EXHIBIT 10.18
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 28th day of May 2001, by
and between CENTENE CORPORATION, a Wisconsin corporation (hereinafter called the
"Company"), and Xxxx Xxxxx (hereinafter called the "Executive"),
1. EMPLOYMENT. Company hereby employs Executive as Director of
Business Implementation with such other or additional titles or positions as
Company's President, Vice Presidents, or Board of Directors may, from time to
time, determine.
2. DUTIES. During the employment period, Executive shall
faithfully perform her duties to the best of her ability and in accordance with
the directions and orders (and to the satisfaction) of the Company's President,
Vice Presidents, and Board of Directors of Company, and she shall devote her
full working time, attention and energy to the performance of her duties.
In addition to the duties assigned to her by the Company's President
and/or Vice Presidents and/or Board of Directors of Company, Executive shall
perform such other duties as are commensurate with her position and
responsibilities, including without limitation, exercising her best judgment;
safeguarding and saving from waste the assets of Company; and following,
maintaining, and implementing the business plans, budgets, business procedures
and directives established and promulgated by Company, as modified or amended
from time to time.
Except as otherwise provided herein, Executive shall not render
services, directly or indirectly, to any other person or organization without
her Supervisor's prior written consent and shall not engage in any activity that
would interfere significantly with the faithful performance of her duties
thereunder. Executive may perform minor services for which she does not receive
compensation, provided that the activity does not conflict with the provisions
of her duties, without written consent.
3. COMPENSATION. As compensation for all services rendered by
Executive under this agreement, company shall pay to Executive, in accordance
with its then prevailing payroll practices, a salary at the annualized rate of
Eighty Thousand Dollars ($80,000.00), less applicable payroll deductions. This
salary may be adjusted from time to time as directed by the Executive's
immediate supervisor or the Company's or Plan's President.
4. OTHER EMPLOYMENT BENEFITS. During the Employment Period:
(a) Company shall reimburse Executive monthly for actual,
reasonable, and necessary out-of-pocket expenses she
incurs on Company's business in compliance with
company policies and procedures.
(b) Executive shall participate in such of Company's
Executive plans or fringe benefit arrangements as
provided for all Executives, subject to their terms
and conditions.
(c) Vacation Leave. During the Employment Term, Executive
shall be entitled to a number of vacation days as
established in the standard company policy. Executive
shall accrue and receive full compensation and
benefits during her vacation leave periods. Vacation
leave shall be taken at such times as do not have an
adverse effect on the operations or transactions of
the Company or otherwise as Executive and her
immediate supervisor shall agree.
(d) Bonus Plan. The annual target bonus is 20% of base
salary with potential to exceed that if and when the
company exceeds its Annual Operating Plan criteria.
This award is at the discretion of the Company's
President. The Bonus Plan may be adjusted from time
to time as directed by the Company's President.
5. TERMINATION OF EMPLOYMENT.
(a) Termination for Cause. If the Company terminates
Executive's employment For Cause, or if Executive
resigns from her employment pursuant to Subsection
5(b), Executive shall be entitled only to payment of
that portion of her Salary earned through and
including the Termination Date or the Resignation
Date at the rate of Salary in effect at that time.
(b) Resignation. Executive may resign from her employment
with the Company at any time by providing written
notice of her resignation to her immediate supervisor
at least thirty (30) days before the Resignation
Date, in which case she shall be entitled to
compensation as provided in Subsection 5(a).
(c) Death. If Executive dies during her employment, or
Executive is entitled to receive payments from the
Company pursuant to Section 5(a) at the time of her
death, Executive's estate or personal representative
shall be entitled to receive that portion of the
Salary, at the rate in effect at Executive's death,
that Executive earned through and including the date
of Executive's death.
(d) Disability. If Executive becomes Permanently
Disabled, the Board may terminate Executive's
employment by providing written notice to Executive
at least 72 hours before the Termination Date. If
Executive resigns from employment with the Company as
a result of a Permanent Disability, or the Company
terminates Executive's employment as a result of a
Permanent Disability, Executive shall be entitled to
receive that portion of her Salary, at the rate in
effect at the time she became Permanently Disabled,
that she earned through and including the Termination
Date or Resignation Date, as applicable; provided,
however, the amount due and payable for the period on
and after the date on which Executive became
Permanently Disabled shall not be less than the
portion of the Salary that would have been paid to
her if she had continued in the
other corporation, other than a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) at least
fifty percent (50%) of the combined voting power of
the voting securities of the Company or such
surviving entity outstanding immediately after such
merger or consolidation.
6. COVENANTS.
(a) Non-competition by Executive. The Executive
acknowledges that the list of the Company's customers
and customer contacts as it may exist from time to
time are valuable, special, and unique assets of the
Company's business. During the period of six (6)
months immediately after the termination of
Executive's employment with the Company for any cause
whatsoever, Executive will not, either directly or
indirectly, either for Executive or for any other
person, firm, Company or corporation, call upon,
solicit, divert, or take away, or attempt to solicit,
divert or take away any of the Executives, customers,
prospective customers, or business, of the Company
upon whom Executive called, solicited, catered, or
became acquainted during Executive's employment with
the Company.
(b) Return of Company Records and Property. Executive
agrees that upon termination of Executive's
employment, for any cause whatsoever, Executive will
surrender to the Company in good condition all
property and equipment belonging to Company and all
records kept by Executive containing the names,
addresses or any other information with regard to
customers or customer contacts of the Company, or
concerning any operational, financial or other
documents given to Executive during Executive's
employment with Company.
(c) Non-disclosure by Executive. The Executive
acknowledges and agrees that any information obtained
by Executive while employed by the Company, including
but not limited to customer lists and customer
contacts, financial, promotional, marketing, training
or operational information, and employment data is
highly confidential, and is important to the Company
and to the effective operation of the Company's
business. Executive, therefore, agrees that while
employed by the Company, and at any time thereafter,
Executive will make no disclosure of any kind,
directly or indirectly, concerning any such
confidential matters relating to the Company or any
of its activities.
(d) Enforcement. In the event of a breach or threatened
breach by the Executive of the provisions of this
Agreement, the Company shall be entitled to a
restraining order and/or an injunction restraining
the Executive from contacting, servicing or
soliciting Company's customers,
Company's employment for the 180 day period following
the date on which she became Permanently Disabled.
(e) Compensation Following Termination. If the Company
terminates Executive's employment other than For
Cause the Company shall pay Executive that portion of
her Salary earned through and including the
Termination Date or the Resignation Date at the rate
of Salary in effect at that time, plus an amount
equal to twenty six (26) weeks of her annualized
Salary paid as salary continuance in accordance with
the then current payroll practices, and conditioned
upon Executive's signing, and not revoking, a
complete Release of any and all claims. In such case,
Company shall pay for six (6) of the eighteen (18)
months health and dental insurance continuation
coverage to which Executive is entitled under the
Consolidated Omnibus Budget Reconciliation Act of
1985, Public Law 99-272, Title X (COBRA).
(f) Change of Control: In the event of a Change in
Control which results in (a) the termination of
Executive's position or in the reduction of
Executive's compensation, or (b) a request by the
Company or the surviving entity of the transaction
that resulted in the Change in Control that Executive
relocate outside of the Metropolitan St. Louis area
which relocation Executive refuses, then Executive
shall receive severance equal to thirty six (36)
weeks pay either as a lump sum payment or salary
continuance, rather than the severance paid pursuant
to paragraph 5(e) above, but conditioned upon
Executive's signing, and not revoking, a complete
Release of any and all claims. In such case, Company
shall pay for nine (9) of the eighteen (18) months
health and dental insurance continuation coverage to
which Executive is entitled under the Consolidated
Omnibus Budget Reconciliation Act of 1985, Public Law
99-272, Title X (COBRA) In addition, the Company
agrees to pay for reasonable outplacement services
arranged by the Company. Notwithstanding the
foregoing, no payment or payments shall be made under
this Agreement which would be an "excess parachute
payment" as defined in Section 280G(b) of the
Internal Revenue Code of 1986, as amended, Payments
which would be "excess parachute payments" shall be
proportionately reduced so that no portion of any
payment shall constitute an "excess parachute
payment." For purposes hereof a "Change in Control"
of the Company shall be deemed to occur if (i) any
"person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), other man (A) persons
who, at the date of this Agreement, are the
beneficial owners of 25% or more of the Company's
Shares, or (B) a group including Shareholder, is or
becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing
fifty percent (50%) or more of the combined voting
power of the Company's then outstanding securities,
or (ii) the Shareholders of the Company approve a
merger or consolidation of the Company with any
or customer contacts, or utilizing or disclosing, in
whole or in part, the list of the Company's
customers, customer contacts, employees, or
financial, operational, promotional, marketing, or
training information, or from rendering any services
to any persons, firm, corporation, association, or
other entity to whom such list or information, in
whole or in part, has been disclosed or is threatened
to be disclosed. In the event the Company is
successful in any suit or proceeding brought or
instituted by the Company to enforce any of the
provisions of this agreement on account of any
damages sustained by the Company by reason of the
violation by the Executive of any of the terms and/or
provisions of this agreement to be performed by the
Executive, the Executive agrees to pay the Company
reasonable attorney's fees to be fixed by the Court.
7. INVENTIONS.
(a) Executive shall promptly communicate and disclose in
writing to Company all those inventions and
developments including software, whether patentable
or not, as well as patents and patent applications
(hereinafter collectively called "Inventions"), made,
conceived, developed, or purchased by her, or under
which she acquires the right to grant licenses or to
become licensed, alone or jointly with others, which
have arisen or jointly with others, which have arisen
or may arise out of her employment, or relate to any
matters pertaining to, or useful in connection
therewith, the business or affairs of Company or any
of its subsidiaries. Included herein as if developed
during the employment period is any specialized
equipment and software developed for use in the
business of Company. All of Executive's right, title
and interest in, to, and under all such inventions,
licenses, and right to grant licenses shall be the
sole property of Company. Any such inventions
disclosed to anyone by Executive within one (1) year
after the termination of employment for any cause
whatsoever shall be deemed to have been made or
conceived by Executive during the Employment Period.
(b) As to all such invention, Executive shall, upon
request of Company:
i. Execute all documents which Company shall
deem necessary or proper to enable it to
establish title to such inventions or other
rights, and to enable it to file and
prosecute applications for letters patent of
the United States and any foreign country;
and
ii. Do all things (including the giving of
evidence in suits and other proceedings)
which Company shall deem necessary or proper
to obtain, maintain, or assert patents for
any and all such inventions or to assert its
rights in any inventions not patented.
8. LITIGATION. Executive agrees that during her employment or
thereafter, she shall do all things, including the giving of evidence in suits
and other proceedings, which Company shall deem necessary or proper to obtain,
maintain or assert rights accruing to Company during the employment period and
in connection with which Executive has knowledge, information or expertise. All
reasonable expenses incurred by Executive in fulfilling the duties set forth in
this paragraph 8 shall be reimbursed by Company to the full extent legally
appropriate, including, without Imitation, a reasonable payment for Executive's
time.
9. MODIFICATION. No modification, amendment, or waiver of any of
the provisions of this Agreement shall be effective unless made in writing
specifically referring to this Agreement and signed by all parties therefore.
10. ENTIRE AGREEMENT. This instrument constitutes the entire
agreement of the parties hereto with respect to Executive's employment and her
compensation therefore.
11. WAIVER. The failure to enforce at any time any of the
provisions of this agreement or to require at any time performance by any party
of any of the provisions hereof shall in no way be construed to be a waiver of
such provisions or to affect either the validity of this Agreement, or any part
hereof, or the right of each party thereafter to enforce each and every
provision in accordance with the terms of this Agreement.
12. SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.
13. PRONOUNS. As used herein, the term "Executive" and the
pronouns therefore have been used for convenience only, and corresponding terms
reflecting the proper gender of Executive shall be deemed substituted by the
parties hereto where appropriate.
14. SUCCESSORS. This Agreement shall be binding upon and shall
inure to the benefit of Company and any successor or assign of Company. For the
purposes of this Agreement, the terms "successor or assign" shall mean any
person, firm, corporation, or other business entity which, at any time, whether
by merger, purchase, assignment or otherwise, shall acquire the assets or
business of Company in part or as a whole.
This Agreement shall also be binding upon and shall inure to the
benefit of Executive and her legal representatives and assigns, except that
Executive's obligations to perform such future services and rights to receive
payment therefore are hereby expressly declared to be non-assignable and
non-transferable.
15. GOVERNING LAW. This Agreement shall be interpreted and
executed in accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the day and year first above written.
CENTENE CORPORATION
By /s/ Xxxxxxx Xxxxxxxx
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"Company"
By /s/ Xxxx Xxxxx
------------------------
"Executive"
Date
