EMPLOYMENT AGREEMENT
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THIS AGREEMENT made and entered into as of the 3rd day of March, 1995,
by and between INTEGRATED HEALTH SERVICES, INC., a Delaware corporation,
(hereinafter collectively referred to as the "Employer" or the "Company"), and
XXXXXXXX X. XXXXXXX (hereinafter referred to as the "Employee").
W I T N E S S E T H:
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WHEREAS, Employer is engaged in the business of owning and operating
nursing care facilities and other health care-related businesses through its
subsidiaries and tradenames; and
WHEREAS, Employer wishes to employ Employee, and Employee wishes to
accept such employment, on the terms and conditions set forth herein; and
WHEREAS, in the course of her employment, and as a necessary
consequence thereof, Employee will receive information and acquire knowledge of
special procedures, processes, business conduct, and knowledge that is private,
proprietary, and secret to the Company in its business; and
WHEREAS, the business, as well as the success and profits of the
Company, depend in large part upon the maintenance of secrecy as to such
information, processes, procedures and knowledge as to the conduct of the
Company's business generally.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements herein contained, as well as the agreement to employ the Employee or
to continue to employ the Employee under the terms and conditions contained
herein, and intending to be legally bound hereby, it is agreed between the
parties hereto as follows:
ARTICLE I
EMPLOYMENT RELATIONSHIP
1.1 EMPLOYMENT. The Employer hereby employs the Employee in the
position of Senior Vice President - Southeast Division, pending approval by the
Board of Directors of the Company, with such responsibilities as may be assigned
to Employee from time to time by the Senior Vice President - Operations.
Employee shall report to and be responsible to the Senior Vice President -
Operations for the period hereinafter set forth, and the Employee hereby accepts
such employment. In the event that the Board of Directors does not appoint
Employee as Senior Vice President - Southeast Division or does not approve the
25,000 (warrants/options) for the Company's stock pursuant to Section 3.3(b)
below, Employee shall be entitled to two years of Base Salary.
1.2 EXCLUSIVE EMPLOYMENT. During the continuation of the Employee's
employment by the Employer hereunder, the Employee will, unless the Employee has
first received the prior written consent of the Employer, devote the Employee's
entire business time, energy, attention, and skill to the services of the
Employer and to the promotion of its interests, and covenants that during such
time the Employee will neither: (a) engage in, be employed by, be a director of
or be otherwise directly or indirectly interested in (i) any business or
activity competing with or of a nature similar to the businesses of the
Employer, or (ii) any business or activity engaged in the owning, operation or
management of business or activity competing with or of a nature similar to the
businesses of the Employer, nor (b) take any part in any business activities
that are clearly detrimental to the best interests of the Employer.
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ARTICLE II
PERIOD OF EMPLOYMENT
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2.1 TERM. The term of employment under this Agreement shall begin May
1, 1995, and shall end on that date which is six (6) years from May 1, 1995,
unless sooner terminated pursuant to the terms of this Agreement. The
obligations of the Employee under Paragraph 4.4 shall only be enforceable by
Employer in the event (a) Employee terminates this Agreement, (b) the Employer
terminates this Agreement for cause, as defined below, and the Employer pays
one-half of the Noncompetition Severance pay as set forth below, (c) this
Agreement terminates on its natural expiration date and the Employer pays
Noncompetition Severance Pay as set forth below, or (d) Employer terminates this
Agreement without cause and pays Noncompetition Severance Pay as set forth
below.
2.2 TERMINATION FOR CAUSE. Employer may terminate this Agreement with
cause and without any obligation to pay Employee further compensation upon the
occurrence of any one or more of the following events:
(a) Employee repeatedly fails to reasonably perform any of her
material duties of employment or ceases to reasonably perform the full
scope of her material professional responsibilities and all material
and reasonable assignments in accordance with the highest professional
standards or breaches any material term of this Agreement, which
failure, non-performance or event is not corrected within fifteen (15)
days after written notice is delivered by the Employer to the Employee
specifying said failure, non-performance or breach.
(b) Employee becomes disabled or is unable to perform her
normal duties, which condition persists for a period of sixty (60) days
or more, and Employer has provided Employee with disability insurance
which shall begin to pay after said sixty (60) day period expires;
(c) Employee is convicted of a felony;
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(d) Employee is convicted of theft, larceny or embezzlement of
Employer's tangible or intangible property.
2.3 TERMINATION WITHOUT CAUSE. Employer may terminate this Agreement
without cause and without any obligation to pay Employee further compensation at
any time prior to this Agreement's natural expiration, provided, however, that
Employer shall pay to Employee Noncompetition Severance Pay in accordance with
Section 3.4.
2.4 TERMINATION BY EMPLOYEE FOR GOOD REASON. The Employee may terminate
this Agreement for Good Reason, provided she gives the Company prior written
notice that Good Reason exists (the "Good Reason Notice"). Upon Employee's
termination of this Agreement for Good Reason, Employer shall have no obligation
to pay Employee further compensation except to pay to Employee Noncompetition
Severance Pay in accordance with Section 3.4(e).
ARTICLE III
COMPENSATION
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3.1 BASE SALARY. For all services rendered by Employee under this
Agreement, the Employee shall receive a base salary at an initial rate of
$250,000 per year ("Base Salary"), payable in accordance with the pay period
policy established by the Employer from time to time. Said base salary shall be
reviewed annually, commencing one year after the date hereof. If at any time
Employer decides to effect a company-wide pay reduction, reduction of Employee's
base salary under such company-wide pay reduction shall take effect immediately
and shall neither cause the termination of this Agreement nor constitute an
event of default by the Employer.
3.2 BONUSES. Within 90 days of the close of each calendar year (begin-
ning with calendar year 1994), the Company shall pay to the Employee a cash
bonus ("Cash Bonus") in such amount as
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may be determined according to the criteria below and which may be up to 100% of
Base Salary. If at any time Employer decides to effect a company-wide bonus
reduction among employees at the Employee's level, reduction of Employee's Cash
Bonus under such company-wide bonus reduction shall take effect immediately for
that year and shall neither cause the termination of this Agreement nor
constitute an event of default by the Employer. This Cash Bonus will be broken
down in the following manner:
(a) 40% for her division's facilities exceeding the
aggregate budget target for all facilities in her
division.
(b) 40% for the development of profitable new business
opportunities including, but not limited to, provider
and ancillary service networks, Medica and HMO risk
contract relations, new managed care or joint venture
relationships, as determined by the Company.
(c) 20% for other performance indicators, as mutually
determined by the Company and the Employee.
3.3 ADDITIONAL BENEFITS. (a) Separate and apart from the Employee's
cash compensation as set forth above, the Company shall provide to the Employee
coverage under the Company's standard health and disability insurance package as
currently provided to Senior Vice Presidents, term life insurance equal to two
times Base Salary, a monthly automobile allowance of $450.00, ten (10) sick
days, three (3) personal days and three (3) weeks of paid non-cumulative
vacation per year. The Company shall reimburse Employee for reasonable business
expenses, including telephone and fax costs at her home office and mobile phone
costs. Employee shall also be eligible to participate in the Company's Employee
Stock Participation Program and the Company's 401(k) Retirement Savings Plan, in
accordance with the eligibility requirements of those programs. Employee shall
also be eligible for, and be considered for, additional stock options pursuant
to the Company's then current Stock Option Plan applicable to Senior Executives,
at such times and in such amounts as determined
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by the Company, in its sole discretion, and approved by the Company's Board of
Directors. The 5,000 options for the Company's common stock previously granted
to Employee as a member of the Company's Managed Care Advisory Board shall
remain subject to the financial and vesting terms and conditions upon which they
were issued.
(b) As additional compensation for the performance by
the Employee of her services hereunder, the Company shall recommend to the Board
of Directors that, as soon as is reasonably practicable following the effective
date of this Agreement and upon the approval by the Board of Directors, the
Employee be granted an employee nonqualified option to purchase 25,000 shares of
common stock, which option shall vest according to the Company's standard
schedule for vesting over a period of six (6) years. The price per share for
purposes of this Section 3.3(b) shall be the price on the date on which the
Board of Directors approves this option. In the event that Employee is
terminated by the Company without cause or the Employee terminates this
Agreement according to Section 3.4(e)(i) (i.e. upon a material dimunition in the
Employee's authority and/or duties), the unvested portion of stock option
granted under this Section 3.3(b) shall continue to vest according to the
Company's standard schedule. In the event of a Change of Control, the unvested
portion of stock option granted under this Section 3.3(b) shall vest
immediately.
3.4 SEVERANCE PAY. (a) In the event Employer chooses to terminate this
Agreement without cause prior to the Agreement's natural expiration date and so
notifies the Employee, then Employer shall pay to Employee non-competition
severance pay of one-twelfth (1/12) of Employee's annual salary on a monthly
basis ("Noncompetition Severance Pay") for a minimum of twenty-four (24) months
or the amount of time remaining until this Agreement's natural expiration,
whichever is less, but in no event shall the Employee receive less than 6 months
of Noncompetition Severance Pay,
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provided, however, that Employee shall be bound by the non-competition
restrictions of Paragraph 4.4 for as long as Employee is receiving such
Noncompetition Severance Pay. The benefits provided for under Paragraph 3.3,
above, shall continue to be applicable during any period of salary continuation
under this Paragraph 3.4.
(b) In the event this Agreement terminates at its natural expiration
date and Employer elects to enforce and bind Employee to the noncompetition
restrictions of Paragraph 4.4 below, then Employer shall pay to Employee
Noncompetition Severance Pay for each month of restriction for a period of time
which is no later than twenty-four (24) months from the Agreement's natural
expiration, which time period shall be at Employer's election, but in no event
shall the Employee receive less than 6 months of Noncompetition Severance Pay.
(c) In the event that this Agreement is terminated by the Employer for
cause, and the Employer elects to enforce and bind Employee to the
non-competition restrictions of Paragraph 4.4, below, then Employer shall pay to
Employee one-half of the Noncompetition Severance Pay for the period during
which the non-competition restrictions of Paragraph 4.4 shall apply, up to a
period of nine (9) months. Employer may extend the nine-month restriction period
of Paragraph 4.4 by paying to the Employee the full Noncompetition Severance Pay
for each month of restriction after the initial nine-month restriction period,
up to a maximum of three (3) additional months, which time period shall be at
Employer's election. The benefits provided for under Paragraph 3.3, above, shall
not continue to be applicable during such restriction period.
(d) In the event Employee terminates this Agreement, other than for
Good Reason as defined below, prior to the Agreement's natural expiration date,
then Employee shall not be entitled to any Noncompetition Severance Pay,
provided, however, that Employee shall be bound by the non-
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competition restrictions of Paragraph 4.4 for a period of nine (9) calendar
months following the date of termination of the Employee's employment hereunder.
(e) In the event Employee terminates this Agreement for Good Reason
prior to the Agreement's natural expiration date, the Company shall bind the
Employee to the non-competition restrictions of Section 4.4 for a period of
twelve (12) months following the termination of the Employee's employment
hereunder, provided, however, that Company shall then pay the Employee full
Noncompetition Severance Pay for each month that the Employee is bound by the
non-competition restrictions of Section 4.4. Good Reason is defined as either
(i) a material dimunition in the Employee's authority and/or duties or (ii) a
Change of Control. For purposes of this Agreement, a "Change of Control" shall
be deemed to occur if (i) there shall be consummated (x) any consolidation,
reorganization or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's
common stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Company's common stock
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger, or (y) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company, or (ii) the stockholders of the Company shall approve any plan or
proposal for liquidation or dissolution of the Company, or (iii) any person (as
such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, including
any "group" (as defined in Section 13(d)(3) of the Exchange Act) (other than the
Executive or any group controlled by the Executive)) shall become the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty
percent (20%) or more of the Company's outstanding common stock (other
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than pursuant to a plan or arrangement entered into by such person and the
Company) and such person discloses its intent to effect a change in the control
or ownership of the Company in any filing with the Securities and Exchange
Commission.
ARTICLE IV
COVENANTS OF THE EMPLOYEE
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4.1 OWNERSHIP AND RETURN OF DOCUMENTS. The Employee agrees that all
memoranda, notes, records, papers or other documents and all copies thereof
relating to the Employer's operations or businesses, some of which may be
prepared by the Employee, and all objects associated therewith in any way
obtained by the Employee shall be the Employer's property. The Employee shall
not, except for employer's use, copy or duplicate any of the aforementioned
documents or objects, nor remove them from the Employer's facilities nor use any
information concerning them except for the Employer's benefit, either during the
Employee's employment or thereafter. The Employee agrees that the Employee will
deliver all of the aforementioned documents and objects that may be in her
possession to the Employer on termination of the Employee's employment, or at
any other time on the Employer's request, together with the Employee's written
certification of compliance with the provision of this paragraph.
4.2 CONFIDENTIAL INFORMATION. In connection with employment at the
Company, Employee will have access to confidential information consisting of
some or all of the following categories of information. Employer and Employee
consider their relation one of confidence with respect to such information:
(a) FINANCIAL INFORMATION, including but not limited to
information relating to the Company's earnings, assets, debts, prices,
pricing structure, volume of purchases or sales
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or other financial data whether related to the Company or generally, or
to particular products, services, geographic areas, or time periods;
(b) SUPPLY AND SERVICE INFORMATION, including but not limited
to information relating to goods and services, suppliers' names or
addresses, terms of supply or service contracts or of particular
transactions, or related information about potential suppliers to the
extent that such information is not generally known to the public, and
to the extent that the combination of suppliers or use of a particular
supplier, though generally known or available, yields advantages to the
Company details of which are not generally known;
(c) MARKETING INFORMATION, including but not limited to
information relating to details about ongoing or proposed marketing
programs or agreements by or on behalf of the Company, sales
fore-casts, advertising formats and methods or results of marketing
efforts or information about impending transactions;
(d) PERSONNEL INFORMATION, including but not limited to
information relating to employees' personal or medical histories,
compensation or other terms of employment actual or proposed
promotions, hirings, resignation, disciplinary actions, terminations or
reasons therefor, training methods, performance, or other employee
information; and
(e) CUSTOMER INFORMATION, including but not limited to
information relating to past, existing or prospective customers' names,
addresses or backgrounds, records of agreements and prices, proposals
or agreements between customers and the Company, status of customers'
accounts or credit, or related information about actual or prospective
customers as well as customer lists.
(f) INVENTIONS AND TECHNOLOGICAL INFORMATION, including but
not limited to information related to proprietary technology, trade
secrets, research and development data, processes, formulae, data and
know-how, improvements, inventions, techniques, and information that
has been created, discovered or developed, or has otherwise become
known to the Company (including without limitation information created,
discovered, developed or made known by or to the Employee during the
period of or arising out of Employee's employment by the Company),
and/or in which property rights have been assigned or otherwise
conveyed to the Company, which information has commercial value in the
business in which the Company is engaged.
All of the foregoing are hereinafter referred to as "Trade Secrets."
During and after the employment by the Company, regardless of the reasons that
such employment ends, Employee agrees:
(aa) To hold all Trade Secrets in confidence and not discuss,
communicate or transmit to others, or make any unauthorized copy of or
use the Trade Secrets in any
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capacity, position or business except as it directly relates to
Employee's employment by the Company;
(bb) To use the Trade Secrets only in furtherance of proper
employment related reasons of the Company to further the interests of
the Company;
(cc) To take all reasonable actions that Company deems
necessary or appropriate, to prevent unauthorized use or disclosure of
or to protect the Company's interest in the Trade Secrets; and
(dd) That any of the Trade Secrets, whether prepared by
Employee or which may come into Employee's possession during Employee's
employment hereunder, are and remain the property of the Company and
its affiliates, and all such Trade Secrets, including copies thereof,
together with all other property belonging to the Company or its
affiliates, or used in their respective businesses, shall be delivered
to or left with the Company.
This Agreement does not apply to (i) information that by means other
than Employee's deliberate or inadvertent disclosure becomes well known to the
public; (ii) disclosure compelled by judicial or administrative proceedings
after Employee diligently tries to avoid each disclosure and affords the Company
the opportunity to obtain assurance that compelled disclosures will receive
confidential treatment.
The Employee specifically waives any rights to customer names, customer
lists, customer files or parts thereof as well as test results or information
Employee might otherwise be entitled to by virtue of any applicable state or
federal law or regulation.
4.3 NON-SOLICITATION AND NON-PIRATING. For a period of two (2) years
following a termination or the natural expiration of this Agreement, the
Employee hereby agrees that, without the express written consent of the
Employer, the Employee will not, directly or indirectly, for the Employee or on
behalf of any other person, firm, entity or other enterprise:
(a) call upon any client or customer of the Employer or in any
way solicit, divert or take away any client or customer of the Employer
who was a client or customer of the
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Employer while the Employee was an employee of the Employer under this
Agreement (such period being hereinafter referred to as the "Employment
Period"); and
(b) disturb, hire, entice away or in any other manner persuade
any employee, client, or customer of the Employer who was an employee,
client, or customer of the Employer during the Employment Period, to
alter, modify or terminate their relationship with the Employer as an
employee, client, or customer, as the case may be.
4.4 NON-COMPETITION. In consideration of the Employee's employment
hereunder, and subject to the provisions of Paragraphs 2.1 and 3.4, above, the
Employee hereby agrees that, without the express written consent of the
Employer, the Employee will not, directly or indirectly, for the Employee or on
behalf of any other person, firm, entity or other enterprise, during any period
by which the Employee is receiving Noncompetition Severance Pay pursuant to
Paragraph 3.4 or, in the event Employee terminates this Agreement pursuant to
Paragraph 3.4(d) then for a period of nine (9) months, be employed by in the
same capacity as hereunder, be a director or manager of, act as a consultant
for, be a partner in, have a proprietary interest in, give advice to, loan money
to or otherwise associate with, any person, enterprise, partnership,
association, corporation, joint venture or other entity which is directly or
indirectly in the business of owning, operating or managing any nursing home,
hospital, health care facility or other entity of any type, licensed or
unlicensed, which is engaged in or provides nursing, residential or domiciliary
care services or which provides community meals, supervises the personal care of
individuals, any of which compete with the Employer or its subsidiaries within
100 miles of any subacute center then operated by the Company or any of its
subsidiaries. This provision shall not be construed to prohibit the Employee
from owning up to 2% of the issued shares of any company subject to the
reporting requirements of Section 13 or Section 15(d) of the Securities and
Exchange Act of 1934, as amended.
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4.5 NECESSARY RESTRICTIONS. The Employee acknowledges that the
restrictions contained in Paragraphs 4.3 and 4.4 are reasonable and necessary to
protect the legitimate business interests of the Employer and that any violation
thereof by her would result in irreparable harm to the Employer. Accordingly,
the Employee agrees that upon the violation by her of any of the restrictions
contained in Paragraphs 4.3 or 4.4, the Employer shall be entitled to obtain
from any court of competent jurisdiction a preliminary and permanent injunction
as well as any other relief provided at law, equity, under this Agreement or
otherwise. In the event any of the foregoing restrictions are adjudged
unreasonable in any proceeding, then the parties agree that the period of time
or the scope of such restrictions (or both) shall be adjusted to such a manner
or for such a time (or both) as is adjudged to be reasonable.
4.6 PRIOR EMPLOYERS. Employee hereby represents and warrants to the
Company that (i) she is not bound by any agreement with any prior employer or
other party to refrain from using or disclosing any confidential information or
from competing with the business of such employer or other party, (ii) her
performance under this Agreement will not breach any other agreement by which
she is bound, and (iii) she has not brought with her to the Company, nor will
she bring or use in the performance of her responsibilities at the Company, any
materials or documents of a former employer which are not generally available to
the public.
4.7 REMEDIES FOR BREACH. The Employee acknowledges that the covenants
contained in Article IV of this Agreement are independent covenants and that any
failure by the Employer to perform its obligations under this Agreement (other
than the act of nonpayment which is not cured by the Employer within thirty (30)
days of the receipt of written notice of said condition from the Employee) shall
not be a defense to enforcement of the covenants contained in Article IV,
including
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but not limited to a temporary or permanent injunction. The Employee
acknowledges that damages in the event of Employee's breach of this Article IV
will be difficult, if not impossible, to ascertain and it is therefore agreed
that the Employer, in addition to, and without limiting any other remedy or
right it may have, shall have the right to an injunction enjoining the said
breach.
ARTICLE V
ASSIGNMENT
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5.1 PROHIBITION OF EMPLOYMENT ASSIGNMENT. The Employee agrees on behalf
of the Employee and the Employee's heirs and executors, personal
representatives, and any other person or persons claiming any benefit under the
Employee by virtue of this Agreement, that this Agreement and the rights,
interests, and benefits hereunder shall not be assigned, transferred, pledged or
hypothecated in any way by the Employee or the Employee's heirs, executors and
personal representatives, and shall not be subject to execution, attachment or
similar process. Any attempt to assign, transfer, pledge, hypothecate or
otherwise dispose of this Agreement or any such rights, interests and benefits
thereunder contrary to the foregoing provision, or the levy of any attachment or
similar process thereupon shall be null and void and without effect and shall
relieve the Employer of any and all liability hereunder.
5.2 RIGHT OF EMPLOYER TO ASSIGN. This Agreement shall be assignable and
transferable by the Employer to Employer's transferee, assignee or any
successor-in-interest, parent, subsidiary or affiliate of Employer, and shall
inure to the benefit of and be binding upon the Employee, the Employee's heirs
and personal representatives, and the Employer and its successors and assigns.
Employee agrees to execute all documents necessary to ratify and effectuate such
assignment.
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5.3 BINDING EFFECT IF TRANSFERRED. In the event this Agreement is
transferred by Employer, the term "Employer" and "Company" used herein shall
refer to and be binding upon the Employer's transferee or assignee.
ARTICLE VI
GENERAL
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6.1 GOVERNING LAW. This Agreement shall be subject to and governed by
the laws of the State of Maryland, irrespective of the fact that the Employee
may become a resident of a different state.
6.2 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the Employer and the Employee and their respective heirs, legal
representatives, executors, administrators, successors and permitted assigns.
6.3 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties and contains all of the agreements between the parties with
respect to the subject matter hereof; this Agreement supersedes any and all
other agreements, either oral or in writing, between the parties hereto with
respect to the subject hereof. No change or modification of this Agreement shall
be valid unless the same be in writing and signed by both parties hereto. No
waiver of any provisions of this Agreement shall be valid unless in writing and
signed by the person or party to be charged.
6.4 SEVERABILITY. If any portion of this Agreement shall be for any
reason, invalid or unenforceable, the remaining portion or portions shall
nevertheless be valid, enforceable and carried into effect, unless to do so
would clearly violate the present legal and valid intention of the parties
hereto.
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6.5 NOTICES. All notices, demands, requests, consents, approvals or
other communications required or permitted hereunder shall be in writing and
shall be delivered by hand, registered or certified mail with return receipt
requested or by a nationally recognized overnight delivery service, in each case
with all postage or other delivery charges prepaid, and to the address of the
party to whom it is directed as indicated below, or to such other address as
such party may specify by giving notice to the other in accordance with the
terms hereof. Any such notice shall be deemed to be received (i) when delivered,
if by hand, (ii) on the next business day following timely deposit with a
nationally recognized overnight delivery service, or (iii) on the date shown on
the return receipt as received or refused or on the date the postal authorities
state that delivery cannot be accomplished, if sent by registered of certified
mail, return receipt requested.
IF TO THE COMPANY: Integrated Health Services, Inc.
00000 Xxx Xxx Xxxxxxxxx
Xxxxxx Xxxxx, XX 00000
Attn: General Counsel
IF TO THE EMPLOYEE: Xxxxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
6.6 INDEPENDENT LEGAL COUNSEL. Employee represents and warrants that
she has had the opportunity to seek the advice of independent legal counsel
prior to signing this Agreement, and that the Company has recommended to her
that she obtain such counsel.
6.7 ATTORNEYS' FEES. In the event of litigation concerning this
Agreement, the prevailing party shall be entitled to collect from the losing
party attorneys' fees and costs, including those on appeal.
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IN WITNESS WHEREOF, the Employer has caused this Agreement to be signed
by its duly authorized officers and its corporate seal to be hereunto affixed,
and the Employee has hereunto set Employee's hand on the day and year first
above written.
EMPLOYER EMPLOYEE
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Integrated Health Services, Inc.,
a Delaware Corporation
/s/ Xxxxxxxx X. Xxxxxxx
By: ----------------------------- -----------------------------------
Xxxxxxxx X. Xxxxxxx
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