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EXHIBIT 10.55
EXHIBIT H
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into
as of June 29, 1999, by and between Strategic Reimbursement Services, Inc., an
Illinois corporation (together with its successors and assigns permitted under
this Agreement, "SRS"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Employee"). Certain capitalized
terms used herein are defined in Section 1. SRS is a wholly-owned subsidiary of
Sabratek Corporation, a Delaware corporation ("Sabratek").
WITNESSETH:
WHEREAS, SRS has determined that it is in the best interests of SRS and
its stockholders to employ Employee and to set forth in this Agreement the
obligations and duties of both SRS and Employee; and
WHEREAS, SRS wishes to assure itself of the services of Employee for
the period hereinafter provided, and Employee is willing to be employed by SRS
for said period, upon the terms and conditions provided in this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, SRS and Employee (individually a "Party" and
together the "Parties" ) agree as follows:
1. DEFINITIONS.
(a) "Agreement of Merger" shall mean the Agreement of Merger by and
among Sabratek, SBTK I Acquisition Corporation (a wholly-owned subsidiary of
Sabratek) and SRS.
(b) "Beneficiary" shall mean the person or persons named by Employee
pursuant to Section 12 below or, in the event that no such person is named who
survives Employee, his estate.
(c) "Board" shall mean the Board of Directors of SRS.
(d) "Cause" shall mean:
(i) Employee being found guilty of a felony or an act of fraud or
embezzlement, in each case related to SRS or its business;
(ii) any repeated and demonstrated failure by Employee to discharge
faithfully the responsibilities of his position that the chief executive officer
of Sabratek or his designee or the
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Board in good faith determines is extremely detrimental to the current and
future interests of SRS, which is not cured within 10 days after written notice
thereof to the Employee; or
(iii) a material breach by Employee of any material provision of
this Agreement, which is not cured within 10 days after written notice thereof
to the Employee.
(e) "Change in Control" shall mean the occurrence of any of the
following events:
(i) Consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")) of beneficial ownership (within the meaning of Rule
l3d-3 promulgated under the ▇▇▇▇ ▇▇▇) of 40 percent or more of the combined
voting power of the then outstanding voting securities of Sabratek or SRS; or
(ii) The individuals who, as of the date hereof, are members of the
board of directors of Sabratek cease for any reason to constitute a majority of
the board of directors of Sabratek, unless the election, or nomination for
election by the stockholders of Sabratek, of any new director or directors was
approved by a vote of a majority of the board of directors of Sabratek, in which
case such new director or directors shall, for purposes of this Agreement, be
considered as a member or members of the board of directors of Sabratek as of
the date hereof; or
(iii) Approval by stockholders of Sabratek or SRS of (A) a merger
or consolidation of Sabratek or SRS if the stockholders immediately before such
merger or consolidation do not, as a result of such merger or consolidation,
own, directly or indirectly, more than 60 percent of the combined voting power
of the then outstanding voting securities of the entity resulting from such
merger or consolidation in substantially the same proportion as their ownership
of the combined voting power of the voting securities of Sabratek or SRS, as
applicable, outstanding immediately before such merger or consolidation; or (B)
a complete liquidation or dissolution, or an agreement for the sale or other
disposition, of all or substantially all of the assets of Sabratek or SRS.
Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur (x) solely because 40 percent or more of the combined voting power of
the then outstanding securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained for
employees of Sabratek or SRS, or (ii) any corporation that, immediately prior to
such acquisition, is owned directly or indirectly by the stockholders of
Sabratek, Sabratek or SRS in the same proportion as their ownership of stock of
Sabratek or SRS immediately prior to such acquisition, or (y) if the Employee
is, immediately after any above defined change in control, employed by Sabratek
in a comparable role and at a comparable salary.
(f) "Closing Date" shall mean the date of the closing of the
transactions contemplated by the Agreement of Merger.
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(g) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(h) "Committee" shall mean the Compensation Committee of the Board, or
if no such committee, the Board.
(i) "Disability" shall mean the illness or other mental or physical
disability of Employee, as determined under the long-term disability plan of SRS
or Sabratek, as applicable, covering Employee, or if no such plan exists,
Employee's failure (i) to perform substantially his material duties under this
Agreement for a period of three consecutive months, or for an aggregate of 135
days during any month period, and (ii) to return to the performance of his
duties within 30 days after receiving written notice of termination.
(j) "Merger Agreement" shall mean the Agreement of Merger by and among
Sabratek Corporation, SBTK I Acquisition Corporation and SRA.
(k) "Salary" shall mean the annual salary provided for in Section 3
below, as adjusted from time to time.
(l) "Term of Employment" or "Term" shall mean the period specified in
Section 2(b) below.
(m) "Year" shall mean the calendar year, which is the fiscal year of
SRS.
(n) "Good Reason" means the occurrence of any one or more of the
following, without the express agreement of the Employee to continue employment
despite such occurrence, at any time after the date of this Agreement: (a)
material diminution of Employee's duties as President of SRS or the assignment
to the Employee of any material duties which are not substantially consistent
with such position, excluding, however, an isolated, insubstantial and
inadvertent action not taken in bad faith which is remedied by SRS promptly upon
receipt of notice thereof from the Employee; (b) reduction in Employee's
compensation from that in effect upon the date hereof, excluding, however, any
diminution of the foregoing applied by Sabratek consistently and in good faith
to substantially all of the executive employees of Sabratek and the heads of its
principal subsidiaries; and (c) material diminution of Employee's perquisites or
benefits from those of Sabratek in effect upon the date hereof, excluding,
however any diminution in benefits applied by Sabratek consistently and in good
faith to substantially all of the executive employees of Sabratek and the heads
of its principal subsidiaries.
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2. EMPLOYMENT TERM, POSITIONS AND DUTIES.
(a) Employment of Employee. SRS hereby employs Employee, and Employee
hereby accepts continued employment with SRS, in the positions and with the
duties and responsibilities set forth below and upon such other terms and
conditions as are hereinafter stated.
(b) Term of Employment. The Term of Employment shall commence on the
Closing Date and shall terminate on the third anniversary of the Closing Date;
provided, however, that unless either Party gives at least three months' written
notice to the other that the Term shall not continue past the third anniversary
of the Closing Date or any subsequent 12-month period for which the Term has
previously been extended, the Term shall thereafter automatically extend for an
additional 12-month period, unless the Term is sooner terminated as provided in
Section 8 below.
(c) Titles and Duties. Until the date of termination of his employment
hereunder, Employee shall be employed as the President of SRS, reporting to the
chief executive officer of Sabratek or his designee and the Board. In this
capacity, Employee shall have the customary powers, responsibilities and
authorities of the President of a similar unit of Sabratek. The Employee shall
also be entitled to serve as a director on the Board. As President, the Employee
will run the day to day activities of SRS and will be entitled to be involved in
the long-term planning of SRS, subject to the authority of the Board and the
chief executive officer of Sabratek or his designee.
(d) Location. If Sabratek requires the Employee to relocate his
residence from ▇▇▇▇, DuPage or Lake County, Illinois, the Employee may treat
such relocation as a not for Cause termination.
(e) Time And Effort.
(i) Employee agrees to devote his full business time to the
affairs of SRS in order to carry out his duties and responsibilities under this
Agreement; and
(ii) The Employee may (A) serve on the boards of a reasonable
number of trade associations, charitable organizations and/or businesses not in
competition with SRS or Sabratek, (B) engage in charitable activities and
community affairs and (C) manage his personal investments and affairs, in each
case so long as such does not or would not cause a breach of this Agreement.
3. SALARY. Employee shall receive from SRS a Salary, payable in
accordance with the regular payroll practices of Sabratek, in a minimum amount
of $250,000. During the Term the chief executive officer of Sabratek shall
review his Salary no less often than once each Year, commencing January 1, 2000.
On the basis of any such review, the chief executive officer or his designee may
in its sole discretion increase the Salary of the Employee accordingly. The term
"Salary" as used in this Agreement shall refer to his Salary at any time as so
adjusted.
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4. BONUSES. Employee shall be eligible to receive an annual bonus,
which bonus shall not be (i) less than 20% of his Salary if he achieves 80% of
specified performance objectives, (ii) less than 30% of his Salary if he
achieves 100% of specified performance objectives, or (iii) less than 40% of his
Salary if he achieves 120% of specified performance objectives for any Year.
5. EQUITY OPPORTUNITY. During the Term, Employee shall be eligible to
receive grants of options to purchase shares of Sabratek common stock and awards
of shares of Sabratek common stock, either or both as determined by the chief
executive officer of Sabratek or his designee, under and in accordance with the
terms of applicable plans of Sabratek and related option and award agreements.
6. EXPENSE REIMBURSEMENT; CERTAIN OTHER COSTS. During the Term,
Employee shall be entitled to prompt reimbursement by SRS for all reasonable
out-of-pocket expenses incurred by him in performing services under this
Agreement, upon his submission of such accounts and records as may be reasonably
required by SRS.
7. EMPLOYEE BENEFIT PLANS. During the Term Employee shall be entitled
to participate in all employee benefit plans and programs made available to
Sabratek's senior executives or to its employees generally, as such plans or
programs may be in effect from time to time, including, without limitation,
pension and other retirement plans, profit-sharing plans, savings and similar
plans, group life insurance, accidental death and dismemberment insurance,
travel accident insurance, hospitalization insurance, surgical insurance, major
and excess major medical insurance, dental insurance, short-term and long-term
disability insurance, sick leave (including salary continuation arrangements),
holidays, vacation and any other employee benefit plans or programs that may be
sponsored by Sabratek from time to time, including plans that supplement the
above- listed types of plans, whether funded or unfunded.
8. TERMINATION OF EMPLOYMENT.
(a) Voluntary Termination And Termination by Mutual Agreement. Employee
may terminate his employment voluntarily at any time. If he does so, his
entitlement hereunder shall be the same as if SRS had terminated his employment
for Cause. The Parties may terminate this Agreement by mutual agreement at any
time. If they do so, Employee's entitlement shall be as the Parties mutually
agree.
(b) General. Notwithstanding anything to the contrary herein, in the
event of termination of Employee's employment under this Agreement, he or his
Beneficiary, as the case may be, shall be entitled to receive (in addition to
payments and benefits under, and except as specifically provided in, subsections
(c) through (h) below, as applicable):
(i) his Salary through the date of termination;
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(ii) any unused vacation from prior years according to the SRS
vacation policy;
(iii) any deferred compensation payable under any deferred
compensation plan of SRS;
(iv) any other compensation or benefits, including without
limitation, benefits under equity grants and awards described in Section 5 above
and employee benefits under plans described in Section 7 above, that have vested
through the date of termination or to which he may then be entitled in
accordance with the applicable terms and conditions of each grant, award or
plan; and
(v) reimbursement in accordance with Section 6 above of any
business expenses incurred by Employee through the date of termination but not
yet paid to him.
(c) Termination Due to Death. In the event that Employee's employment
is terminated due to his death, his Beneficiary shall be entitled, in addition
to the compensation and benefits specified in Section 8(b), to:
(i) Employee's Salary, at the rate in effect immediately before
such termination, payable through the end of the month in which the proceeds of
his life insurance under the SRS or Sabratek group plan are paid; and
(ii) a prorated annual bonus for the Year in which his death
occurs.
(d) Termination Due to Disability. In the event of Disability, SRS or
Employee may terminate Employee's employment. If Employee's employment is
terminated due to Disability, he shall be entitled, in addition to the
compensation and benefits specified in Section 8(b), to a prorated annual bonus
for the Year in which his termination for Disability occurs.
(e) Termination by SRS For Cause. SRS may terminate Employee's
employment hereunder for Cause only upon written notice to Employee not less
than 10 days prior to any intended termination date, which notice shall specify
the grounds for such termination in reasonable detail. Upon receipt of such
notice, Employee (and his counsel) shall have the right to present to the chief
executive officer of Sabratek his position regarding any dispute relating to the
existence of such Cause. Unless rescinded by the chief executive officer of
Sabratek, termination shall be effective on the date specified in the original
notice.
In the event that Employee's employment is terminated for Cause, he
shall be entitled only to the compensation and benefits specified in Section
8(b).
(f) Termination Without Cause.
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(i) Termination without Cause shall mean: termination of
Employee's employment by SRS and shall include any reason for termination other
than (i) due to death, Disability or Cause, (ii) by Employee voluntarily, or
(iii) by mutual agreement of Employee and SRS. In addition, termination without
Cause shall also include termination by Employee for Good Reason. SRS shall
provide Employee thirty days' prior written notice of termination by it without
Cause (other than any termination for Good Reason).
(ii) In the event of termination by SRS of Employee's
employment without Cause, he shall be entitled, in addition to the compensation
and benefits specified in Section 8(b), to:
(A) his Salary, at the rate in effect immediately
before such termination, for a period of one year following the date of
termination, such salary to be paid on SRS' normal payroll schedule; and
(B) a prorated annual bonus for the year in which
terminated, such bonus to be paid at the same time annual bonuses are regularly
paid by SRS; and
(C) continued coverage under the health program
maintained by SRS for a period of one year; and
(D) notwithstanding anything in this Section 8(f) to
the contrary, SRS shall have no further obligation to make any salary or bonus
payments for any period following the first date on which Employee takes any
action which would fall within the definition of "Restrictive Covenant" as
provided in Section 10(a) hereof, whether or not such action occurs within the
Restrictive Period (as defined in Section 10(a) hereof).
(g) Voluntary Termination by Employee. Employee shall have the right,
upon 30 days' prior written notice, voluntarily to terminate his employment. If
he exercises this right, his employment shall cease and the Term shall terminate
as of the date stated in such notice, and he shall be entitled to receive
compensation and benefits as if SRS had terminated his employment for Cause, as
provided in Section 8(e).
(h) Notice That The Employment Term Shall Not Renew. In the event that
either Party notifies the other that the Employment Term shall not renew
pursuant to the terms of Section 2(b) above, Employee shall continue to render
services to SRS through the end of the Term as in effect on the date of delivery
of such notice, unless: (A) the non-renewal decision was made by SRS, in which
case, the chief executive officer of Sabratek or Employee may elect to treat the
notice as a termination without Cause of Employee's employment; or (B) the
non-renewal decision was made by Employee, in which case, the chief executive
officer of Sabratek may elect to treat the notice as a voluntary termination of
employment by Employee.
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(i) Additional Health Insurance Benefits. To the extent permitted by
applicable law and the group health insurance provider and agreement of the
Company, the Company shall make available to the Employee at the sole cost and
expense of the Employee health insurance benefits for a period of 5 years
subsequent to the period during which the Company paid for such benefits under
this Agreement.
(j) Change in Control. Notwithstanding anything to the contrary in this
Section 8, if, within twelve months following a Change in Control (A) Employee's
employment is terminated for any reason other than Cause, death or Disability,
or (B) there is a material adverse change in Employee's compensation title or
duties specified herein, he shall be entitled to the compensation and benefits
provided in Sections 8(b) and 8(f)(ii) (without any duplication), including, but
not limited to, any other compensation or benefits under equity grants and
awards described in Section 5 above and employee benefits under plans described
in Section 7 above, that have vested through the date of termination or to which
he may then be entitled in accordance with the applicable terms and conditions
of each grant, award or plan, provided that the term during which Employee is
entitled to continue receiving his salary pursuant to Section 8(f)(ii)(A) hereof
shall increase from one year to two years.
9. CONFIDENTIALITY AND LOYALTY.
(a) General.
(i) Employee hereby acknowledges that as a result of his employment
with SRS he has produced and had access to, and may hereafter produce and have
access to, material, records, data, trade secrets, customer lists, inventions
and information not generally available to the public (collectively,
"Confidential Information") regarding SRS and that any such Confidential
Information is the exclusive property of SRS.
(ii) Accordingly, Employee hereby agrees that, during and
subsequent to the Term, he shall hold in confidence and not directly or
indirectly disclose, use, copy or make lists of any such Confidential
Information, except to the extent that such information in such form is or
thereafter becomes lawfully available from public sources, or such disclosure is
authorized in writing by the Board, required by a law or any competent
administrative agency or judicial authority, or otherwise as reasonably
necessary or appropriate in connection with performance by Employee of his
duties hereunder.
(b) Return of Documents. All records, files, documents and other
materials or copies thereof relating to SRS' business that Employee prepares or
uses shall be and remain the sole property of SRS and shall not be removed from
SRS' premises without its written consent. Upon termination of Employee's
employment with SRS for any reason, he shall promptly deliver to SRS all such
items that are then in his possession or control.
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(c) Duty of Loyalty. Employee hereby agrees to abide by SRS' reasonable
policies, as in effect from time to time, respecting avoidance of interests
conflicting with those of SRS.
(d) Remedies And Sanctions. In the event that Employee is found to be
in violation of Section 9(a), (b) or (c), SRS shall be entitled to relief as
provided in Section 11 below.
10. NONCOMPETITION/NONSOLICITATION.
(a) Restrictive Covenant. Employee hereby agrees that, except with the
express prior written consent of SRS, for a period of one year after termination
of his employment with SRS for any reason (the "Restrictive Period"), he will
not directly or indirectly compete with the business of SRS as conducted on the
date of such termination, including, but not by way of limitation, by (i)
directly or indirectly owning, managing, operating, controlling, financing, (ii)
directly or indirectly serving as an employee, officer or director of or
consultant to, or (iii) soliciting or inducing, or attempting to solicit or
induce, any employee or agent of SRS to terminate employment with SRS and become
employed by, any person, firm, partnership, corporation, trust or other entity
that owns or operates an entity that is engaged in the same or similar business
as SRS as conducted on the date of such termination (the "Restrictive
Covenant").
If Employee violates the Restrictive Covenant and SRS brings legal
action for injunctive or other relief, SRS shall not, as a result of the time
involved in obtaining such relief, be deprived of the benefit of the full period
of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be
deemed to endure for the period specified in this Section 10(a), computed from
the date the relief is granted but reduced by the time between the period when
the Restrictive Period began to run and the date of the first violation of the
Restrictive Covenant by Employee.
(b) Exceptions. Notwithstanding anything to the contrary in Section
10(a), the Restrictive Covenant shall not:
(i) apply if SRS terminates Employee's employment without Cause, as
provided in Section 8(f) above; or
(ii) prohibit Employee from owning directly or indirectly capital
stock or similar securities or derivatives thereof which do not represent more
than five percent of the outstanding capital stock of any business similar to
that of SRS as conducted on the date of such termination.
(c) Remedies and Sanctions. In the event that Employee is found to be
in violation of Section 10(a) above, SRS shall be entitled to relief as provided
in Section 11 below.
11. REMEDIES/SANCTIONS. Employee hereby acknowledges that the
restrictions contained in Sections 9 (a), (b) and (c) and 10(a) above are
reasonable and necessary for the protection of the legitimate business interests
of SRS, for which monetary damages alone may not
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provide an adequate remedy, that any violation of these restrictions would cause
substantial injury to SRS and such interests, that SRS would not have entered
into this Agreement without receiving the additional consideration offered by
Employee in binding himself to these restrictions and that such restrictions
were a material inducement to SRS to enter into this Agreement.
In the event of any violation or threatened violation of these
restrictions, SRS (a) shall be relieved of any further obligations under the
Agreement, (b) shall be entitled to seek monetary damages resulting from such
violation, and (c) in addition to and not in limitation of, any other rights,
remedies or damages available to SRS under this Agreement or otherwise at law or
in equity, shall be entitled to seek preliminary and permanent injunctive relief
to prevent or restrain any such violation by Employee and any and all persons
directly or indirectly acting for or with him, as the case may be.
12. BENEFICIARIES/REFERENCES. Employee shall be entitled to select (and
change, to the extent permitted under any applicable law) a Beneficiary or
Beneficiaries to receive any compensation or benefit payable under this
Agreement following his death by giving SRS written notice thereof. In the event
of Employee's death, or of a judicial determination of his incompetence,
reference in this Agreement to Employee shall be deemed to refer, as
appropriate, to his Beneficiary, estate or other legal representative.
13. WITHHOLDING TAXES. All payments to Employee or his Beneficiary
under this Agreement shall be subject to withholding on account of federal,
state and local taxes as required by law.
14. INDEMNIFICATION AND LIABILITY INSURANCE. Nothing herein is intended
to limit SRS' indemnification of Employee, and SRS shall indemnify him to the
fullest extent permitted by applicable law consistent with SRS' Articles of
Incorporation and By-Laws, with respect to any action or failure to act on his
part while he is an officer, director or employee of SRS. SRS shall cause
Employee to be covered at all times by directors' and officers' liability
insurance on terms no less favorable than the directors' and officers' liability
insurance maintained by Sabratek in effect on the date hereof in terms of
coverage and amounts. SRS shall continue to indemnify Employee as provided above
and maintain such liability insurance coverage for him after the Term for any
claims that may be made against him with respect to his service as a director or
officer of SRS.
15. EFFECT OF AGREEMENT ON OTHER BENEFITS. The existence of this
Agreement shall not prohibit or restrict Employee's entitlement to participate
fully in compensation, employee benefit and other plans of SRS in which senior
executives are eligible to participate.
16. ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective successors, heirs
(in the case of Employee) and assigns.
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▇▇. REPRESENTATIONS. The Parties respectively represent and warrant
that each is fully authorized and empowered to enter into this Agreement and
that the performance of its or his obligations, as the case may be, under this
Agreement will not violate any agreement between such Party and any other
person, firm or organization. SRS represents and warrants that this Agreement
has been duly authorized by all necessary corporate action and is valid, binding
and enforceable in accordance with its terms.
18. ENTIRE AGREEMENT. Except to the extent otherwise provided herein,
this Agreement contains the entire understanding and agreement between the
Parties concerning the subject matter hereof and supersedes any prior
agreements, whether written or oral, between the Parties concerning the subject
matter hereof, between SRS and Employee, provided that the execution of this
Agreement shall not adversely affect (i) any award previously made to Employee
under any compensation plan maintained by SRS, or (ii) any statements regarding
the vesting of options or other benefits in such prior agreements. Payments and
benefits provided under this Agreement are in lieu of any payments or other
benefits under any severance program or policy of SRS to which Employee would
otherwise be entitled. The foregoing notwithstanding, the non-compete,
non-solicitation and related covenants contained in the Merger Agreement and
which relate to the Employee shall be unaffected by this Section, and such
covenants shall exist in addition to the similar covenants contained herein.
19. AMENDMENT OR WAIVER. No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by both Employee and an
authorized officer of SRS. No waiver by either Party of any breach by the other
Party of any condition or provision contained in this Agreement to be performed
by such other Party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time. Any waiver
must be in writing and signed by the Party to be charged with the waiver. No
delay by either Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.
20. SEVERABILITY. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
21. SURVIVAL. The respective rights and obligations of the Parties
under this Agreement shall survive any termination of Employee's employment with
SRS.
22. GOVERNING LAW/JURISDICTION. This Agreement shall be governed by
and construed and interpreted in accordance with the laws of Illinois, without
reference to principles of conflict of laws.
23. ARBITRATION. Any dispute or controversy, other than a dispute or
controversy arising under Sections 9 or 10 hereof or with respect to Federal or
state employment laws, rules or
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regulations (actions regarding which may be brought in any court (i) having
situs within ▇▇▇▇ County, Illinois and (ii) having jurisdiction over the dispute
or controversy), arising under or in connection with this Agreement shall be
settled exclusively by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by Employee within thirty (30) miles
from the main office of SRS, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that the
Executive shall be entitled to seek specific performance of his right to be paid
through the date of termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.
24. LEGAL FEES. All reasonable expenses and legal fees paid or incurred
by Employee pursuant to any bona fide dispute or question of interpretation
relating to this Agreement, including all such expenses and fees, if any,
incurred in contesting any termination of this Agreement by SRS or in seeking to
obtain or enforce any right or benefit provided by this Agreement, shall be paid
or reimbursed by SRS, provided, however, that if this Agreement is terminated
for Cause or if this Agreement is terminated voluntarily by Employee other than
due to a breach of this Agreement by SRS, SRS shall be obligated to pay any of
Employee's expenses and legal fees arising therefrom only if Employee is
successful on the merits pursuant to a legal judgment, arbitration or
settlement.
25. NOTICES. Any notice given to either Party shall be in writing and
shall be deemed to have been given when delivered either personally, by fax, by
overnight delivery service (such as Federal Express) or sent by certified or
registered mail postage prepaid, return receipt requested, duly addressed to the
Party concerned at the address indicated below or to such changed address as the
Party may subsequently give notice of:
If to SRS or the Board:
Strategic Reimbursement Services, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
PHONE:
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
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If to Employee:
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▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
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c/o ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile no: (▇▇▇) ▇▇▇-▇▇▇▇
If to Sabratek:
Sabratek Corporation
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
26. HEADINGS. The headings of the sections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.
27. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument.
* * * * *
H-13
14
IN WITNESS WHEREOF, the undersigned hereto have executed this
Employment Agreement as of the date first written above.
STRATEGIC REIMBURSEMENT SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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