EMPLOYMENT AGREEMENT
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This AGREEMENT is made effective as of this 1st day October, 1996 (the
"Effective Date"), by and between INTEGRATED HEALTH SERVICES, INC., a Delaware
corporation (hereinafter referred to as the "Company"), and C. XXXXXXXXX XXXXXX
(hereinafter referred to as the "Executive").
W I T N E S S E T H:
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WHEREAS, the Company wishes to employ the Executive and to ensure the
continued services of the Executive for the Term (as hereinafter defined), and
the Executive desires to be employed by the Company for such Term, upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premise and the
mutual agreements herein contained, the parties, intending to be legally bound,
hereby agree as follows:
ARTICLE I
EMPLOYMENT RELATIONSHIP
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1.1 Employment. The Company hereby employs the Executive in the
position of Executive Vice President - Operations of the Company, with such
responsibilities as may be assigned to Executive from time to time by the
Company's Chief Executive Officer and/or President. Executive shall report to
and be responsible to the individual who is Chief Executive Officer and/or
President of the Company for the period hereinafter set forth, and the Executive
hereby accepts such employment.
During the Term, the Executive agrees to devote all such working time
as is reasonably required for the discharge of his duties hereunder and to
perform such services faithfully and to the
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best of his ability. Notwithstanding the foregoing, nothing in this Agreement
shall preclude the Executive from (a) engaging in charitable and community
affairs, so long as they are consistent with his duties and responsibilities
under this Agreement, (b) managing his personal investments, and (c) serving on
the boards of directors of other companies with the consent of the President or
the individual to whom the Executive reports.
1.2 TERM. The term of employment under this Agreement shall begin on
the Effective Date, and shall end on that date which is three (3) years
following the Effective Date, unless sooner terminated pursuant to the terms of
this Agreement. The obligations of the Employee under Paragraph 4.4 shall only
be enforceable by Employer in the event (a) Employee terminates this Agreement
either for Good Reason as defined below or without Good Reason, as set forth
below, (b) the Employer terminates this Agreement for cause, as defined below,
and the Employer pays one-half of the Noncompetition Severance Pay as set forth
below, (c) this Agreement terminates on its natural expiration date and the
Employer pays Noncompetition Severance Pay as set forth below, or (d) Employer
terminates this Agreement without cause and pays Noncompetition Severance Pay as
set forth below.
ARTICLE II
COMPENSATION
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2.1 Salary. The Executive shall receive a base salary at an initial
rate of Four Hundred Thousand Dollars ($400,000) per year (the "Salary"),
payable in substantially equal installments in accordance with the pay policy
established by the Company from time to time, but not less frequently than
monthly. On each Anniversary Date, the Salary shall be increased or decreased
(but not below Four Hundred Thousand Dollars ($400,000)) by a percentage which
is equal to the percentage
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increase or decrease, as applicable, in the "Consumer Price Index for All Urban
Consumers" published by the United States Department of Labor's Bureau of Labor
Statistics for the then most recently ended twelve (12) month period as of the
date of such adjustment, and increased by such additional amounts as may be
determined at the discretion of the Chief Executive Officer or the President.
Once adjusted, such adjusted amount shall constitute Salary for purposes of this
Agreement.
2.2 Bonuses.
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If the Company's earnings per share equal or exceed the
earnings goals set by the Board (the "Target"), then no more than ten (10) days
following the date the Company publicly announces its earnings, the Company
shall pay the Executive a discretionary bonus ("Bonus") based on the Executive's
performance, benefit to the Company at large, and the extent to which the
Company equals or exceeds the Target. Such Bonus shall be discretionary except
that if the Company's earnings per share equal or exceed the Target then the
Executive shall receive a bonus of not less than one hundred percent (100%) of
his salary.
2.3 Executive Benefits and Perquisites. During the Term, the Company
shall provide and/or pay for employee benefits and perquisites that are, in the
aggregate, no less favorable than the employee benefits and perquisites that the
Executive enjoys as of the Effective Date, as increased from time to time,
including, without limitation:
(a) comprehensive individual health insurance, including
dependent coverage;
(b) life insurance coverage in the amount of Five Hundred
Thousand Dollars ($500,000) any proceeds of which shall be payable to
the Executive's designated beneficiary or his estate;
(c) three (3) weeks paid vacation annually;
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(d) disability insurance coverage in a monthly benefit amount
equal to the sum of 100% of Executive's Salary plus "Bonus Amount" (as
defined in Section 3.4(a));
(e) an automobile allowance and automobile insurance coverage
in the total amount of One Thousand Dollars ($1,000) per month, and as
increased from time to time.
Once increased, the level of benefits and perquisites shall not be
decreased without the Executive's consent.
2.4 Equity-based Compensation. During the Term, the Compensation
Committee, in its complete discretion, may select the Executive to participate
in programs or enter into agreements which provide for the grant of certain
equity-based compensation or rights to the Executive.
ARTICLE III
TERMINATION AND SEVERANCE
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3.1 Termination; Nonrenewal. The Company shall have the right to
terminate the Executive's employment, and the Executive shall have the right to
resign his employment with the Company, at any time during the Term, for any
reason or for no stated reason, upon no less than ninety (90) days prior written
notice (or such shorter notice to the extent provided for herein). Upon the
Executive's termination without "Cause" (as defined in Section 3.2) or
resignation for "Good Reason" (as defined in Section 3.3) or upon the expiration
of the Term following the Company's election not to renew this Agreement (in
accordance with Section 1.3), the Executive shall be entitled to severance as
set forth in Section 3.4. Upon the expiry of the term hereof, the Executive
shall be entitled to severance as set forth in Section 3.4. Upon the Executive's
termination for Cause or resignation without Good Reason, the Executive shall
not be entitled to severance. If the Executive's
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employment is terminated because of a Permanent Disability (as defined in
Section 3.5), the Executive shall receive the benefits and payments described in
Section 3.5.
3.2 Termination For Cause.
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(a) The Company may terminate this Agreement for Cause following a
determination by the Chief Executive Officer that Cause exists. For purposes of
this Agreement, Cause shall mean any or all of the following:
(i) the Executive materially fails to perform his
duties hereunder;
(ii) a material breach by the Executive of his
covenants under Sections 4.1 or 4.2;
(iii) Executive is convicted of any felony.
(iv) Executive commits theft, larceny or embezzlement
of Company's tangible or intangible property.
(b) Notwithstanding anything in Section 3.2(a) to the
contrary, a termination shall not be for Cause unless (i) the party to whom the
Executive reports notifies the Executive, in writing, of his intention to
terminate the Executive for Cause (which notice shall set forth the conduct
alleged to constitute Cause) (the "Cause Notice"); and (ii) the Executive does
not cure his conduct (to the reasonable satisfaction of the party to whom the
Executive reports), within sixty (60) days after the receipt of the Cause
Notice.
3.3 Termination for Good Reason. (a) The Executive may terminate this
Agreement for Good Reason, provided he gives the Company prior written notice
that Good Reason exists (the "Good Reason Notice"). For purposes of this
Agreement, Good Reason shall mean one or both of the following:
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(1) a material breach of the Agreement by the Company
(including, without limitation, one or more of the following without
the Executive's prior written consent:
(i) a material diminution of the Executive's
responsibilities, title, authority or status,
(ii) the failure of the Company to pay the Executive
amounts when due under this Agreement,
(iii) the Executive's removal or dismissal from, the
position of Executive Vice President - Field Operations which
is not concurrent with a promotion in title and/or position,
and
(iv) a reduction in Salary or a material reduction in
benefits (other than a reduction in Salary permitted by
Section 2.1).
(2) the resignation by the Executive within one (1) year of a
"Change of Control," as defined in Section 3.3(b).
Notwithstanding the foregoing, a termination on account of a reason described in
paragraph (1), shall be deemed not to be for Good Reason unless the Executive
(i) gives the Company the opportunity to cure the condition that purports to be
Good Reason, and (ii) the Company fails to cure that condition within sixty (60)
days after the receipt of the Good Reason Notice (or, with respect to the
failure to make any payment when due to the Executive within ten (10) days after
the receipt of such notice).
Notwithstanding any of the foregoing, if there is a "Change of Control"
as defined hereafter, the Company shall cause the Executive's outstanding
options which are not immediately exercisable to vest and become immediately
exercisable and the restrictions on equity held by the Executive which are
scheduled to lapse solely through the passage of time to lapse (such events
collectively referred to as "Acceleration of Equity Rights").
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(b) For purposes of this Agreement, a "Change of Control"
shall be deemed to occur if (i) there shall be consummated (x) any
consolidation, reorganization or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's common stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's common stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (y) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (ii) the stockholders of the Company shall
approve any plan or proposal for liquidation or dissolution of the Company, or
(iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act, including any "group" (as defined in Section 13(d)(3) of the
Exchange Act) (other than the Executive or any group controlled by the
Executive)) shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of twenty percent (20%) or more of the Company's
outstanding common stock (other than pursuant to a plan or arrangement entered
into by such person and the Company) and such person discloses its intent to
effect a change in the control or ownership of the Company in any filing with
the Securities and Exchange Commission, or (iv) within any twenty-four (24)
month period beginning on or after the Effective Date, the persons who were
directors of the Company immediately before the beginning of such period (the
"Incumbent Directors") shall cease (for any reason other than death, disability
or retirement) to constitute at least a majority of the Board or the board of
directors of any successor to the Company, provided that, any director who was
not a director as of the Effective Date shall be deemed to be an Incumbent
Director if such director was elected to the Board by, or on the recommendation
of or with the approval of,
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at least two-thirds of the directors who then qualified as Incumbent Directors
either actually or by prior operation of this Section 3.3(b)(iv) unless such
election, recommendation or approval was the result of any actual or threatened
election contest of the type contemplated by Regulation 14a-11 promulgated under
the Exchange Act or any successor provision.
3.4 Severance. (a) If the Executive resigns for Good Reason, or is
terminated without Cause or at the end of the term hereof, or if the Company
gives the Executive notice of its intention not to extend the Term, in
accordance with Article II, the Company shall cause an immediate Acceleration of
Equity Rights in favor of the Executive. In addition, the Company shall pay the
Executive an amount (the "Severance Amount") equal to two and one-half (2.5)
times the sum of (1) his Salary in the year of Termination or the immediately
preceding year, whichever is greater; and (2) the Bonus Amount which shall be
the greater of i) the Executive's Bonus in the year of termination or in the
immediately preceding calendar year, whichever is greater. Such Severance Amount
shall be payable in cash as follows:
(x) no later than 10 days after the effective date of
Executive's termination, the Company shall pay the Executive one-half
(1/2) of the Severance Amount in a lump sum;
(y) commencing on the first day of the month following the
effective date of Executive's termination and on the first day of the
month thereafter for a period of twenty-four (24) months, the Company
shall pay the remaining one-half (1/2) of the Severance Amount to the
Executive in equal monthly installments;
provided, however, that if the Executive's employment terminates other than for
Cause, within one (1) year following a Change of Control, the Company shall, in
lieu of the making the payments
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described in (x) and (y), pay the Executive the Severance Amount in one lump sum
cash payment within ten (10) days after the effective date of Executive's
termination.
In addition, for a period of thirty (30) months following the effective
date of the Executive's termination, the Company shall provide continued
employee benefits and coverage for the Executive and his dependents of the type
and at a level of coverage comparable to the coverage in effect at the time of
termination or the preceding year, whichever is greater ("Continued Benefits")
including, but not limited to those benefits and perquisites set forth in
Section 2.3 hereof. Such allowances, benefits and coverages, etc., to be not
less than those in effect on the Effective Date of Executive's termination or
the preceding year, whichever is greater. Notwithstanding the foregoing, if any
of the Continued Benefits or other benefits to be provided hereunder have been
decreased or otherwise negatively affected within twelve (12) months prior to
the effective date of the Executive's termination, the reference for measuring
such benefit shall be the date prior to such reduction rather than the date of
such termination.
3.5 Termination for Disability. (a) The Company may terminate the
Executive following a determination by the Chief Executive Officer that the
Executive has a Permanent Disability; provided, however, that no such
termination shall be effective (i) prior to the expiration of the six (6) month
period following the date the Executive first incurred the condition which is
the basis for the Permanent Disability or (ii) if the Executive begins to
substantially perform the significant aspects of his regular duties prior to the
proposed effective date of such termination. For purposes of this Agreement,
"Permanent Disability" shall mean the Executive's inability, by reason of any
physical or mental impairment, to substantially perform the significant aspects
of his regular duties, as contemplated by this Agreement, which inability is
reasonably contemplated to continue for at least
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one (1) year from its incurrence and at least ninety (90) days from the
effective date of the Executive's termination. Any question as to the existence,
extent, or potentiality of the Executive's Permanent Disability shall be
determined by a qualified independent physician selected by the Executive (or,
if the Executive is unable to make such selection, by an adult member of the
Executive's immediate family) and reasonably acceptable to the Company.
(b) If the Executive is terminated because of his Permanent
Disability, the Company shall provide for the Acceleration of Equity Rights and,
the Company shall, (i) for a period of twenty-four (24) months following the
effective date of such termination (the "Disability Period") pay the Executive
one hundred (100%) percent of his Salary plus Bonus Amount, offset by the
amount, if any, paid to the Executive under the salary replacement portion of
disability benefits paid under a disability plan or policy paid for by the
Company; and (ii) provide him with Continued Benefits during the Disability
Period.
3.6 Death or Disability After Termination. Should the Executive die or
become disabled before receipt of any or all payments to which the Executive is
entitled to under Section 3.4 (or in the case of the Executive's death following
his termination on account of Permanent Disability, before receipt of all
payments under Section 3.5) then the balance of the payments to which the
Executive is entitled shall continue to be paid to the Executive (in the case of
his disability) or to the executors or administrators of the Executive's estate
(in the event of the Executive's death); provided, however, that the Company
may, at any time within its discretion, accelerate any payments and pay the
Executive or his estate the present value of such payments in a lump sum cash
payment. For purposes of determining the present value under this Section 3.6,
the interest rate shall be the prime rate of Citibank, N.A.
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ARTICLE IV
COVENANTS OF THE EXECUTIVE
--------------------------
4.1 Confidential Information. In connection with his employment at the
Company, the Executive will have access to confidential information consisting
of some or all of the following categories of information:
(a) Financial Information, including but not limited to
information relating to the Company's earnings, assets, debts, prices,
pricing structure, volume of purchases or sales or other financial data
whether related to the Company or generally, or to particular products,
services, geographic areas, or time periods;
(b) Supply and Service Information, including but not limited
to information relating to goods and services, suppliers' names or
addresses, terms of supply or service contracts or of particular
transactions, or related information about potential suppliers to the
extent that such information is not generally known to the public, and
the extent that the combination of suppliers or use of a particular
supplier, though generally known or available, yields advantages to the
Company details of which are not generally known;
(c) Marketing Information, including but not limited to
information relating to details about ongoing or proposed marketing
programs or agreements by or on behalf of the Company, sales forecasts,
advertising formats and methods or results of marketing efforts or
information about impending transactions;
(d) Personnel Information, including but not limited to
information relating to employees' personnel or medical histories,
compensation or other terms of employment, actual or proposed
promotions, hirings, resignation, disciplinary actions, terminations or
reasons therefor, training methods, performance, or other employee
information; and
(e) Customer Information, including but not limited to
information relating to past, existing or prospective customers' names,
addresses or backgrounds, records of agreements and prices, proposals
or agreements between customers and the Company, status of customers'
accounts or credit, or related information about actual or prospective
customers as well as customer lists.
All of the foregoing are hereinafter referred to as "Trade Secrets."
The Company and the Executive consider their relation one of confidence with
respect to Trade Secrets. Therefore, during
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and after the employment by the Company, regardless of the reasons that such
employment ends, the Executive agrees:
(aa) To hold all Trade Secrets in confidence and not
discuss, communicate or transmit to others, or make any
unauthorized copy of or use the Trade Secrets in any capacity,
position or business except as it directly relates to the
Executive's employment by the Company;
(bb) To use the Trade Secrets only in furtherance of
proper employment related reasons of the Company to further
the interests of the Company;
(cc) To take all reasonable actions that the Company
deems necessary or appropriate, to prevent unauthorized use or
disclosure of or to protect the Company's interest in the
Trade Secrets; and
(dd) That any of the Trade Secrets, whether prepared
by the Executive or which may come into the Executive's
possession during the Executive's employment hereunder, are
and remain the property of the Company and its affiliates, and
all such Trade Secrets, including copies thereof, together
with all other property belonging to the Company or its
affiliates, or used in their respective businesses, shall be
delivered to or left with the Company.
This Agreement does not apply to (i) information that by means other
than the Executive's deliberate or inadvertent disclosure becomes known to the
public; (ii) disclosure compelled by judicial or administrative proceedings
provided the Executive affords the Company the opportunity to obtain assurance
that compelled disclosures will receive confidential treatment; and (iii)
information independently developed by the Executive, the development of which
was not a breach of this Agreement.
4.2 Non-Competition. (a) During the Term and for a period of
twenty-four (24) months thereafter (or in the event of the termination of
Executive's employment under any provision herein within one (1) year after a
Change of Control, for a period of one (1) year thereafter), the Executive
agrees that he will not, without the express written consent of the Company, for
the Executive or on
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behalf of any other person, firm, entity or other enterprise (i) directly or
indirectly solicit for employment or recommend to any subsequent employer of the
Executive the solicitation for employment of any person who, at the time of such
solicitation is employed by Company or any affiliate thereof, (ii) directly or
indirectly solicit, divert, or endeavor to entice away any customer of the
Company or any affiliate thereof, or otherwise engage in any activity intended
to terminate, disrupt, or interfere with the Company's or any affiliate's
relationship with a customer, supplier, lessor or other person, or (iii) be
employed by, be a director, officer or manager of, act as a consultant for, be a
partner in, have a proprietary interest in, give advice to, loan money to or
otherwise associate with, any person, enterprise, partnership, association,
corporation, joint venture or other entity which is directly or indirectly in
the business of owning, operating or managing any (1) healthcare facility or
business, including but not limited to, any subacute healthcare facility,
rehabilitation hospital, nursing home, or home health care business, or (2) any
other business similar to a business which is or was owned, operated or managed
by the Company during the Term or during the period that this Section 4.2 shall
apply to the Executive, unless such business comprises (and has during the
preceding twelve (12) month period comprised) less than five percent (5%) of the
Company's gross revenues; and, in the case of any facility or business
described, in either case, which competes with any such type of facility or
business then operated by the Company or any of its subsidiaries. This provision
shall not be construed to prohibit the Executive from owning up to 10% of the
outstanding voting shares of the equity securities of any company whose common
stock is listed for trading on any national securities exchange or on the NASDAQ
System or serving as a director of any such company. The provisions of this
Section 4.2 shall only apply to businesses and operations located in, or
otherwise conducted in, the United States.
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4.3 Remedies For Breach of Article IV. In the event that the Executive
materially violates the covenants contained in this Article IV, after his
termination of employment under circumstances which entitle him to payments or
benefits under Section 3.4, the Company may, at its election, upon ten (10)
days' prior notice, terminate the Severance Period and cease providing the
Executive with such payments and benefits. In addition, the Executive
acknowledges and agrees that the amount of damages in the event of the
Executive's breach of this Article IV will be difficult, if not impossible, to
ascertain. The Executive therefore agrees that the Company, in addition to, and
without limiting any other remedy or right it may have, shall have the right to
an injunction enjoining any breach of the covenants made by the Executive in
this Article IV.
ARTICLE V
AMENDMENT AND ASSIGNMENT
------------------------
5.1 Right of the Executive to Assign. The Executive may not assign,
transfer, pledge or hypothecate or otherwise transfer his rights, obligations,
interests and benefits under this Agreement and any attempt to do so shall be
null and void.
5.2 Right of Company to Assign. This Agreement shall be assignable and
transferable by the Company and any such assignment or transfer shall inure to
the benefit of and be binding upon the Executive, the Executive's heirs and
personal representatives, and the Company and its successors and assigns. The
Executive agrees to execute all documents necessary to ratify and effectuate
such assignment. An assignment of this Agreement by the Company shall not
release the Company from its monetary obligations under this Agreement.
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5.3 Amendment/Waiver. No change or modification of this Agreement shall
be valid unless it is in writing and signed by both parties hereto. No waiver of
any provisions of this Agreement shall be valid unless in writing and signed by
the person or party to be charged.
ARTICLE VI
GENERAL
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6.1 Governing Law. This Agreement shall be subject to and governed by
the laws of the State of Maryland.
6.2 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Company and the Executive and their respective heirs, legal
representatives, executors, administrators, successors and permitted assigns.
6.3 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes the Prior Agreement and all other prior
agreements, either oral or written, between the parties hereto; provided,
however, that this Agreement does not supersede any agreements pertaining to
stock options which have been granted as of the Effective Date, except to the
extent that any such option agreement contains provisions which are contrary to
the provisions of this Agreement (including provisions regarding the
Acceleration of Equity Rights).
6.4 Mitigation. The Executive shall not be required to mitigate damages
or the amount of any payment provided for under this Agreement by seeking other
employment or otherwise nor may any payments provided for under this Section be
reduced by any amounts earned by the Executive, except as provided in Article
IV.
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6.5 Survivorship. The respective rights and obligations of the parties
hereunder shall survive the termination of this Agreement to the extent
necessary to preserve the rights and obligations of the parties under this
Agreement.
6.6 Notices. All notices, demands, requests, consents, approvals or
other communications required or permitted hereunder shall be in writing and
shall be delivered by hand, registered or certified mail with return receipt
requested or by a nationally recognized overnight delivery service, in each case
with all postage or other delivery charges prepaid, and to the address of the
party to whom it is directed as indicated below, or to such other address as
such party may specify by giving notice to the other in accordance with the
terms hereof. Any such notice shall be deemed to be received (i) when delivered,
if by hand, (ii) on the next business day following timely deposit with a
nationally recognized overnight delivery service or (iii) on the date shown on
the return receipt as received or refused or on the date the postal authorities
state that delivery cannot be accomplished, if sent by registered of certified
mail, return receipt requested.
If to the Company: Integrated Health Services, Inc.
00000 Xxx Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxx
If to the Executive: C. Xxxxxxxxx Xxxxxx
-------------------------------
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6.7 Indemnification. The Company agrees to maintain Director's and
Officer's liability insurance at a level not less than the level in effect on
the Effective Date, or to the extent such level is increased during the Term, at
such increased level; provided, however, that the level of insurance may be
decreased with the Executive's consent. To the extent not covered by such
liability insurance,
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the Company shall indemnify and hold the Executive harmless to the fullest
extent permitted by Delaware law against any judgments, fines, amounts paid in
settlement and reasonable expenses (including reasonable attorneys' fees), and
advance amounts necessary to pay the foregoing at the earliest time and to the
fullest extent permitted by law, in connection with any claim, action or
proceeding (whether civil or criminal) against the Executive as a result of his
serving as an officer or director of the Company or in any capacity at the
request of the Company in or with regard to any other entity, employee benefit
plan or enterprise. This indemnification shall be in effect during the Term and
thereafter and shall be in addition to and not in lieu of any other
indemnification rights the Executive may otherwise have.
6.8 Attorneys' Fees. Upon presentation of an invoice, the Company shall
pay directly or reimburse the Executive for all reasonable attorneys' fees and
costs incurred by the Executive:
(a) in connection with the negotiation, preparation and
execution of this Agreement; and
(b) in connection with any dispute brought by the Executive
over the terms of this Agreement unless there is a determination that
the Executive had no reasonable basis for his claim.
6.9 Arbitration. Except as otherwise provided in Section 4.3, any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a panel of three
arbitrators in Baltimore, Maryland, in accordance with the rules of the American
Arbitration Association then in effect, and judgement may be entered on the
arbitrators' award in any court having jurisdiction. The Company shall pay all
costs of the American Arbitration Association and the arbitrator. Each party
shall select one arbitrator, and the
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two so designated shall select a third arbitrator. If either party shall fail to
designate an arbitrator within seven (7) days after arbitration is requested, or
if the two arbitrators shall fail to select a third arbitrator within fourteen
(14) days after arbitration is requested, then an arbitrator shall be selected
by the American Arbitration Association upon application of either party.
Notwithstanding the foregoing, the Executive shall be entitled to seek specific
performance from a court of the Executive's right to be paid until the date of
termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement and the Company shall have the right to obtain
injunctive relief from a court.
6.10 Severability. No provision in this Agreement if held unenforceable
shall in any way invalidate any other provisions of this Agreement, all of which
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its duly authorized officers and its corporate seal to be hereunto affixed,
and the Executive has hereunto set the Executive's hand on the day and year
first above written.
COMPANY EXECUTIVE
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Integrated Health Services, Inc.,
a Delaware corporation
/s/ C. Xxxxxxxxx Xxxxxx
By:___________________________________ ______________________________
C. Xxxxxxxxx Xxxxxx
Name:_________________________________
Title:________________________________
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