EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 21st day of June, is
entered into by Physicians Quality Care, Inc., a Delaware corporation with its
principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(the "Company"), and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., residing at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("▇▇▇▇▇▇").
The Company recognizes that the future growth, profitability and success of
the business of the Company will be enhanced by the employment of ▇▇▇▇▇▇. The
Company desires therefore to secure the benefit of ▇▇▇▇▇▇'▇ experience and
ability. In order to retain the services of ▇▇▇▇▇▇ in the manner set forth
below, the Company desires to offer ▇▇▇▇▇▇ a compensation package which
recognizes the significance of his individual contribution to the future growth,
profitability and success of the Company and allows him to draw a salary
commensurate with his knowledge and experience.
NOW THEREFORE, on the basis of the foregoing facts and in consideration of
the mutual covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties agree as follows:
1. Employment. The Company hereby agrees to employ ▇▇▇▇▇▇ and ▇▇▇▇▇▇
hereby accepts employment with the Company, upon the terms and subject to the
conditions hereinafter set forth.
2. Term. The term of this Agreement (the "Term") shall commence on
June 21, 1995 (the "Commencement Date"), and shall continue in effect for a
period of thirty-six (36) months, expiring on June 20, 1998 unless otherwise
extended as hereinafter provided. The Term shall be automatically extended for
additional twelve-month periods on June 21, 1998 and on each June 21 thereafter,
unless the Company notifies ▇▇▇▇▇▇ in writing that such
extension shall not take place, ninety (90) days prior to any such June 21
extension date; provided that, if a Change of Control of the Company (as defined
in Section 11(b)) shall have occurred during the original or extended Term of
this Agreement, this Agreement shall continue in effect for a period of not less
than twenty-four (24) months beyond the month in which such Change of Control
occurred, as provided in Section 11(a).
3. Position; Duties.
(a) The Company and ▇▇▇▇▇▇ agree that, subject to the provisions of
this Agreement and subject to the direction of the Chief Executive Officer and
the Board of Directors of the Company (the "Board"), the Company shall, during
the Term, employ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall serve as Executive Vice President,
Medical Information Systems and Academic Development or in such other position
as the Company or the Board may determine from time to time. ▇▇▇▇▇▇ shall
report directly to the Chief Executive Officer of the Company and shall be
subject to the supervision of, and shall have such authority as is delegated to
him by the Chief Executive Officer or the Board which shall include, but not be
limited to, those activities set forth on Exhibit A attached hereto. ▇▇▇▇▇▇
shall be based at the Company's headquarters in Massachusetts and shall not be
obligated to relocate outside the metropolitan Boston area to perform his duties
and responsibilities without his prior written consent.
(b) ▇▇▇▇▇▇ hereby accepts such employment and agrees to undertake the
duties and responsibilities inherent in such position and such other duties and
responsibilities as the Chief Executive Officer of the Company or the Board
shall from time to time reasonably assign to him. ▇▇▇▇▇▇ agrees to devote 40%
of his entire business time, attention and energies to the business and
interests of the Company during the Term. ▇▇▇▇▇▇ agrees to abide by the written
rules, regulations, instructions, personnel practices and policies
2
of the Company and any changes therein which may be adopted from time to time by
the Company.
4. Member of the Board. Throughout the Term, ▇▇▇▇▇▇ shall be eligible to
serve as a Director of the Company and a member of the Board. The Company
agrees that it shall nominate ▇▇▇▇▇▇ for election as a Director of the Company
at all elections of the members of the Board during the Term unless ▇▇▇▇▇▇
declines to stand for election.
5. Compensation. As compensation for ▇▇▇▇▇▇'▇ employment hereunder, the
Company shall pay to ▇▇▇▇▇▇ a base salary payable in equal semi-monthly
installments at the annual rate of $175,000 or such greater base salary as the
Chief Executive Officer of the Company may from time to time approve.
6. Vacation. ▇▇▇▇▇▇ shall be entitled to four (4) weeks of vacation time
each year, to be pro-rated monthly for partial years, during the Term. If
▇▇▇▇▇▇ does not utilize all vacation in the year earned, the unused vacation
time in any year shall not carry over to the next year.
7. Expenses. The Company shall reimburse ▇▇▇▇▇▇ for all reasonable
travel, entertainment and other expenses incurred or paid by ▇▇▇▇▇▇ in
connection with, or related to, the performance of his duties, responsibilities
or services under this Agreement, upon presentation by ▇▇▇▇▇▇ of documentation,
expense statements, vouchers and/or such other supporting information as the
Company may request, provided, however, that the amount available for such
travel, entertainment and other expenses may be fixed in advance by the Chief
Executive Officer or the Board.
8. Restricted Stock Award. Pursuant to the Company's 1995 Restricted
Stock Plan (the "Restricted Stock Plan"), the Company shall issue to ▇▇▇▇▇▇
618,750 shares of Common Stock of the Company, $.01 par value per share (the
"Founder's Shares"), at a
3
purchase price of $.01 per share, subject to vesting and the Company's right to
repurchase at $.01 per share, in the event that all of ▇▇▇▇▇▇'▇ Founder's Shares
do not vest and are forfeited in accordance with the Restricted Stock Plan
(which shall provide for, among other things, a vesting schedule based on (i)
performance targets for the Company as set by the Board, (ii) performance
targets for executive recipients as agreed to between the Chief Executive
Officer of the Company and such executive, and (iii) the duration of such
executive's employment with the Company). On the date hereof, ▇▇▇▇▇▇ and the
Company shall enter into a Restricted Stock Agreement substantially in the form
attached hereto as Exhibit B (the "Restricted Stock Agreement").
9. Employment Termination. The employment of ▇▇▇▇▇▇ by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of the
following:
(a) Expiration of the Term in accordance with Section 2;
(b) At the election of the Company, for Cause, immediately upon
written notice by the Company to ▇▇▇▇▇▇. For the purposes of this Section 9(b),
"Cause" for termination shall be deemed to exist upon (a) a good faith finding
by the Company of failure of ▇▇▇▇▇▇ to perform his assigned duties for the
Company, dishonesty, gross negligence or misconduct, or (b) the conviction of
▇▇▇▇▇▇ of, or the entry of a pleading of guilty or nolo contendere by ▇▇▇▇▇▇ to,
any crime involving moral turpitude or any felony;
(c) Thirty days after the death or disability of ▇▇▇▇▇▇. As used in
this Agreement, the term "disability" shall mean the inability of ▇▇▇▇▇▇, due to
a physical or mental disability, for a period of 90 days, whether or not
consecutive, during any 360-day period to perform the services contemplated
under this Agreement. A determination of disability shall be made by a physician
satisfactory to both ▇▇▇▇▇▇ and the Company, provided that if ▇▇▇▇▇▇ and the
Company do not agree on a physician, ▇▇▇▇▇▇ and the
4
Company shall each select a physician and these two together shall select a
third physician, whose determination as to disability shall be binding on all
parties;
(d) At the election of either party, upon not less than sixty (60)
days' prior written notice of termination.
10. Effect of Termination of Employment.
(a) Termination for Cause or at Election of Either Party. In the
event ▇▇▇▇▇▇'▇ employment is terminated for Cause pursuant to Section 9(b), or
at the election of either party pursuant to Section 9(d), the Company shall pay
to ▇▇▇▇▇▇ the compensation and benefits otherwise payable to him under Section 5
through the last day of his actual employment by the Company.
(b) Termination for Death or Disability. If ▇▇▇▇▇▇'▇ employment is
terminated by death or because of disability pursuant to Section 9(c), the
Company shall pay to the estate of ▇▇▇▇▇▇ or to ▇▇▇▇▇▇, as the case may be, the
compensation which would otherwise be payable to ▇▇▇▇▇▇ up to the end of the
month in which the termination of his employment because of death or disability
occurs.
(c) Survival. The provisions of Sections 13 and 14 shall survive the
termination of this Agreement.
11. Termination in the Event of a Change of Control.
(a) In the event a Change in Control (as defined in Subsection (b)
below) shall occur during the Term and ▇▇▇▇▇▇'▇ employment with the Company is
subsequently terminated or terminates for any reason within twenty-four (24)
months after such Change in Control other than by reason of (i) disability or
death, or (ii) termination by the Company for
5
Cause, ▇▇▇▇▇▇ shall be entitled to receive the vesting of the Founder's Shares
and the exercisability of stock options ▇▇▇▇▇▇ then holds as set forth in
Subsection (c) of this Section 11.
(b) A "Change in Control" shall occur or be deemed to occur if any of
the following events occur:
(i) any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power
of the Company's then outstanding voting securities entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
provided however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control: (A) any acquisition
directly from the Company, (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (D)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of paragraph (iii) below;
(ii) Individuals who, as of the Commencement Date, constitute the
Board (as of such date, the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be, for purposes of this Agreement, considered as though such person were a
member of the Incumbent Board, excluding any individual whose initial assumption
of office
6
occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or
(iii) the stockholders of the Company approve a reorganization,
merger or consolidation of the Company with any other corporation or the sale or
other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership of the Outstanding Company Voting Securities
immediately prior to such Business Combination, (B) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 50% or more of,
the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (C) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of
7
the initial agreement, or of the action of the board, providing for such
Business Combination; or
(iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(c) The ▇▇▇▇▇▇ Stock Restriction Agreement and all stock options for
the purchase of the Company's Common Stock granted to ▇▇▇▇▇▇ by the Company
under any of the Company's stock option plans shall provide for acceleration of
the vesting of the Founder's Shares and the full and immediate exercisability of
each such option upon the occurrence of a Change of Control.
(d) Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by ▇▇▇▇▇▇ in
connection with a Change of Control or the termination of ▇▇▇▇▇▇'▇ employment
(all such payments and benefits, including those set forth in Section 11(c)
being hereafter called "Total Payments"), would be subject (in whole or part),
to the excise tax imposed under Section 4999 of the Internal Revenue Code
("IRC") (the "Excise Tax"), then the Total Payments may be reduced, in such
order and manner as ▇▇▇▇▇▇ may elect, so that no portion of the Total Payments
is subject to the Excise Tax if (i) the net amount of such Total Payments, as so
reduced (and after deduction of the net amount of federal, state and local
income tax on such reduced Total Payments) is greater than (ii) the excess of
(A) the net amount of such Total Payments, without reduction (but after
deduction of the net amount of federal, state and local income tax on such Total
Payments), over (B) the amount of Excise Tax to which ▇▇▇▇▇▇ would be subject in
respect of such Total Payments. For purposes of determining whether and the
extent to which the Total Payments will be subject to the Excise Tax, (i) no
portion of the Total Payments the receipt or enjoyment of which ▇▇▇▇▇▇ shall
have effectively waived in
8
writing prior to the date of his termination shall be taken into account, (ii)
no portion of the Total Payments shall be taken into account which in the
opinion of tax counsel selected by the Company does not constitute a "parachute
payment" within the meaning of Section 280G(b)(2) of the IRC (including by
reason of Section 280G(b)(4)(A) of the IRC) and, in calculating the Excise Tax,
no portion of such Total Payments shall be taken into account which constitutes
reasonable compensation for services actually rendered, within the meaning of
Section 280G(b)(4)(B) of the IRC, and (iii) the value of any non-cash benefit or
any deferred payment or benefit included in the Total Payments shall be
determined by the Company in accordance with the principles of Sections
280G(d)(3) and (4) of the IRC. Prior to the payment of any of the Total
Payments, the Company shall provide ▇▇▇▇▇▇ with its calculation of the amounts
referred to in this Section and such supporting materials as are reasonably
necessary for ▇▇▇▇▇▇ to evaluate the Company's calculations.
12. Indemnification. ▇▇▇▇▇▇ shall be fully indemnified by the Company in
his capacity as an officer and director of the Company to the extent permitted
by Delaware law.
13. Non-Compete.
(a) So long as ▇▇▇▇▇▇ is employed by the Company and for a period of
one year after the termination or expiration of his employment, ▇▇▇▇▇▇ will not
directly or indirectly:
(i) as an individual proprietor, partner, stockholder, officer,
employee, director, joint venturer, investor, lender, or in any other capacity
whatsoever (other than as the holder of not more than one percent (1%) of the
total outstanding stock of a publicly held company), engage directly or
indirectly in any business or entity which (i) operates, develops or manages
physician practice management entities or (ii) develops, designs, produces,
markets or sells managed care products, of the kind or type developed or
9
which were being developed, produced, marketed or sold by the Company while
▇▇▇▇▇▇ was employed by the Company, to the extent such engagement assists such
business or entity in competing with the business conducted by the Company in
any city in which the Company conducts material operations; or
(ii) recruit, solicit or induce, or attempt to induce, any
employee or employees of the Company to terminate their employment with, or
otherwise cease their relationship with, the Company; or
(iii) solicit, divert or take away, or attempt to divert or
to take away, the business or patronage of any of the clients, customers or
accounts, or prospective clients, customers or accounts, of the Company which
were contacted, solicited or served by ▇▇▇▇▇▇ while employed by the Company.
(b) The Company acknowledges and agrees that, notwithstanding anything
else to the contrary contained herein, none of ▇▇▇▇▇▇'▇ activities undertaken in
connection with his employment by the Massachusetts General Hospital and the
Harvard Medical School, including but not limited to his activities as a
director or manager of any physician's network or physician's organization or of
any integrated healthcare delivery system developed by Massachusetts General
Hospital and Harvard Medical School, shall be deemed a violation of this Section
13. If any restriction set forth in this Section 13 is found by any court of
competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.
(c) The restrictions contained in this Section 13 are necessary for
the protection of the business and goodwill of the Company and are considered by
▇▇▇▇▇▇ to be
10
reasonable for such purpose. ▇▇▇▇▇▇ agrees that any breach of this Section 13
will cause the Company substantial and irrevocable damage and therefore, in the
event of any such breach, in addition to such other remedies which may be
available, the Company shall have the right to seek specific performance and
injunctive relief.
14. Proprietary Information and Developments.
(a) Proprietary Information.
(i) ▇▇▇▇▇▇ agrees that all information and know-how, whether or
not in writing, of a private, secret or confidential nature concerning the
Company's business, business relationships or financial affairs (collectively,
"Proprietary Information") is and shall be the exclusive property of the
Company. By way of illustration, but not limitation, Proprietary Information may
include inventions, products, processes, methods, techniques, formulas,
compositions, compounds, projects, developments, plans, research data, clinical
data, financial data, personnel data, computer programs, and customer and
supplier lists and contracts at or knowledge of customers or prospective
customers of the Company. ▇▇▇▇▇▇ will not disclose any Proprietary Information
to others outside the Company or use the same for any unauthorized purposes
without written approval by an officer of the Company, either during or after
his employment, unless and until such Proprietary Information has become public
knowledge without fault by ▇▇▇▇▇▇.
(ii) ▇▇▇▇▇▇ agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, laboratory notebooks, program listings, or
other written, photographic, or other tangible material containing Proprietary
Information, whether created by ▇▇▇▇▇▇ or others, which shall come into his
custody or possession, shall be and are the exclusive property of the Company to
be used by ▇▇▇▇▇▇ only in the performance of his duties for the Company.
11
(iii) ▇▇▇▇▇▇ agrees that his obligation not to disclose or
use information, know-how and records of the types set forth in Subsection (a)
of this Section 14, also extends to such types of information, know-how, records
and tangible property of customers of the Company or suppliers to the Company or
other third parties who may have disclosed or entrusted the same to the Company
or to ▇▇▇▇▇▇ in the course of the Company's business.
(b) Developments.
(i) ▇▇▇▇▇▇ will make full and prompt disclosure to the Company
of all inventions, improvements, discoveries, methods, developments, software,
and works of authorship, whether patentable or not, which are created, made,
conceived or reduced to practice by ▇▇▇▇▇▇ or under his direction or jointly
with others during his employment by the Company, whether or not during normal
working hours or on the premises of the Company (all of which are collectively
referred to in this Agreement as "Developments").
(ii) ▇▇▇▇▇▇ agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all his right, title
and interest in and to all Developments and all related patents, patent
applications, copyrights and copyright applications. However, Subsection (b) of
this Section 14 shall not apply to Developments which do not relate to the
present or planned business or research and development of the Company and which
are made and conceived by ▇▇▇▇▇▇ not during his working hours for the Company,
not on the Company's premises and not using the Company's tools, devices,
equipment or Proprietary Information.
(iii) ▇▇▇▇▇▇ agrees to cooperate fully with the Company, both
during and after his employment with the Company, with respect to the
procurement, maintenance and enforcement of copyrights and patents (both in the
United States and foreign countries)
12
relating to Developments. ▇▇▇▇▇▇ shall sign all papers, including, without
limitation, copyright applications, patent applications, declarations, oaths,
formal assignments, assignment of priority rights, and powers of attorney, which
the Company may deem necessary or desirable in order to protect its rights and
interests in any Development.
(c) Other Agreements. ▇▇▇▇▇▇ hereby represents that he is not bound
by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of his employment with the Company or to refrain from
competing, directly or indirectly, with the business of such previous employer
or any other party. ▇▇▇▇▇▇ further represents that his performance of all the
terms of this Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence proprietary information, knowledge or
data acquired by him in confidence or in trust prior to his employment with the
Company.
15. Assignment. Neither this Agreement nor any rights or benefits
hereunder shall be subject to execution, attachment or similar process nor may
this Agreement or any rights or benefits hereunder be assigned, delegated,
transferred, pledged or hypothecated, without the written consent of both
parties hereto, and any such assignment, delegation, transfer, pledge,
hypothecation, execution, attachment or similar process shall be null and void.
16. Successors; Binding Agreement.
(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to assume expressly
in writing and to agree to perform its obligations under this Agreement in the
same manner and to the same extent that the Company would
13
be required to perform it if no such succession had taken place. Failure of the
Company to obtain an assumption of this Agreement prior to the effectiveness of
succession shall be a breach of this Agreement. As used in this Agreement, "the
Company" shall mean the Company as defined above and any successor to its
business or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of and be enforceable by
▇▇▇▇▇▇'▇ personal or legal representatives, executors, administrators,
successors, heirs, distributees, deviseesand legatees. Any amounts payable by
the Company to ▇▇▇▇▇▇ after the date of his death, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to his
devisee, legatee or other designee, or if there is no such designee, to his
estate.
l7. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be valid and effective under
applicable law, but if any provision of this Agreement is found to be prohibited
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
18. Notices. All notices, requests, demands and other communication
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered or if mailed by United States Postal Service certified or
registered mail, prepaid, to the parties or their permitted assignees at the
Company, in the case of the Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, with a copy to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇ and ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such address as shall constitute the Company's
headquarters and in the case of ▇▇▇▇▇▇ at the last address shown in the
personnel records of the Company, or at such other address as shall be given in
writing by either party to the
14
other. The date of such personal delivery or the third business day following
the date of mailing shall be deemed to be the date of such notice, demand or
communication.
19. Waiver and Modification. Any waiver, alteration or modification of
any of the terms of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto from time to time may waive any
of his or its rights hereunder without affecting a waiver with respect to any
subsequent occurrences or transactions hereunder.
20. Captions and Headings. Captions and section headings used herein are
for convenience only, are not a part hereof and shall not be used in construing
this Agreement.
21. Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties hereto and, except as otherwise
provided hereunder, there are no other agreements or understandings, written or
oral, in effect between the parties hereto relating to the employment of ▇▇▇▇▇▇
by the Company.
22. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts, except where
Federal law governs.
23. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which taken together shall
constitute one and the same instrument.
[The rest of this page has been left blank intentionally.]
15
IN WITNESS WHEREOF, the parties have executed this Agreement below:
DATED: June 21, 1995 PHYSICIANS QUALITY CARE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief
Executive Officer
DATED: June 21, 1995 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
___________________________
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., M.D.
16
Exhibit A
Develop strategy in connection with the academic and business development of the
Company, including engaging in the identification of new market opportunities
with respect to academic medical centers and the identification and development
of new product and service markets.
Provide expertise and advice in connection with the corporate governance and
structure of the Company and the professional corporations which comprise its
affiliated physician groups.
Serve as a member of the Company's National Medical Advisory Board and as an
informal advisor to the Company's National Council of Regional Service
Organizations.
Evaluate technology and develop strategy for the Company in connection with the
development of its medical information systems.
Serve as a member of the Executive Committee which shall interface with business
development, finance, managed care, marketing, operations and systems
development.
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AMENDMENT TO
EMPLOYMENT AGREEMENT
WHEREAS, pursuant to an Employment Agreement dated as of June 21, 1995 (the
"Agreement"), Physicians Quality Care, Inc. (the "Company") and ▇▇. ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇") entered into an employment relationship.
WHEREAS, the Company and ▇▇▇▇▇▇ wish to clarify the Agreement and to
provide for certain additional terms of the Agreement.
NOW THEREFORE, in consideration of these promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Section 6 of the Agreement is hereby amended to add a new clause at
the end thereof, as follows: ";provided, however, that upon receipt of approval
from the Company's Compensation Committee or, if there is no Compensation
Committee, the Company's Board of Directors, ▇▇▇▇▇▇ may elect to receive
additional salary in lieu of any unused vacation time at a rate per week equal
to his annual base salary divided by fifty-two."
IN WITNESS WHEREOF, authorized signatories of the parties have hereunto set
their hands as of this ______ day of January, 1996.
PHYSICIANS QUALITY CARE, INC. ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
(the "Company") ("▇▇▇▇▇▇")
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________ _____________________________
Its:
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