PHYSICIAN EMPLOYMENT AGREEMENT
THIS PHYSICIAN EMPLOYMENT AGREEMENT (the "Agreement") dated as of March 4,
1998 (the "Execution Date"), is entered into by and between XXXXXXX XXXXXXX,
M.D., P.A., a Texas professional association and its successors and assigns
("KTPA"), and XXXXXXX X. XXXXXXX, M.D., (the "Physician" or "Xx.
Xxxxxxx").
PRELIMINARY STATEMENTS
One day after the execution and delivery of this Agreement, KTPA, Xxxxxxx
Xxxxxxx, M.D., P.A., also a Texas professional association ("MCPA", collectively
with KTPA, the "Company"); each of the shareholders of the Company, and Sheridan
Healthcorp, Inc., a Florida corporation ("Sheridan") have executed and delivered
a Management Services Agreement (the "MSA") pursuant to which Sheridan will
manage all of the business of the Company except the provision of medical
services. Capitalized terms not defined in this Agreement have the meaning given
to them in the MSA.
KTPA desires to employ the Physician and the Physician desires to be
employed with KTPA, on the terms and subject to the conditions contained in this
Agreement.
In consideration of the parties' promises and mutual covenants in this
Agreement, KTPA and the Physician agree as follows:
AGREEMENT
1. Employment. As of the Commencement Date, KTPA employs the Physician and
the Physician accepts the employment upon this Agreement's terms and conditions.
2. Term of Employment. Unless terminated earlier under the provisions of
this Agreement, the initial term of employment of the Physician shall be for a
period of five (5) years (the "Initial Term"), commencing on March 5, 1998, (the
"Commencement Date") and expiring on March 4, 2003 (the "Expiration Date").
Unless terminated earlier under the provisions of this Agreement, and provided
that both (i) the Physician shall be less than sixty five (65) years of age on
the Expiration Date of the Initial Term, or a Renewal Term (as defined below);
and, (ii) the Company has met the Earnings Threshold (as defined below), then
the Physician may elect, in his or her sole discretion, to extend the Initial
Term or a Renewal Term for an additional period of three (3) years (a "Renewal
Term") by sending a written notice (a "Renewal Notice") to KTPA at least One
Hundred Eighty (180) days prior to the expiration of the Initial Term or Renewal
Term then in effect, as the case may be. Any Renewal Terms shall be upon the
same terms and conditions as contained in this Agreement, except where otherwise
specified in this Agreement or by the parties in writing. Unless terminated
earlier under the provisions of this Agreement, this Agreement shall terminate
upon the Expiration Date of the Initial Term or Renewal Term then in effect (i)
if the Physician elects not to extend the term of the Agreement by timely
sending KTPA a Renewal Notice; (ii) if the Physician is older than sixty five
(65) years of age on the Expiration Date of the Initial Term or a Renewal Term,
as the case may be; or (iii) in KTPA's sole discretion, if the Company has not
met the Earnings Threshold as of the date the Renewal Notice is received. For
purposes of this Agreement, any references to the "Term" of the Agreement shall
be to the Initial Term and any Renewal Terms then in effect.
For purposes of this Agreement, a Contract Year shall be defined as the
twelve (12) month period commencing on the Commencement Date of this Agreement
(or on its anniversary in subsequent years) and ending on the day before the
anniversary of the Commencement Date. During the term of the MSA, the Earnings
Threshold shall be met when the aggregate amount of all monthly Management Fees
paid to Sheridan pursuant to Article IV of the MSA during each Contract Year of
the Initial Term or Renewal Term then in effect is equal to at least Two Million
Five Hundred Twenty Five Thousand Dollars ($2,525,000.00) (the "Base Amount").
In the event that the MSA is terminated for any reason, the Earnings Threshold
shall be met if the net earnings of the Company for the most recent four (4)
quarters for which financial information is available on the expiration date of
the Initial Term or Renewal Term then in effect (after payment of any physician
base compensation pursuant to Section 3(a)(i) of this Agreement or pursuant to
any other written arrangement with any other physician employee of the Company,
but before payment of any Incentive Compensation pursuant to Section 3(a)(iii)
of this Agreement or pursuant to any other written arrangement with any other
physician employee of the Company) is at least equal to the Base Amount.
3. Compensation. During the Term, the Physician shall be compensated as
follows:
(a) Monetary Compensation.
(i) Base Compensation. Provided that this Agreement has not been
terminated, KTPA shall pay to the Physician as compensation for the performance
of his or her duties under this Agreement, base compensation (the "Base
Compensation") at an annual rate of Two Hundred Thousand Dollars ($200,000.00)
during the Initial Term and any Renewal Terms (or the pro rata portion thereof
for periods less than a full Contract Year).
The Physician shall be paid Base Compensation bi-weekly in
substantially equal installments, or at more frequent intervals as KTPA may
determine, subject to all applicable withholdings, set offs, and taxes.
(ii) Incentive Compensation during the Term of the MSA. Provided
that this Agreement has not been terminated, during each Contract Year of the
Term, and provided the MSA has not been terminated, to the extent permitted by
law, KTPA shall pay to the Physician incentive compensation (the "Incentive
Compensation") in an amount equal to the Physician's Share (as defined below) of
any amounts paid to the Company pursuant to Sections 4.1(d) and 4.1(e) of the
MSA. The Physician's Share shall be equal to the percentage set forth opposite
the Physician's name on Schedule 3(a)(ii) attached to this Agreement, as amended
by written agreement of the parties from time to time.
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(iii) Incentive Compensation upon termination of the MSA.
Provided that this Agreement has not been terminated, upon termination of the
MSA and to the extent permitted by law, at the end of each Contract Year, KTPA
shall pay to the Physician as Incentive Compensation an amount equal to the
Physician's Share of the Additional Compensation Amount (as defined below), if
any, and Physician's Share of the Excess Net Earnings (as defined below), if
any. For purposes of this Agreement, the Additional Compensation Amount shall be
equal to the Net Earnings (as defined below) which are above the Base Amount, up
to a maximum of Two Hundred Thirty Thousand Dollars ($230,000.00) For purposes
of this Agreement, Excess Net Earnings for any Contract Year shall be equal to
Forty percent (40%) of the Net Earnings (as defined below) which are above the
Base Amount after payment of any Additional Compensation Amount. Net Earnings
means the net earnings of the Company for the most recent four (4) quarters for
which financial information is available at the expiration date of a Contract
Year as calculated by Sheridan according to generally accepted accounting
principles applied on a consistent basis as provided by the FASB, after payment
of any base compensation, but before payment of any incentive compensation to
the Physician or any shareholders or physician employees of the Company.
Any Incentive Compensation payable pursuant to this
Agreement shall be paid to the Physician within ninety (90) days of the end of
each Contract Year, or as soon as reasonable practicable thereafter, subject to
all applicable withholds, set offs and taxes. In the event this Agreement is
terminated during a Contract Year, the Physician shall receive the pro rata
portion of his or her Incentive Compensation attributable to the portion of the
Contract Year during which the Physician provided services to KTPA.
(b) Physician Benefit Plans. During the Term, the Physician shall be
entitled to participate in or benefit from the benefit plans and policies that
are afforded to other similarly situated KTPA or physician employees. KTPA
retains the right to terminate or alter in its sole and absolute discretion, any
benefit plans or policies from time to time subject to the terms of the MSA.
(c) Vacation and Sick Days. The Physician shall accrue five (5) weeks
paid vacation time during each twelve (12) month calendar year or a pro rata
amount for periods less than a full calendar year. The Physician shall also
accrue six (6) paid sick days during each calendar year or a pro rata amount for
periods less than a full calendar year. Vacation and sick days shall be used
within the calendar year, and vacation days shall only be used at the times and
intervals mutually agreed upon between Physician and KTPA. The Physician shall
not be entitled to any additional compensation for unused vacation and sick
days. Additionally, any time spent by Physician on (i) religious holidays; or
(ii) education, through the attendance of lectures, seminars or other
educational activities, at a time when Physician would otherwise be required to
provide services to KTPA shall be considered vacation time. Physician is
expected to use his or her vacation time for fulfillment of all of his or her
CME requirements.
(d) Licenses, Staff, Association and Society Fees. During the Term,
KTPA shall pay Physician's applicable hospital medical staff fees and
professional license fees which enable Physician to fulfill his or her
obligations under this Agreement. During the Term, KTPA shall pay up to One
Thousand Five Hundred Dollars ($1,500.00) per calendar year of professional
association and societies dues and membership fees selected by the Physician.
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(e) Professional Liability Insurance. During the Term, the
following will apply:
(i) KTPA shall insure, at its cost, the Physician under KTPA's
current professional liability policy ("Physicians' Insurance") in the amount of
$1,000,000.00 for each claim and $3,000,000.00 annual aggregate limit and the
costs for such insurance shall be borne by KTPA;
(ii) in the event KTPA determines to provide professional
liability insurance for the Physician from other than Physicians' Insurance, at
its costs, KTPA agrees to provide coverage limits no less than as specified in
subsection (i) above;
(iii) subject to Section 3(e)(i) and 3(e)(vi), KTPA may, in its
absolute sole discretion, at any time during the Term, cancel, continue, modify,
change or substitute the malpractice insurance policy coverage for Physician
and/or KTPA for Physician's provision of medical services while acting in the
scope of his or her employment pursuant to the terms and conditions of this
Agreement which was obtained pursuant to KTPA's obligations under this
Agreement;
(iv) Physician shall immediately execute and deliver, in strict
accordance with KTPA's written instructions, all documents and instruments
necessary to effectuate the provisions of this Section;
(v) Physician agrees to act in full accordance with the terms and
conditions of any and all malpractice insurance policies, copies of which shall
be provided to the Physician; and,
(vi) subject to Section 3(e)(i) and 3(e)(iii), KTPA will obtain a
continuous claims made professional liability insurance policy to cover
Physician pursuant to the terms of this Agreement. In the event Physician is no
longer employed by KTPA, KTPA shall, at KTPA's expense, continue to cover
Physician for medical malpractice claims arising out of his or her employment
under this Agreement through the applicable statute of limitations by: (i)
continuing the continuous claims made professional liability insurance policy;
(ii) purchasing a replacement continuous claims made professional liability
insurance policy with retroactive coverage which does not create any lapse in
coverage; or, (iii) purchasing appropriate tail coverage to meet its obligation
under this subparagraph.
(f) Withholdings. KTPA shall withhold from any compensation or other
benefits payable under this Agreement, or arrange for the payment of, any
federal, state, city or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.
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(g) Patient Referrals. The parties agree that the benefits and
compensation paid to Physician under this Agreement are fair market value for
services rendered and do not require, are not payment to induce nor are in an
any way contingent upon, the referral of patients or any other arrangement for
the provision of any item or service offered by KTPA. The parties to this
Agreement agree that no payments made under this Agreement are made in return
for or to induce any person to: (i) refer an individual to anyone for the
furnishing or arranging for the furnishing of items or services for which
payment may be made in whole or in part under Medicare or Medicaid; or, (ii)
purchase, lease, order or arrange for or recommend purchasing, leasing or
ordering any good, facility, service or item for which payment may be made in
whole or in part under Medicare or Medicaid.
4. Employment Duties.
(a) The Physician agrees during his or her employment under this
Agreement to: (i) provide medical services on behalf of KTPA as a duly licensed
physician under the laws of the State of Texas; (ii) keep all records as are
necessary and reasonably required by KTPA to assist KTPA in the proper
administration and management of its business; and, (iii) perform any other
duties and assignments relating to the business of KTPA, its Affiliates (as
defined below) and subsidiaries, as KTPA's Board of Directors or its delegatees
reasonably directs, provided further that those duties or assignments shall be
reasonably related to the Physician's expertise and experience ((i), (ii) and
(iii) shall be collectively, the "Physician Duties"). In all events the
Physician's duties shall be reasonable and Physician shall not be required to
breach any of his ethical responsibilities as defined in the American Medical
Association's Code of Conduct. During the Term, the Physician shall, except
during vacation periods, approved leaves and periods of illness, devote
sufficient business time and attention to the performance of the Physician
Duties under this Agreement and shall use his or her best efforts, skills and
abilities to perform his or her duties in accordance with applicable laws which
are brought to his or her attention by KTPA and to promote KTPA's best
interests.
(b) Call. The Physician agrees and acknowledges that his or her
services may be necessary on evenings and weekends, and shall be available for
weekday and weekend call in accordance with call policies and schedules as
established by KTPA. Any call coverage involving physicians not employed by KTPA
may only be arranged with the prior written consent of KTPA, after verification
of the credentials, malpractice history and insurance coverages of the
non-employee physicians who are proposed to be providing call coverage.
(c) Access to Records. Upon written request, and to the extent
required by Title 42 of the United States Code, Section 1395(x)(v)(1)(I), as
amended, Physician agrees to make available to the Secretary of the United
States Department of Health and Human Services or the Comptroller General of the
United States, or any of their duly authorized representatives, this Agreement,
all documents and records necessary to certify the nature and extent of services
provided by Physician under this Agreement.
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(d) Licensure and Certification. The Physician agrees as a condition
of his or her employment under this Agreement to maintain all required state and
governmental licenses, certifications and authorizations necessary to perform
his or her obligations under this Agreement.
(e) Activities. KTPA shall reimburse Physician for any expenses
incurred by the Physician, which were reasonable business expenses, incurred in
conformity with written KTPA policies and after submission of documentation
regarding those expense as required by KTPA policies.
(f) Medical Records. With respect to all services performed by
Physician under this Agreement, the Physician agrees to complete all medical
records with respect to patient care in accordance with the policies and
procedures of KTPA and further agrees to complete in a timely manner, all forms
and ancillary records which may be required by KTPA policy, third-party payors
or others in connection with patient care.
(g) Medical Staff Privileges. During the Term as requested by KTPA,
Physician shall become a member of the medical staff and maintain other
privileges (the "Privileges") at any hospital, ambulatory surgical center or
other facility where KTPA provides medical services in the Dallas Metropolitan
Area at the locations listed on Schedule 4 (g).
(h) Non-Discrimination. The Physician agrees not to discriminate
against patients because of race, color, sex, age, religion, payor or health
status.
(i) HMOs, IPAs, PPOs, and Employer Groups, Etc. For and on behalf of
Physician, KTPA shall have the sole and exclusive right and authority to enter
into contractual relationships with HMOs, IPAs, PPOs, and employer groups
(collectively "Third Party Payor(s)"), or other managed care arrangements.
Physician shall provide the same quality of care to all patients from these
sources as is provided to other patients of KTPA. Upon request from KTPA,
Physician shall execute all Third Party Payor documents as "provider" if deemed
necessary or advisable by KTPA. Physician shall not contract with any Third
Party Payors without KTPA's prior written consent in each instance.
(j) Miscellaneous.
(i) The Physician further agrees and acknowledges that he or she
shall comply with and follow all reasonable written policies, standards, rules
and regulations established by KTPA from time to time in performing the
Physician Duties under this Agreement which are provided to the Physician, and
agrees to be bound by and comply with the terms and conditions of other
agreements to which KTPA is a party to, or to which it may become a party to,
with hospitals, ambulatory surgical centers, insurance companies, third party
payors and other providers of medical services in connection with the provision
of medical services.
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(ii) Except as provided in Schedule 4(j)(ii), the Physician shall
not, during his or her employment under this Agreement, render medical services
(except for non-compensated good samaritan emergencies), or expert witness
testimony or legal medical consulting services or any other related services,
for any other person or entity as an employee, agent, independent contractor or
otherwise .
(iii) Without KTPA's prior written consent exercisable in its
reasonable discretion, the Physician shall not, during his or her employment
under this Agreement, devote any time to or engage in any self-employment or
employment activities . Notwithstanding the preceding sentence, as long as the
foregoing does not interfere with Physician's provision of services under this
Agreement, Physician may lecture, teach and publish without obtaining KTPA's
consent, which shall not be unreasonably withheld.
(iv) The Physician shall immediately notify KTPA of any and all
incidents, unfavorable occurrences, notices or claims made arising out of his or
her services under this Agreement as soon as he or she becomes aware of this
information and shall cooperate in any investigation and in the defense of any
incidents, unfavorable occurrences, notices and claims.
(v) The Physician agrees to be bound by and comply with the terms
and conditions of the MSA, applicable to Physician.
5. Duty to Account.
(a) Except as otherwise permitted by the terms of this Agreement,
Physician shall assign, account, and pay to KTPA all accounts receivable,
compensation and any other form of remuneration due from or paid by any source
other than KTPA attributable to (i) services he or she has rendered on behalf of
KTPA under this Agreement; (ii) services he or she has rendered during the Term
in violation of the terms of this Agreement including without limitation, a
violation of Sections 4 and 8; or (iii) sums which come into his or her
possession which are attributable to the services of other employees of KTPA,
including, but not limited to, fees for medical services, teaching, lecturing,
consulting, research, court testimony and publication of articles of a
professional nature (the accounts receivable, compensation and other
remuneration attributable to services described in (i), (ii) and (iii) are
collectively the "KTPA Receivables"). Physician appoints KTPA as his or her
attorney in fact to execute, deliver and/or endorse checks, applications for
payments, insurance claim forms or other instruments or documents, convenient or
required in the exclusive discretion of KTPA to fully collect, secure and
realize all KTPA Receivables and other sums due with respect to services
provided under this Agreement. This power of attorney is coupled with an
interest, is irrevocable and shall survive the expiration or termination of this
Agreement for a time period without limitation for all services rendered during
the Term. Disability insurance benefits and medical expense reimbursements
received by Physician pursuant to any formal plan of KTPA shall not be
considered a KTPA Receivable for purposes of this Section.
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(b) All KTPA Receivables shall be the sole property of KTPA. In no
event shall Physician be entitled to any portion of KTPA Receivables, or the
proceeds from KTPA Receivables, during the Term or after the termination of this
Agreement, whether or not KTPA Receivables may have been derived in any way from
the performance of Physician pursuant to the terms of this Agreement.
6. Representations and Warranties of Physician. The Physician represents
and warrants to KTPA as follows:
(a) Physician is a physician duly licensed to practice medicine
under the laws of the State of Texas;
(b) Physician has to the best of his knowledge complied with all laws,
rules and regulations relating to the practice of medicine and is able to enter
into and perform all duties under this Agreement;
(c) except for the Related Documents, Physician is not a party to or
bound by any other agreement or commitment, or subject to any restriction or
agreement related to previous employment or consultation containing
confidentiality or non-compete covenants or other relevant restrictions which
may have a possible present or future adverse affect on KTPA or the Physician in
the performance of his or her duties under this Agreement;
(d) except as disclosed on Schedule 6(d), Physician has never: (i) had
his or her professional license, Drug Enforcement Agency number, Medicare or
Medicaid provider status or staff privileges at any hospital or medical facility
suspended, relinquished, terminated or revoked; (ii) been reprimanded,
sanctioned or disciplined by any licensing board or any federal, state or local
society or agency, governmental body, hospital, third party payor or specialty
board; or, (iii) had a final judgment or settlement without judgment entered
against him or her in connection with a malpractice or similar action;
(e) to the best of his or her knowledge, Physician is in good physical
and mental health and does not suffer from any illness or disability which could
prevent him or her from fulfilling his or her responsibilities under this
Agreement; and
(f) none of the representations or warranties made by Physician in
this Agreement or in any resumes or curricula vitae submitted to KTPA or any
Affiliate of KTPA, or in any insurance applications or any staff membership
applications submitted to any third party in connection with this Agreement,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary in order to make the statements or
provisions in this Agreement not misleading or incomplete.
During the Term, the Physician agrees to immediately notify KTPA of
any fact or circumstance which occurs or is discovered during the Term, which in
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itself or with the passage of time and/or the combination with other reasonably
anticipated factors does render or will render any of these representations and
warranties to be untrue.
7. Confidentiality.
(a) Confidential Information. The Physician acknowledges that as a
result of the Physician's employment with KTPA, the Physician has and will
necessarily become informed of, and have access to, certain valuable and
confidential information of KTPA, including, without limitation, trade secrets,
technical information, plans, lists of patients, data, records, fee schedules,
computer programs, manuals, processes, methods, scheduling, financial data, file
schedules, intangible rights, contracts, agreements, licenses, personnel
information and the identity of health care providers (collectively, the
"Confidential Information"), and that the Confidential Information, even though
it may be contributed, developed or acquired in whole or in part by the
Physician, is KTPA's exclusive property to be held by the Physician in trust and
solely for KTPA's benefit. Accordingly, except as required by law or for the
performance of Physician's duties under this Agreement, the Physician shall not,
at any time, either during or subsequent to the Term, use, reveal, report,
publish, copy, transcribe, transfer or otherwise disclose to any person,
corporation or other entity, any of the Confidential Information without the
prior written consent of KTPA exercisable in its sole and absolute discretion,
except to officers and employees of KTPA and except for information which
legally and legitimately is or becomes of general public knowledge from
authorized sources other than the Physician.
(b) Return of Confidential Information. Upon the termination of
Physician's employment under this Agreement, the Physician shall promptly
deliver to KTPA all KTPA property and possessions including, without limitation,
all drawings, manuals, letters, notes, notebooks, reports, copies, deliverable
Confidential Information and all other materials relating to KTPA's business
which are in the Physician's possession or control.
8. Non-Competition and Nonsolicitation. Physician acknowledges that as a
result of Physician's employment with KTPA, Physician will become informed of
and have access to the Confidential Information, the unauthorized use or
disclosure of which would cause irreparable injury to KTPA. In consideration for
access to the Confidential Information, the substantial compensation paid to
Physician by KTPA, and the other benefits received by Physician hereunder,
Physician agrees with KTPA as follows:
(a) Definitions. As used in this Section 8, the following terms have
the specified meanings:
(i) "Competing Business" means any business that provides
management services that are the same as or similar to those provided by the
Management Company during the Initial Term and any Renewal Term.
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(ii) "Contracting Parties" means any and all facilities,
including but not limited to hospitals, clinics, PHOs, PPOs, HMOs, integrated
delivery systems, ambulatory centers, third party payors, managed care
companies, and other parties or facilities that have contracted with or are
serviced by KTPA or any of its Affiliates.
(iii) "Management Company" means Sheridan Healthcorp, Inc.,
Sheridan Healthcare, Inc., and their respective Affiliates.
(iv) "Restricted Area" means the area within twenty-five (25)
miles of any location where Physician provided medical services during the
twenty four (24) months immediately prior to the date of termination of
Physician's employment with KTPA.
(b) Noncompetition During Employment. Physician agrees that during
Physician's employment with KTPA or any of its Affiliates, Physician shall not,
either directly or indirectly, on Physician's own behalf or as an employee,
employer, consultant, contractor, agent, principal, partner, stockholder,
corporate officer, director, or in any other individual or representative
capacity, (i) provide medical services to or for any person or entity except in
Physician's capacity as an employee of KTPA or an Affiliate of KTPA, or (ii)
engage in a Competing Business.
(c) Noncompetition After Employment. Physician agrees that for a
period of two (2) years commencing on the date of the termination of Physician's
employment with KTPA (whether by resignation, discharge, or otherwise),
Physician shall not, either directly or indirectly, on Physician's own behalf or
as an employee, employer, consultant, contractor, agent, principal, partner,
stockholder, corporate officer, director, or in any other individual or
representative capacity, (i) provide medical services within the Restricted
Area, or (ii) engage in a Competing Business within the State of Texas.
(d) Termination of Medical Staff Privileges. Physician acknowledges
that Privileges at the hospital or any other health care facilities to which he
or she is assigned are predicated and contingent upon Physician's contractual
relationship with the KTPA. If Physician's employment relationship with the KTPA
is terminated for any reason whatsoever, the Privileges of Physician at the
hospital or any other health care facilities to which he or she is assigned will
terminate automatically and Physician shall immediately resign from, and
surrender, all Privileges at the hospital or any other health care facilities to
which he or she is assigned and Physician expressly waives any right to any
challenge or review (under any fair hearing plan or otherwise) of the
termination of his or her Privileges at the hospital or at those health care
facilities and all claims of any kind whatsoever, including due process claims,
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he or she or his or her estate may have against the KTPA or any of its
Affiliates and all other parties with respect to the termination of his or her
Privileges; provided, however, that if concurrent with the termination of such
membership or privileges under this Section, a hospital or medical staff takes
action that is based on the quality of services rendered by Physician or that is
reportable to the Texas State Board of Medical Examiners or the National
Practitioner Data Bank, then nothing in this Section shall affect or limit any
applicable hearing rights Physician may have regarding such action by the
hospital or medical staff under the then current medical staff bylaws at the
hospital or health care facility. The terms of this Agreement will take
precedence over any inconsistent terms which may be found in the bylaws of the
medical staff or of the hospital or any other health care facilities to which
Physician is assigned, or in the KTPA's contract with any employees. Termination
or resignation by Physician shall not, in and of itself, constitute a negative
action reportable as staff membership revocation in future applications by
Physician. Physician agrees that for a period of two (2) years commencing on the
date of termination of Physician's employment with the KTPA, Physician shall not
apply for or obtain Privileges at the hospital or any other health care facility
to which he or she was assigned during the twenty four (24) months immediately
prior to the date of termination of Physician's employment with the KTPA.
(e) Nonsolicitation and Related Activities. Physician agrees that
during Physician's employment with KTPA and for a period of two (2) years
commencing on the date of the termination of Physician's employment with KTPA
(whether by resignation, discharge, or otherwise), Physician shall not, either
directly or indirectly:
(i) induce or solicit, or attempt to induce or solicit, any of
KTPA's patients to terminate, curtail or restrict their relationship with KTPA
or any of its Affiliates;
(ii) induce or solicit, or attempt to induce or solicit, any of
KTPA's Contracting Parties to terminate, curtail or restrict their relationship
with KTPA or any of its Affiliates;
(iii) induce or solicit, or attempt to induce or solicit, any
person employed or contracted by KTPA or any of its Affiliates to leave
Physician's employment or not fulfill Physician's contractual responsibility,
whether or not the employment or contracting is full-time or temporary, pursuant
to a written or oral agreement, or for a determined period of time or at will;
or
(iv) assist others in taking any action described in clauses (i)
through (iii) above.
(f) Reasonableness of Restrictions. Physician acknowledges that the
time, geographical scope, and scope of activity restrictions set forth in this
Agreement are reasonable in scope and are necessary for the protection of the
business and goodwill of KTPA. Physician expressly acknowledges and agrees that
Physician's experience and abilities are such that Physician's compliance with
the covenants and restrictive covenants contained herein will not cause
Physician any undue hardship or unreasonably interfere with Physician's ability
to earn a livelihood. Physician agrees that should any portion of the covenants
in this Section 8 be unenforceable because of the scope thereof or the period
covered thereby or otherwise, the covenants shall be deemed to be reduced and
limited to enable them to be enforced to the extent permissible under the laws
and public policies applied in the jurisdiction in which enforcement is sought.
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(g) Independent Agreement. All of the covenants and provisions of this
Section 8 on the part of the Physician shall be construed as an agreement
independent of any other agreement between KTPA and the Physician, and the
existence of any claim or cause of action of the Physician against KTPA, whether
predicated on any such other agreement or otherwise, shall not constitute a
defense to the enforcement by KTPA of the covenants and provisions of this
Section 8; provided that notwithstanding anything contained in this Agreement,
in the event that this Agreement is properly terminated for cause by the
Physician pursuant to Section 10(c), then Sections 8(c) and (d) shall not apply
and clause (iii) of Section 8(e) shall not apply except to the extent it applies
to clauses (i), (ii) and (iv) of Section 8(e).
Notwithstanding anything contained in this Agreement, in the event
that KTPA materially breaches or materially fails to meet any material
obligation under this Agreement (after KTPA has received at least thirty (30)
days written notice of that material breach pursuant to Section 11(f) of this
Agreement and KTPA has failed to remedy that breach within the thirty (30) day
period), then Sections 8(b), (c) and (d) (except to the extent it applies to
Sections 8(a), (e), (f) and (g)) shall not apply.
9. Remedies. The Physician and KTPA each acknowledge that: (i) the services
Physician will render under this Agreement are special and unique and cannot be
replaced by KTPA; (ii) the event of a breach by the Physician of the provisions
of Sections 4(c), 5, 7, 8, 10(d) or 11(a) will cause KTPA irreparable harm; and,
(iii) monetary damages in an action at law would not provide an adequate remedy
in the event of a breach. Accordingly, the Physician agrees that, in addition to
any other remedies (legal, equitable or otherwise) available to KTPA, KTPA may
seek and obtain injunctive relief against the breach or threatened breach of the
provisions of Sections 4(c), 5, 7, 8, 10(d) or 11(a) as well as all other rights
and remedies available at law and equity. The existence of any claim or cause of
action of Physician against KTPA or any of its Affiliates, whether arising out
of this Agreement or otherwise, shall not constitute a defense to the
enforcement by KTPA or any of its Affiliates of the provisions of these
Sections. Nothing contained in this Section 9 shall be construed as prohibiting
KTPA and all other injured parties from pursuing all other remedies available
(if available) to them for a breach or threatened breach of the provisions of
Sections 4(c), 5, 7, 8, 10(d) or 11(a), including the recovery of compensatory
and punitive damages from Physician. Physician further acknowledges and agrees
that the covenants contained in Sections 4(c), 5, 7, 8, 10(d) or 11(a) are
necessary for the protection of KTPA's legitimate business and professional
duties, ethical obligations and interests, and are reasonable in scope and
content. These legitimate business interests include, without limitation, trade
secrets (as defined under applicable Texas law); other valuable confidential
business information that may not qualify as trade secrets, but as to which KTPA
or any of its Affiliates has expended time and money in developing and as to
which any of them holds confidential and proprietary, substantial business
relationships with existing and prospective customers, clients and patients;
customer, client and patient goodwill associated with its ongoing business and
evidenced by the various trademarks, trade names, service marks and trade dress
used by KTPA or any of its Affiliates in connection with its business, and an
expectation of continuing patronage from its existing customers, clients and
patients; and the extraordinary and specialized training in managed care
12
medicine which will be provided by KTPA to Physician during the Term. In the
event of any breach or violation by Physician of any of the provisions of
Section 8, the running of the two-year period (but not KTPA's and any of the
Physician's obligations thereunder) shall be tolled during the continuation of
any breach or violation.
10. Termination. Physician's employment under this Agreement may be
terminated prior to the expiration of the Term described in Section 2, upon
the occurrence of any of the following events:
(a) Death. This Agreement will automatically terminate upon the death
of the Physician. KTPA shall have no further obligation under this Agreement to
make any payments to, or bestow any benefits on, the Physician's beneficiary or
beneficiaries from and after the date of the Physician's death, other than as
provided in Section 10(d).
(b) Disability. To the extent permitted by law, this Agreement may be
terminated at KTPA's option, exercisable in its absolute sole discretion, if the
Physician shall suffer a permanent disability. For the purposes of this
Agreement, the term "permanent disability" means the Physician's inability to
perform his or her material duties under this Agreement, with or without a
reasonable accommodation, for a period of any three (3) consecutive months due
to illness, accident or any other physical or mental incapacity. Physician shall
not be entitled to receive any compensation during any periods of absence caused
by a permanent or temporary disability. KTPA shall have no further obligation
under this Agreement to make any payments to, or bestow any benefits on, the
Physician from and after the date of termination under this provision, other
than as provided in Section 10(d).
(c) Cause. This Agreement may be terminated for cause at KTPA's
option, at any time upon delivery of written notice to the Physician. Cause
shall mean, for purposes of this Agreement, the Physician's: (i) material breach
of any material provision of this Agreement; (ii) willful refusal to perform an
ethical (as defined by the AMA Code of Conduct) duty directed by KTPA's Board of
Directors or a supervising officer, an executive of KTPA or any authorized
delegatee, which is reasonably within the scope of the Physician's duties; (iii)
misappropriation of assets or business opportunities of KTPA or any of its
Affiliates for personal or non-KTPA use; (iv) commission of any misdemeanor
involving moral turpitude and any felony; (v) commission of fraud, embezzlement,
or breach of trust; (vi) revocation or suspension of Physician's license to
practice medicine under the laws of the State of Texas for a time period greater
than thirty days; (vii) failure or inability to competently and adequately
perform his or her duties under this Agreement, as determined by KTPA's Board of
Directors, exercisable in its sole discretion; (viii) breach of his or her
obligations contained in Section 11(a) of this Agreement; (ix) loss, suspension,
revocation or substantial curtailment of Physician's appointment to and/or
privileges on the medical staff at any health care facility where Physician
provides services under this Agreement (a "Health Care Facility"); (x)
commission of a material act of professional misconduct; (xi) commission of acts
that in any way materially jeopardize or damage the professional integrity,
reputation or relationships of KTPA or any of its Affiliates; (xii) this section
not used; (xiii) negligence, misfeasance or malfeasance in connection with
performing or discharging Physician's obligations under this Agreement; or (xiv)
13
being a primary basis for KTPA's or an Affiliate's inability to obtain adequate
professional liability coverage in accordance with Section 3(e) of this
Agreement. Prior to KTPA's termination of this Agreement for cause under
Sections 10(c)(i) (except as provided below), 10(c)(vi) or 10(c)(vii), KTPA
shall first have provided Physician with at least thirty (30) days prior written
notice and Physician shall have not, within that thirty (30) days, remedied the
basis of that termination to KTPA's reasonable satisfaction. No right of cure
shall exist for KTPA's termination of this Agreement for cause under Sections
10(c)(ii), (iii), (iv), (v), (viii), (ix), (x), (xi), or (xiii).
This Agreement may be terminated for cause at the Physician's
option, for KTPA's failure to substantially perform its obligations to the
Physician under this Agreement after KTPA has received at least thirty (30) days
prior written notice of that substantial failure and KTPA has failed within that
thirty (30) day period to remedy the substantial failure to the Physician's
reasonable satisfaction.
Neither KTPA nor its Affiliates shall have any further obligation
under this Agreement to make any payments to, or bestow any benefits on, the
Physician from and after the date of termination of the Agreement under this
provision, other than as provided in Section 10(d).
(d) Obligations. In the event of a termination under Sections 10(a),
(b) or (c), KTPA shall have no further obligation under this Agreement to make
any payments to, or bestow any benefits on, the Physician from and after the
date of termination, other than payments or benefits accrued and due and payable
to Physician prior to the date of the termination. Physician shall, upon KTPA's
request and promptly upon notice, vacate all premises, including all facilities
serviced by KTPA. Physician shall return all of the property of KTPA and its
Affiliates that is in his or her possession or control.
(e) Medical Staff Privileges. Physician acknowledges and agrees that
Physician's employment is expressly contingent upon Physician being granted
appropriate continuous clinical privileges to provide services at the hospital
or any other health care facilities to which he or she is assigned. If Physician
is unable to receive or maintain those clinical privileges necessary to perform
all material services of Physician under this Agreement at the hospital or other
health care facilities for any reason whatsoever, whether or not those
privileges are granted to other employees or contractors of the KTPA,
Physician's employment under this Agreement shall be terminated.
11. Miscellaneous.
(a) Substance Abuse Policy. It is KTPA's policy (the "Policy") that
none of its employees shall use or abuse any controlled substances at any time
or be under the influence of alcohol or be affected by the use of alcohol during
the time period required to perform their duties and obligations under any
employment agreements. Physician agrees to abide by the Policy described in
Schedule A to this Agreement.
14
(b) Survival. The provisions of Sections 4(c), 6, 7, 8, 9, 10(d) and
11 shall survive the expiration or termination of this Agreement for a time
period without limitation.
(c) Entire Agreement; Waiver. This Agreement contains the entire
understanding of the parties and merges and supersedes any prior or
contemporaneous agreements between the parties relating to this Agreement's
subject matter. This Agreement may not be modified or terminated orally, and no
modification, termination or attempted waiver of any of the provisions shall be
binding unless in writing and signed by the party against whom it is sought to
be enforced; provided however, that Physician's compensation may be increased at
any time by KTPA without in any way affecting any of the other terms and
conditions of this Agreement, which in all other respects shall remain in full
force and effect. Failure of a party to enforce one or more of the provisions of
this Agreement or to require at any time performance of any of the obligations
under this Agreement shall not be construed to be a waiver of any provisions by
a party nor to in any way affect the validity of this Agreement or a party's
right to enforce any provision of this Agreement, nor to preclude a party from
taking any other action at any time which it would legally be entitled to take.
(d) Mergers and Consolidation; Successors and Assigns. Physician shall
not have the right to assign or delegate this personal service Agreement, or any
of his or her rights or obligations under this Agreement, without KTPA's consent
exercisable in its sole discretion. The preceding sentence shall not hinder the
Physician's estate from being entitled to receive all accrued and unpaid
compensation and benefits due to Physician at the time of his or her death. KTPA
may freely assign and delegate all of its rights and duties under this
Agreement. Additionally, the parties each agree that upon the sale of all or
substantially all of the assets, business and goodwill of KTPA or all or
substantially all of the stock of KTPA to another company or any other entity,
or upon the merger or consolidation of KTPA with another company or any other
entity, this Agreement shall inure to the benefit of, and be binding upon, both
Physician and KTPA and any entity purchasing the assets, business, goodwill or
stock, or surviving merger or consolidation.
(e) Additional Acts. The Physician and KTPA each agrees to execute,
acknowledge and deliver all further instruments, agreements or documents and do
all further acts that are necessary or expedient to carry out this Agreement's
intended purposes. Each party recognizes that time is of the essence with
respect to each of their obligations in this Agreement. Each party agrees to act
as soon as practicable in light of the particular circumstances and use their
best efforts in as timely a fashion as possible to maximize the intended
benefits of this Agreement.
(f) Notices. Whenever any notice, demand or request is required or
permitted under this Agreement, that notice, demand or request shall be either
hand-delivered in person or sent by United States Mail, registered or certified,
postage prepaid, or delivered via overnight courier to the addresses below or to
any other address that either party may specify by notice to the other party.
Neither party shall be obligated to send more than one notice to the other party
and no notice of a change of address shall be effective until received by the
other party. A notice shall be deemed received upon hand delivery, two business
days after posting in United States Mail or one business day after dispatch by
overnight courier.
15
To KTPA:Xxxxxxx X. Xxxxxxx, M.D., P.A.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx 00000
ATTN: Xxx X. Xxxxxx, Esq., General Counsel
To the Physician: Xxxxxxx X. Xxxxxxx, M.D.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx, Xxxxx 00000
With a copy to: Jenkens & Xxxxxxxxx, a Professional Corporation
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxx, Esq.
(g) Headings. The headings of the paragraphs of this Agreement have
been inserted for convenience of reference only and shall in no way restrict or
otherwise affect the construction of the terms or provisions of this Agreement.
References in this Agreement to Sections are to the sections of this Agreement.
(h) Construction. This Agreement shall be construed without regard to
any presumption or other rule requiring construction against the party causing
this Agreement to be drafted, including any presumption of superior knowledge or
responsibility based upon a party's business or profession or any professional
training, experience, education or degrees of any member, agent, officer or
employee of any party. If any words in this Agreement have been stricken out or
otherwise eliminated (whether or not any other words or phrases have been added)
and the stricken words initialed by the party against whom the words are
construed, this Agreement shall be construed as if the words so stricken out or
otherwise eliminated were never included in this Agreement and no implication or
inference shall be drawn from the fact that those words were stricken out or
otherwise eliminated.
(i) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
(j) Severability. The invalidity or unenforceability of any one or
more of the words, phrases, sentences, clauses, or sections contained in this
Agreement shall not affect the validity or enforceability of the remaining
provisions of this Agreement or any part of any provision, all of which are
inserted conditionally on their being valid in law, and in the event that any
one or more of the words, phrases, sentences, clauses or sections contained in
16
this Agreement shall be declared invalid or unenforceable, this Agreement shall
be construed as if such invalid or unenforceable word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted or shall be enforced as nearly as possible according to their
original terms and intent to eliminate any invalidity or unenforceability. If
any invalidity or unenforceability is caused by the length of any period of time
or the size of any area set forth in any part of this Agreement, the period of
time or area, or both, shall be considered to be reduced to a period or area
which would cure the invalidity or unenforceability.
(k) Governing Law. This Agreement is made and executed and shall be
governed by and construed in accordance with the laws of the State of Texas
applicable to contracts wholly negotiated, executed and performable in that
state, without regard to its conflicts of laws principles.
(l) No Third Party Beneficiaries. All obligations of KTPA under this
Agreement are imposed solely and exclusively for the benefit of Physician, and
no other person will have standing to enforce, be entitled to or be deemed to be
the beneficiary of any of these obligations.
(m) Litigation; Prevailing Party. In the event of any arbitration or
litigation, including appeals, with regard to this Agreement, the prevailing
party, as defined by the trier of fact, shall be entitled to recover from the
non-prevailing party all reasonable fees, costs, and expenses of counsel (at
pre-trial, trial and appellate levels).
(n) Definition of Affiliates. The term "Affiliates" for purposes of
this Agreement means an individual or entity (whether now existing or hereafter
created) that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, another person or
entity, and includes: (1) a spouse, parent, brother, sister, child, aunt, uncle,
grandparent, niece, nephew, first cousin of an individual or an individual's
spouse (a "Relative"); (2) an officer, director, trustee, employee, shareholder
or partner of a person which is not a Relative of any such person; (3) a spouse
of any Relative; and (4) any individual or entity controlled by, controlling or
under common control with any individual or entity designated above. For
purposes of the foregoing, "control" means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
an entity or individual, whether through the ownership of voting securities, by
contract, or otherwise.
(o) Arbitration; Jury Trial. THE PARTIES SHALL USE GOOD FAITH
NEGOTIATION TO RESOLVE ANY CONTROVERSY, DISPUTE OR DISAGREEMENT ARISING OUT OF,
RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE BREACH OF THIS
AGREEMENT. IN THE EVENT THE PARTIES ARE UNABLE TO RESOLVE ANY DISPUTE OR
CONTROVERSY BY NEGOTIATION, EITHER PARTY MAY SUBMIT SUCH DISPUTE TO BINDING
ARBITRATION WHICH SHALL BE CONDUCTED IN DALLAS, TEXAS. THE BINDING ARBITRATION
SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF PROCEDURE FOR ARBITRATION OF
THE NATIONAL HEALTH LAWYERS ASSOCIATION ALTERNATIVE DISPUTE RESOLUTION SERVICE.
JUDGMENT ON THE AWARD OR DECISION RENDERED BY THE ARBITRATOR MAY BE ENTERED IN
ANY COURT HAVING JURISDICTION. NOTWITHSTANDING THE TERMS OF THIS SECTION, IN THE
EVENT OF ANY BREACH OR DISPUTE OF THIS AGREEMENT OR ANY OF THE RELATED
AGREEMENTS FOR WHICH AN EQUITABLE REMEDY IS APPROPRIATE THE AGGRIEVED PARTY MAY
17
SEEK AND OBTAIN RELIEF IN A COURT OF COMPETENT JURISDICTION TO AVAIL ITSELF OF
THE EQUITABLE REMEDIES. IN THAT CASE SHOULD ANY PENDENT LEGAL CLAIMS ARISE,
THOSE CLAIMS SHALL BE SUBMITTED TO BINDING ARBITRATION, HOWEVER IF THE COURT
FAILS TO REMAND THOSE LEGAL CLAIMS TO ARBITRATION, THEN FOR THOSE LEGAL CLAIMS,
THE PARTIES WAIVE ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO
OR ARISING OUT OF THIS AGREEMENT.
Each of the parties have duly executed this Agreement as of the Execution
Date.
KTPA:
XXXXXXX XXXXXXX, M.D., P.A.,
a Texas professional association
Date: By:
-------------------- -----------------------------------------
Xxxxxxx X. Xxxxxxx, M.D.
President
PHYSICIAN:
XXXXXXX X. XXXXXXX, M.D.
Date:
-------------------- ---------------------------------------------
Xxxxxxx X.Xxxxxxx, M.D.
18
Schedule A
SUBSTANCE ABUSE POLICY OF
XXXXXXX X. XXXXXXX, M.D., P.A.
Purpose and Scope: Xxxxxxx Xxxxxxx, M.D., P.A. ( "KTPA"), disapproves of
the use of any illegal substances and the abuse of legal drugs or alcohol by
its employees or independent contractors.
KTPA has a vital interest in maintaining safe, healthful and efficient
working conditions for its employees and independent contractors. Being under
the influence of a drug or alcohol on the job may pose serious safety and health
risks not only to the user but to all those who work with the user. The use,
possession, sale or distribution of drugs or alcohol in the Work Place (as
defined below), while on KTPA business, or while using KTPA property may also
pose unacceptable risks for safe, healthful and efficient operations.
KTPA recognizes that its own health and future are dependent upon the
physical and psychological health of its employees and independent contractors.
Accordingly, it is the right and intent of KTPA to maintain a safe, healthful
and efficient working environment for all of its employees and independent
contractors and to protect KTPA property, equipment and operations.
With these basic objectives in mind, KTPA has established this policy (the
"Substance Abuse Policy") with regard to the use, possession, sale or
distribution of drugs, inhalants and alcohol. This policy is intended to comply
with the requirements for a substance abuse policy under the Texas Workers'
Compensation Act and related rules promulgated by the Texas Workers'
Compensation Commission.
Prohibition of Substance Abuse: KTPA expressly prohibits the use,
possession, sale or distribution of drugs, inhalants, or alcohol by its
employees or independent contractors (each an "Individual") in the Work Place
(as defined below) or while performing KTPA business, including but not limited
to, the following:
A. Alcohol: The use or being under the influence of alcohol while
in the Work Place or while performing KTPA business is prohibited.
B. Illegal Drugs: The use, being under the influence, possession,
sale, purchase, distribution or transfer of an illegal drug
while in the Work Place or while performing KTPA business is
prohibited. The presence in any detectable amount of any illegal
drug in an Individual while in the Work Place or while performing
KTPA business is prohibited.
C. Legal Drugs (Prescription Drugs): The use or being under the
influence of any legally obtained drug while performing KTPA
business or while in the Work Place is prohibited to the extent
such use or influence may affect (i) the safety of the Individual,
other employees or independent contractors, or members of the
public, or (ii) the safe, efficient operation of KTPA's
facilities and equipment.
KTPA also prohibits the use or being under the influence of drugs,
inhalants or alcohol by an Individual during non-work hours while using a KTPA
vehicle or KTPA equipment since KTPA believes that such use could jeopardize the
safety of the Individual, other employees or independent contractors, members of
the public, and KTPA equipment.
KTPA further prohibits the storage by an Individual of illegal drugs,
inhalants or alcohol at the Work Place, whether in lockers, desks, vehicles or
any other depository or in the Individual's personal effects (including without
limitation purses, briefcases and vehicles).
Definition of Work Place: For the purposes of this Substance Abuse Policy,
the term "Work Place" refers to (i) all of KTPA's premises and facilities
(including without limitation offices, warehouses, parking lots, and
recreational or rest areas), (ii) all of the work sites at which KTPA business
is performed, whether or not KTPA owns, leases or has control over such work
sites, (iii) all facilities at which KTPA's employees and independent
contractors provide medical services on behalf of KTPA, (iv) all locations at
which KTPA's employees are attending meetings concerning KTPA business, and (v)
all automobiles, trucks, and other vehicles and equipment being used by KTPA's
employees and independent contractors while on KTPA business, whether or not
owned, leased or under the control of KTPA.
Testing: An Individual may be requested to undergo a blood test,
urinalysis, "breath analyzer" test, or other diagnostic test (each a "Test")
under any of the following circumstances:
1. Prior to commencement of employment or engagement;
2. After the occurrence of any work-related accident whether or not at
the Work Place;
3. When management of KTPA has reasonable suspicion that drugs,
inhalants or alcohol are affecting job performance and/or conduct
of an Individual in the Work Place;
4. Before returning to work following a leave of absence; or
5. As part of a random sampling of employees and independent
contractors.
An Individual's refusal to submit immediately upon request to such a Test
may result in disciplinary action up to and including termination of employment
or engagement.
The results of any Test will be reported to management level
representatives of KTPA on a need-to-know basis and will be kept confidential.
Searches: To monitor compliance with this policy, KTPA reserves the right
to conduct searches or inspections of an Individual's person or personal effects
including, without limitation, purses, briefcases, and motor vehicles located on
property of KTPA, as well as work areas and property of KTPA used by an
Individual, including without limitation, lockers, desks, and offices, whether
secured, unsecured, or secured by lock or locking device. An Individual's
refusal to submit to a search on request may result in disciplinary action up to
and including termination.
Consequences For Violation: An Individual's violation of this Substance
Abuse Policy can result in disciplinary action, up to and including termination
of employment, even for a first offense. The decision to take disciplinary
action is solely in the discretion of KTPA.
Available Treatment Programs: KTPA does not provide any treatment programs,
drug and alcohol abuse rehabilitation programs, or drug and alcohol abuse
education programs. KTPA does provide health care benefits for its full-time
employees which may cover some drug and/or alcohol abuse treatment or
rehabilitation. For further information about the availability of and the
requirements for participation in the programs, if any, covered by such health
care insurance, please contact KTPA's current health care insurance carrier.
SUBSTANCE ABUSE POLICY
ACKNOWLEDGMENT AND CONSENT
By my signature below, I acknowledge as follows:
1. I have received a copy of the attached Substance Abuse Policy of MCPA.
2. I have read and fully understand the attached Substance Abuse Policy.
3. I understand that if I violate the attached Substance Abuse Policy it
can result in disciplinary action against me, up to and including
termination of employment or engagement, even for a first offense.
4. I understand that, in order to provide a safe and healthy working
environment, it is the policy of MCPA to conduct drug screening tests
and other investigative exams.
5. I understand that I am not compelled to consent to any search or test,
but that if I do not consent, I will not be allowed to enter or to
remain on MCPA's premises and I will be subject to disciplinary
action, including termination of employment.
6. I understand and consent to disclosure of the results of any drug
screening test or investigative examination to management level
representatives of MCPA on a need-to-know basis.
7. With full knowledge of MCPA's Substance Abuse Policy, I hereby consent
to the search and testing by MCPA or its agents for the purpose of
enforcing the attached Substance Abuse Policy.
8. I understand that compliance with the attached Substance Abuse Policy
is a condition of employment. I understand that failure or refusal
to cooperate fully, sign any required document, or submit to any
inspection or test will be grounds for termination of employment.
9. I agree to abide by the attached Substance Abuse Policy.
WITNESS: EMPLOYEE:
XXXXXXX X. XXXXXXX, M.D.
----------------------------- -----------------------------------
Witness Signature Xxxxxxx X. Xxxxxxx, M.D.
Date:
----------------------------- -----------------------------------
Printed Name of Witness
Date
-------------------------
