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EXHIBIT 10(h)
EMPLOYMENT AGREEMENT
This agreement is made effective as of May 1, 1998, at Columbus, Ohio,
between Health Power Management Corporation, an Ohio corporation (the
"Company"), and Xxxxxxx X. Master, D.O. (the "Employee"), who hereby agrees as
follows:
Section 1. Employment. The terms and conditions of this agreement shall
supersede and replace in their entirety the terms and conditions of the
Employment Agreement between the Company and the Employee dated as of May 1,
1997. The Company hereby renews and continues the Employee's employment, and the
Employee hereby accepts employment renewal and continuation by the Company, on
the terms and subject to the conditions set forth in this agreement.
Section 2. Term of Employment. The term of the Employee's employment
under this agreement shall begin as of the date of this agreement and shall
terminate, unless sooner terminated in accordance with the provisions of Section
6, on April 30, 1999. Upon agreement of the Company and the Employee, the term
of the Employee's employment under this agreement may be renewed for successive
one-year periods, commencing on the termination date of the immediately
preceding term and terminating, unless sooner terminated in accordance with the
provisions of Section 6, on the first anniversary thereof.
Section 3. Services. The Employee shall be the Chairman of the Board and
Chief Executive Officer of the Company and, as such, shall perform such services
as may be reasonably assigned to him from time to time by the Board of Directors
of the Company. The Employee shall devote his best efforts to the performance of
his duties hereunder.
Section 4. Responsibilities. The Employee shall be responsible for
establishing and supervising the implementation of the business policies and
operating programs, budgets, procedures, and directions of the Company and its
affiliates (reporting only to the Board of Directors of the Company); monitoring
and evaluating the effectiveness of the management of the Company, including
without limitation reviewing and evaluating the performance of the president and
chief operating officer of the Company; establishing and implementing a
strategic plan for the Company and its affiliates; determining the necessity of
and, if necessary and possible, supervising the raising of additional capital
for the Company and its affiliates; presiding at all meetings of the
shareholders and the Board of Directors of the Company and its affiliates; and
such other activities as are incident to his office or as may be prescribed or
delegated by the Board of Directors of the Company.
Section 5. Compensation. The Employee shall receive the following
compensation:
(a) A base salary of $192,000 per annum or if the term of the
Employee's employment is renewed, such other amount as may be
approved by the Company's Compensation Committee from time to
time, payable in accordance with the Company's general policies
for payment of compensation to its salaried personnel; provided
if the Employee's employment is terminated pursuant to the
provisions of Section 6, the base salary shall cease as of the
day of termination;
(b) $3,500 per month, payable in arrears, as an expense
allowance for expenditures advanced by the Employee on behalf of
the Company;
(c) A cash bonus payable in the discretion of the Company's
Compensation Committee, and, if payable, in an amount to be
determined by such Committee and based
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upon such criteria as may be selected by such Committee,
including without limitation the Employee's performance with
respect to providing leadership to the Company's personnel,
supervising the Company's operations, and enhancing value for
the Company's stockholders; and
(d) Formula Vesting Stock Options pursuant to the 1994 Executive
Performance Stock Option Plan (the "Plan") for 1998 and, if the
term of the Employee's employment is renewed, for each
subsequent fiscal year of the Company (each "Performance Year")
ending during each renewal term of the Employee's employment
under this agreement with the number of Shares subject to the
Formula Vesting Option and the Ceiling Amount (as such term is
defined in the Plan) for determining accelerated vesting under
the Plan being set forth for each Performance Year on the
schedule attached to this agreement. Such amounts shall be set
forth on the attached schedule on or about the anniversary date
of this agreement for each year during which the term of the
Employee's employment is renewed, and initialed by the Company
and the Employee.
The Company shall also provide disability insurance for the benefit of
the Employee and pay all premiums with respect thereto, which insurance shall
supplement the Company's current disability insurance benefits to the Employee.
The policy or policies for such disability insurance shall provide for benefits
in the amount of $6,000 per month for a maximum of five years, which benefits
shall commence 90 days after the date of the Employee's disability (as
determined under the terms of such policy).
Section 6. Termination of Employment. The Employee's employment under
this agreement may be terminated:
(a) By the Employee with or without cause upon giving 90 days
advance written notice to the Company, provided that the
Employee shall continue to perform all duties under this
agreement until the earlier of:
(i) The expiration date of such 90-day period; or
(ii) Any earlier date which may be specified by the
Company.
(b) By the Company upon the occurrence of any one of the
following events or any time thereafter:
(i) The Employee fails to fully perform and observe all
obligations and conditions to be performed and observed by the
Employee under this agreement, or under any other agreement
between the Employee and the Company, and fails to correct such
problem within 10 days after notice by the Board of Directors to
do so or, if it is impossible to correct such problem within
such 10 days, fails to commence the action necessary to correct
such problem and continues diligently to pursue such action
until the correction is complete; or
(ii) The Employee is under a long-term disability. For
purposes of this agreement, the term "long-term disability"
shall have the same meaning as long-term disability or other
similar term used in any long-term or permanent disability
policy provided by the Company and covering the Employee. In the
event there is no long-term or permanent disability policy in
effect covering the Employee, the term "long-term disability"
shall mean that because of physical or mental incapacity, the
Employee has not performed his duties under this agreement for
60 days or longer and it is probable, in the opinion of a
licensed physician selected by the Company, that the Employee
will not
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be able to engage actively in his employment by the Company for
an additional period of 90 days or longer.
Section 7. Employee's Capacity. The Employee represents and warrants to
the Company that he has the capacity and right to enter into this agreement and
perform all his duties under this agreement without any restriction whatsoever
by any other agreement, document, or otherwise.
Section 8. Complete Agreement. This document contains the entire
agreement between the parties and supersedes any prior discussions,
negotiations, representations, or agreements between them relating to the
employment of the Employee. No additions or other changes to this agreement
shall be made or be binding on either party unless made in writing and signed by
each party to this agreement.
Section 9. Notices. Any notice or other communication required or
desired to be given to any party under this agreement shall be in writing and
shall be deemed given:
(a) In the case of the Employee, when delivered personally to
the Employee or when deposited in the United States mail,
first-class postage prepaid, addressed to the Employee at 000
Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxx 00000, or at any other address
thereafter designated by the Employee in notice theretofore
given to the Company; and
(b) In the case of the Company, when deposited in the United
States mail, first-class postage prepaid, addressed to the
Company at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, or at any
other address thereafter designated by the Company in notice
theretofore given to the Employee.
Section 10. Governing Law. All questions concerning the validity,
intention, or meaning of this agreement or relating to the rights and
obligations of the parties with respect to performance hereunder shall be
construed and resolved under the laws of Ohio.
Section 11. Severability. The intention of the parties to this agreement
is to comply fully with all laws and public policies, and this agreement shall
be construed consistently with all laws and public policies to the extent
possible. If and to the extent that any court of competent jurisdiction is
unable to so construe part or all of any provision of this agreement, and holds
part or all of that provision to be invalid, such invalidity shall not affect
the validity of the balance of that provision or the remaining provisions of
this agreement, which shall remain in full force and effect.
Section 12. Nonwaiver. No failure by any party to insist upon strict
compliance with any term of this agreement, to exercise any option, enforce any
right, or seek any remedy upon any default of any other party shall affect, or
constitute a waiver of, the first party's right to insist upon such strict
compliance, exercise that option, enforce that right, or seek that remedy with
respect to that default or any prior, contemporaneous, or subsequent default;
nor shall any custom or practice of the parties at variance with any provision
of this agreement affect, or constitute a waiver of, any party's right to demand
strict compliance with all provisions of this agreement.
Section 13. Captions. The captions of the various sections of this
agreement are not part of the context of this agreement, but are only labels to
assist in locating those sections, and shall be ignored in construing this
agreement.
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Section 14. Successors. This agreement shall be binding upon, inure to
the benefit of, and be enforceable by and against the respective heirs, legal
representatives, successors, and assigns of each party to this agreement,
provided that neither party may assign any of its rights or obligations under
this agreement without the prior written consent of the other party.
HEALTH POWER MANAGEMENT
CORPORATION
/s/ Xxxxxxx X. Master By /s/ Xxxx X. Xxxxxxx
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XXXXXXX X. MASTER, D.O. Xxxx X. Xxxxxxx, Executive Vice
President
Schedule to Dr. Master's Employment Agreement
---------------------------------------------
Number of Shares Acknowledged and Agreed
to be Subject to -------------------------
Performance Formula Vesting Ceiling Employees Company
Year Options to be Granted Amount Initials Initials
----------- --------------------- ------- --------- --------
1998 -0- $1,000,000 BFM TSP
