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Exhibit 10.24
FIRST CHOICE HEALTH NETWORK, INC.
PRESIDENT/CEO EMPLOYMENT AGREEMENT
This agreement is made by and between First Choice Health Network, Inc.
(hereinafter referred to as "Employer") and Xxxx X. Xxxxxxxx (hereinafter
referred to as "Xxxxxxxx") effective January 1, 2003.
WHEREAS, Employer desires to secure the Services of Xxxxxxxx as an employee
of First Choice Health Network, Inc., and whereas Xxxxxxxx desires to accept a
three (3) year contract of employment beginning January 1, 2003;
NOW, THEREFORE, in consideration of the material advantages accruing to the
parties herein and the mutual covenants contained herein, the parties agree as
follows:
1. CAPACITY OF EMPLOYMENT AND GENERAL DUTIES. Xxxxxxxx
shall render full-time professional services to Employer in the capacity of
President/CEO of Employer's corporation for three (3) years.
He shall, at all times, faithfully, industriously, and to the best of his
ability, perform all duties that may be required of him by virtue of his
position as President/CEO and all duties set forth in Employer's Bylaws to the
reasonable satisfaction of the Board of Directors. His duties shall
specifically include supervision of personnel and financial matters,
attendance at meetings of the Board, reports to the Board concerning all phases
of the operation of Employer, employment of personnel and acquisition of
capital assets, product development, seeing that Employer meets or exceeds
its annual business goals as approved by the Board of Directors, and
performance of all other duties associated with a position of this nature.
Xxxxxxxx is hereby vested with authority to act on behalf of the Board in
keeping with the policies adopted by the Board, as amended from time to time.
In addition, he shall perform in the same manner any special duties assigned
or delegated to him by the Board.
2. COMPENSATION. In consideration for these services as President/CEO,
Employer agrees to pay Xxxxxxxx Three Hundred and Two Thousand Nine Hundred
Forty Dollars ($302,940) per annum as base salary (payable in twenty-six (26)
equal installments for the first year under this contract.
Base compensation for the second and third years of the contract shall be
increased annually 2% per year. Increases to base salary shall be effective on
the anniversary date of employment.
Xxxxxxxx shall be eligible for an annual incentive compensation bonus of 0 -
50% of base pay according to performance achieved against mutually determined
objectives. Eighty percent (80%) of the bonus potential will be based on
performance against specific management objectives, and twenty percent (20%)
based on the company's financial performance.
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The amount of the annual bonus shall be determined and awarded by the Board of
Directors following acceptance each year by the Board of the independent
auditor's report for
Employer.
Xxxxxxxx shall also be eligible for a long-term incentive plan as set forth in
Exhibit 1 to this Agreement.
3. VACATION, SICK LEAVE, HOLIDAYS AND OTHER BENEFITS.
(a) Xxxxxxxx shall be entitled to twenty-five (25) days of compensated
vacation time in each of the contract years. Vacation leave can be carried
over from one year to the next, but total accumulation of accrued by unused
vacation shall at no time exceed forty (40 ) days.
(b) Xxxxxxxx shall also be entitled to up to ten (10) days of paid sick leave
to be taken, if required, in each contract year, subject to the exercise of
good faith.
(c) Xxxxxxxx shall be entitled to nine (9) paid holidays Per Year, which
include those holidays observed by other employees of Employer.
(d) In the event of a single period of prolonged inability to work due to
the results of an illness or an injury, Xxxxxxxx shall be compensated at his
full rate of pay up to three (3) months from the date of the illness or
injury or until group long-term disability benefits begin, whichever occurs
earlier.
(e) Xxxxxxxx shall be permitted to be absent from Employer during working
days to attend professional meetings in the United States and to attend such
outside professional duties in the health care and/or insurance fields as
have been mutually agreed upon between him and the Chair of the Board.
Attendance at such approved meetings and accomplishment of approved
professional duties shall be fully compensated service time and shall not be
considered Vacation time.
(f) Employer shall reimburse Xxxxxxxx for all expenses incurred by him
incident to attendance at approved professional meetings, and reimburse him
for such business and entertainment expenses incurred by Xxxxxxxx in
furtherance of Employer's interest, provided, however, that such
reimbursement is consistent with policies of the Board and approved by the
Chair.
(g) Pay Xxxxxxxx Five Hundred Dollars ($500) per month as an automobile
allowance plus operating expenses for business use of a personal automobile.
(h) Provide Xxxxxxxx with an employer paid parking space in the office
building.
4. 401-K RETIREMENT PLAN. Xxxxxxxx shall he entitled to participate in the
Employer-sponsored 401-K tax-deferred retirement savings plan.
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5. PROFESSIONAL AFFILIATIONS . Employer agrees to pay dues to professional
associations and societies and to such service organizations and clubs of
which Xxxxxxxx is a member, approved by the chairman of the Board of Directors
as being in the best interests of the Employer.
6. INSURANCE BENEFITS AND MISCELLANEOUS BENEFITS. Employer also agrees to:
(a) provide, throughout the term of this contact, a group life insurance
policy for Xxxxxxxx in an amount equivalent to two times his annual base
salary, payable to the beneficiary of his choice. This coverage shall be
provided through the carrier which provides group coverage for Employer.
(b) provide comprehensive health/major medical, long-term disability, and
dental insurance for Xxxxxxxx and his dependents through the same Employer
group coverage carrier as provided to other employees.
7. TERMINATION OF EMPLOYMENT. The Board may, in its discretion, terminate
Xxxxxxxx'x duties as President/CEO. Such action shall require a majority vote
of the entire Board and become effective when such a vote is taken. After such
termination, all rights, duties, and obligations of both parties shall cease
except that Employer shall continue to pay Xxxxxxxx, as an agreed upon
termination payment, his then monthly salary for a maximum of twenty-four (24)
months but reduced for each day of service not to go below twelve (12) months
or until Xxxxxxxx secures other employment, whichever occurs first.
No agreed upon termination payment shall be made of Xxxxxxxx if he is
terminated for cause. Cause includes but is not exclusive to: theft,
dishonesty, conviction of a felony, illegal substance use, alcohol addiction,
gross neglect of duty, or the willful engaging by Xxxxxxxx in misconduct which
is materially injurious to the Company, monetarily or otherwise.
After notification of termination and until Employer's obligations cease under
this agreement or Xxxxxxxx obtains other employment, whichever occurs sooner,
Xxxxxxxx shall not be required to perform any duties for Employer or come to
the offices of Employer. During the period in which termination payments are
being made, Employer agrees to keep Xxxxxxxx'x group life, long-term
disability, and medical insurance coverage paid up and in effect so long as
permitted under the applicable contracts of insurance.
In the event Employer terminates Xxxxxxxx on the basis of gross neglect of duty
or willfully engaging in misconduct and the parties are in disagreement whether
the conduct complained of constitutes gross neglect or unbefitting conduct, the
parties agree to submit to binding arbitration the issue of whether or not the
conduct complained of constitutes gross neglect of duty or unbefitting conduct.
The arbitrator shall be a person familiar with health care management and
related issues. The parties shall fast attempt to select a mutually acceptable
arbitrator; if the parties are unable to mutually agree upon an arbitrator,
each party shall select an arbitrator of their choice. The arbitrators selected
by each party shall, in turn, select a third arbitrator who shall arbitrate
this issue and this decision shall be binding upon the parties,
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8. CHANGE IN EXECUTIVE DUTIES. In the event Employer merges with, acquires, or
is sold to another entity or business and it can reasonably be found that
Xxxxxxxx is no longer substantially performing the duties of the President/CEO
of Employer, Xxxxxxxx shall have the right, in his complete discretion, to
terminate this contract by written notice delivered to the Chairman of the
Board. After such termination, all rights, duties and obligations of both
shall cease except that Employer shall continue to pay Xxxxxxxx his then
monthly salary for the month in which his duties were terminated, and for
twelve (12) consecutive months thereafter or until Xxxxxxxx secures other
employment, whichever first occurs, as the agreed upon termination payment.
During this period, Xxxxxxxx shall not be required to perform any duties for
Employer or come to the offices of Employer. During the period in which such
termination payments are being made, Employer agrees to keep Gangway's group
life, long-term disability, and medical insurance coverage paid up and in
effect, to the extent permitted under the applicable benefit plan and
contracts.
9. TERMINATION BY EXECUTIVE. Should Xxxxxxxx in his discretion elect to
terminate this contract for any other reason than as stated in Paragraph 8, he
shall give the Board one hundred eighty (180) days, if within first year of
this agreement, or ninety (90) days thereafter written notice of his decision
to terminate. At the end of this notification period, all rights, duties, and
obligations of both parties to the contract shall cease, with the exception of
those cited in paragraph 10.
10. DISCLOSURE OF CONFIDENTIAL INFORMATION. Xxxxxxxx acknowledges that he has
been entrusted with confidential information regarding Employer's operations,
management, business strategy, and marketing, including Employer's financial,
operation and marketing policies and procedures and Employer's agreements and
relationships with shareholders and other service providers, insurers, claim
administrators, and brokers. Xxxxxxxx also acknowledges that Employer has
developed specialized techniques, procedures, and computer programs for
assessing and assuring the quality of its operation and service to its
constituents and that such techniques, procedures and programs, together with
the information derived thereby, constitute proprietary trade secrets.
Xxxxxxxx promises not to disclose or make any private use of such confidential
information and trade secrets during the term of this agreement or at any time
thereafter. Xxxxxxxx agrees not to accept employment by or to be associated
with any other managed care organization owned or operated in geographical
areas served by Employer, for a period to twelve (12) months after termination
of this agreement.
11. INDEMNIFICATION. Employer shall indemnify Xxxxxxxx against expenses
actually and necessarily incurred by him in connection with defense or
settlement of any action suit or proceeding in which he is made a party by
reason of being or having been President/CEO of the corporation, except in
relation to matters as to which Xxxxxxxx shall be adjudged in any such action,
suit, or proceeding liable for misconduct in the performance of duty, as is
provided in the Articles of Incorporation and/or Bylaws of Employer.
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Employer shall purchase and maintain comprehensive general, contingent,
professional, and directors and offices liability insurance subject to
reasonable availability on behalf of Xxxxxxxx against any liabilities, or
settlement based on asserted liability incurred by Xxxxxxxx for reason of being
or having been President/CEO of Employer, whether or not Employer would have
the power to indemnify Xxxxxxxx against such liability or settlement under the
provisions of this section.
12. EXTENSIONS AND RENEWALS. Negotiations for the extension of this contract,
or for agreement on the terms of a new contract shall be completed, or the
decision made not to negotiate a new contract made, not later than the end of
the ninth (9th) month of the final contract year. By mutual agreement of the
parties, this contract and all its terms and conditions may be extended from
year to year or for a term beyond its initial term by a simple letter exchanged
between the parties at any time during the contract term.
13. ENTIRE AGREEMENT. This contract constitutes the entire agreement between
the parties and contains all the agreement between them with respect to the
subject matter hereof. It also supersedes any and all other agreements and
contracts, either oral or written, between the Parties With respect to the
subject matter hereof.
14. MODIFICATION OF TERMS. Except as other wise specifically provided, the
terms and conditions of this contract may be amended at any time by mutual
agreement of the parties, provided that before any amendment shall be valid or
effective it shall have been reduced to writing and signed by the Chairman of
the Board and Xxxxxxxx,
15. SEVERABILITY. The invalidity or unenforceability of any particular
provision of this contract shall not affect its other provisions and this
contract shall be construed in all respects as if such invalid or unenforceable
provision had been omitted.
16. BINDING EFFECT. This agreement shall be binding upon and inure to the
benefit of Employer, its successors and assigns, and shall be binding upon
Xxxxxxxx, his administrators, executor, legatees, heirs, and assignees.
17. APPLICABLE LAW. This agreement shall be construed and enforced under and
in accordance with the law of the State of Washington.
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18. COSTS OF ENFORCEMENT. Should either party be required to take action to
enforce the terms of this agreement or the rights and obligations hereunder,
the prevailing party shall be entitled to recover its costs of enforcement,
including court costs, reasonable attorney's fees, and arbitration fees.
DATED this 19th day of December, 2003
FIRST CHOICE HEALTH NETWORK, INC.
/s/-----------------------------
Xxxx Xxxxxxx, Chair
/s/-----------------------------
Xxxx Xxxxxxxx
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