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EXHIBIT 6.3
EMPLOYMENT AGREEMENT
AGREEMENT, made as of this 1st day of January, 1995 between Medical
Asset Management, Inc., a Delaware corporation with its principal office at
0000 X. Xxxxxxxx, Xxxxx 000, Xxxx, Xxxxxxx 00000 ("Employer"), and Xxxxxxx Xxxx
("Employee").
WHEREAS, Employer is in the business of providing management services
to medical service affiliates; and
WHEREAS, Employer desires to employ Employee as Vice President of the
Employer and Employee wishes to be so employed, all upon the terms and
conditions hereafter set forth.
In consideration of the mutual promises herein contained, it is agreed
as follows:
1. TERMS OF EMPLOYMENT, COMPENSATION
1.1 Employer hereby employs Employee as Senior Vice President of
the Employer for a thirty-six (36) month period commencing
January 1, 1995.
1.2 As consideration for the services to be provided hereunder,
Employer shall pay to Employee consideration of a base salary
equal to fifty percent (50%) of that received or owed to the
Senior Vice President of the Employer, Xxxxxx Xxxxxxx, and any
stock option bonus as the Board of Directors sees fit to
authorize.
1.3 In the event of "cause" which shall include competition in
violation of this Agreement, pending criminal charges prior to
conviction, incapacity due to illness, accident or other
disability when the Employee is unable to perform his duties,
breach of the terms of this Agreement, personal or professional
conduct of Employee which, in the reasonable and good faith
judgment of the Employer, injures or tends to injure the
reputation of Employer, or gross neglect by the Employee of his
duties hereunder. Employer may terminate Employee's employment
hereunder and all rights hereunder of employee shall cease.
1.4 In the event the Employee desires to terminate his employment
with the Employer, Employee shall give three (3) months'
written notice to the Employer.
2. EXPENSES, BENEFITS AND MISCELLANEOUS
2.1 Employer shall reimburse Employee for all authorized actual
travel, promotion and entertainment expenses advanced by
Employee in the course of his employment. Reimbursement shall
be provided upon the submission of receipts by Employee to
Employer.
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2.2 Employee will be entitled to any and all Employer-paid benefits
as they are made available to senior management. At the
present time Employer is not offering any Employer-paid
benefits.
2.3 If the Employee is terminated through no fault or cause of his
own, he will receive the balance of the then base salary due
until through the ending date of this contract.
2.4 Employee will be entitled to sick leave and paid holidays as
per the Employer policy.
3. DUTIES OF EMPLOYEE
3.1 Employee shall perform such duties as are generally associated
with his position as Senior Vice President and as may be
entrusted to him by the Employer or by resolution of the
Board of Directors of the Employer.
3.2 Employee shall, during the term of this employment, devote one
hundred percent (100%) of his time and attention to the
business of the Employer.
4. PROHIBITION AGAINST ENGAGING IN COMPETITION
4.1 Employee shall not, during the term of this Agreement and three
(3) years thereafter, acquire or hold any interest as
stockholder, director, agent or otherwise in or for any
corporation in competition with Employer without the consent of
the Board of Directors of Employer, and shall not engage in any
business competing with that of the Employer in the States of
Arizona, California, Washington or Alaska.
4.2 In the event the Employee terminates this Agreement or in the
event Employer's employment is terminated by Employee, the
Employee shall not, within three (3) years after such
termination of employment with Employer, engage in any
activity, directory or indirectly, which is in competition
with the business of the Employer in the States of Arizona,
California, Washington or Alaska.
4.3 It has been agreed between the parties that, due to the
personal nature of the relationship created hereunder, neither
party shall be entitled to assign or otherwise transfer the
rights or obligations associated with this Agreement without
the written consent of the other party.
4.4 Because of the unique and critical nature of the Employee's
position within the Employer, the loss of the Employee to the
Employer could not be reasonably compensated by an action at
law for damages; and for that reason, Employer is entitled to
an injunction and other equitable relief to prevent Employee's
breach of
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this agreement or in the event of a breach of Employee's
enforceable fiduciary duties to Employer.
5. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Employee shall not, during the term of his employment or at any time
thereafter, impart to any competitor of Employer, or other individual or
entity, or otherwise use for the purpose of competition with Employer, any
proprietary, financial or confidential information he may require in the
performance of his duties hereunder.
6. COMPLETE AGREEMENT: ATTORNEYS' FEES; ARIZONA LAW TO GOVERN
6.1 This Agreement represents the complete understanding between
the parties, and no modification of the terms contained herein
shall be effective unless in writing and signed by the parties.
6.2 Should legal action be necessary for the enforcement of any of
the terms or conditions contained herein, the prevailing party
shall be entitled to reasonable attorneys' fees and court costs
from the other party.
6.3 The law governing this Agreement and any further Agreements or
contractual relation between the employer and the Employee
shall be the law of the State of Arizona.
Executed at Mesa, Arizona on the date first above written.
EMPLOYER: EMPLOYEE:
MEDICAL ASSET MANAGEMENT, INC.
By /s/ Xxxx X. Xxxxx /s/ Xxxxxxx Xxxx
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Xxxx X. Xxxxx, President Xxxxxxx Xxxx
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