EXHIBIT 10.5(a)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter the "Agreement") is made as if entered
into as of the ___ day of ________, 199__ by and between Integrated Healthcare
Systems, Inc., a Delaware corporation and any and all subsidiaries (hereinafter
the "Company"); and _________, a _________ resident (hereinafter "Executive").
WITNESSETH
The Company and Executive hereby agree as follows:
1 . Retention. The Company hereby engages the Executive to render his services
to perform fully the duties to the Company called for hereunder during the terms
of this Agreement, and the Executive hereby accepts such employment and agrees
to render all services and perform such duties called for hereunder to the best
of his ability and to devote such time, energies and skills to such services and
duties as are required to perform such service and duties.
2. Duties and Services. (a) Executive shall serve as __________________________
of the Company. Executive shall perform such duties and services as are
customarily performed by an official in these capacities and such other
functions as may from time to time be designated by the Board of Directors of
the Company consistent with the above office. Executive shall report directly to
the Chief Executive Officer.
(b) At the direction of the Board of Directors of the Company, Executive
may be assigned different and/or additional duties for either the Company or any
subsidiary of the Company; provided, however, that the nature of any and all
duties shall be similar in terms of responsibility and prestige to the nature of
the duties previously performed by Executive under the terms of this Agreement.
In the event that such different and/or additional duties are assigned to the
Executive, Executive shall be entitled to additional compensation only in the
event that such duties require him to undertake greater responsibility than he
had prior to the assignment of such duties.
3. Term. Subject only to Sections 5 and 6 hereof, the term of the Agreement
shall commence on the date hereof and shall terminate on __________ ___, ______;
provided, however, that at the option of the Company by written notice to the
Executive not less than thirty (30) days prior to the expiration date of this
Agreement, the term of this Agreement may be extended for a period of one year
to ___________ ___, 200__ and at the additional option of the Company by written
notice to the Executive not less than thirty (30) days prior to the extended
expiration date of this Agreement the term of this Agreement may be further
extended for a period of one year to__________ __, 200_.
4. Consideration. As full compensation for his services hereunder, the Company
agrees to pay the Executive, and the Executive agrees to accept the following:
(a) A salary computed at the initial rate of _______________________ Dollars
($___________ ) per annum, payable in such installments as salaries are
paid to other executive personnel of the Company. Upon approval of the
Board of Directors of the Company, the initial salary as provided for in
this Section 4(a) may be increased in such amount as shall be determined
by the Board of Directors of the Company, in its sole discretion.
(b) The Executive shall be entitled to reimbursement of authorized business
expenses incurred in connection with the conduct of the Company's
business. The authorized costs, record keeping and reimbursement shall
conform to the Company's standard policy with regard thereto established
by the Board of Directors of the Company from time to time.
(c) In the event the Company implements a 401(k) plan, the Executive shall be
entitled to be a participant in such plan. The Executive shall be
entitled to life insurance, medical insurance, disability insurance and
other fringe benefits in accordance with standard policy affecting senior
Company executives, if any, as established by the Board of Directors of
the Company from time to time, including, without limitation, any fringe
benefits more specifically described herein.
(d) Executive shall be entitled to 20 days of paid vacation each fiscal year,
in addition to those holidays normally established for all employees of
the Company, which vacation shall not be carried over from year to year,
but Executive shall be entitled to compensation for any accrued but
unpaid vacation at the earlier of the end of each fiscal year of the
Company, or the termination of this Agreement, as provided herein.
(e) In the event the Company adopts a stock option plan for the benefit of
its employees and the employees of its subsidiary corporations, upon the
adoption of such stock option plan, Executive will be a participant in
the plan. Until such time as the Company does adopt a qualified stock
option plan, the Executive is entitled to receive a minimum of __________
and up to __________ warrants per year of his employment at an exercise
price not less than the most recent issued warrant by the Company. Should
there be a change in control of the Company (change of control is herein
defined as the issuance of new shares of the Company's common stock in an
amount greater than the 50% of the number of outstanding shares of the
Company's common stock as of the date of this agreement), and prior to
such change of control, the Company agrees to accept as payment for the
exercise of any outstanding warrants in the Executive's possession a
promissory note issued by the Executive to the Company, payable in twenty
four months from the date of issuance of the promissory note with an
interest rate of ___ percent (_%) per annum.
5. Termination for Cause. The Company may terminate Executive's employment
hereunder, immediately upon written notice to executive, for "cause," as
hereinafter defined, in which event the Company shall pay Executive's
compensation pursuant to Section 4 hereof through the date of such written
notice of termination, and the Company shall continue any medical, disability
and life insurance provided pursuant to Section 4(c) for ninety days after
the effective date of such termination. For purposes of this Agreement,
"cause" for termination of the Executive's employment shall exist only if:
(a) Executive repeatedly breaches any of the material terms or conditions of
the duties contained in this Agreement, which breaches shall remain
uncured by the Executive for a period of sixty (60) days after
Executive's receipt of written notice thereof from the Board of Directors
alleging with specificity such breaches and the specific actions
necessary to remedy same:
(b) Executive's willful refusal to follow written directions of the Company's
Board of Directors to perform duties consistent with those described in
Section 2 of this Agreement, which refusal is not cured within sixty (60)
days of Executive's receipt of written notice hereof form the Board of
Directors alleging with specificity such refusals and the specific
actions necessary to remedy same: or
(c) The voluntary resignation by Executive as an employee of the Company.
In the event that the Executive contests, in any court of competent
jurisdiction, the actions of the Company in terminating his employment under
this Agreement for "cause", then the Company agrees to pay into the registry of
such court the amount of the Executive's salary due pursuant to Section 4(a)
from the date of Executive's termination to the date of filing of the court
action, and continue to make such payments, and to continue medical, life and
disability insurance provided pursuant to Section 4(c) during the pendency of
such action, for the remainder of the term of this Agreement. In the event that
a court of competent jurisdiction, with all periods of appeal having expired
thereon, determines that the Company shall have wrongfully terminated the
employment of the Executive hereunder, then the termination shall be treated as
a termination without cause pursuant to Section 6 of this Agreement and the
Executive shall be paid out of the registry of the court the full amount of back
salary from the date of such wrongful termination and in addition, the Company
shall pay to the Executive all remaining payments due to Executive for the
remainder of the term hereof, together with the Executive" reasonable attorney"
fees incurred in such action, and shall continue medical, life and disability
insurance provided pursuant to Section 4(c) for the remainder of the term of
this Agreement (if any) which sum the Executive shall accept as full liquidated
damages (and note as a penalty) arising out of the Company's breach hereof and
in lieu of all other rights and remedies then available to the Executive arising
therefrom, all of which are hereby knowingly waived by the Executive. In the
event that a court of competent jurisdiction, with all periods of appeal having
expired thereon, determines that the Company shall not have wrongfully
terminated the employment of the Executive hereunder, then at that time the
Company shall be entitled to the immediate return of all funds paid into the
registry of the court pursuant to this paragraph and shall be entitled to
discontinue thereafter medical, life and disability insurance benefits under
Section 4(c).
6. Termination Without Cause.
(a) This agreement may be terminated by the Company without cause upon ninety
(90) days written notice to Executive, provided, however, that the
Company shall continue the compensation payments as set forth in Section
4 hereof, including all benefits, and full payment for all vacation days,
for the remainder of the term of the Agreement.
(b) This Agreement shall terminate upon the death of the Executive. Upon the
death of the Executive, the Company shall pay the compensation pursuant
to Section 4(a) hereof for one hundred eighty (180) days after the death
of the Executive to the estate of the Executive.
7. Inventions. Executive agrees, in consideration of his employment, that all
inventions, trade secrets and other ideas and processes that may be patented or
treated as trade secrets, whether heretofore conceived by him or conceived by
him during his employment by the Company, insofar as they relate to the business
of the Company or to any technology applied or applicable in such business,
shall be and remain the exclusive property of the Company.
8. Conflicting Obligation; Competition
(a) During the term of this Agreement, Executive shall not, directly or
indirectly, alone or as a partner, officer, director or controlling
stockholder of any other institution, be engaged in any other commercial
activity or continue to assume other commercial affiliations without the
written consent of the Board of Directors of the Company.
(b) During the term of the Agreement and for a period of one year following
the termination or expiration of his employment, Executive shall not,
directly of indirectly, own, manage, operate, control, be employed by, or
participate in the ownership, management, operation, or control of any
business similar to the business conducted by the Company at the time of
such termination or expiration.
(c) During the term of this Agreement and for a period of two years following
the termination or expiration of his employment, Executive shall not,
directly or indirectly, solicit business of a type then provided by the
Company from any person who is then or has been within a period of two
years from the date of such termination or expiration a customer of the
Company.
(d) Executive further agrees that he will not, for a period of one year after
termination of his employment, hire or employ, in any capacity in any
business in which he shall be interested as a proprietor, partner or
stockholder of a corporation engaged in any business competitive with
that of the Company, any person who shall have been an employee of the
Company within the one year proceeding such employment.
(e) The covenants set forth in the Section 8 shall be construed as an
agreement independent of any provisions of this Agreement or any other
agreement between the Company and Executive and the existence of any
claim, defense or cause of action by Executive against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to enforcement by the Company of the provisions of this Section
8.
9. Propriety Information. Executive recognizes that, on account of and in
connection with his employment, he will gain access to and have possession of
(i) the names and addresses of the Company's clients and customers and written
compilations thereof, (ii) financial information relating to the Company, (iii)
information for and about potential acquisitions of other businesses (iv) other
information about the conduct of the Company's business. Executive hereby
recognizes such information about the conduct of the Company, and agrees not to
reveal such information to third parties except with the Company's written
consent, or as may be necessary in the ordinary course of performing Executive's
duties for the Company or as otherwise directed by the Company, and agrees to
turn over to the Company all such records, compilations, files, and memoranda,
to the Company upon termination of his employment, and all copies thereof,
keeping no such copies for him.
10. Indemnification. The Company agrees to indemnify and hold the Executive
harmless from and against all claims, damages, losses, liabilities and expenses
as the same are incurred (including any legal or other expenses incurred in the
defense or litigation, defending against any such claim, damage, loss, or
liability or any action in respect thereof), relating to or arising out of the
Executive's employment with the Company, including but not limited to the
Company's former subsidiary, Integrated Systems Technology, Inc.
11. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the employment of the Executive by the Company and
supersedes any and all previous agreements regarding Executive's employment with
the Company- provided, however, that the Executive shall be entitled to receive
and Company hereby agrees to pay the Executive, any deferred or accrued salary
and expenses reflected on the books of the Company as of the date hereof and due
to Executive, notwithstanding the termination of the previous agreements
regarding Executive's employment with the Company.
12. Successors and Assigns. The obligations and rights of the Executive shall
inure to the benefit of and shall be binding upon him and his personal
representatives, and the obligations and rights of the Company shall inure to
the benefit of and shall be binding upon it and its successors and assigns.
13. Interpretation. When the context in which words are used in this Agreement
indicates that such is the intent, the singular shall include the plural, the
plural shall include the singular, and the masculine shall include the feminine
and the neuter.
14. Validity of Agreement. In the event any sentence or paragraph of this
Agreement is declared by a court of competent jurisdiction to be invalid, void,
or unenforceable, such sentence or paragraph shall be deemed amended to conform
to applicable laws as to be valid and enforceable to the fullest extent possible
or, if it cannot be so amended without materially altering the intention of the
parities as expressed herein, it shall be deemed severed from the remainder of
this Agreement and the balance of the Agreement shall remain in full force and
effect.
15. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, under seal,
as of the date and year first set forth above.
"EXECUTIVE"
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Name:
"COMPANY"
H-QUOTIENT, INC.
a Virginia Corporation
By:
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Its:---------------------------------------
