EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into this 18th day of July, 1997 (the
"Agreement") by and between Arizona Glaucoma Institute, Inc., an Arizona
corporation (the "Company"), and Xx. Xxx X. Xxxxx, an Arizona resident (the
"Employee").
1. Employment. The Company hereby employs Employee and Employee hereby
accepts employment from the Company as the Chief Medical Director and the
initial Staff Physician of the Company's health care institution located at 0000
X. 00xx Xxx, Xxxxxxxxxx, Xxxxxxx (the "Clinic"), upon the terms and conditions
set forth herein. Employee may execute an agreement to be employed as the
Medical Director of all of the similar clinics owned and operated by Coronado
Industries, Inc., the parent of the Company ("Coronado").
2. Term. The term of this Agreement shall begin on August 1, 1997 and shall
continue through August 31, 1999 (the "Term"), subject to the provisions for
termination hereinafter provided. This Agreement shall be renewable upon the
mutual agreement of the parties hereto.
3. Compensation.
(a) During the first year of the term of this Agreement, the Company
shall pay Employee the monthly salary of $12,500 for the services rendered by
the Employee to the Company in the positions set forth in Section 1 above of
this Agreement. During the second year of the term of this Agreement, the
Company shall pay Employee the monthly salary of $16,667 for the services
rendered by the Employee to the Company in the positions set forth in Section 1
above of this Agreement. The monthly salary described herein shall be paid to
the Employee on such basis during the month as may be agreed upon by the Company
and the Employee.
(b) In addition to the sum described in Section 3(a) above of this
Agreement, Employee shall be paid a sum equal to five percent (5%) of the annual
net income of the Company, as determined by generally accepted accounting
principles with the Company paying all license, management and other fees
required to Coronado and its other subsidiaries (the "Bonus"). The Bonus shall
be payable on a quarterly basis, with any losses incurred by the Company in any
and all prior quarters accumulated with and off set against any subsequent
quarter's income.
(c) In addition to the sums described in Section 3(a) and (b) above of
this Agreement, the Company shall pay for the medical malpractice insurance
required for Employee to serve in the positions described in Section 1 above of
this Agreement, as well as continued health insurance.
4. Duties. Employee shall perform all duties incident to his positions
indicated in Section 1 above of this Agreement as may be specified in the
written personnel policies of the Company and/or required of such positions by
the rules and regulations of the Arizona Department of Health Services.
5. Extent of Services. Employee shall devote one hundred percent (100%) of
his normal full employment time, attention and energies to the business of the
Company; except to the extent he is employed in the affairs of Coronado or, if
Employee's full time is not required in the business of the Company or Coronado,
Employee may spent no more than one (1) day per five day work week on the
business of his private medical practice. However, the Company shall charge
Employee a pro-rata portion of each month's medical malpractice premium to cover
Employee which such insurance during such private practice by Employee.
6. Working Facilities. The Company shall furnish Employee with such
facilities and support services at the Clinic as is required by the rules and
regulations of the Arizona Department of Health Services and as the Company's
Board of Directors shall determine to be required for the performance of his
duties. In the event the Company's Board of Directors expressly authorizes the
Company's use of facilities, equipment or supplies provided by Employee,
Employee shall be reimbursed by the Company for the cost of such item used.
7. Expenses. Employee is hereby authorized to incur reasonable expenses
directly relating to the active conduct of the Company's business, including
expenses for travel, entertainment and similar items. The Company shall
reimburse Employee for such expenses upon the presentation by Employee, from
time to time, of an itemized expense report of such items, in accordance with
the guidelines set forth by the Company and/or the Internal Revenue Service. All
expenses incurred by Employee are subject to review and prior approval of the
Company's Board of Directors.
8. Termination.
(a) Employee may terminate this Agreement for cause or without cause,
upon thirty (30) days' written notice to the Company; provided, however, that
after the effectiveness of such termination by Employee, the Company shall not
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be required to provide any compensation to Employee as described in Section 3
above of this Agreement.
(b) The Company may terminate this Agreement for cause or without
cause, upon thirty (30) days' written notice to Employee; provided, however,
that if such termination is without cause, the Company shall provide to Employee
the cash compensation described only in Section 3(a) above of this Agreement for
one full year after the effective date of such termination. If the Company's
termination is for cause, the Company shall not be required to provide any
element of the compensation described in Section 3 above of this Agreement.
"Cause" as used in this Section 8(b) of this Agreement shall mean: (i) death of
Employee; (ii) any disability to Employee which prevents Employee from providing
the extent of services described in Section 5 above of this Agreement for
forty-five (45) days out of any ninety (90) consecutive day period during the
term of this Agreement described in Section 2 above; or (iii) Employee's refusal
to perform the services or duties described in Sections 1 or 4 above,
respectively, of this Agreement.
9. Litigation and Arbitration. Any controversy or claim arising out of or
relating to this Agreement, except for a request for injunctive relief, shall be
settled by arbitration in the Phoenix metropolitan area in accordance with the
then governing rules of the American Arbitration Association. The party to whom
the arbitrator or arbitration panel makes an award shall be entitled to receive
as part of the award the reasonable cost of its attorney fees and litigation
expenses. Judgment upon the award rendered in the arbitration may be enforced in
court described in Paragraph 11 below of this Agreement.
10. Assignment. Rights and obligations of a party to this Agreement may not
be assigned or transferred without the other party's prior written consent
thereto.
11. Governing Law And Venue. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Arizona, United States
of America. The parties hereby expressly agree that the proper venue for any
claim or cause of action by the parties shall be the Superior Court for
Maricopa, Arizona and each party upon execution of this Agreement consents to
the service of process from such court.
12. Modification. No modification or amendment of this Agreement shall be
valid unless it is in writing and signed by both parties hereto.
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13. Complete Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings
between the Company and Employee.
14. Waiver. The waiver by either party of a breach of any term of this
Agreement shall not operate as, or be construed as, a waiver of any subsequent
breach.
15. Headings. The headings in this Agreement are inserted for convenience
only and shall not be considered in interpreting the provisions hereof.
[Signature Page Follows]
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as
of the date first above written.
ARIZONA GLAUCOMA INSTITUTE, INC.
By: /s/ G. Xxxxxxx Xxxxx
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G. Xxxxxxx Xxxxx, President
/s/ Xxx X. Xxxxx
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XX. XXX X. XXXXX
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