EXHIBIT 6(i)
Xx. Xxxx X. Xxxx
00000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
In Re: Offer of Employment
Dear Xx. Xxxx:
This letter will spell out the terms upon which you are being offered full-
time employment as the Vice President, Chief Marketing Officer of MD
HealthShares Corporation and its subsidiaries and affiliates, including
Patient's Choice, Inc. (collectively, the "Company") in accordance with the
position description attached hereto. As one of only a few employees of this
recently organized Company, some benefits being offered to you are necessarily
subject to establishing and/or securing the appropriate employee benefit plans,
programs and policies. Such policies are subject to a variety of federal and
state laws and regulations, and those laws and regulations may require or
warrant changes in or restructuring of some of the benefits outlined below.
Consequently, while the Company contemplates providing you with the benefits as
outlined, this offer of benefits is qualified and the benefits contingent upon a
final decision to establish or secure the necessary employee benefits plans,
programs, and policies and actual terms of such plans, programs and policies.
The position reports to the Chief Executive Officer of the company and
whose authority the position is subject to, and to whom the position is
accountable. Your employment will be "at will" and nothing in this letter shall
be construed as creating an employment contract or agreement with Company for
any fixed term.
Subject to the foregoing, your employment by the Company will include the
following terms:
. Annual base salary of $100,000 payable biweekly while employed at the
Company.
. Eligibility for an annual bonus of up to 25% of your base salary. The Bonus
will be guaranteed for the first year, and will be paid to you on a
quarterly basis. For subsequent years the annual bonus will be based upon
targets to be set by mutual agreement between you and the Company.
. Restricted stock grants of the Company's Non-Voting Common Stock upon
completion of 18, 36, 48, and 60 months of satisfactory employment, in the
amounts of 1,000, 2,000, 2,000, and 3,000 respectively. Actual ownership in
each restricted stock grant will vest at the rate of 1/3 per year pursuant
to the attached step schedule. You will, however, be entitled to receive
any dividends, income, or other ownership privileges from each restricted
stock grant at the time of the grant.
For example, upon the completion of 18 months of satisfactory employment
service you will receive a grant of 1,000 shares. You will be given actual
ownership of 333 at that time and be entitled to dividends, income or other
ownership privileges in the remaining
667 shares. One year following the date of the initial grant, you will be
entitled to actual ownership of another 333 shares with the actual
ownership of the final 334 shares provided two years following the date of
the initial grant.
The terms and conditions of your rights to and in any such Common Stock
shall be set forth in a separate agreement or agreements which shall, among
other things, outline any restrictions on the shares of Common Stock.
. A flexible Perk Program allowing you to direct an amount equal to five (5)
percent of your annual base salary toward payment of an employee fringe
benefit(s) of your choice (e.g. a car allowance). It is expressly
understood that the establishment of the Flexible Perk Program shall be
subject to and contingent upon an analysis of the relevant tax, ERISA and
other legal and financial considerations.
. The Company will make a good faith effort to obtain a membership at the
COUNTRY CLUB OF LOUISIANA, under which you will be allowed privileges for
purposes of marketing the Company products and related activities.
. The Company will pay for family health benefits coverage through "Patients
Choice", the Company's HMO subsidiary, or alternative health benefits
coverage available to the Company's employees.
. The Company will pay for standard long-term disability insurance that will
provide for salary continuation in an amount equal to 50% of your annual
base salary at the time of disability. Eligibility for and duration of
long-term disability benefits will be subject to the policy terms in
force at the time of disability.
. The Company will pay for standard Group Term Life Insurance equal to (2)
times your annual base salary ($30,000 guaranteed and the balance subject
to underwriting). Benefits will be subject to the policy terms in force at
the time of death.
. Participation in a defined contribution retirement plan based upon a
percent of your base salary. Participation and benefits will be subject to
the terms of the applicable plan documents in force at the time of
retirement. It is expressly understood that establishment of such a defined
contribution retirement plan shall be subject to and contingent upon an
analysis of the relevant tax, ERISA, and other legal and financial
considerations. The Company retains the right to amend, modify or terminate
any such plan hereafter established in accordance with the terms of the
plan document.
. You will be eligible for participation in the Company's retiree health
program. Eligibility for, participation in, and benefits available will be
subject to the terms of the applicable plan documents in force at the time
of retirement. It is expressly understood that establishment of such a
retiree health plan shall be subject to and contingent upon an analysis of
relevant tax, ERISA, and other legal and financial considerations. The
Company retains the right to amend, modify or terminate any such plan
hereafter established in accordance with the terms of the plan document.
. Reasonable travel expenses will be reimbursed for travel on Company-related
business upon submission of supporting documentation. Prior approval may be
required on certain types or amounts defined by the Chief Executive
Officer.
. You will be entitled to three weeks paid vacation annually.
. It is expressly understood and agreed that you are an at-will employee and
that the Company has the right to terminate your employment at any time
with or without stated or actual reason. In the event of termination of
your employment relationship, you will be eligible for the following
benefits:
For Cause Termination. The Company may terminate your employment at any
time for cause and such termination will be effective immediately. For the
purposes of this paragraph "for cause" shall mean dishonest, fraudulent, or
illegal acts, activity harmful to the reputation of the Company, conduct
not in the best interest of the Company's good name, failure by employee to
willfully perform his obligations under the terms of this agreement, a
violation of any statutory or common law duty of the Company. If you are
terminated "for cause", you will be entitled to payment of any accrued
salary and benefits through the date of termination and an additional lump-
sum payment of one month's base salary. Any shares of Common Stock that
have vested must be sold back to the Company at the greater of book value
or market price, if a market has been established. All shares of Common
Stock in which you have not yet vested in an actual ownership interest will
revert to the Company. Purchase of shares shall occur within 90 days of the
date of termination.
Termination for the Company's Convenience. The Company may, for its own
convenience, terminate your employment at any time, without a "for cause"
showing, by giving at least 30 days prior written notice. If your
employment is terminated for the Company's Convenience, you will be
entitled to payment of any accrued salary and benefits through the date of
termination. In addition, you will be paid an additional six (6) months of
base salary (no benefits except those required by law) as severance. Any
shares of Common Stock that have vested must be sold back to the Company at
the greater of book value or market price, if a market has been
established. All shares of Common Stock in which you have not yet vested in
an actual ownership interest will revert to the Company. Purchase of shares
shall occur within 90 days of the date of termination.
Voluntary Termination. You may terminate your employment with the Company
at any time, for any reason, by giving the Company at least thirty (30)
days prior written notice. If you terminate your employment, you will be
entitled to payment of the accrued salary and benefits through the date of
termination. You will be eligible for no additional severance payments. Any
shares of Common Stock that have vested must be sold back to the Company at
the greater of book value or market price, if a market has been
established. All shares of Common Stock in which you have not yet vested in
an actual ownership interest will revert to the Company. Purchase of shares
shall occur within 90 days of the date of termination.
You, stipulate and agree that you shall not, during or after termination of
your employment by the Company , disclose or communicate any information or
knowledge of a
confidential nature relating to the Company or its shareholders, directors,
officers, employees, healthcare providers, members or enrollees, the Company's
trade or business secrets, or any information in respect of which the Company
owes an obligation of confidence to any third party (i.e. any person, firm or
corporation not affiliated with the Company) or in any manner use any such
information or knowledge other than for the benefit of the Company. All
information, data, computer software and all documents or records, in whatever
form, relating to the Company's business shall be regarded as confidential. Such
information, knowledge and materials shall be used only in the proper course of
employment by the Company and shall neither be removed from the premises nor
disclosed or communicated to persons not employed by the company without the
written consent of an officer of the Company. All documents, files, records,
lists, notes, memoranda, magnetic computer media and other records of
information or work carried out in the Company's employment belong solely to the
Company and shall be returned to the Company before or immediately upon
termination of employment.
This agreement shall become and be effective on and as of the First day of
November, 1997, or such later date as you assume the actual performance of
duties for the Company under this agreement; provided, however, that this
agreement shall be legally binding on the parties hereto on the date on which it
has been signed by you and the Company.
Please acknowledge your understanding of and agreement to these terms and
conditions by signing the letter where indicated below. This offer will be
rescinded if MD HealthShares is not notified of your decision within seven (7)
days from the date of this letter. We look forward to your joining the MD
HealthShares team as we move forward.
Sincerely,
MD HEALTHSHARES CORPORATION
By: ________________________
Xxxxx X. Xxxxx, M.D.
Chairman, Board of Directors
Acceptance:
____________________________
Signature Date: ___________
