EXHIBIT 10.22
EMPLOYMENT AGREEMENT
This Employment Agreement (this "AGREEMENT") is made and entered into as
of July 21, 2005 (the "Effective Date"), by and between Rainier Home Health Care
Pharmacy, Inc., a Washington corporation (the "COMPANY"), and Xxxx X. Xxxx, a
resident of the State of Washington (the "EMPLOYEE").
RECITALS
A. Employee is expected to continue to make a major contribution to the
profitability, growth and financial strength of the Company.
B. The Company and Employee have determined that it is in their respective
best interest to enter into this Agreement on the terms and conditions as set
forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts
employment by the Company, upon the terms and conditions set forth in this
Agreement.
2. DUTIES. Employee shall serve as President of the Company and agrees to be
subject to the general supervision, orders, advice and direction of the Chairman
of the Board of Directors for the Company (the "CHAIRMAN") in a manner
consistent with The Certificate of Incorporation and By-Laws of the Company. As
President, Employee shall be entitled to enter into agreements for the purchase
or sale of products and services in the ordinary course of the Company's
business and shall have the ability to hire and fire employees of the Company.
Employee shall not be obligated to receive any training from the Company in
connection with his duties hereunder.
3. EXTENT OF SERVICES. During the term of Employee's employment hereunder,
Employee shall devote his full working time and efforts to the performance of
his duties and the furtherance of the interests of the Company and shall not be
otherwise employed; provided, however, that Employee's ownership of a property
management business and other entities that own real estate shall not be
considered a violation of this Section 3.
4. TERM. Subject to the provisions for termination in Section 6 below, the
initial term of employment of Employee under this Agreement shall
be three (3) years from and after the Effective Date (the "INITIAL TERM") and it
shall automatically renew annually for successive one (1) year periods (each, a
"RENEWAL TERM"), unless the Company or Employee elects not to renew this
Agreement by serving written notice of such intention not to renew on the other
party at least ninety (90) days prior to the end of the Employment Term (as
hereinafter defined). If such an election is made, this Agreement shall be in
full force and effect for the remaining portion of the Employment Term,
subject to the provisions for termination in Section 6 of this Agreement. Any
reference in this Agreement to the "EMPLOYMENT TERM" shall mean the period
beginning on the date hereof and continuing until Employee's employment is
terminated under the terms of this Agreement.
5. COMPENSATION AND BENEFITS.
5.1 SALARY. In consideration of the services rendered to the Company
hereunder by Employee and Employee's covenants hereunder, the Company shall,
during the Employment Term, pay Employee a salary at the annual rate of
$180,000, less statutory deductions and withholdings, payable in accordance with
the Company's regular payroll practices. In addition, Employee will be eligible
to receive an annual salary increase in an amount to be determined by the
Chairman.
5.2 BONUS. Employee will receive bonuses based upon his performance in his
capacity as an employee and manager of the Company during the Employment Term.
The Employee's bonus for calendar year 2005 shall be an amount equal to the
lesser of (i) $150,000, or (ii) the Company's actual EBITDA for calendar year
2005 minus the Company's target EBITDA for such year of $1,800,000. The
Employee's bonus for calendar year 2006 shall be an amount equal to the lesser
of (v) $150,000, or (vi) the Company's actual EBITDA for calendar year 2006
minus the Company's target EBITDA for such year of 2,160,000. The Employee's
bonus for calendar year 2007 shall be an amount equal to the lesser of (x)
$150,000, or (xi) the Company's actual EBITDA for calendar year 2007 minus the
Company's target EBITDA for such year of $2,592,000. If the Company's target
EBITDA for any calendar year exceeds actual EBITDA for such year, then no bonus
shall be paid to Employee for such year. Actual EBITDA shall be calculated by
the Company no later than 120 days after the end of each calendar year, and the
bonus shall be paid no later than 10 business days after EBITDA is calculated by
the Company.
5.3 BENEFITS PACKAGE. During the Employment Term, Employee shall be
entitled to participate in the Company's corporate, medical and disability
insurance plans. Employee shall be entitled to all other fringe benefits
generally provided for salaried employees of the Company as provided under the
Company's fringe benefit programs.
5.4 STOCK OPTION. Employee shall be entitled to options to purchase 50,000
shares of Standard Management Corporation ("SMC") under the Standard Management
Corporation 2002 Stock Incentive Plan (THE "PLAN"). In addition, Employee shall
be entitled to receive options to purchase additional shares of SMC under the
Plan at the discretion of SMC's Stock Option Committee.
5.5 VACATION. Employee shall be entitled to the greater of (a) 20 days
paid time off ("PTO") for each year of the Employment Term; and (b) the number
of PTO days to which Employee would be entitled in accordance with the Company's
PTO policy and years of service with the Company or it affiliates. Employee
shall receive credit for his prior years of service to the Company and its
predecessor in interest.
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5.6 EXPENSES. The Company shall, during the Employment Term, reimburse
Employee for all reasonable travel, business entertainment and other business
expenses incurred by Employee in rendering services under this Agreement. Such
reimbursement shall be subject to compliance with the applicable policies and
procedures established by the Company.
5.7 BOARD OF DIRECTORS. During the Employment Term, Employee may serve, or
select another person to serve, on the Board of Directors of the Company. Upon
the termination of Employee's employment under this Agreement, the director
selected by Employee shall resign from the Company's Board of Directors.
6. TERMINATION. Employee's employment and this Agreement (except as otherwise
provided hereunder) shall terminate upon the occurrence of any of the following,
at the time set forth therefor (the "TERMINATION DATE"):
6.1 DEATH OR DISABILITY. Immediately upon the death of Employee or a
determination by the Company that Employee has ceased to be able to perform the
essential functions of his duties, with or without reasonable accommodation, for
a period of not less than ninety (90) days, due to a mental or physical illness
or incapacity (termination pursuant to this Section 6.1 being referred to herein
as termination for "DEATH OR DISABILITY").
6.2 TERMINATION FOR GOOD REASON. Thirty (30) days following Employee's
written notice to the Company of termination of employment as a result of (a)
the Company's material breach of this Agreement or a material breach of the
Merger Agreement (as hereinafter defined), if the Company fails to cure such
breach within such thirty (30) day period, (b) a substantial diminution not
consented to by Employee, in the nature or scope of Employee's responsibilities,
authorities, powers, functions or duties, or (c) the Company's principal
executive offices are moved outside, or if the Employee is relocated outside the
geographic area consisting, of King County, Washington and the counties
contiguous to King County, Washington ("GOOD REASON").
6.3 VOLUNTARY TERMINATION. Thirty (30) days following Employee's written
notice to the Company of termination of employment other than for Good Reason
("VOLUNTARY TERMINATION").
6.4 TERMINATION FOR CAUSE. Immediately following notice of termination for
Cause (as hereinafter defined), which notice shall specify such Cause, given by
the Company (termination pursuant to this Section 6.4 being referred to herein
as termination for Cause). As used herein, "CAUSE" means (a) termination based
on Employee's conviction or plea of "guilty" or "no contest" to any crime
constituting a felony in the jurisdiction in which committed, any crime
involving moral turpitude (whether or not a felony), or any other crime
involving dishonesty or willful misconduct that materially injures the Company
(whether or not a felony); (b) Employee's failure or refusal to perform his
duties at all or in an acceptable manner as reasonably determined in the sole
discretion of the Company, (c) Employee's failure or refusal to follow the
lawful orders, advice, directions, policies, standards and regulations of the
Company and its Chairman,
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as promulgated from time to time; (d) Employee's material breach of this
Agreement; (e) misconduct by Employee that has or could discredit or damage the
Company; (f) an act or acts of fraud or dishonesty by Employee resulting in or
tending to result in gain to or personal enrichment of Employee at the Company's
expense; (g) Employee's indictment for a felony violation of the federal
securities laws; or (h) Employee's chronic absence from work for reasons other
than illness.
6.5 TERMINATION WITHOUT CAUSE. Thirty (30) days following notice to
Employee of termination for any reason other than Cause, notwithstanding any
other provisions contained herein, including, but not limited to Section 4
above; provided, however, that during any such thirty (30) day notice period,
the Company may suspend, with no reduction in pay or benefits, Employee from his
duties as set forth herein (including, without limitation, Employee's position
as a representative and agent of the Company) (termination pursuant to this
Section 6.4 being referred to herein as termination "WITHOUT CAUSE").
6.6 TERMINATION UPON CHANGE OF CONTROL. Upon notice to Employee of
termination within six (6) months following a change of control (as defined
below) for any reason other than termination for Death or Disability or
termination for Cause ("TERMINATION UPON CHANGE OF CONTROL").
As used in this Agreement, the term "change of control" means: (a) a change of
ownership of 50% or more of the shares of voting stock of the Company by any
person or group (other than a person or group including Employee or with whom or
which Employee is affiliated), (b) the occurrence of a "change of control"
required to be described under the proxy disclosure rules of the Securities and
Exchange Commission or (c) any person or group is or becomes a beneficial owner,
directly or indirectly, of securities of the Company representing more than
fifty percent (50%) of the combined voting power of the Company's
then-outstanding securities.
6.7 OTHER REMEDIES. Termination pursuant to Section 6.4 above shall be in
addition to and without prejudice to any other right or remedy to which the
Company may be entitled at law, in equity, or under this Agreement.
7. SEVERANCE AND TERMINATION.
7.1 VOLUNTARY TERMINATION, TERMINATION FOR CAUSE, TERMINATION FOR DEATH OR
DISABILITY. In the case of Employee's Voluntary Termination of employment
hereunder in accordance with Section 6.3 above or a termination of Employee's
employment hereunder for Cause in accordance with Section 6.4 above, (a)
Employee shall not be entitled to receive payment of, and the Company shall have
no obligation to pay, any severance or similar compensation attributable to such
termination, other than salary earned but unpaid, accrued but unused vacation to
the extent required by the Company's policies, vested benefits under any
employee benefit plan, and any unreimbursed expenses pursuant to Section 5.6
hereof incurred by Employee as of the Termination Date, (b) the Company will not
be obligated to make any further payments on the Earn-Out (as defined in
Agreement and Plan of Merger dated July ___, 2005 by
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and among Standard Management Corporation, Rainier Acquisition Corporation, the
Company, Employee, Xxxxxxx X. Xxxxxxx-Xxxx and The Xxxxxxxx Xxxx Irrevocable
Trust, u/a/d 8/23/2004 ("MERGER AGREEMENT"), and (c) the Company's obligations
under this Agreement shall immediately cease.
7.3 TERMINATION FOR DEATH OR DISABILITY. In the case of a termination of
Employee's employment hereunder for Death or Disability in accordance with
Section 6.1 above, (a) Employee shall not be entitled to receive payment of, and
the Company shall have no obligation to pay, any severance or similar
compensation attributable to such termination, other than salary earned but
unpaid, accrued but unused vacation to the extent required by the Company's
policies, vested benefits under any employee benefit plan, and any unreimbursed
expenses pursuant to Section 5.6 hereof incurred by Employee as of the
Termination Date, and (b) the Company's obligations under this Agreement shall
immediately cease.
7.4 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Subject to the
provisions set forth in this Agreement, in the case of a (a) termination of
Employee's employment hereunder for Good Reason in accordance with Section 6.2
above or (b) termination of Employee's termination hereunder Without Cause,
unless such termination is also a Termination Upon Change of Control, in
accordance with Section 6.4 above, the Company shall pay Employee, the greater
of twelve (12) months' salary or the salary due for the remainder of the Initial
Term or Renewal Term, as applicable (thereinafter the "SEVERANCE PAYMENT"),
payable in installments in accordance with the Company's normal payroll
practices and subject to the tax withholding specified in Section 5.1 above. The
Company shall also provide Employee with health benefits equal to and under the
same terms as such benefits are provided to employees similarly situated to
Employee during the severance period, or pay the same level of premiums for such
benefits required of Employee under COBRA, 29 U.S.C. Section 1161, et seq.
(hereinafter "BENEFIT CONTINUATION"), throughout any period in which Employee
receives the Severance Payment under this Section 7.4 or until Employee receives
comparable benefits from any other source, whichever occurs first. Nothing
contained herein shall interfere with Employee's right to purchase continuation
coverage under COBRA. Any Benefit Continuation under this Agreement shall run
concurrently with any continuation coverage under COBRA.
The Company's obligation to pay and Employee's right to receive the
Severance Payment shall cease in the event of Employee's breach of his
obligations under Section 8 of this Agreement, as reasonably determined in the
sole discretion of the Company.
7.5 TERMINATION UPON CHANGE OF CONTROL. In the event the Employee is
Terminated Upon Change of Control, the Employee shall be entitled to a severance
payment consisting of twelve (12) months salary. In addition, Employee shall
continue to be entitled to all benefits throughout the twelve (12) month
severance period.
7.6 SEVERANCE CONDITIONED ON RELEASE OF CLAIMS. The Company's obligation
to provide Employee with the benefits set forth in Sections 7.1, 7.4 and 7.5
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above is contingent upon Employee's execution of a release, reasonably
satisfactory to the Company, of all claims Employee may have against the Company
and SMC.
8. TECHNICAL INFORMATION, CONFIDENTIALITY, NON-SOLICITATION, AND
NON-COMPETITION.
8.1 TECHNICAL INFORMATION. Employee agrees that during the Employment Term
and for a period of one year thereafter, (for the purpose of perfecting
ownership) he will (a) assign to the Company or its nominees all of his right,
title and interest in and to all "Technical Information" (as hereinafter
defined) that he made, developed or conceived, either alone or in conjunction
with others during the Employment Term; (b) disclose promptly to the Company all
such Technical Information; and (c) cooperate with the Company in its efforts to
protect its or any of its affiliates' or subsidiaries' rights of ownership in
such Technical Information. For purposes of this Contract, "TECHNICAL
INFORMATION" shall mean and include, but not be limited to, all software,
processes, devices, trademarks, trade names, copyrights, marketing plans,
improvements, and ideas relating to the business of the Company, or any of its
affiliates or subsidiaries, and all goodwill associated with any such item.
8.2 CONFIDENTIALITY. The Employee agrees that he shall not, directly or
indirectly, use, make available, sell, disclose or otherwise communicate to any
person, other than in the course of the Employee's assigned duties and for the
benefit of the Company, either during the Employment Term or at any time
thereafter, any nonpublic, proprietary or confidential information, knowledge,
data or trades secrets (including, but not limited to, the identity and needs of
any customer of the Company, or any of its affiliates or subsidiaries, the
method and techniques of any of the business of the Company, or any of its
affiliates or subsidiaries, the marketing, sales, costs and pricing plans and
objectives of the Company, or any of its affiliates or subsidiaries, the
problems, developments, research records, and Technical Information) of the
Company or any of its subsidiaries, affiliated companies or businesses. The
foregoing shall not apply to information that (a) was known to the public prior
to its disclosure to the Employee; (b) becomes known to the public subsequent to
disclosure to the Employee through no wrongful act of the Employee or any
representative of the Employee; or (c) the Employee is required to disclose by
applicable law, regulation or legal process (provided that the Employee provides
the Company with prior notice of the contemplated disclosure and reasonably
cooperates with the Company at its expense in seeking a protective order or
other appropriate protection of such information). Notwithstanding clauses (a)
and (b) of the preceding sentence, the Employee's obligation to maintain such
disclosed information in confidence shall not terminate where only portions of
the information are in the public domain. Furthermore, Employee shall deliver
promptly to the Company upon termination of his employment, or at any time the
Company may so request, all memoranda, notes, records, reports, manuals,
software, models, designs, and other documents and computer records (and all
copies thereof) relating to the business of the Company or any of its affiliates
or subsidiaries, and all property associated therewith, which he may then
possess or have under his control. This Agreement supplements and does not
supersede Employee's obligations under statute or the common law to protect
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the Company's or any of its affiliates' or subsidiaries' trade secrets and
confidential information.
8.3 NON-SOLICITATION. During the Employment Term and for a period of two
(2) years thereafter (regardless of the reason for the separation), the Employee
agrees that he will not, directly or indirectly, individually or on behalf of
any other person, firm, corporation or other entity, knowingly (a) solicit, aid
or induce any employee of the Company or any of its subsidiaries or affiliates
to leave such employment to accept employment with or render services to or with
any other person, firm, corporation or other entity unaffiliated with the
Company or knowingly take any action to materially assist or aid any other
person, firm, corporation or other entity in identifying or hiring any such
employee, (b) hire or engage as a consultant, independent contractor or in a
similar capacity, any person who is (or was during the preceding 12-month
period) an employee, independent contractor or consultant of the Company, or (c)
solicit, aid or induce any customer of the Company or any of its subsidiaries or
affiliates to purchase goods or services then sold by the Company or any of its
subsidiaries or affiliates from another person, firm, corporation or other
entity or assist or aid any other persons or entity in identifying or soliciting
any such customer.
8.4 NON-COMPETITION. During the Employment Term and for a period of one
(1) year thereafter (regardless of the reason for the separation), Employee
shall not, anywhere in the areas described in Exhibit A, directly or indirectly,
invest in, own, or operate any person engaged in any business that is directly
competitive with the business of the Company; provided, however, that Employee
may purchase or otherwise acquire up to (but not more than) five percent (5%) of
any class of the securities of any entity if such securities are listed on any
national or regional securities exchange or have been registered under Section
12(g) of the Securities Exchange Act of 1934. The Employee acknowledges that the
provisions of this Section 8.4 shall be in addition to, and shall not relieve
the Employee of, his non-competition obligations under Section 9.2(b) of the
Agreement and Plan of Merger dated as of July ___, 2005 by and among Standard
Management Corporation, the Company, the Employee, Xxxxxxx X. Xxxxxxx Xxxx and
the Xxxxxxxx Xxxx Irrevocable Trust, u/a/d 8/23/2004.
8.5 EQUITABLE RELIEF, OTHER REMEDIES, AND JURISDICTION. The Employee
acknowledges and agrees that the Company's remedies at law for a breach or
threatened breach of any of the provisions of this Section 8.5 would be
inadequate and, in recognition of this fact, the Employee agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at law,
the Company shall be entitled to seek equitable relief in the form of specific
performance, temporary restraining order, a temporary or permanent injunction or
any other equitable remedy which may then be available. With respect to any
suit, action, or other proceeding for equitable relief under this Section 8.5,
the Company and Employee hereby irrevocably agree to the exclusive personal
jurisdiction and venue of the United States District Court for the Southern
District of Indiana (and any Indiana State Court within Xxxxxx County, Indiana).
8.6 REFORMATION. If it is determined by a court of competent jurisdiction
(or the arbitrators pursuant to Section 10.6) that any restriction in this
Section 8 is excessive
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in duration or scope or is unreasonable or unenforceable under the laws of that
state, it is the intention of the parties that such restriction may be modified
or amended by the court to render it enforceable to the maximum extent permitted
by the law of that state.
8.7 SURVIVAL OF PROVISIONS. The obligations contained in this Section 8
shall survive the termination or expiration of the Employee's employment with
the Company and shall be fully enforceable thereafter.
9. REPRESENTATIONS AND WARRANTIES BY EMPLOYEE. Employee represents and warrants
to the Company that (a) this Agreement is valid and binding upon and enforceable
against him in accordance with its terms, (b) Employee is not bound by or
subject to any contractual or other obligation that would be violated by his
execution or performance of this Agreement, including, but not limited to, any
non-competition agreement presently in effect, and (c) Employee is not subject
to any pending or, to Employee's knowledge, threatened claim, action, judgment,
order, or investigation that could adversely affect his ability to perform his
obligations under this Agreement or the business reputation of the Company.
Employee has not entered into, and agrees that he will not enter into, any
agreement either written or oral in conflict herewith.
10. MISCELLANEOUS.
10.1 NOTICES. All notices, requests, and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally against written receipt or by facsimile transmission with answer back
confirmation or mailed (postage prepaid by certified or registered mail, return
receipt requested) or by overnight courier to the parties at the following
addresses or facsimile numbers:
If to the Employee, to:
Xxxx X. Xxxx
0000 X Xxxxxx Xxxx Xxx. Xxxxx
Xxxxxxx, XX 00000
FAX:
If to the Company, to:
Rainier Home Health Care Pharmacy, Inc.
00000 X. Xxxxxxxxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Secretary
FAX: 000-000-0000
All such notices, requests and other communications will (a) if delivered
personally to the address as provided in this Section 10.1, be deemed given upon
delivery, (b) if delivered by facsimile transmission to the facsimile number as
provided in this Section 10.1, be deemed given upon receipt, and (c) if
delivered by mail in the manner described above to the address as provided in
this Section 10.1, be deemed given upon receipt (in each case regardless of
whether such notice, request, or other communication is received by any other
person to whom a copy of such notice, request or other communication is to be
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delivered pursuant to this Section 10.1). Any party from time to time may change
its address, facsimile number, or other information for the purpose of notices
to that party by giving written notice specifying such change to the other
parties hereto.
10.2 AUTHORIZATION TO BE EMPLOYED. This Agreement, and Employee's
employment hereunder, is subject to Employee providing the Company with legally
required proof of Employee's authorization to be employed in the United States
of America.
10.3 ENTIRE AGREEMENT. This Agreement supersedes all prior discussions and
agreements among the parties with respect to the subject matter hereof and
contains the sole and entire agreement between the parties hereto with respect
thereto.
10.4 WAIVER. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such waiver
shall be effective unless set forth in a written instrument duly executed by or
on behalf of the party waiving such term or condition. No waiver by any party
hereto of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under
this Agreement or by law or otherwise afforded, will be cumulative and not
alternative.
10.5 AMENDMENT. This Agreement may be amended, supplemented, or modified
only by a written instrument duly executed by or on behalf of each party hereto.
10.6 ARBITRATION OF DISPUTES; INJUNCTIVE RELIEF. Any controversy or claim
arising out of or relating to this Agreement or the breach thereof, other than
injunctive relief under Section 8.5, shall be settled by binding arbitration in
the City of Indianapolis, Indiana, in accordance with the laws of the State of
Indiana, by three arbitrators, one of whom shall be appointed by the Company,
one by Employee and the third of whom shall be appointed by the first two
arbitrators. If the first two arbitrators cannot agree on the appointment of a
third arbitrator, then the third arbitrator shall be appointed by the Chief
Judge of the United States District Court for the Southern District of Indiana.
The arbitration shall be conducted in accordance with the rules of the American
Arbitration Association, except with respect to the selection of arbitrators,
which shall be as provided in this Section 10.6. Judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.
10.7 RECOVERY OF ATTORNEY'S FEES. In the event of any litigation or
arbitration arising from or relating to this Agreement, the prevailing party in
such litigation or arbitration proceedings shall be entitled to recover, from
the non-prevailing party, the prevailing party's reasonable costs and attorney's
fees, in addition to all other legal or equitable remedies to which it may
otherwise be entitled.
10.8 NO THIRD PARTY BENEFICIARY. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and the
Company's
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successors or assigns, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person.
10.9 NO ASSIGNMENT; BINDING EFFECT. Employee acknowledges that the
services to be rendered by him are unique and personal; accordingly, Employee
may not assign any of his rights or delegate any of his duties or obligations
under this Agreement. This Agreement shall inure to the benefit of any
successors or assigns of the Company.
10.10 HEADINGS; DEFINITIONS. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
10.11 SEVERABILITY. The Company and Employee intend all provisions of this
Agreement to be enforced to the fullest extent permitted by law. Accordingly, if
a court of competent jurisdiction determines that the scope and/or operation of
any provision of this Agreement is too broad to be enforced as written, the
Company and Employee intend that the court should reform such provision to such
narrower scope and/or operation as it determines to be enforceable. If, however,
any provision of this Agreement is held to be illegal, invalid, or unenforceable
under present or future law, and not subject to reformation, then (a) such
provision shall be fully severable, (b) this Agreement shall be construed and
enforced as if such provision was never a part of this Agreement, and (c) the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by illegal, invalid, or unenforceable provisions or by
their severance.
10.12 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana applicable to contracts
executed and performed in such state without giving effect to conflicts of laws
principles.
10.13 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first written above.
"EMPLOYEE"
/s/ Xxxx X. Xxxx
---------------------------------------
Xxxx X. Xxxx
"COMPANY"
RAINIER HOME HEALTH CARE PHARMACY, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxx X. Xxxxx, Secretary
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
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