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EXHIBIT 10.5
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), made and entered into
this 26th day of November, 1996, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an
individual resident of the State of Georgia (hereinafter referred to as
"Executive"), and PHYSICIANS' SPECIALTY CORP., a corporation organized under
the laws of the State of Delaware (hereinafter referred to as "Company");
W I T N E S S E T H:
WHEREAS, Company is engaged in the business (the "Business") of providing
management and business services to, and acquiring assets of otolaryngology
("ENT") and complementary specialty physician practices;
WHEREAS, the Board of Directors of Company (the "Board of Directors")
recognizes Executive's substantial skills and expertise in the Business and
desires to provide for the employment of Executive on the terms and conditions
herein provided;
WHEREAS, Executive is willing to commit himself to serve Company on the
terms and conditions herein provided; and
WHEREAS, in order to effect the foregoing, Company and Executive wish to
enter into an employment agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements contained herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
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SECTION 1. SCOPE OF EMPLOYMENT.
1.1 EMPLOYMENT. Subject to terms hereof, Company hereby agrees to the
employment of Executive during the "Term" (as defined in Section 2.1), and
Executive hereby accepts such employment. Executive shall hold the office of
Vice Chairman of Company and, as such, shall perform the executive-level
services (collectively, "Services") described in Company's Bylaws and as
delegated to him by the Board of Directors. Such duties shall include, among
others, initiating, evaluating and consummating strategic acquisitions in
concert with Company personnel and consultants on behalf of Company. Company
agrees to nominate Executive for membership on the Board of Directors for the
duration of the Term, and, if Executive is elected as a director, he shall be
entitled to serve on the Audit and Executive Committees of the Board of
Directors (if such committees are established). Executive's serving on the
Board of Directors shall be deemed to be part of the "Services".
1.2 PLACE OF PERFORMANCE. During the Term, Executive shall be based in
Atlanta, Georgia at the principal executive offices of Company, except for
reasonably required travel on business.
1.3 COMPLIANCE WITH POLICIES. Subject to the terms of this Agreement,
during the Term Executive shall comply in all material respects with all
policies and procedures applicable to senior executives of Company generally
and to Executive specifically.
1.4 ACKNOWLEDGEMENT OF POSSIBLE ENGAGEMENT OF PREMIER HEALTHCARE.
Executive's employment pursuant to this Agreement shall in no way preclude the
Company from engaging Executive's investment banking firm, Premier Healthcare,
from performing corporate finance, corporate development and/or merger and
acquisition advisory services on behalf of the Company. The engagement of
Premier Healthcare by the Company, if engaged, shall be memorialized in
writing, and shall be separate and apart from the terms of this Employment
Agreement.
SECTION 2. TERM; TERMINATION.
2.1 TERM. The initial term of Executive's employment under this Agreement
(the "Initial Term") shall be a three (3) year period commencing on the date
when the registration statement for the issuance of shares of common stock of
the Company is declared effective by the Securities and Exchange Commission
(the "Effective Date). If the Effective Date shall not have occurred by March
31, 1997, either Executive or Company may terminate this Agreement on written
notice to the other. After the Initial Term, Executive's employment under this
Agreement shall automatically renew for successive additional one (1) year
("Renewal Terms") terms (the Initial Term and any Renewal Terms being
collectively referred to as the "Term"). The Term shall be subject to
termination in accordance with Section 2.2.
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2.2 TERMINATION.
(A) DEATH. This Agreement shall automatically and immediately terminate
upon the death of Executive.
(B) DISABILITY. This Agreement may be terminated by either party hereto
upon written notice to the other in the event Executive becomes "Disabled" (as
hereinafter defined). For purposes of this Agreement, "Disabled" shall be
defined as either: (a) the reasonable, good faith determination by an
independent physician selected by the Board of Directors of Company that due to
a mental or physical impairment or disability, Executive has been incapable or
unable, even with reasonable accommodations, to fully perform the material
duties performed by Executive for Company immediately prior to such disability
for a period of at least one hundred eighty (180) days in the aggregate
(although not necessarily consecutively) within any consecutive three hundred
sixty-five (365)-day period; or (b) a determination that Executive is disabled
pursuant to the terms of any long-term disability insurance policy which
Company or Executive has purchased and which covers Executive.
(C) CAUSE. In addition to any other rights or remedies available to
Company at law, in equity or pursuant hereto, Company may, in its sole
discretion, terminate Executive's employment for "Cause" (as hereinafter
defined) effective immediately upon delivery of written notice to Executive.
For purposes of this Agreement, "Cause" shall mean any of:
(i) the imposition by any governmental authority of any material
restriction or limitation on Executive's ability to perform his services
hereunder;
(ii) (A) Executive has committed an act constituting fraud, deceit
or material misrepresentation with respect to Company or any client,
customer or supplier of Company; or (B) Executive has embezzled funds or
assets from Company or any client or customer of Company;
(iii) Executive's breach or default in the performance of any
material provision of this Agreement which Executive has not cured or
corrected to Company's reasonable satisfaction within thirty (30) days
after receiving notice of such breach or default (provided that any
breach by Executive of any obligation under Section 5.4 shall be grounds
for immediate termination "For Cause" without any notice or right to cure
or correct); or
(iv) (A) Executive has engaged in willful misconduct or fraud or
gross negligence; or (B) Executive's conduct is materially detrimental to
the reputation, character or standing of Company.
(D) DISCRETIONARY TERMINATION.
(i) Either Company or Executive may terminate the Term effective as
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of the end of the Initial Term or the then-current Renewal Term by
providing the other with written notice of termination at least sixty
(60) days prior to the end of the Initial Term or then current Renewal
Term, as the case may be. In the event of Termination under this Section
2.2(d)(i), Executive shall not be entitled to any severance benefit under
Section 6.
(ii) The Company shall have the right to terminate the Term and
Executive's employment hereunder without cause at any time upon notice to
Executive. In such event, Executive shall be entitled to the severance
benefit provided in Section 6(b), unless such termination without cause
follows a Change of Control, in which event Executive shall be entitled
to the severance benefit provided in Section 6(c).
(E) CHANGE OF CONTROL. Executive may terminate the Term following a
Change of Control (as defined in Section 6(c)), by providing Company at least
thirty (30) days prior written notice of termination.
(F) GOOD REASON. Executive shall have the right to terminate this
Employment Agreement for "Good Reason." For purposes hereof, Good Reason shall
be limited to the repeated material breach by the Company of its material
obligations to Executive which the Company fails to correct or cure within a
period of forty-five (45) days after being provided with written notice by
Executive of such material breach.
SECTION 3. CASH COMPENSATION; EXPENSE.
3.1 BASE SALARY. Executive shall be paid a base salary (the "Base
Salary") during the Term at an initial rate of Sixty Thousand Dollars ($60,000)
per twelve (12) month period. The Base Salary shall be (a) payable in equal
installments on the schedule that Company may implement from time to time for
general payroll purposes, and (b) subject to any withholdings and deductions
required by applicable law.
3.2 BONUS. During the Term, Executive shall be eligible to be considered
for a periodic bonus (the "Bonus") of up to 50% of his Base Salary per annum,
based on Company's meeting certain milestones relating to such matters as
practice acquisitions, consolidated operating income levels, consummation of
follow-on financings and management team development; provided, however, that
the Bonus shall be subject to the Compensation Committee of the Board of
Directors adopting and ratifying such a bonus program and approving the
periodic Bonus grants to Executive.
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SECTION 4. ADDITIONAL EXECUTIVE BENEFITS.
4.1 BENEFIT PLANS. During the Term, Executive shall be entitled to
participate in the group medical, 401k and the other employee benefit plans
adopted by the Board of Directors (or appropriate committee thereof) for
participation for Executive subject to the terms and conditions of such plans
(collectively, the "Benefit Plans"). Company shall have the right to purchase
in Executive's name a "key man" life insurance policy naming Company as sole
beneficiary under the policy. Company shall be the sole owner of such policy.
4.2 VACATION, BENEFITS. Executive shall be entitled to three (3) paid
weeks of vacation per year during the Term, to be accrued and taken in
accordance with a policy that is consistent with Company's normal vacation
policy applicable to senior executive employees. Executive shall be entitled
to have his reasonable travel expenses reimbursed by Company provided such
expenses are incurred solely in connection with the Services and provided
Executive furnishes Company with reasonable supporting documentation.
5. NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION COVENANTS.
5.1 DEFINITIONS. For purposes of this Section 5, the following terms
shall have the following respective meanings:
(a) "Competitive Position" shall mean (i) the direct or indirect
equity ownership (excluding ownership of less than 5% of the equity of an
entity whose equity is listed on a major U.S. exchange or traded on the
NASDAQ over-the-counter market) or control of all or any portion of a
"Competitor" (as hereinafter defined), or (ii) any employment,
consulting, partnership, advisory, directorship, agency, promotional or
independent contractor arrangement between Executive and any Competitor
whereby Executive is required to perform services substantially similar
to those that he is to perform for Company hereunder. Notwithstanding
anything to the contrary, Executive shall continue to serve as Chief
Executive Officer of Premier Healthcare, and will regularly represent
clients affiliating with physician practice management companies
("PPM's"), along with representing PPM's focusing on primary care and
specialty physician practice acquisitions other than ENT practice and
physician practices in complementary specialty fields.
(b) "Competitor" shall refer to any person or entity engaged, wholly
or partly, in the Business.
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(c) "Confidential Information" shall mean any and all proprietary
and confidential data or information of Company or any of its affiliates,
other than "Trade Secrets" (as hereinafter defined), which is of tangible
or intangible value to Company or any of its affiliates and is not public
information or is not generally known or available to Company's
competitors but is known only to Company or its affiliates and their
employees, independent contractors or agents to whom it must be confided
in order to apply it to the uses intended.
(d) "Restricted Territory" shall mean all areas within a twenty (20)
mile radius of the Company's principal office in Atlanta, Georgia. The
Parties intend for the "Restricted Territory" during the entire Term to
include a twenty (20) mile radius of all other United States cities where
Company is engaged in the Business, throughout which territory the
Parties acknowledge Executive will be performing his employment
responsibilities on behalf of Company. As of the Effective Date, those
cities include Atlanta, Georgia and Memphis, Tennessee. If applicable
law permits a deemed or automatic amendment to the definition of
"Restricted Territory," then as soon as Company begins to engage in the
Business in any additional city, the definition of "Restricted Territory"
under this Agreement shall be deemed automatically amended to include the
city limits of any such additional cities and a twenty (20) mile radius
of those cities. If applicable law does not permit a deemed or automatic
amendment to the definition of "Restricted Territory" under those
circumstances, then the Parties agree that when Company begins to engage
in Business in additional cities, they will promptly execute amendments
to this Agreement to include those additional cities in the definition of
"Restricted Territory."
(e) "Trade Secrets" shall mean all knowledge, data and information
of Company or any of its affiliates which is defined as a "trade secret"
under applicable law.
(f) "Work Product" shall mean all work product, property, data,
documentation, "know-how", concepts, plans, inventions, improvements,
techniques, processes or information of any kind, prepared, conceived,
discovered, developed or created by Executive in connection with the
performance of his services hereunder.
5.2 ACKNOWLEDGMENTS. Executive hereby acknowledges and agrees that during
the term of this Agreement (i) Executive will frequently be exposed to certain
Trade Secrets and Confidential Information; (ii) Executive's responsibilities
on behalf of Company will extend to all geographical areas of the Restricted
Territory; and (iii) any competitive activity on Executive's part during the
Term, or any competitive activity on Executive's part in the Restricted
Territory for a reasonable period thereafter, would necessarily involve
Executive's use of Company's Trade Secrets and Confidential Information and
would unfairly threaten Company's legitimate business interests, including its
substantial investment in the proprietary aspects of its business and its
associated goodwill. Moreover, Executive acknowledges that, in the event of the
termination of this Agreement, Executive would have sufficient skills to find
alternative, commensurate work in his field of expertise that would not involve
a violation of any of the provisions of this Section 5.
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Therefore, Executive acknowledges and agrees that it is reasonable for Company
to require Executive to abide by the covenants set forth in this Section 5.
The parties acknowledge and agree that if the nature of Executive's
responsibilities for or on behalf of Company or the geographical areas in which
Executive must fulfill such responsibilities materially change, the parties
will execute appropriate amendments to the scope of the covenants in this
Section 5.
5.3 NONDISCLOSURE; OWNERSHIP OF PROPRIETARY PROPERTY.
(a) In recognition of Company's need to protect its legitimate
business interests, Executive hereby covenants and agrees that: (A) with
regard to each item constituting a Trade Secret, at all times during
which such item shall constitute a Trade Secret (before or after the
Term); and (B) with regard to any Confidential Information, at all times
during the term of this Agreement and for a period of three (3) years
following the expiration or termination of the Term for any reason,
Executive shall regard and treat each item constituting a Trade Secret
and all Confidential Information as strictly confidential and wholly
owned by Company and will not, for any reason, in any fashion, either
directly or indirectly, use, sell, lend, lease, distribute, license,
give, transfer, assign, show, disclose, disseminate, reproduce, copy,
misappropriate or otherwise communicate any such item or information to
any third party for any purpose other than in connection with his
performance of services for the Company or as required by applicable law.
(b) Executive shall immediately notify Company of any intended or
unintended, unauthorized disclosure or use of any Trade Secrets or
Confidential Information by Executive or any other person or entity of
which Executive becomes aware. Executive shall cooperate fully with
Company in the procurement of any protection of Company's rights to or in
any of the Trade Secrets or Confidential Information.
(c) Immediately upon expiration or termination of the Term for any
reason, or if notice of termination is required hereunder, upon receipt
of such notice, or at any time after such termination or notice upon the
specific request of Company, Executive shall return to Company all
written or descriptive materials of any kind in Executive's possession or
to which Executive has access that constitute or contain any Confidential
Information or Trade Secrets, and the confidentiality obligations
described in this Agreement shall continue until their expiration under
the terms of this Agreement.
(d) To the greatest extent possible, any Work Product shall be
deemed to be "work made for hire" (as defined in the Copyright Act, 17
U.S.C.A. Section 101 et seq., as amended) and owned exclusively by
Company. Executive hereby unconditionally and irrevocably transfers and
assigns to Company all rights, title and interest Executive currently has
or in the future may have, by operation of law or otherwise, in or to any
Work Product, including, without limitation, all patents, copyrights,
trademarks, service marks and other intellectual property rights.
Executive agrees to execute and deliver to Company any transfers,
assignments, documents or other instruments which Company may deem
necessary or appropriate to vest complete title and ownership of any Work
Product, and all rights therein, exclusively in Company.
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5.4 NON-COMPETITION. In recognition of Company's need to protect its
legitimate business interests, Executive hereby covenants and agrees that
during the Term, Executive will not, either directly or indirectly, alone or in
conjunction with any other party, accept, enter into or take any action in
furtherance of a Competitive Position. Executive further agrees that for
eighteen (18) months following expiration or termination of the Term for any
reason other than termination by Executive for Good Reason, Executive will not,
either directly or indirectly, alone or in conjunction with any other party,
accept, enter into or take any action in furtherance of a Competitive Position
within the Restricted Territory (other than action to reject an offer of a
Competitive Position or to notify Company of the offer pursuant to the
requirements of the next sentence of this Section 5.4). Executive shall notify
Company promptly in writing if Executive receives an offer of a Competitive
Position within eighteen (18) months following expiration or termination of the
Term for any reason, and such notice shall describe all salient terms of such
offer.
5.5 NON-SOLICITATION OF CUSTOMERS. Executive hereby covenants and agrees
that (i) during the Term, Executive will not, either directly or indirectly,
alone or in conjunction with any other party, solicit, divert or appropriate or
attempt to solicit, divert or appropriate any medical practice managed by
Company (a "Managed Practice") or actively sought prospective Managed Practice
for the purpose of providing such Managed Practice or actively sought
prospective Managed Practice with management services competitive with those
offered by Company; and (ii) for a period of two (2) years following expiration
or termination of the Term for any reason other than termination by Executive
for Good Reason, Executive will not, either directly or indirectly, alone or in
conjunction with a Competitor or any other party, solicit, divert or
appropriate, or attempt to solicit, divert or appropriate any Managed Practice
or actively sought prospective Managed Practice for the purpose of providing
(or having a Competitor or any other person provide) such Managed Practice or
actively sought prospective Managed Practice with management services
competitive with those offered by Company. Executive shall promptly notify
Company in writing if: (A) during the two (2) years following the expiration or
termination of the Term for any reason, Executive is contacted by any Managed
Practice or actively sought prospective Managed Practice with a request that
Executive provide Managed Practice with any management services; and (B)
provision of such services, as requested, would constitute a violation of
Executive's covenants in this Section 5. Such notice shall include all salient
information associated with such customer's request, including, without
limitation, the identity of such Managed Practice, the exact services or
products requested and the party or parties on behalf of such Managed Practice
who contacted Executive.
5.6 NONSOLICITATION OF COMPANY PERSONNEL. Executive hereby agrees that
during the Term, except to the extent that he is required to do so in
connection with his responsibilities hereunder, Executive will not, either
directly or indirectly, alone or in conjunction with any other party, solicit
or attempt to solicit any employee, consultant, contractor or other personnel
of Company to terminate, alter or lessen such party's affiliation with Company
or to violate the terms of any agreement or understanding between such party
and Company. Executive further agrees that during the two (2) year period
following expiration or termination of the Term for any reason other than
termination by Executive for Good Reason, Executive will not, either directly
or
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indirectly, alone or in conjunction with any other party, solicit or attempt
to solicit any "key" (as that term is hereinafter defined) employee,
consultant, contractor or other personnel of Company located in the Restricted
Territory to terminate, alter or lessen that party's affiliation with Company
or to violate the terms of any agreement or understanding between such party
and Company. For purposes of the preceding sentence "key" employees,
consultants, contractors or other personnel of Company are those with knowledge
of or access to Company's Trade Secrets or Confidential Information.
5.7 REMEDIES. Executive agrees that damages at law for Executive's
violation of any of the covenants in this Section 5 would not be an adequate or
proper remedy and that, should Executive violate or threaten to violate any of
the provisions of such covenants, Company or its successors or assigns shall be
entitled to obtain a temporary or permanent injunction against Executive in any
court having jurisdiction prohibiting any further violation of any such
covenants, in addition to any award or damages (compensatory, exemplary or
otherwise) for such violation.
5.8 PARTIAL ENFORCEMENT. Company has attempted to limit the rights of
Executive to compete only to the extent necessary to protect Company from
unfair competition. Company, however, agrees that, if the scope of
enforceability of any of these restrictive covenants is in any way disputed at
any time, a court or other trier of fact may modify and enforce such covenant
to the extent that it believes to be reasonable under the circumstances
existing at the time.
5.9 SURVIVAL. Notwithstanding any expiration or termination of this
Agreement, the provisions of this Section 5 shall survive and remain in full
force and effect, as shall any other provision hereof that, by its terms or
reasonable interpretation thereof, sets forth obligations that extend beyond
the termination of this Agreement.
SECTION 6. RIGHTS ON TERMINATION
(a) If Executive voluntarily resigns his employment or is
terminated for Cause, or dies or is terminated due to becoming disabled,
Executive shall be entitled only to receive any salary and bonus amounts
that have accrued prior to the effective date of termination of the Term
(the "Termination Date").
(b) If Company terminates the Term pursuant to Section 2.2(d)(ii),
or if Executive terminates the Term following a Change of Control
pursuant to Section 2.2(e), Executive shall be entitled to: (a) all
salary and bonus amounts accrued through the Termination Date, and (b)
payment, for a period of twelve (12) months following the Termination
Date, of an amount equal to: (i) Executive's base salary as of the
Termination Date (with such payments to be made at such times as they
would be made if Executive's employment continued for an additional year)
less (ii) any salary or other amounts that Executive is paid by any other
person during that twelve month period other than salary or amounts paid
to Executive by ▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. (and Executive hereby agrees to take
reasonably diligent action to secure employment as soon as practicable
after any such termination from Company and to otherwise mitigate his
losses resulting from the loss of salary from Company). Executive's
rights to any of the compensation or benefits
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identified in the preceding sentence shall be subject to Executive's
compliance in all respects of each of Executive's obligations under this
Agreement.
(c) In the event that Company (or Company's successor) following a
Change of Control (as defined below) terminates Executive's employment
other than pursuant to an express termination right under Sections
2.2(a), (b) or (c) of this Agreement, Executive shall be entitled to
severance compensation in the form of a lump sum payment in an amount
equal to two (2) times the taxable compensation received by Executive
during the most recently concluded fiscal year of Company. For purposes
of this Agreement, "Change of Control" shall mean the acquisition by any
single person or entity or related persons or entities of more than fifty
percent (50%) of the outstanding and issued common stock of Company
following an initial public offering of Company's common stock.
SECTION 7. MISCELLANEOUS.
7.1 BINDING EFFECT. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors,
representatives, heirs, and permitted assigns.
7.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
7.3 HEADINGS. The titles, captions and headings contained in this
Agreement are inserted by convenience of reference only and are not intended to
be a part of or to affect in any way the meaning or interpretation of this
Agreement.
7.4 NOTICES.
(a) All notices, consents, requests and other communications hereunder
shall be in writing and shall be sent by hand delivery, by certified or
registered mail (return-receipt requested), by facsimile or by a recognized
national overnight courier service as set forth below:
If to Company Physicians' Specialty Corporation
or Executive: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 303
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
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(b) Notices delivered pursuant to this Section 7.4(a) hereof shall be
deemed given: at the time delivered, if personally delivered, three (3)
business days after being deposited in the mail, if mailed; one (1) business
day after being sent, if faxed; and one (1) business day after timely delivery
to the courier, if by overnight courier service.
(c) Either party hereto may change the address to which notice is to be
sent by written notice to the other party hereto in accordance with this
Section 7.4.
7.5 COUNTERPARTS; FAX SIGNATURES. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute the same Agreement. Any signature page of
any such counterpart, or any electronic facsimile thereof, may be attached or
appended to any other counterpart to complete a fully executed counterpart of
this Agreement, and any telecopy or other facsimile transmission of any
signature shall be deemed an original and shall bind such party.
7.6 ENTIRE AGREEMENT. This Agreement is intended by the parties hereto to
be the final expression of their agreement with respect to the subject matter
hereof and is the complete and exclusive statement of the terms thereof,
notwithstanding any representations, statements or agreements to the contrary
heretofore made. This Agreement may be modified only by a written instrument
signed by each of the parties hereto.
7.7 SEVERABILITY. The unenforceability or invalidity of any provision of
this Agreement shall not affect the validity or enforceability of the remaining
provisions hereof, but such remaining provisions shall be construed and
interpreted in such a manner as to carry out fully the intent of the parties
hereto; provided, however, that should any judicial body interpreting this
Agreement deem any provision hereof to be unreasonably broad in time,
territory, scope or otherwise, it is the intent and desire of the parties
hereto that such judicial body, to the greatest extent possible, reduce the
breadth of such provision to the maximum legally allowable parameters rather
than deeming such provision totally unenforceable or invalid.
7.8 WAIVER. No waiver, termination or discharge of this Agreement, or any
of the terms or provisions hereof, shall be binding upon either party hereto
unless confirmed in writing. No waiver by either party hereto of any term or
provision of this Agreement or of any default hereunder shall affect such
party's right thereafter to enforce such term or provision or to exercise any
right or remedy in the event of any other default, whether or not similar.
7.9 INTERPRETATION. Should a provision of this Agreement require judicial
interpretation, it is agreed that the judicial body interpreting or construing
the Agreement shall not apply the assumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that an instrument is to be construed more strictly against the party which
itself or through its agents prepared the agreement, it being agreed that all
parties and/or their agents have participated in the preparation of this
Agreement equally.
7.10 APPLICABLE LAW. Should any provision of this Agreement, including,
without limitation, any provision relating to compensation, be found to be in
violation of any applicable
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law, rule or regulation, the parties hereto agree to execute an amendment to
this Agreement to bring such provision into compliance with any such law, rule
or regulation, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first above written.
"Company"
PHYSICIANS' SPECIALTY CORP.
By:
Name:
Its:
"Executive"
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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