Exhibit 10.18
Severance Agreement
This severance agreement ("Agreement") made this May 2004 by and between MDNY
Healthcare, Inc., a corporation having its principal place of business at Xxx
Xxxxxxxxxx Xxxxxxxxxx, Xxxxx 0X00, Xxxxxxxx, XX ("Company") and Xx. Xxxxxxxx
Xxxxx, 00 Xxxxxxxxxxx Xxxx, Xxxxx Xxxxxxxx, XX 00000 ("Xxxxx").
WHEREAS, the Company is a managed care organization; and
WHEREAS, the Company employs Xxxxx as Chief Financial Officer and utilizes her
expertise, knowledge and services in that position, and Xxxxx provides such
expertise, knowledge and services to the Company.
NOW, THEREFORE, in consideration of the facts, mutual promises and covenants
contained herein and intending to be legally bound hereby, the Company and Xxxxx
agree as follows:
1. Duties and Responsibilities
(a) Xxxxx shall serve as Chief Financial Officer of the Company
(b) Xxxxx shall devote her entire working time, energy, attention,
skill and best efforts to the affairs of the Company and to
the performance of her duties hereunder in a manner which will
faithfully and diligently further the business and interests
of the Company.
2. Termination of employment without severance
(a) If Xxxxx shall become permanently disabled this agreement
shall terminate automatically as of the date Xxxxx is deemed
permanently disabled. Xxxxx shall receive compensation which
would otherwise be payable up until the end of the month in
which Xxxxx was deemed permanently disabled.
(b) The Company may immediately terminate Xxxxx for Cause. "Cause"
shall be deemed to mean any of the following:
i. A material breach in the responsibilities of the
position as outlined in 1;
ii. Xxxxx'x fraud, dishonesty, breach of trust or
intentional misconduct in the performance of her duties
as Chief Financial Officer;
iii. Conviction of Xxxxx in a court which could have the
effect of causing the termination or suspension of any
license which the Company has or holds.
iv. Conviction of Xxxxx of a felony; and x. Xxxxx'x
excessive absenteeism not due to disability.
(c) Death of Xxxxx.
3. Salary Continuation in the absence of "A change of Control."
In the event there is a termination of employment that is not in
connection with a Change of Control, then Xxxxx will continue to receive
her base salary, payable bi-weekly, in effect on the date of Termination
of Employment, subject to all withholding taxes, for the period commencing
on the date that Xxxxx'x employment is terminated and ending on the date
which is the day before the end of the ninth month subsequent to such
termination date. In addition, Xxxxx will receive an adjustment payment
equal to the quarterly average of the preceding nine months (3 quarters)
performance incentive payments to be paid in intervals at the end of each
quarter starting with the first date three months after the date of
termination.
4. Salary Continuation in the event of a Change of Control.
(a) If there is a Change of Control, defined as any event in which
any person or entity or group directly or indirectly acquires or becomes
the beneficial owner of or otherwise becomes entitled to vote the stock of
the Company with 35% or more of the voting power entitled to vote in
elections for Directors, resulting in a Termination of Employment the
Company will continue to pay Xxxxx as described in Section 3.
(b) If there is a Change of Control a voluntary termination shall
nevertheless be deemed a Termination of Employment if the voluntary
termination occurs as a result of any of the following:
i. the assignment to Xxxxx of any duties inconsistent in
any respect with her position, authority, duties or
responsibilities, including status, titles and reporting
requirements;
ii. The Company's requiring Xxxxx to be based at an
office or location greater than 50 miles from the Company's
current offices; or
iii. Any purported termination by the Company of Xxxxx'x
employment other than as expressly permitted by this
agreement.
MDNY Healthcare, Inc.
/s/ Xxxxxxxx Xxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxxxxx Xxxxx Chief Executive Officer
