EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made effective this 16th day of June,
2003, by and between Lifetime Healthcare Services, Inc., a Delaware corporation
(together with its successor and assigns, the "Company"), and Xx. Xxxxxxxx
Xxxxxx, M.D. (the "Executive").
RECITALS
WHEREAS, on the date hereof, the Company has purchased the stock of New
York Medical, Inc., a Delaware corporation ("New York Medical"), owned by
Redwood Investment Associates, L.P., a Delaware limited partnership and an
affiliate of the Executive ("Redwood"), pursuant to that certain Stock Purchase
Agreement, dated as of March 21, 2003, as amended pursuant to an amendment dated
of even date herewith (the "Purchase Agreement"), by and among the Company, New
York Medical, Inc., and Redwood; and
WHEREAS, the Company, the Executive, American United Global, Inc. ("AUGI"),
certain stockholders of the Company, the Xxxxx Family Irrevocable Stock Trust
(the "Trust") and Xxxxxx X. Xxxxx ("Xxxxx") have entered into an agreement dated
of even date herewith (the "Closing Agreement"); and
WHEREAS, in consideration of the aforesaid sale of stock of the Company
owned by Redwood pursuant to the Purchase Agreement, Redwood received $5,500,000
in the form of a convertible promissory note; and
WHEREAS, the Executive was the President and Chief Executive Officer of New
York Medical; and
WHEREAS, AUGI and the Company have entered into an Amended and Restated
Agreement and Plan of Merger whereby AUGI pursuant to which shall acquire 100%
of the capital stock of the Company contemporaneously with the execution of this
Agreement; and
WHEREAS, AUGI has agreed to guaranty the performance of all the obligations
of the Company under this Agreement; and
WHEREAS, the Company and AUGI desire to continue to employ the Executive
and to utilize his services as indicated herein and the Executive has agreed to
provide such management services to the Company and the other members of the
AUGI Group (as hereinafter defined); and
WHEREAS, as a material inducement for the Company to enter into the
Purchase Agreement, the Executive has agreed to execute this Agreement and be
bound by the provisions herein; and
WHEREAS, capitalized terms used but not defined in this Agreement are used
herein as defined in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
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PROVISIONS
1. Term and Duties. The Company hereby agrees to employ the Executive as
the Chief Executive Officer of the Company and its subsidiary NYMI, commencing
on the date hereof and continuing for a period of three (3) years from the date
hereof or until earlier terminated in accordance with this Section 1 or Section
4 (the "Term"). Subject to the provisions of this Agreement and the Closing
Agreement, during the Term, the Executive shall devote his best efforts and
abilities to the performance of the Executive's duties on behalf of the AUGI
Group and to the promotion of its interests, consistent with and subject to, the
direction and control of the Board of Directors of AUGI (the "AUGI Board"). The
Executive shall devote substantially all of his business and professional time,
energies, attention and abilities to the operation of the AUGI Group.
2. Compensation.
(a) Salary. In consideration of the services to be rendered by the
Executive during the Term of this Agreement, the Company shall pay the
Executive an annual salary at a rate of $314,000 per year ("Salary"),
payable in accordance with the normal payroll practices of the Company as
are in effect from time to time; provided, that as of December 16, 2003,
the Salary shall be increased to $348,000 per year for the remainder of the
Term; and provided further, that the Salary shall be increased by $25,000
per year, retroactive to the first day of any fiscal year commencing with
the fiscal year beginning on January 1, 2004, if the Company's net income
(before any extraordinary gains or losses) as reflected in the Company's
audited consolidated statement of net income for the immediately preceding
fiscal year is greater than or equal to $1.00.
(b) Stock Options. The Company shall, pursuant to a stock option plan
and agreement containing standard and customary terms and conditions, grant
to Executive promptly, and in any event not later than 5 days after the
date of this Agreement, options (the "Granted Options") to purchase
1,500,000 shares of Common Stock, par value $0.01 per share, of AUGI (the
"Common Stock"). The Granted Options shall vest forty percent (40%)
immediately, and an additional twenty percent (20%) shall vest on each of
the next three (3) anniversaries of the Closing Date provided that the
Executive is still employed by the Company, AUGI, or New York Medical, Inc.
(collectively, the "AUGI Group") on such dates. All the Granted Options
shall (i) be exercisable for an exercise price per share equal to 100% of
the fair market price of the Common Stock on the date of execution and
delivery of the Purchase Agreement, or in the case of any Incentive Stock
Options (as defined in the Code), at an exercise price per share equal to
110% of the fair market price of the Common Stock on the date of execution
and delivery of the Purchase Agreement, and (ii) be exercisable for a
period of five (5) years from the date of grant, which exercise period
shall not be shortened by reason of the expiration or termination of this
Agreement or the termination of the Executive's employment at any time (it
being understood that, as a result of such continued exercise period, any
options that are intended to qualify as ISO's may fail to do so).
3. Benefits.
(a) Benefit Programs. The Executive shall be eligible to participate
in such benefit programs offered by the AUGI Group such as health,
disability, life insurance, any employee stock purchase or option plan,
vacations and 401(k) plan, as are offered to similarly-situated employees
(except in the case of equity-based incentive plans where awards are
subject to the discretion and approval of the AUGI Board (or committee
thereof) and in each case no less favorable than the terms of benefits
generally available to the employees of the AUGI Group, subject in each
case to the generally applicable terms and conditions of the plan, benefit
or program in question. Notwithstanding anything to the contrary contained
herein, Executive shall be entitled to the additional benefits set forth on
Schedule A hereto.
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(b) Business Expenses. During the Term, the Executive shall be
authorized to incur necessary and reasonable travel, entertainment and
other business expenses in connection with carrying out his duties
hereunder. The Company shall reimburse the Executive for such expenses upon
presentation of an itemized account and appropriate supporting
documentation, all in accordance with the generally applicable policies of
the Company.
4. Termination.
(a) Death or Disability. This Agreement shall terminate automatically
upon the Executive's death or termination due to "Disability." For purposes
of this Agreement, Disability shall mean the Executive's inability to
perform the duties of his position for three (3) consecutive months, or 90
days in any 365-day period.
(b) Voluntary Termination. Notwithstanding anything in this Agreement
to the contrary, the Executive may, upon not less than 30 days written
notice to the Company, voluntarily terminate his employment for any reason.
(c) Cause. The Company may terminate the Executive's employment for
Cause. For purposes of this Agreement, "Cause" shall mean the Executive's
(i) commission of an act which constitutes common law fraud, embezzlement
or a felony, an act of moral turpitude, or of any tortious or unlawful act
causing material harm to the AUGI Group 's business, standing or
reputation, (ii) gross negligence on the part of the Executive in the
performance of his duties hereunder, (iii) breach of his duty of loyalty or
care to the AUGI Group, (iv) other misconduct that is materially
detrimental to the AUGI Group, (v) subject to the Closing Agreement, the
ongoing refusal or failure to perform the Executive's duties or the
deliberate and consistent refusal to conform to or follow any reasonable
policy adopted by the AUGI Board or lawful instructions of the AUGI Board,
in each case after receiving written notice describing his non-compliance
and being given a ten (10) business day opportunity to cure (to the extent
curable) such non-compliance, or (vi) material breach by the Executive of
this Agreement or the Closing Agreement, including without limitation the
non-competition and non-solicitation provisions of Section 8 hereof, or any
other agreement with or for the benefit of the AUGI Group to which the
Executive is a party or by which the Executive is bound, which is not cured
(to the extent curable) within ten (10) business days following written
notice from the AUGI Group. The allegation by the AUGI Group of a fraud,
embezzlement, felony, tortious or unlawful act of the Executive shall
constitute "Cause" only if same is subsequently determined by a court of
law or equity to be such an act or is agreed to by the Executive; pending
such determination, the AUGI Group may withhold payment of any Salary and
may relieve the Executive of his duties as described herein, provided that,
if the relevant act or omission is not ultimately determined to constitute
a tortious or unlawful act of the Executive as provided above, then such
Salary withholding and the Executive being relieved of his duties shall be
deemed to have been a dismissal or termination of the Executive without
Cause.
(d) Notice of Termination. Any termination by the Company for Cause
shall be communicated by Notice of Termination to the Executive given in
accordance with Section 12. For purposes of this Agreement, a "Notice of
Termination" means a written notice given within a reasonable time after
the event or action believed to constitute the reason for giving notice.
(e) Date of Termination. For the purpose of this Agreement, the term
"Date of Termination" means (i) in the case of termination for which a
Notice of Termination is required, the date of receipt of such Notice of
Termination or, if later, the date specified therein up to thirty (30) days
after receipt, as the case may be, and (ii) in all other cases, the actual
date on which the Executive's employment terminated during the Term.
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5. Termination Payments.
(a) Voluntary Termination; Death or Disability. If the Executive's
employment is voluntarily terminated during the Term of this Agreement or
by reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the Executive's
legal representatives under this Agreement other than those obligations
accrued hereunder through the Date of Termination and the AUGI Group shall
pay to the Executive (or his beneficiary of estate) (i) the Executive's
accrued but unpaid Salary, if any (the "Earned Salary") in cash in a single
lump sum as soon as practicable following the Date of Termination, provided
that the Company may obtain and utilize the life insurance proceeds of term
life insurance to make such payments, (ii) any vested amounts or vested
benefits owed to the Executive under the AUGI Group 's otherwise applicable
employee benefit plans and programs, and not yet paid by the AUGI Group
(the "Accrued Obligations"), (iii) provided that the Executive or the
Executive's legal representative executes and delivers to the AUGI Group a
general release in favor of the AUGI Group (that will exclude any
obligations to be performed by any member of the AUGI Group under this
Agreement, the Purchase Agreement or any agreements entered into in
connection therewith) (a "Release"), for a three month period beginning on
the Date of Termination, (x) the Salary amount then in effect and not
subject to further increases, prorated for such three month period and
payable in accordance with the normal payroll practices of the AUGI Group
as are in effect from time to time, and (y) the health and disability
benefits as well as any car allowance, and (iv) any other benefits payable
due to the Executive's death or Disability under the AUGI Group 's plans,
policies or programs.
(b) Termination without Cause. If the Executive's employment is
terminated during the Term of this Agreement without Cause and not due to
the death or Disability of the Executive, this Agreement shall terminate
without further obligations to the Executive under this Agreement other
than those obligations accrued hereunder through the Date of Termination
and the AUGI Group shall pay to the Executive (i) the Earned Salary in cash
in a single lump sum as soon as practicable following the Date of
Termination, (ii) the Accrued Obligations in accordance with the terms of
the applicable plan, program or arrangement, and (iii) provided the
Executive executes and delivers to the AUGI Group a Release, for the period
which is the greater of one (1) year or the remainder of the Term, (x) the
Salary amount then in effect and not subject to further increases, prorated
for such period and payable in accordance with the normal payroll practices
of the AUGI Group as are in effect from time to time, and (y) the health
and disability benefits as well as any car allowance. In addition upon such
termination, provided the Executive executes and delivers to the AUGI Group
a Release, all options granted pursuant to Section 2(b) shall immediately
become vested.
(c) Termination for Cause. If the Executive's employment shall be
terminated for Cause, this Agreement shall terminate without further
obligations to the Executive under this Agreement other than those
obligations accrued hereunder through the Date of Termination and the
Company shall pay to the Executive (i) the Earned Salary in cash in a
single lump sum as soon as practicable following the Date of Termination,
and (ii) the Accrued Obligations in accordance with the terms of the
applicable plan, program or arrangement. The aforesaid amounts shall be
subject to offset to the extent of any liability incurred by the AUGI Group
as a result of any acts or omissions by the Executive constituting Cause
for termination hereunder, as determined by a court of competent
jurisdiction.
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6. Confidentiality.
(a) The Executive realizes that during this Agreement, the Executive
will produce and/or will have access to confidential memoranda, notes,
information, records, maps, research results, business projections,
business and research notebooks, data, formulae, specifications, trade
secrets, customer lists, inventions and processes of the AUGI Group, and
other information of a confidential nature (collectively, "Confidential
Information"). Confidential Information shall not include any information
that (i) has become publicly known through no wrongful act or breach of any
obligation of confidentiality on the part of the Executive; or (ii) was
rightfully received by the Executive on a non-confidential basis from a
third party (provided that such third party is not known to the Executive
after reasonable inquiry to be bound by a confidentiality agreement with
the AUGI Group or another party).
(b) Both during the term of this Agreement and subsequent to its
termination, the Executive agrees to hold all Confidential Information in
confidence and not to disclose, and not directly or indirectly to use,
copy, digest or summarize, any Confidential Information, except as required
by law and to the extent the Executive reasonably believes is necessary to
carry out the Executive's responsibilities as directed or authorized by the
AUGI Group and, after termination of the Executive's employment hereunder,
as specifically authorized in writing by the AUGI Group.
(c) All records in whatsoever form and in whatsoever medium recorded,
and any and all copies thereof (including volatile electronic or magnetic
signals), relating to the AUGI Group 's business that the Executive shall
prepare, or use, or come into contact with in the course of his executing
his duties under this Agreement, shall be and remain the sole property of
the AUGI Group and shall not be removed from the AUGI Group 's premises
except as the Executive reasonably believes is necessary to carry out the
Executive's responsibilities as directed and authorized by the AUGI Group;
and the same shall be returned promptly to the AUGI Group upon termination
of the Executive's employment relationship with the AUGI Group or upon the
AUGI Group's request.
(d) The provisions of this Section 6 shall survive the termination of
this Agreement.
7. Inventions. The Executive shall promptly, and in any event no later than
one (1) year after termination of his employment with the AUGI Group, with
respect to Inventions made or conceived by the Executive during his employment,
either solely or jointly with others, if based on or related to or connected
with the business of the AUGI Group or the AUGI Group or time, material,
facilities or other employees of the AUGI Group contributed thereto:
(a) promptly and fully inform the AUGI Group in writing of such
Inventions;
(b) assign, and the Executive does hereby assign, to the AUGI Group
all of the Executive's rights to such Inventions, if any, and to
applications for Letters Patent and to Letters Patent granted upon such
Inventions (all as designated by AUGI); and
(c) acknowledge and deliver promptly to the AUGI Group (without charge
to the Executive but at the expense of the AUGI Group) such written
instruments and do such other acts as may be reasonably necessary to obtain
and maintain Letters Patent and to vest the entire right and title thereto
in the AUGI Group.
All Inventions, regardless of whether or not they are considered "works for
hire," shall for all purposes be regarded as acquired and held by the Executive
for the benefit, and shall be the sole and exclusive property, of the AUGI
Group. For purposes of this Agreement "Inventions" means discoveries,
developments, improvements, or inventions (whether patentable or not) related to
the business conducted by the AUGI Group.
The provisions of this Section 7 shall survive the termination of this
Agreement.
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8. Non-Compete; Non-Solicitation.
(a) The Executive agrees that he possesses or will possess knowledge,
skills and reputation in the industry in which the AUGI Group operates
which are of material importance to the AUGI Group, and which are special,
unique and extraordinary. The Executive acknowledges that the loss of his
services, or the use of his services by a competitor, may cause irreparable
harm to the AUGI Group. Therefore, during the term hereof and during
periods set forth in Subsection (b) hereof, following termination of the
Executive's employment hereunder for any reason, with or without Cause, the
Executive, individually and personally, shall not do any of the following
unless specifically authorized in writing by the AUGI Board:
(i) Canvass, solicit, or accept any business in any line of
business that the AUGI Group has conducted at any time during the Term
(the "Industry") from any present or past customer of the AUGI Group
or any related company, if the customer is located in the United
States (the "Territory"). It is agreed and understood that the
Industry shall not be deemed to include the management of any medical
specialties that the AUGI Group has not been engaged in the management
of at any time during the Term.
(ii) Aid or assist any other person, entity, partnership, or
corporation in any effort to canvass, solicit, or accept any business
in the Industry from any past or present customers of the AUGI Group
or of any related company, if the customer is located within the
Territory.
(iii) Directly or indirectly request or advise any past or
present customer of the AUGI Group, or any past, present, or possible
future customer of any related companies to withdraw, curtail, cancel,
or not undertake business in the Industry with any related company, if
the customer is located within the Territory.
(iv) Directly or indirectly disclose to any other person, entity,
partnership, or corporation the names of past or present customers of
the AUGI Group, or of any related company. The parties agree that the
names of these customers are confidential and proprietary and
constitute trade secrets of the AUGI Group within the meaning of
C.R.S. Section 8-2-113(2)(b) and C.R.S. Section 7-74-102(4).
(v) Suggest, solicit, or encourage any employee of the AUGI Group
or any related company to leave the employment of such entity or
disparage the AUGI Group or any related company or their conditions of
employment, or disclose to any other person, entity, partnership, or
corporation the names of employees of the AUGI Group or any related
company.
(vi) Directly or indirectly establish, as manager, employee or
owner of greater than 1% of the outstanding ownership interest, or
participate in an enterprise competitive with any business which is
conducted at any time during the term of this Agreement by the AUGI
Group or any related company, and which business is in the Industry
and in the Territory.
(vii) Provide any product, service, financing, aid, or assistance
of any kind for any person, entity, partnership, association, or
corporation which is competitive with any business which is conducted
at any time during the term of this Agreement by the AUGI Group or any
related company, and which business is in the Industry and in the
Territory.
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(viii) Compete in any manner with any business which is conducted
at any time during the term of this Agreement by the AUGI Group or any
related company, and which business is in the Industry and in the
Territory.
(b) The non-competition provisions set forth in Section 8(a) shall
apply for a period of two (2) years from the end of the Term.
(c) Nothing herein shall preclude the Executive from engaging in the
practice of medicine following the end of the Term.
"Restrictive Covenants" means the covenants set forth in Sections 6, 7 and 8 and
the related provisions
thereafter.
9. Consideration, Severability, Reasonableness of Restrictive Covenants and
Maximum Enforceable Restrictions.
(a) Consideration. The Executive acknowledges and agrees that the
consideration set forth in the recitals to this Agreement and in Section
1.2 of the Purchase Agreement and rights and benefits hereunder and
thereunder are all and singularly valuable consideration which are
sufficient for any or all of the Executive's covenants set forth herein,
but specifically with respect to the Restrictive Covenants.
(b) Severability. Each of the Restrictive Covenants is distinct and
severable, notwithstanding that some of such covenants may be set forth in
one Section hereof for convenience.
(c) Reasonableness of Restrictive Covenants. It is recognized and
understood by the Executive that the AUGI Group's Confidential Information
is the result of large amounts of time, effort and expense of the AUGI
Group in acquiring and/or developing such information and is essential to
the success of the AUGI Group.
(d) Maximum Enforceable Restriction. In the event that any or all of
the Restrictive Covenants shall be determined by a court of competent
jurisdiction to be unenforceable by reason of their geographic or temporal
restrictions being too great, or by reason that the range of activities
covered are too great, or for any other reason, they should be interpreted
to extend over the maximum geographic area, period of time, range of
activities or other restrictions as to which they may be enforceable by
such court under applicable law.
10. Injunctive Relief. The parties agree that a breach of the Restrictive
Covenants may cause irreparable damage to the AUGI Group, the extent of which
may be difficult to ascertain, and the award of damages may not be adequate
relief, and consequently, the Executive agrees that, in the event of a breach or
a threatened breach of any of the Restrictive Covenants, the Company or any
other member of the AUGI Group may institute an action to compel the specific
performance of the Restrictive Covenants, and that such remedy shall be
cumulative, not exclusive, and shall be in addition to any other available
remedies.
11. No Prior Agreements. The Executive represents and warrants that his
performance of all the terms of this Agreement does not and shall not breach any
fiduciary or other duty or any covenant, agreement or understanding (including,
without limitation, any agreement relating to any proprietary information,
knowledge or data acquired in confidence, trust or otherwise) to which he is a
party or by the terms of which he may be bound. The Executive further covenants
and agrees not to enter into any agreement or understanding, either written or
oral, in conflict with the provisions of this Agreement.
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12. Notices. All notices, requests, consents and demands by the parties
hereunder shall be delivered by hand, by confirmed facsimile transmission, by
recognized national overnight courier service or by deposit in the United States
mail, postage prepaid, by registered or certified mail, return receipt
requested, addressed to the party to be notified at the addresses set forth
below:
if to the Executive to:
Xx. Xxxxxxxx Xxxxxx, M.D.
c/o New York Medical, Inc.
Xxx Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Facsimile No.: 000-000-0000
with copy to:
Snow Xxxxxx Xxxxxx, P.C.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to the Company:
Lifetime Healthcare Services, Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx XxXxxx
with copies to:
Xxxxxxxx Xxxxx Singer & Xxxxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
American United Global, Inc.
X/x 00 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxx, XX 00000
Facsimile No. (000) 000-0000
Attn. Xxxxxx X. Xxxxx
Xxxxxxx, Savage, Kaplowitz, Wolf & Marcus, LLP
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attn.: Xxxxxxx X. Xxxxx, Esq.
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Notices shall be effective immediately upon personal delivery or facsimile
transmission, one business day after deposit with an overnight courier service
or three (3) business days after the date of mailing thereof. Other notices
shall be deemed given on the date of receipt. Any party hereto may change the
address specified herein by written notice to the other parties hereto.
13. Entire Agreement. This Agreement cancels and supersedes any and all
prior agreements and understandings, written or verbal, between the parties
hereto with respect to the Executive's employment, and cancels and supercedes
any and all agreements and understandings, written or verbal, between Company
and the Executive, with respect to the Executive's Employment, including without
limitation, that certain Compensation and Non-Compete Agreement, dated as of
November 30, 2000, by and among New York Medical, the Executive and HSBC Bank
USA, as Trustee for the ESOP (as the same may have been amended or modified
subsequent thereto. This Agreement constitutes the entire agreement between the
parties with respect to the matters herein provided, and no modifications or
waiver of any provision hereof shall be effective unless in writing and signed
by the AUGI Group and the Executive.
14. Binding Effect. All of the terms and provisions of this Agreement shall
be binding upon the parties hereto and its or his heirs, executors,
administrators, legal representatives, successors and assigns, and inure to the
benefit of and be enforceable by the AUGI Group and its successors and assigns,
except that the duties and responsibilities of the Executive hereunder are of a
personal nature and shall not be assignable or delegable in whole or in part.
15. Severability In the event that any provision of this Agreement or
application thereof to anyone or under any circumstance is found to be invalid
or unenforceable in any jurisdiction to any extent for any reason, such
invalidity or unenforceability shall not affect any other provision or
application of this Agreement which can be given effect without the invalid or
unenforceable provision or application and shall not invalidate or render
unenforceable such provision or application in any other jurisdiction.
16. Remedies; Waiver. No remedy conferred upon the AUGI Group by this
Agreement is intended to be exclusive of any other remedy, and each and every
such remedy shall be cumulative and shall be in addition to any other remedy
given hereunder or now or hereafter existing at law or in equity. No delay or
omission by the AUGI Group in exercising any right, remedy or power hereunder or
existing at law or in equity shall be construed as a waiver thereof, and any
such right, remedy or power may be exercised by the party possessing the same
from time to time and as often as may be deemed expedient or necessary by such
party in its sole discretion.
17. Counterparts. This Agreement may be executed in several counterparts,
each of which is an original and all of which shall constitute one instrument.
It shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts.
18. Governing Law; Jurisdiction.
(a) The provisions of this Agreement, and all the rights and
obligations of the parties hereunder, shall be governed by, and construed
and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed wholly within such State
without regard to such State's conflicts of law principles.
(b) Each of the parties hereto hereby consents to the jurisdiction of
any state or federal court located within the County of Nassau, State of
New York and irrevocably agrees that, subject to the AUGI Group's election,
all actions or proceedings arising out of or relating to this Agreement
shall be litigated in such courts. Each party hereto accepts for each of
itself and herself and in connection with its and her properties, generally
and unconditionally, the exclusive jurisdiction of the aforesaid courts and
waives any defense of forum non conveniens, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement.
19. Headings. The captions and headings contained in this Agreement are for
convenience only and shall not be construed as a part of the Agreement.
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IN WITNESS HEREOF, the parties have executed this Agreement as of the date
and year first above written.
COMPANY:
LIFETIME HEALTHCARE SERVICES, INC.
By /s/ Xxxxxx XxXxxx
--------------------
Name: XXXXXX XXXXXX
Title: PRESIDENT
EXECUTIVE:
/s/Xxxxxxxx Xxxxxx, M.D.
------------------------
XX. XXXXXXXX XXXXXX, M.D.
ACCEPTED AND APPROVED
AMERICAN UNITED GLOBAL, INC.
/s/ Xxxxxx X. Xxxxx
--------------------
XXXXXX X. XXXXX, CEO
Schedule A
1 Car allowance of $1,200 per month.
2 Term life insurance policy of $1,000,000 payable to Executive's designee,
or in the absence of such designation, Executive's estate, which the
Company agrees to pay the premiums on and maintain in force throughout the
term of this Agreement.
3 In addition, subject to cost, the Company shall have the right (but not the
obligation) to purchase an additional term life insurance policy on the
life of the Executive in the face amount of up to $5,500,000; the death
benefits of which shall payable to the Company. Upon the occurrence of the
Payment Events (as that term is defined in the Closing Agreement) the
Company shall have the right to cancel or maintain in force such term life
insurance policy.
The Executive agrees to submit to all physical examinations as may be required
by the applicable insurer to obtain either or both of the above term life
insurance policies.
