EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made and entered into this 21 day of August,
1996, by and between AMERICAN MEDICAL SECURITY, INC., a Delaware corporation
(the "Corporation") and XXXXX X. XXXXXXXX (the "Employee").
WITNESSETH:
WHEREAS, the Employee desires to be employed by the Corporation and the
Corporation desires to employ the Employee; and
WHEREAS, the Corporation and the Employee desire to set forth in this
Agreement the terms and conditions under which the Employee is to be employed by
the Corporation.
NOW, THEREFORE, the Corporation and the Employee, in consideration of the
mutual promises hereinafter set forth, do hereby promise and agree as follows:
ARTICLE I
TERM
The term of the Employee's employment under this Agreement shall commence
effective as of the date hereof and shall continue until terminated by either
party as set forth in Article V, below.
ARTICLE II
EMPLOYMENT DUTIES
During the term of the Employee's employment hereunder, the Corporation
shall employ the Employee and the Employee shall serve the Corporation as a Vice
President of the Corporation. The Employee shall be subject to the authority and
direction of the President of the Corporation and those persons appointed by the
President of the Corporation to have authority and direction over the Employee.
The Employee shall devote his entire working time and efforts to the business
affairs of the Corporation and shall faithfully and to the best of his ability
perform his duties hereunder.
ARTICLE III
COMPENSATION
3.1 BASE SALARY. The Corporation shall pay to the Employee an annual base
salary in an amount equal to One Hundred Thousand Dollars ($100,000). The
Employee's base salary shall be payable in equal installments not less
frequently than bi-weekly.
3.2 ADJUSTMENT TO BASE SALARY. From time to time, but not less than
annually, Employee's base salary shall be reviewed and any salary increases will
be given based upon merit as determined by a performance evaluation.
3.3 PERFORMANCE BONUS. Any additional compensation payable to the Employee
under this Article III shall be in the form of a bonus or bonuses and the time
or times payable and the amount or amounts thereof shall be a matter solely
within the discretion of the President of the Corporation. Nothing contained
herein shall be deemed to require the Corporation to pay any bonus to the
Employee at any time during the term of this Agreement or any extension thereof.
3.4 OTHER COMPENSATION. In addition to the compensation referred to in
Paragraphs 3.1, 3.2 and 3.3, above, the Employee shall be eligible to
participate in any other compensation plan which may become available to most
other employees of a similar supervisory level (e.g., deferred compensation,
stock option or shadow stock plans), provided, however, that the levels of the
Employee's participation in such plans shall be solely within the discretion of
the Corporation.
3.5 WITHHOLDING TAXES. The Corporation shall deduct from all payments to
the Employee hereunder any federal, state or local withholding or other taxes or
charges which the Corporation has from time-to-time been required to deduct
under applicable law, and all amounts payable to the Employee hereunder are
stated herein before any such deductions. The Corporation shall have the right
to rely upon a written opinion of local counsel, which may be independent legal
counsel or legal counsel regularly employed by the Corporation, if any questions
should arise as to any such deductions.
ARTICLE IV
CONFIDENTIALITY AND NON-SOLICITATION
4.1 CONFIDENTIAL INFORMATION: INTELLECTUAL PROPERTY.
(i) Employee acknowledges that Employee will be required to use his
personal intellectual skills on behalf of the Corporation and that it is
reasonable and fair that the fruits of such skills should inure to the sole
benefit of the Corporation. Employee further acknowledges that Employee
already has and will acquire information of a confidential nature relating
to the operation, finances, business relationships and trade secrets of the
Corporation. During Employee's employment and for a period of one (1) year
following termination thereof, within the geographical area in which such
use, publication or disclosure could harm the Corporation's existing or
potential business interests, Employee will not use (except for use in the
course of the Employee's regular authorized duties on behalf of the
Corporation), publish, disclose or authorize anyone else to use, publish or
disclose, without the prior written consent of the Corporation, any
confidential information pertaining to the Corporation or its affiliated
entities, including, without limitation, any information relating to
existing or potential business, customers, trade or industrial practices,
plans, costs, processes, technical or engineering data, or trade secrets;
PROVIDED, HOWEVER, that following termination of the Employee's employment,
Employee shall be prohibited from ever using, publishing, disclosing or
authorizing anyone else to use, publish or disclose any confidential
information which constitutes a trade secret under applicable law. Employee
shall not remove or retain any figures, calculations, formulae, letters,
papers, software, abstracts, summaries, drawings, blueprints, diskettes, or
any other material, or copies thereof, which contain or embody any
confidential information of the Corporation, except for the use in the
course of Employee's regular authorized duties on behalf of the Corporation
or with the prior written consent of the Corporation. Notwithstanding the
foregoing, the Employee has no obligation to refrain from using, publishing
or disclosing any confidential information which is or hereafter shall
become available to the public otherwise than by use, publication or
disclosure by Employee. This prohibition also does not prohibit Employee's
use of general skills and know-how acquired during and prior to employment,
as long as such use does not involve the use, publication or disclosure of
the Corporation's confidential information.
(ii) AGREEMENT TO TRANSFER. Employee shall, without further payment,
assign, transfer and set over, and does hereby assign, transfer and set
over, to the Corporation, its successors and assigns, all Employee's
rights, title and interest in and to all trade secrets, secret processes,
inventions, improvements, patents, patent applications, trademarks,
trademark applications, copyrights and any and all intellectual property
rights which Employee solely or jointly with others has conceived, made,
acquired or suggested at any time during employment or within a one (1)
year period after termination of employment and which relate to the
existing or potential products, processes, work, research or other
activities of the Corporation.
4.2 NON-SOLICITATION. For a period of one (1) year after termination of
Employee's employment,Employee will not solicit, or assist any person or entity
to solicit, any employee, customer, supplier or other person having business
relations with the Corporation to terminate such employee's employment or
terminate or curtail such customer's, supplier's or other person's business
relationship with the Corporation.
4.3 RETURN OF DOCUMENTS. Immediately upon termination of employment,
Employee will return to the Corporation, and upon request, so certify in writing
to the Corporation, that Employee has returned to the Corporation all the
Corporation's papers, documents and things, including information stored for use
in or with the computers and software applicable to the Corporation's business
(and all copies thereof), which are in Employee's possession or under Employee's
control, regardless of whether such papers, documents or things contain
confidential information or trade secrets.
ARTICLE V
TERMINATION OF EMPLOYMENT
5.1 MANNER AND EFFECT OF TERMINATION. Employee's employment hereunder may
be terminated by the Corporation or the Employee at any time.
5.2 CONSEQUENCES OF TERMINATION. In the event that the Employee voluntarily
terminates his employment or the Corporation terminates his employment for
cause, the Employee shall be entitled to receive only his base salary, as
adjusted from time to time pursuant to Section 3.2, above (the "Base Salary"),
accrued to the date of termination of his employment. In the event that the
Employee's employment is terminated by the Corporation not for cause, the
Employee shall continue to receive the Base Salary for a period commencing on
the date of termination and ending on the later of: (i) one year after the date
of termination; or (ii) two years after the date of the UWS Buyout. For purposes
of this Agreement, the date of the UWS Buyout shall be the date that United
Wisconsin Services, Inc. purchases a majority of the stock of the Corporation or
otherwise acquires majority control of the Corporation. For purposes of this
Agreement, only the occurrence of one or more of the following acts shall be a
basis for termination for cause:
(i) the willful and continued failure of the Employee to substantially
perform his duties for the Corporation;
(ii) use of alcohol or non-prescription drugs in such a manner as to
interfere with the performance of the Employee's duties for the
Corporation;
(iii) willful conduct by the Employee which is demonstrably and
materially injurious to the Corporation, monetarily or otherwise; or
(iv) conviction of the Employee of a felony or misdemeanor which, in
the reasonable judgment of the board of directors of the Corporation, is
likely to have a material adverse effect on the business or reputation of
the Employee or the Corporation, or which substantially impairs the
Employee's ability to perform his duties for the Corporation.
ARTICLE VI
EXPENSES
During the term of the Employee's employment hereunder, the Corporation
shall pay or reimburse the Employee for all reasonable and necessary business
expenses incurred by the Employee in the interest of the Corporation. The
Employee shall be required to submit an itemized account of such expenditures
and such proof as may be necessary to establish to the satisfaction of the
Corporation that the expenses incurred by the Employee were ordinary and
necessary business expenses incurred on behalf of the Corporation.
ARTICLE VII
FRINGE BENEFITS
During the term of the Employee's employment hereunder, he shall be
entitled to participate in any individual or group life insurance, health
insurance, qualified pension or profit sharing plan or any other fringe benefit
program which the Corporation may from time-to-time make available to its
similarly situated employees, and in particular to its executive level officers,
but the Employee acknowledges that he shall have no vested rights in any such
program except as expressly provided under the terms thereof and that such
programs may be terminated as well as supplemented.
ARTICLE VIII
WAIVER OF BREACH
The waiver by the Corporation of any breach of any provision of this
Agreement by the Employee shall not be deemed a waiver by the Corporation of any
subsequent breach.
ARTICLE IX
NOTICE
Any notice required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently given and received in all respects when
personally delivered or when deposited in the United States mail, certified
mail, postage prepaid, return receipt requested and addressed to the principal
office of the Corporation or the residence of the Employee, as the case may be.
ARTICLE X
ASSIGNMENT
The Employee may not assign, pledge or encumber any interest in this
Agreement or any part thereof without the prior written consent of the
Corporation.
ARTICLE XI
COMPLETE AGREEMENT; AMENDMENT
This Agreement contains the full and complete understanding and agreement
of the parties and supersedes all prior agreements or understandings, whether
oral or written, between the parties with respect to the subject matter hereof.
This Agreement may not be modified, amended or discharged orally.
ARTICLE XII
GOVERNING LAW
This Agreement and all questions of its interpretation, performance,
enforceability and the rights and remedies of the parties hereto shall be
governed by and determined in accordance with the laws of the State of
Wisconsin.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day, month and year first above written.
AMERICAN MEDICAL SECURITY, INC.
By: /S/ XXXXXXX X. XXXXXXXX
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Its: PRESIDENT
/S/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
