CONSULTANT CONTRACT
- 1. HEALTH QUALITY MANAGEMENT, INC., of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as CORPORATION), and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred
to as CONSULTANT), agree to the following contract, to commence when this
Contract has been signed by both parties. Upon the commencement of this
Contract, the terms hereof shall supersede any and all prior Contracts between
CORPORATION and CONSULTANT.
- 2. Upon the commencement of this Contract, CORPORATION shall compensate
CONSULTANT in the form of stock options permitting CONSULTANT to purchase eight
thousand (8,000) shares of common stock of CORPORATION at a price of ten dollars
($10.00) per share for consultant services performed during the period of
January 1, 1996 through December 31, 1996. For the period of January 1, 1997
through December 31, 1997, CORPORATION shall compensate CONSULTANT, for each
hour worked, with stock options to purchase ten (10) shares of common stock at a
price of twenty dollars ($20.00) per share. CONSULTANT shall submit time logs
each month to CORPORATION, detailing the number of hours worked and the nature
of the duties performed. The stock options cannot be exercised until a period of
two (2) years from the date of the options. The options shall expire five (5)
years after the date of the options. In the event this Contract is terminated,
CONSULTANT shall retain his right to hold the stock options earned as of the
termination date. CORPORATION and CONSULTANT hereby waive any and all
compensation rights and obligations which may have arisen to date or in the
future under any and all prior Contracts between CORPORATION and CONSULTANT, and
release and discharge each other from any and all past, present, and future
rights, obligations and claims relating thereto.
- 3. CONSULTANT shall be provided office support to assist in the work to be
performed under this Consultant Contract by employees of Medi-Cen, Corp. of
Maryland and the law firm of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ working at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇.
- 4. CORPORATION shall reimburse CONSULTANT for necessary and reasonable
expenses incurred during the course of the work to be performed under this
Consultant Contract. Any expense greater than two hundred dollars ($200.00) must
be pre-approved in writing by a Vice President of CORPORATION.
- 5. CONSULTANT agrees to work to the best of his ability as a consultant of the
CORPORATION and shall perform certain specific duties as mutually agreed upon by
CONSULTANT and CORPORATION, including but not limited to the following:
attending Board Meetings as needed; developing and maintaining non-exclusive
contracts with insurance carriers; maintaining business development contacts
with local insurance carriers with whom relationships are being developed;
developing private label insurance product; and working with employee(s) in
charge of credentialling. This obligation is personal in nature and may not be
delegated by CONSULTANT.
- 6. The term of this Contract shall be from January 1, 1996 through December
31, 1997, unless terminated earlier pursuant to Paragraph 7 below.
- 7. Either party may terminate this Contract for any reason at any time. In the
event of termination, CONSULTANT must leave all records at the office of
CORPORATION, and both parties agree that the records, contact and resource
lists, and any work product generated by, for or on behalf of CORPORATION are
particularly confidential, valuable and proprietary to CORPORATION.
- 8. This Contract does not contain a Paragraph 8.
- 9. This Contract does not contain a Paragraph 9.
- 10. UNIT(S) or SHARES of stock in CORPORATION cannot be sold unless they are
registered under the Securities Act of 1933, as amended (the "ACT") (and the
securities laws of the state of residence, if applicable) or an exemption from
such registration is available. No UNITS or SHARES will be sold, assigned, or
otherwise transferred unless a registration statement under the ACT (and the
securities laws of the state of residence, if applicable) with respect thereto
is in effect, or the CORPORATION has received a written opinion of counsel
satisfactory to the CORPORATION that, after an investigation of the relevant
facts, which shall be recited in such opinion, such counsel is of the opinion
that such sale, assignment, or transfer does not involve a transaction requiring
registration thereof under the ACT (and the securities laws of the state of
residence, if applicable) governing resales of securities acquired from an
issuer thereof.
- 11. All notices required or permitted under this Contract shall be in writing
and shall be deemed given when delivered in person or when sent via registered
or certified U.S. Mail, return receipt requested, or via facsimile transmission
to the addresses and parties set forth above, or to such other address of which
any party hereto may from time to time have been notified by the other in
compliance with the notice provisions hereof.
- 12. This is the entire agreement between the parties and no other oral or
written representations have been made. This Contract cannot be amended except
by a writing, signed by both parties. This Contract shall not have binding
effect unless and until signed by both parties. This Contract may be signed and
executed in counterpart. The Contract is governed by Maryland law. Each party
shall notify the other party in writing of any address or name change. Each
provision of this Contract shall be enforced to the fullest extent allowed by
law. If any part of this Contract is deemed invalid, unenforceable, void, or
voidable under the governing law, then that part may be severed and the
remainder left to stand as if the part was not present.
SIGNATURES
The following signatures signify consent and agreement to the foregoing
CONSULTANT CONTRACT consisting of 12 Paragraphs between HEALTH QUALITY
MANAGEMENT, INC. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 4/9/97
----------------------------------------------------- --------
CONSULTANT - ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date
4/9/97
----------------------------------------------------- --------
For the CORPORATION - HEALTH QUALITY MANAGEMENT, INC. Date
Stock Option Certificate
This stock option certificate provides that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is the registered
holder of an option to purchase eight thousand (8,000) shares of common stock in
HEALTH QUALITY MANAGMENT, INC., incorporated under the laws of the State of
Maryland in 1994, for a price of ten dollars ($10.00) per share.
This option may be exercised only after two (2) years from the date of this
option.
This option must be exercised within five (5) years of the date of this option,
after which time this option will expire. To exercise this option send this
option with a check to "HEALTH QUALITY MANAGEMENT, INC." for ten dollars
($10.00) per share to be purchased to HEALTH QUALITY MANAGEMENT, INC., ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇.
The security evidenced by this certificate has not been registered under the
Securities and Exchange Act of 1933, or any applicable state law, and no
interest therein may be sold, distributed, assigned, offered, pledged, or
otherwise transferred unless (a) there is an effective registration statement
under such Act and applicable state securities laws covering any such
transaction involving said securities, or (b) this corporation receives an
opinion of legal counsel for the holder of these securities (concurred in by
legal counsel for this corporation) stating that such transaction is exempt from
registration, or this corporation otherwise satisfies itself that that such
transaction is exempt from registration.
Unless this Option has been executed by manual signature, this Option shall not
be entitled to any benefit, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Option to be duly executed under
its corporate seal.
Dated:
-------------
HEALTH QUALITY MANAGEMENT, INC.
By:
---------------------------------
Chief Executive Officer
Attest:
-----------------------------
Secretary
ADDENDUM TO CONSULTING CONTRACT
THIS ADDENDUM TO CONSULTING CONTRACT (this "Addendum") dated this 30th
day of December, 1997 is by and between MEDI-CEN MANAGEMENT, INC. (formerly
known as Health Quality Management, Inc.)("Corporation") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("Employee")
Introductory Statement
Pursuant to the Consulting Contract dated April 9, 1997 between
Employee and Corporation (the "Employment Agreement"), Employee agreed to render
certain services to the Corporation. The parties wish to clarify and amend the
terms of the Employment Agreement as set forth herein.
NOW, THEREFORE, WITNESSETH, for and in consideration of the sum of Ten
Dollars ($10.00) the receipt of which is hereby acknowledged and the mutual
covenants contained herein, the parties do hereby agreed to amend the Employment
Agreement as follows:
1. Lock-Up Agreement. The parties agree to execute a lockup agreement
(Lockup Agreement) in the event the Company elects to make an Initial Public
Offering (IPO) at any time within two (2) years of the date of this Addendum in
the form provided by the underwriter of such public offering, provided that such
lock-up agreement shall be substantially the same form executed by all officers,
directors and principal stockholders of the Corporation. In the event Employee
shall fail to execute such Lockup Agreement, within five (5) days after request
for same by Corporation, Employee does hereby appoint any officer of the Company
as the attorney-in-fact to execution such agreement on its behalf. The power of
attorney granted herein shall be irrevocable and coupled with an interest.
2. Stock Options. Pursuant to Section 2 of the Employment Agreement,
Corporation granted to Employee options to purchase 8,000 shares of Common Stock
of Corporation at a price of Ten Dollars ($10.00) per share for services
performed in 1996. In addition, The parties intended that as of the date of the
Employment Agreement, Corporation granted options to purchase 5,000 shares of
common stock of Corporation which would vest and be exercisable at a price of
Twenty Dollars ($20.00) per share in
1
accordance with the terms of the Employment Agreement. During the 1997 calendar
year, Employee has worked 359 hours in 1997 and accordingly options to purchase
an additional 3,590 shares of stock of Corporation have vested. The parties
hereto agree that all options granted pursuant to the terms of the Employment
Agreement which have not vested by December 31, 1997 shall lapse as of such
date. The options are intended by Corporation and Employee to be exercisable at
an exercise price that equals or is greater than the fair market value of the
common stock of Corporation at the time of grant. The exercise price was
determined by the Board of Directors of Corporation based upon a variety of
factors that it deemed to be relevant in making such a determination. If it is
determined at a later date that in fact the exercise price is less than the fair
market value of the common stock at the time of the grant, then the exercise
price shall be adjusted as of the date of grant of the options to a price that
equals the fair market value of the common stock as of the date of grant.
3. Employee. Employee and Corporation desire to clarify that Employee
is an employee of Corporation and not an independent contractor.
4. Full Force and Effect. Except as provided herein, the Employment
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as
of the date first above written.
WITNESS: MEDI-CEN MANAGEMENT, INC.
___________________________ By:________________________________
Name:______________________________
Title:_____________________________
-------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
2