time. For purposes of this Section 3(e), weekends
shall not count as vacation days and Executive shall also be entitled to all
paid holidays given by the Company to its officers.
(f) Perquisites. Executive shall be entitled to receive the
perquisites and fringe benefits appertaining to officers of the Company in
accordance with any practice established by the Board of Directors. In the
event Executive's employment hereunder is terminated (whether by Executive or
the Company) for any reason whatsoever (other than Executive's death), then
the Company shall, at Executive's written request and to the extent permitted
by the terms of such policies and applicable law, assign and convey to
Executive any life insurance policies maintained by the Company on the life
of Executive, who shall thereafter be solely responsible, at his election, to
pay all premiums payable after such assignment and conveyance to maintain the
coverage under such policies with respect to Executive. Executive shall not
be required to pay any money or other consideration to the Company upon such
assignment and conveyance, it being acknowledged and agreed by the parties
hereto that Executive's execution and delivery hereof constitute adequate and
satisfactory consideration for such assignment and conveyance.
(g) Proration. Any payments or benefits payable to
Executive hereunder in respect of any calendar year during which Executive is
employed by the Company for less than the entire year, unless otherwise
provided in the applicable plan or arrangement, shall be prorated in
accordance with the number of days in such calendar year during which he is
so employed.
4. Executive's Office and Relocation. Executive shall primarily
perform his duties and responsibilities hereunder at the Company's offices
located at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (or at such other
location within the Boston, Massachusetts, metropolitan area, to which the
Company may in the future relocate such principal executive offices), except
for reasonable required travel on the Company's business. If the Company
requests Executive to report for the performance of his services hereunder on
a regular or permanent basis at any location or office more than thirty-five
(35) miles from 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx, and Executive
agrees to such change, the Company shall pay Executive's reasonable
relocation and moving expenses, including, but not limited to, the cost of
moving his immediate family, expenses incurred while seeking new housing
(including travel by Executive's spouse) and temporary living expenses
incurred by Executive or his family for up to one hundred eighty (180) days.
5. Termination. Executive's employment hereunder may be terminated
by the Company or Executive, as applicable, without any breach of this
Agreement, only under the following circumstances.
(a) Death. Executive's employment hereunder shall terminate
upon his death.
(b) Disability. If, as a result of Executive's incapacity
due to physical or mental illness, Executive shall have been unable, with
reasonable accommodation, to perform the essential functions of his duties
and responsibilities hereunder on a full time basis for one hundred eighty
(180) consecutive calendar days, and within thirty (30) days after written
notice of termination is given (which may occur before or after the end of
such one hundred eighty (180) day period) Executive shall not have returned
to the performance of his material managerial duties and responsibilities
hereunder on a full time basis, the Company may terminate Executive's
employment hereunder.
21
(c) Cause. Subject to the provisions of Section 7(d), the
Company may terminate Executive's employment hereunder for Cause. For
purposes of this Agreement, the Company shall have "Cause" to terminate
Executive's employment hereunder upon:
(1) Executive's willful or intentional failure to
perform Executive's material duties and
responsibilities hereunder (other than any such
failure resulting from Executive's incapacity due
to physical or mental illness or any such actual
or anticipated failure after the issuance of a
Notice of Termination for Good Reason (as
hereinafter defined) by Executive);
(2) The commission by Executive of dishonesty or fraud
of a material nature in connection with the
performance of his duties hereunder, intentional
violation of law or governmental regulation of a
material nature in connection with the performance
of his duties hereunder, or willful or intentional
misconduct of a material nature in connection with
the performance of his duties hereunder;
(3) Unprofessional or unethical conduct of a material
nature by Executive in connection with the
performance of his duties hereunder as determined
in a final adjudication of any board, institution,
organization or governmental agency having any
privilege or right to pass upon the conduct of
Executive;
(4) Intentional or willful conduct by Executive which
is materially detrimental to the reputation,
character, business, or standing of the Company; or
(5) The continued breach by Executive of any of
Executive's material obligations under this
Agreement.
(d) Termination by Executive. Subject to the provisions of
Section 7(c), and at his option, Executive may terminate his employment
hereunder (1) for Good Reason, or (2) if his health should become impaired to
an extent that makes the continued performance of his duties hereunder
hazardous to his physical or mental health or his life.
For purposes of this Agreement, the termination of Executive's
employment hereunder by Executive because of the occurrence of any one or
more of the following events within six (6) months following a Change in
Control (as hereinafter defined) shall be deemed to have occurred for "Good
Reason":
(A) a material change in the nature or scope of
Executive's authorities, status, powers,
functions, duties, responsibilities, or reporting
relationships that is determined by Executive in
good faith to be adverse to those existing before
such change;
(B) any removal by the Company of Executive from, or
any failure to reelect Executive to, the positions
indicated in Section 1 hereof except in connection
with termination of Executive's employment for
Cause or disability;
(C) a reduction in Executive's Base Salary or any
other failure by the Company to comply with
Section 3 hereof that is not consented to or
approved by Executive;
(D) the relocation of Executive's office at which he
is to perform his duties and responsibilities
hereunder to a location outside of the Boston,
Massachusetts, metropolitan area, or a materially
adverse alteration in the office space within
which Executive is to perform his duties and
responsibilities hereunder or in the secretarial
and administrative support provided to Executive;
or
22
(E) a failure by the Company or any subsidiary or
affiliate of the Company to comply with any other
material term or provision hereof or of any other
written agreement between Executive and the
Company or any such subsidiary or affiliate.
As used herein "Change in Control" shall have the meaning
set forth in the Concentra Managed Care, Inc., 1997 Long-Term Incentive Plan.
6. Compensation Upon Termination. Executive shall be entitled to the
following compensation from the Company upon the termination of his
employment.
(a) Death. If Executive's employment shall be terminated by
reason of his death, the Company shall pay to such person as shall have been
designated in a notice filed with the Company prior to Executive's death, or,
if no such person shall be designated, to his estate as a death benefit, his
Base Salary to the date of his death in addition to any payments Executive's
spouse, beneficiaries, or estate may be entitled to receive pursuant to any
pension or employee benefit plan or other arrangement or life insurance
policy maintained by the Company. In addition, the Company shall make
payments of premiums to continue the medical and dental insurance coverage of
Executive's spouse and children under age twenty-five (25) as in effect at
and as of the date of Executive's death (or to provide as similar coverage as
possible for the same premiums if the continuation of existing coverage is
not permitted) for one (1) year after the date of Executive's death, in each
case to the extent such coverage is available.
(b) Disability. During any period that Executive fails to
perform his material managerial duties and responsibilities hereunder as a
result of incapacity due to physical or mental illness, Executive shall
continue to receive his Base Salary and any bonus payments until Executive's
employment is terminated pursuant to Section 5(b) hereof or until Executive
terminates his employment pursuant to Section 5(d)(2) hereof, whichever first
occurs. After such termination, the Company shall pay to Executive, on or
before the fifth day following the Date of Termination (as hereinafter
defined) his Base Salary to the Date of Termination. In addition, the Company
shall make payments of premiums as necessary to cause Executive and
Executive's spouse and children under age twenty-five (25) to continue to be
covered by the medical and dental insurance as in effect at and as of the
Date of Termination (or to provide as similar coverage as possible for the
same premiums if the continuation of existing coverage is not permitted) for
one (1) year after the Date of Termination, in each case to the extent such
coverage is available.
(c) Cause. If Executive's employment shall be terminated
for Cause, the Company shall pay Executive his Base Salary through the Date
of Termination at the rate in effect at the time Notice of Termination is
given. Such payments shall fully discharge the Company's obligations
hereunder.
(d) Breach by the Company or for Good Reason, or Upon
Failure to Renew Following Change in Control. If (1) in breach of this
Agreement, the Company shall terminate Executive's employment (it being
understood that a purported termination of Executive's employment by the
Company pursuant to any provision of this Agreement that is disputed and
finally determined not to have been proper shall be a termination by the
Company in breach of this Agreement), or (2) Executive shall terminate his
employment for Good Reason, or (3) following a Change in Control, the Company
shall give Executive notice pursuant to Section 1 prior to any anniversary of
the date hereof that the Term of this Agreement shall not be automatically
extended for an additional year on any such anniversary date, then the
Company shall pay Executive:
(A) his Base Salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given;
(B) in lieu of any further salary payments to Executive for
periods subsequent to the Date of Termination, the Company
shall pay as severance pay to Executive, commencing on or
before the fifth day following the Date of Termination and
on the fifth day of each of the next eleven (11) months
thereafter (amounting to a total of twelve (12) months), an
23
amount equal to one-twelfth (1/12) of Executive's annual
Base Salary at the rate in effect at the time the Notice of
Termination is given; and
(C) all benefits payable under the terms of any employee
benefit plan or other arrangement as of the Date of
Termination.
In addition, the Company shall make payments of premiums as
necessary to cause Executive and Executive's spouse and children under age
twenty-five (25) to continue to be covered by the medical and dental
insurance as in effect at and as of the Date of Termination (or to provide as
similar coverage as possible for the same premiums if the continuation of
existing coverage is not permitted) for one (1) year after the Date of
Termination, in each case to the extent such coverage is available.
(e) Mitigation. Executive shall not be required to mitigate
the amount of any payment provided for in this Section 6 by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
this Section 6 be reduced by any compensation earned by Executive as the
result of employment by another employer after the Date of Termination, or
otherwise.
7. Other Provisions Relating to Termination.
(a) Notice of Termination. Any termination of Executive's
employment by the Company or by Executive (other than termination because of
the death of Executive) shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated.
(b) Date of Termination. For purposes of this Agreement,
"Date of Termination" shall mean: (1) if Executive's employment is terminated
by his death, the date of his death; (2) if Executive's employment is
terminated because of a disability pursuant to Section 5(b), then thirty (30)
days after Notice of Termination is given (provided that Executive shall not
have returned to the performance of his duties on a full-time basis during
such thirty (30) day period); (3) if Executive's employment is terminated by
the Company for Cause or by Executive for Good Reason, then, subject to
Sections 7(c) and 7(d), the date specified in the Notice of Termination; (4)
if the Company gives Executive notice pursuant to Section 1 prior to any
anniversary of the date hereof that the Term of this Agreement shall not be
automatically extended for an additional year on any such anniversary date,
the date upon which the Term expires; and (5) if Executive's employment is
terminated for any other reason, the date on which a Notice of Termination is
given.
(c) Good Reason. Upon the occurrence of an event described
in clauses (A) through (E) of Section 5(d), Executive may terminate his
employment hereunder for Good Reason within one hundred eighty (180) days
thereafter by giving a Notice of Termination to the Company to that effect.
If the effect of the occurrence of the event described in clauses (A) through
(E) of Section 5(d) may be cured, the Company shall have the opportunity to
cure any such effect for a period of thirty (30) days following receipt of
Executive's Notice of Termination. If the Company fails to cure any such
effect, the termination for Good Reason shall become effective on the date
specified in Executive's Notice of Termination. If Executive does not give
such Notice of Termination to the Company, then this Agreement will remain in
effect; provided, however, that the failure of Executive to terminate this
Agreement for Good Reason shall not be deemed a waiver of Executive's right
to terminate his employment for Good Reason upon the occurrence of a
subsequent event described in clauses (A) through (E) of Section 5(d) in
accordance with the terms of this Agreement.
(d) Cause. In the case of any termination of Executive for
Cause, the Company will give Executive a Notice of Termination describing in
reasonable detail, the facts or circumstances giving rise to Executive's
termination (and, if applicable, the action required to cure same) and will
permit Executive thirty (30) days to cure such failure to comply or perform.
Cause for Executive's termination will not be deemed to exist until the
expiration of the foregoing cure period, so long as Executive continues to
use his best efforts during the cure
24
period to cure such failure. If within thirty (30) days following Executive's
receipt of a Notice of Termination for Cause (1) Executive delivers written
notice to the Company denying that Cause exists, the question of the
existence or nonexistence of Cause will be submitted for arbitration in
accordance with Section 10; or (2) if Executive has not cured the facts or
circumstances giving rise to Executive's termination for Cause and shall not
have delivered a notice pursuant to clause (1) of this Section 7(d), then
Executive's termination for Cause shall be effective as of the date specified
in the Notice of Termination.
(e) Interest. Until paid, all past due amounts required to
be paid by the Company under any provision of this Agreement shall bear
interest at the highest non-usurious rate permitted by applicable federal,
state, or local law.
8. Successors; Binding Agreement.
(a) Successors. This Agreement shall be binding upon, and
inure to the benefit of, the Company, Executive, and their respective
successors, assigns, personal and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as applicable.
(b) Assumption. The Company will require any successor
(whether direct or indirect, by purchase of securities, merger,
consolidation, sale of assets, or otherwise) to all or substantially all of
the business or assets of the Company, by an agreement in form and substance
reasonably satisfactory to Executive, to expressly assume this Agreement and
to agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle Executive to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he terminated
his employment for Good Reason, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.
(c) Certain Payments. If Executive should die while any
amounts would still be payable to him hereunder if he had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to Executive's devisee, legatee,
or other designee or, if there be no such designee, to Executive's estate.
9. Notice. For purposes of this Agreement, all notices and all other
communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given when (a) delivered personally, (b) sent by
facsimile or similar electronic device and confirmed, (c) delivered by
overnight express, or (d) if sent by any other means, upon receipt. Notices
and all other communications provided for in this Agreement shall be
addressed as follows:
If to Executive:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
If to the Company:
Concentra Managed Care, Inc.
000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax No.: (000) 000-0000
Attention: Chief Executive Officer
With a copy to:
25
Concentra Managed Care, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 000 - Xxxx Xxxxx
Xxxxxx, Xxxxx 00000
Fax No.: (000) 000-0000
Attention: General Counsel
or to such other address as either party may have furnished to the other in
writing in accordance herewith.
10. Disputes. In the event any dispute or controversy arises under
this Agreement and is not resolved by mutual written agreement between
Executive and the Company within thirty (30) days after notice of the dispute
is first given, then, upon the written request of Executive or the Company,
such dispute or controversy shall be submitted to arbitration, which
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association. Judgment may be entered thereon and the results of
arbitration will be binding and conclusive on the parties hereto. Any
arbitrator's award or finding or any judgment or verdict thereon will be
final and unappealable. All parties agree that venue for arbitration will be
in the city specified in Section 4, and that any arbitration commenced in any
other venue will be transferred to such venue, upon the written request of
any party to this Agreement. The prevailing party will be entitled to
reimbursement for reasonable attorneys fees, costs, or other expenses
pertaining to the arbitration and the enforcement thereof and such attorneys
fees, costs, or other expenses shall become a part of any award, judgment, or
verdict. All arbitrations will have three individuals acting as arbitrators:
one arbitrator will be selected by Executive, one arbitrator will be selected
by the Company, and the two arbitrators so selected will select a third
arbitrator. Any arbitrator selected by a party will not be affiliated with,
associated with, or related to the party selecting that arbitrator in any
matter whatsoever. The decision of the majority of the arbitrators will be
binding on all parties.
11. Miscellaneous. No provision of this Agreement may be modified,
waived, or discharged unless such waiver, modification, or discharge is
agreed to in a written instrument signed by Executive and the Company. No
waiver by either party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction, and performance of
this Agreement shall be governed by the laws of the State of Delaware,
excluding any choice-of-law provisions thereof.
12. Attorney Fees. Except as otherwise provided in Section 10, all
legal fees and costs incurred by Executive in connection with the resolution
of any dispute or controversy under or in connection with this Agreement
shall be reimbursed by the Company to Executive as bills for such services
are presented by Executive to the Company, unless such dispute or controversy
is found to have been brought not in good faith or without merit by a court
of competent jurisdiction.
13. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force
and effect.
14. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same agreement.
15. Entire Agreement; Effectiveness. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter
hereof and supersedes any and all prior employment agreements and/or
severance protection letters, agreements, or arrangements between Executive,
on the one hand, and the Company, CRA Managed Care, Inc., or any other
predecessor in interest thereto or any of their respective subsidiaries, on
the other hand.
26
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date and year first above written.
COMPANY:
CONCENTRA MANAGED CARE, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
President and Chief Executive Officer
EXECUTIVE:
/s/ Xxxxxxx Xxxx
---------------------------------
Xxxxxxx Xxxx
27
