Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of the 1st day of January, 2002,
by and between SELECT MEDICAL CORPORATION, a Delaware corporation ("Company"),
having an address at 0000 Xxx Xxxxxxxxxx Xxxx, P. O. Xxx 0000, Xxxxxxxxxxxxx, XX
00000, and XXXXX X. XXXXXXXXX, an individual ("Consultant"), having an address
at 0000 Xxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
BACKGROUND:
A. Company and certain of its affiliates are in the business of
operating medical facilities and businesses throughout the United States and
Canada (collectively, the "Business").
B. Consultant is an attorney experienced in providing regulatory advice
and government relations services.
C. Company desires to retain Consultant as an independent contractor to
provide services to the Business, and Consultant desires to be retained by
Company to render such services in connection with the Business, on the terms
and conditions specified below.
D. The parties hereto now desire to enter into this Agreement, which
contains the terms and conditions pursuant to which Company will engage
Consultant as an independent contractor.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and promises herein contained and intending to be legally bound
hereby, covenant and agree as follows:
1. Scope of Services. Subject to the terms and conditions hereinafter
provided, Company engages Consultant to provide regulatory advice and government
relations services as such services are from time to time identified by
Company's Chief Executive Officer ("CEO") with the concurrence of Consultant.
During the term of this Agreement, Consultant shall report to the CEO. If agreed
upon between the CEO and Consultant, Consultant will perform such additional or
different duties and services appropriate to Consultant's abilities. Consultant
shall at all times comply with, and be subject to, such reasonable policies,
procedures, rules and regulations as Company may establish from time to time. It
is agreed by the parties hereto that all materials, concepts, systems and
documents developed by Consultant hereunder (or by Company, its employees,
affiliates or separate consultants) shall be and remain the exclusive property
of Company, shall be treated as confidential, shall not be disclosed to others
and, except to the extent consented to by Company in writing, shall not be
utilized by Consultant for the benefit of Consultant or any third party.
2. Term. The services to be performed by Consultant under this
Agreement shall be performed during the period commencing January 1, 2002, and,
unless this
Agreement shall be terminated in accordance with Section 9 hereof,
ending on December 31, 2002.
3. Consideration and Payment. As consideration for the services to be
performed by Consultant hereunder, Company shall pay to Consultant One Thousand
Five Hundred Dollars ($1,500) per month.
4. Expense Reimbursement. Consultant shall be entitled to reimbursement
for reasonable and necessary travel expenses incurred by Consultant in
connection with the services provided under this Agreement.
5. Independent Contractor. In all matters relating to this Agreement,
Consultant shall be acting as an independent contractor and not as employee of
Company. Accordingly, Consultant shall not be deemed an employee for any purpose
whatsoever within the meaning or application of any federal or state
unemployment or insurance laws or workers' compensation laws, or otherwise.
Consultant shall not be entitled to any of the benefits afforded to employees of
Company or any consideration not specified in this Agreement. Consultant shall
assume full responsibility for making declarations of estimated income and
making all necessary payments to the federal and/or state government on account
of income tax withholding and/or social security to the extent that such
payments are required by law to be made. Consultant shall not have any authority
to assume or create any obligation, express or implied, on behalf of Company,
nor shall Consultant have authority to represent himself as an agent, employee
or in any other capacity, of Company.
6. Conflict of Interest. Except as otherwise provided herein, during
the Term of this Agreement Consultant shall not act as an agent, consultant or
in a liaison capacity or as an officer, employee or representative of any
competitor or prospective competitor of Company or its affiliates without the
prior written approval of Company. Consultant hereby warrants that there is no
conflict of interest in Consultant's other employment or consulting contracts,
if any, with activities to be performed hereunder, and Consultant shall advise
Company if a conflict of interest arises in the future. Consultant represents
and warrants that the services to be performed under this Agreement shall not
result in a conflict of interest prohibited by federal or state laws or
regulations.
7. Confidential Matters. Consultant shall keep in strictest confidence
all information that may be acquired in connection with, or as a result of, this
Agreement. During the Term and at all times thereafter, Consultant shall not,
without the prior written consent of Company, publish, communicate, divulge,
disclose or use any information which has been designated by Company as
proprietary or which Company, based on the surrounding circumstances, ought to
treat as proprietary. Upon the expiration or earlier termination of this
Agreement, Consultant shall deliver to Company all Business records, data,
information and other documents, together with all copies thereof.
8. Assignment. This Agreement is for personal services and shall not be
transferred or assigned by Consultant or Company without the prior written
consent of the
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other party. Notwithstanding the foregoing, Company may assign this Agreement to
its parent corporation or a subsidiary or affiliate of Company without
Consultant's prior written consent.
9. Termination. Either Company or Consultant may terminate this
Agreement at any time, without cause, after giving the other party hereto thirty
(30) days' prior written notice thereof.
10. Applicable Law. Any controversy or claim arising out of or relating
to this Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
11. Notices. Any notice required to be given hereunder shall be deemed
to have been sufficiently given either when served personally or when sent by
first-class mail addressed to the party for whom the notice is intended at such
party's address set forth in this Agreement.
12. Entire Agreement. This Agreement supersedes all prior oral and
written agreements, if any, between the parties and constitutes the entire
agreement between the parties with respect to the matters contained herein.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and such counterparts together
shall constitute one and the same instrument.
14. Severability. If any provision of this Agreement or the application
of any provision hereof to any person, entity or circumstance is held invalid,
the remainder of this Agreement and the application of such provision to other
persons, entities or circumstances shall not be affected unless the invalid
provision substantially impairs the benefits of the remaining provision of this
Agreement.
IN WITNESS WHEREOF, Company and Consultant have caused this Agreement
to be duly executed as of the day and year first above written.
SELECT MEDICAL CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
_________________________
Xxxxxx X. Xxxxxxxx,
CEO & President
/s/ Xxxxx X. Xxxxxxxxx
_________________________
XXXXX X. XXXXXXXXX
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