EXHIBIT 10.31
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CONFIDENTIAL
June 1, 1990
Mr. Michael Murdock
American Medical International, Inc.
433 North Camden Drive
Beverly Hills, California 90210
Re: Terms of Employment
Dear Mike:
I am very pleased that you are continuing as part of the
management team. The purpose of this letter is to memorialize
the terms of your employment with American Medical International,
Inc. ("AMI").
1. COMPENSATION AND BENEFITS.
(a) BASE COMPENSATION. Your base compensation will be
One Hundred Fifty Thousand Dollars ($150,000.00) per
year. This amount will be reviewed annually at the
close of each fiscal year and may be increased, but
once increased will not be decreased. You will also
receive a car allowance and all employee fringe benefits
that may be offered from time to time to employees at
your level, including paid vacation.
(b) ANNUAL BONUS. You will be eligible to receive an
annual bonus based upon criteria determined by the
Board of Directors prior to the beginning of each fiscal
year. If the criteria are satisfied, the bonus will be
paid within ninety (90) days following the end of the
fiscal year.
2. TERMINATION AND RESIGNATION.
(a) TERMINATION. AMI may terminate your employment for
any reason deemed sufficient by AMI. Upon
termination, except under circumstances described
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below, you will be entitled to receive termination
benefits consisting of base compensation, car allowance
and fringe benefits for one (1) year following the date
of termination. You may elect to receive your base
compensation and car allowance in a lump sum, but in
that case you will not be eligible to receive fringe
benefits following the date the lump sum payment is
made. In the case of termination, your stock options
shall be treated as provided in the AMI Stock Option
Plan.
(b) RESIGNATION. You may resign from AMI at any time,
but it is not intended that you will receive severance
pay if you do. However, should you resign because
(i) of a material breach by AMI of any of its obligations
as described in this letter; or (ii) of a substantial
adverse alteration in the nature of your employment
responsibilities; or (iii) you are required to change the
city in which your employment is based after August 1,
1990, then you will be entitled to the termination
benefits described above.
(c) DEATH OR DISABILITY. In the event of your death, your
estate shall be entitled to receive the base compensation
in effect on the date of your death for one (1) year.
Should you become disabled, you may, subject to AMI's
reasonable approval, terminate for disability and receive
the termination benefits described above.
(d) MISCONDUCT. AMI is not obligated to pay termination
benefits in the event you should be terminated for
misconduct. Misconduct means an act or acts of
dishonesty that are intended to result in personal
enrichment to you at the expense of AMI, and not
merely poor performance.
3. TERM. This letter shall be effective June 1, 1990, and shall
continue to govern the terms of your employment with AMI
until termination or resignation of your employment. It may
be amended only by an express written agreement between
you and AMI.
The terms described in this letter represent the complete
agreement between you and AMI regarding your terms of
employment and supersede any prior employment agreement.
I am very pleased that you have decided to continue your
employment with AMI. This letter reflects the confidence Harry
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Gray and I have in your past performance and our expectation
for future achievement.
Very truly yours,
James F. Lyons
JFL:lls
Accepted and Agreed:
By: Michael Murdock
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Michael Murdock