1
EXHIBIT 10.1
CONTRACT TO EMPLOY ATTORNEY
Agreement made, effective as of December 16, 1996, by and between American
HealthChoice, Inc., a professional corporation organized and existing under the
laws of the State of New York, with its principal place of business at ▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, County of Dallas, State of
Texas, referred to as Corporation, and ▇▇▇ ▇. ▇▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, County of Oklahoma, State of Oklahoma, referred to as
Attorney.
In consideration of the mutual promises and covenants herein contained, the
parties agree:
SECTION ONE
ATTORNEY'S DUTIES
In consideration for Attorney's employment by Corporation, Attorney shall devote
Attorney's attention to the practice of law on behalf of Corporation. All other,
if any, legal interest by Attorney will take secondary priority.
Corporation shall have the power to determine the corporate legal matters to be
assigned to Attorney, the specific corporate legal duties to be performed by
Attorney, and the standards of performance to be maintained by Attorney.
If no conflict exists with in-house responsibilities, Attorney has the right to
retain clients not related to Company activities.
SECTION TWO
GENERAL POWERS OF CORPORATION
Subject to the Code of Professional Responsibility of the American Bar
Association, and all applicable laws, regulations, and rules of court,
Corporation shall have the power to assign corporate clients to Attorney; to
review all corporate work performed by Attorney and to modify, cancel, or
require Attorney to revise such work or work product; to determine the time and
the manner of the performance of all corporate work; and to determine the
standards of performance and, within reason, the necessary hours of corporate
work.
SECTION THREE
ETHICS OF ATTORNEY
Attorney shall abide by and perform Attorney's duties under and pursuant to this
contract in accordance with the ethics of the legal profession and all federal,
state, and municipal laws, regulations, and ordinances regulating the practice
of law.
SECTION FOUR
TERM
Subject to the provisions for termination as provided in this contract, the
initial term of this contract shall begin as of December 16, 1996, an go through
September 30, 1998, renewable annually in accordance with the terms of this
contract.
2
SECTION FIVE
RENEWAL
This contract shall automatically renew each year, for a period of one year
beginning each October first for the renewal year.
SECTION SIX
TERMINATION
Corporation or Attorney reserve the right to terminate this contract on thirty
(30) days' written notice to the other party. Should Corporation elect to
terminate Attorney, Corporation agrees to pay the then remaining portion of the
contract term plus one year's worth of salary. Should Attorney elect to
terminate employment, Corporation would not be obligated to pay compensation
past the termination effective date.
SECTION SEVEN
REVENUE/COSTS
Attorney shall reimburse Corporation the pro rata share of company's legal
department expenses if Attorney receives revenue from legally representing any
parties unrelated to the Corporation. Rate of reimbursement shall not exceed
more than fifty percent (50%) of net fees collected by Attorney in any one case.
For purposes of this section "net revenue" shall mean any amount due to attorney
after all other expenses reasonably allocated to the case have been paid,
including but not limited to Dr. bills, court costs, additional attorneys,
consultants, etc. but shall not include any expenses provided for by Corporation
that is the subject of reimbursement.
Corporation and Attorney recognize that the legal department will provide
separate identification, to the extent practicable, for all non-corporate
representation. Corporation further acknowledges that mere employment of a
corporate employee is not sufficient to justify Corporate business in that the
primary legal issue must relate to Corporate business.
SECTION EIGHT
BASE COMPENSATION
For corporate services rendered by Attorney under and pursuant to this contract,
Attorney shall be paid a base salary of seventy-five thousand dollars ($75,000)
annually, payable in equal bimonthly installments.
SECTION NINE
BONUSES
In addition to the compensation provided for in Section Eight of this contract,
Attorney shall receive a bonus annually, the amount of which shall be determined
annually in the discretion of the board of directors of Corporation. In
determining the amount of such bonus, the board of directors shall consider the
reasonable value of the services rendered to Corporation by Attorney.
Upon execution of this contract, Attorney is entitled to a sign on bonus, that
in place of similar bonuses given to other hired executive level employees,
Company agrees to pay off in total all student loans within six (6) months of
executing this contract.
3
SECTION TEN
RECORDS
Attorney shall keep accurate records in the form prescribed by Corporation of
all time spent on the Corporation's matters and affairs. These records must be
turned in to Corporation's bookkeeper at least once a month together with any
special billing instructions that Attorney shall think necessary or desirable.
All legal billing for legal service provided by Attorney on behalf of the
Corporation shall be rendered through Corporation's bookkeeping department
unless otherwise directed.
Attorney may be required to render to Corporation a true account of all
activities engaged in during the course of Attorney's employment. Corporation
shall render to Attorney an annual statement of the income generated by
Attorney's corporate activities.
SECTION ELEVEN
REIMBURSEMENT FOR EXPENSES
Corporation shall reimburse Attorney for all expenses reasonably and necessarily
incurred in the performance of Attorney's duties under and pursuant to this
contract. These reimbursed expenses shall include, but shall not be limited to,
travel expenses, the expense of furnishing an automobile, entertainment expenses
for the promotion of Corporation's business, professional and other dues,
attendance at forums, bar courses, lectures, and other meetings conducted for
the continuing education of members of the legal profession.
SECTION TWELVE
RELOCATION
Should Corporation relocate their home office, Corporation agrees to pay all
moving costs to relocate Attorney, including but not limited to transaction
costs for selling and purchasing a new home. Company agrees to reimburse
Attorney up to two thousand ($2,000) dollars to relocate Attorney from Edmond,
Oklahoma to Dallas, Texas area.
SECTION THIRTEEN
OFFICE
Corporation shall furnish Attorney with a private office, all necessary
secretarial and/or paralegal assistance, and such other facilities and services
as are considered customary, suitable for a corporate Attorney's position, and
adequate for the performance of Attorney's duties to and for Corporation under
and pursuant to this contract.
Office shall be in a location chosen by Corporation, however the office shall
have a separate reception area from the main corporate offices.
SECTION FOURTEEN
LIFE INSURANCE
Corporation shall provide a plan of life insurance for Attorney. The general
purpose of this life insurance is to provide to the beneficiary or beneficiaries
named by Attorney the equivalent of the Attorney's annual salary at the time of
Attorney's death. The cost of such life insurance shall be borne by Corporation
and remain in force for the full term of this contract.
At the end of one month of service, Attorney shall be furnished a life insurance
policy contract evidencing the above-stated coverage. Corporation reserves the
right to change such life insurance and its life insurance carrier at its sole
discretion.
4
SECTION FIFTEEN
PARTICIPATION
Attorney shall be eligible to participate in all plans or arrangements or
distributions by Corporation pertaining to any pensions, profit-sharing,
bonuses, or similar benefits provided for executive level employees. Nothing
contained in this contract shall be construed to give Attorney any interest in
the tangible or intangible assets of Corporation.
SECTION SIXTEEN
VACATIONS
Attorney shall be entitled to a paid vacation of two (2) weeks per year. After
each five year period of service the paid vacation time shall increase by one
week, but at no time will the paid weeks exceed five in any one year. The time
of each annual vacation shall be mutually agreed on by Attorney and Corporation.
SECTION SEVENTEEN
LEAVES OF ABSENCE
Subject to the approval of each request by Corporation, Attorney may be granted
leaves of absence with full payment of salary for attendance at conventions of
professional organizations, continuing legal educational institutions, and
meetings of similar nature. Any expenses reasonably and necessarily incurred by
Attorney in connection with such activities shall be paid for or reimbursed by
Corporation. Total leave time for such above-stated activities shall not exceed
three (3) weeks in any one calendar year.
Corporation, from time to time, may approve leaves of absence with full or
partial payment of salary and expenses for other purposes in its sole
discretion.
SECTION EIGHTEEN
DISABILITY
If Attorney becomes unable to perform Attorney's duties fully by reason of
illness or incapacity of any kind and such condition continues for more than one
(1) month, Corporation, in its discretion, may reduce or terminate the salary
payments of Attorney. In such event, Attorney's full salary shall be reinstated
when Attorney is competent to return to full time employment.
SECTION NINETEEN
MEDICAL INSURANCE
Corporation shall maintain a policy of insurance for the payment of
hospitalization costs and certain medical expenses incurred by Attorney and
Attorney's immediate family similar to that for other executive level employees.
Attorney shall become eligible to participate in Corporation's insurance plan on
the completion of one (1) month of employment. Corporation shall pay for one
complete physical each year from a Doctor of Attorney's choice.
The cost of the above-stated medical insurance shall be borne by Corporation.
Corporation reserves the right to change carriers or plans provided that no new
plan after the commencement of Attorney's eligibility shall provide lower
benefits than those provided in the plan in effect on Attorney's date of
eligibility.
5
SECTION TWENTY
LIABILITY OF CORPORATION
All matters of eligibility for coverage or benefits under any plan or plans of
health, life, hospitalization, or other insurance shall be determined in
accordance with provisions of the applicable insurance policies. Corporation
shall not be liable to Attorney, or Attorney's family, heirs, executors, or
beneficiaries, for any payment payable or claimed to be payable under any plan
of insurance.
Corporation will not be liable for any of Attorney's non-corporate related
activities. Attorney agrees to hold Corporation harmless and indemnify
Corporation for any claims arising from Attorney's non-corporate activities.
SECTION TWENTY-ONE
WAIVER OF BREACH
The waiver by either party to this contract of a breach of any provision of this
contract shall not operate or be construed as a waiver of any subsequent breach
of the same or any other provisions of this contract.
SECTION TWENTY-TWO
NOTICES
Any notice required to be given under this contract shall be sufficient, if in
writing, hand delivered, or sent by registered mail to the last known residence
of Attorney or from Attorney to the principal office of Corporation.
SECTION TWENTY-THREE
BINDING EFFECT
This contract shall be binding on the parties, their successors, and assigns,
and the estate, heirs, legatees, executors, administrators, and beneficiaries of
Attorney.
SECTION TWENTY-FOUR
GOVERNING LAW
This contract shall be governed by, construed, and enforced in accordance with
the laws of the State of Texas.
SECTION TWENTY-FIVE
EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this contract will not and shall not be deemed
to affect the validity of any other provision. In the event any provision of
this contract is held to be invalid, the parties agree that the remaining
provisions shall be deemed to be in full force and effect as if they had been
executed by both parties subsequent to the expungement of the invalid provision.
SECTION TWENTY-SIX
ENTIRE AGREEMENT
This contract constitutes the entire contract between the parties, and any prior
understanding or representation of any kind preceding the date of this contract
shall not be binding on either party except to the extent incorporated in this
contract.
6
SECTION TWENTY-SEVEN
MODIFICATION OF AGREEMENT
Any modification of this contract or additional obligation assumed by either
party in connection with this contract shall be binding only if in writing
signed by each party or an authorized representative of each party.
SECTION TWENTY-EIGHT
ATTORNEY FEES
In the event any action is filed in relation to this contract, the unsuccessful
party in the action shall pay to the successful party, in addition to all the
sums that either party may be called on to pay, a reasonable sum for the
successful party's attorney fees.
SECTION TWENTY-NINE
ASSIGNMENT OF RIGHTS
The rights of each party under this contract are personal to that party and may
not be assigned or transferred to any other person, firm, corporation, or other
entity without the prior, express, and written consent of the other party.
SECTION TWENTY-SIX
PARAGRAPH HEADINGS
The titles to the paragraphs of this contract are solely for the convenience of
the parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of the provisions of this contract.
IN WITNESS WHEREOF, each party to this contract has caused it to be executed at
American HealthChoice, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇, on the date indicated below.
WITNESSES: /s/ ▇▇. ▇. ▇. ▇▇▇▇▇▇ AMERICAN HEALTHCHOICE, INC.
WITNESSES: /s/ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Director, COO
WITNESSES: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇▇