EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 9,
1996 (the "Execution Date"), is entered into by and among SHERIDAN HEALTHCORP,
INC., a Florida corporation (the "Company"); SHERIDAN HEALTHCARE, INC., a
Delaware corporation (the "Parent"); and, MICHAEL F. SCHUNDLER (the
"Executive").
PRELIMINARY STATEMENTS
1. The Company is in the business of providing a full range of medical
services to health care facilities, including but not limited to, medical
offices, hospitals and ambulatory surgical centers located in southern Florida,
through physicians and other health care providers duly licensed under the laws
of the State of Florida.
2. Executive has extensive experience in managing the day-to-day
administrative and operational functions of corporations.
3. The Company desires to employ Executive as Chief Operating Officer and
Executive desires to be employed by the Company as its Chief Operating Officer,
on this Agreement's terms and conditions.
4. The Company's Board of Directors, or an appropriate designated committee
of the Board, has duly approved the execution of this Agreement.
In consideration of the parties' mutual promises and covenants contained in
this Agreement, the parties agree as follows:
AGREEMENT
1. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective as of
July 15, 1996 (the "Commencement Date").
2. EMPLOYMENT. Subject to the provisions contained in this Agreement, the
Company shall employ the Executive as its Chief Operating Officer, and the
Executive agrees that he will be employed as the Chief Operating Officer of the
Company, upon the terms and conditions of this Agreement.
3. TERM OF EMPLOYMENT. Subject to the provisions contained in this
Agreement, the term of the Executive's employment pursuant to this Agreement
shall commence on the Commencement Date and shall expire on June 30, 2001. The
period during which the Executive serves as an executive of the Company in
accordance with and subject to the provisions of this Agreement shall be the
"Term of Employment".
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4. EMPLOYMENT DUTIES.
(a) During the Term of Employment, the Executive shall: (i) serve as
an employee of the Company with the title and responsibilities of Chief
Operating Officer or similar title and responsibilities reasonably determined by
the Board of Directors; (ii) perform all other duties and responsibilities as
may be determined by the Board of Directors of the Company consistent with the
Executive's title and position as an executive officer of the Company; (iii)
upon request of the Board of Directors of the Company, shall serve as an officer
and/or director of the Company, the Parent and any of their subsidiaries and
Affiliates (as defined below); and, (iv) render all services reasonably incident
to the foregoing. The Executive shall report directly to the Company's Chief
Executive Officer. The Executive agrees during his employment under this
Agreement to use his best efforts in, and shall devote his full working time,
attention, skill and energies to the advancement of the interests of the
Company, the Parent and their subsidiaries and Affiliates (as defined below) and
to the performance of his duties and responsibilities under this Agreement.
(b) In performing his duties under this Agreement, the Executive
shall comply with and follow all reasonable policies, standards, rules and
regulations established by the Company from time to time and shall be bound by
and comply with the terms and conditions of other agreements to which the
Company is a party.
(c) In performing his duties under this Agreement, the Executive
agrees not to unlawfully discriminate against anyone on the basis of to race,
color, creed, sex, age, religion or health status.
(d) During and subsequent to the Term of Employment, the Executive
agrees that he shall immediately notify the Company of any and all incidents,
unfavorable occurrences, notices or claims made arising out of his services
during the Term of Employment as soon as he becomes aware of this information
and shall cooperate in any investigation and in the defense of any and all
incidents, unfavorable occurrences, notices and claims.
(d) During and subsequent to the Term of Employment, the Executive
shall assign, account and pay to the Company all accounts receivable,
compensation and any other form of remuneration due from or paid by any source
other than the Company attributable to services he has rendered in his
professional capacity on behalf of the Company, the Parent or any of their
subsidiaries or Affiliates during the Term of Employment or sums which come into
his possession which are attributable to the services of other employees of the
Company, the Parent or any of their subsidiaries or Affiliates, including but
not limited to, fees for medical services, teaching, lecturing, consulting,
research, court testimony and publication of articles of a professional nature
(collectively the "Company Receivables"). Executive appoints the Company as his
or her attorney in fact to execute, deliver and/or endorse checks, applications
for payments, insurance claim forms or other instruments or documents,
convenient or required in the exclusive discretion of the Company to fully
collect, secure and realize all sums due in respect to services provided during
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the Term of Employment. This power of attorney is coupled with an interest, is
irrevocable and shall survive the expiration or termination of this Agreement
for a time period without limitation. All Company Receivables shall be the sole
property of the Company. In no event shall the Executive be entitled to any
portion of the Company Receivables, or the proceeds from Company Receivables,
during the Term of Employment or after the termination of this Agreement,
whether or not Company Receivables may have been derived in any way from the
performance of the Executive pursuant to the terms of this Agreement. Medical
and/or business expense reimbursements received by Executive pursuant to any
formal plan of the Company shall not be considered a Company Receivable for
purposes of this Section.
5. COMPENSATION.
(a) During the Term of Employment, the Company shall pay the
Executive as compensation for the performance of his duties under this
Agreement, a salary at an annual rate of Two Hundred Thousand Dollars
($200,000.00) per annum during the Term of Employment. The salary may be
adjusted annually by the Board of Directors in its discretion to reflect the
market rate for senior executives with skills, experience and responsibilities
comparable to the skills, experience and responsibilities of the Executive in
Southern Florida in the county and municipality in which the Executive works,
provided that any adjustment shall be consistent with the Company's practices
for all of its senior executives as in effect from time to time and the salary
not be lower than Two Hundred Thousand Dollars ($200,000.00) per annum. The
Executive's salary shall be subject to withholding under applicable law and
shall be payable in period installments in accordance with the Company's usual
practice for its senior executives, as in effect from time to time.
(b) The Executive shall be eligible for an annual incentive bonus
determined by the Board of Directors of the Company to reward his contributions
to the ongoing success of the Company.
6. BENEFITS.
(a) During the Term of Employment, the Executive shall be entitled
to participate in or benefit from any and all pension, profit sharing, dental
and/or life insurance plans (collectively, the "Benefits") as may be in effect
from time to time for senior executives of the Company. The Executive's
participation shall be subject to: (i) the terms of the applicable plan
documents; (ii) policies of the Company generally applicable to senior
executives; and, (iii) the discretion of the Board of Directors of the Company
or any administrative or other committee provided for in or contemplated by
those plans, including discretion with respect to creation, maintenance and
continuation of particular benefits, plans and arrangements.
(b) The Company shall promptly reimburse the Executive for all
reasonable business expenses incurred by the Executive during the Term of
Employment in accordance with the Company's practices for senior executives of
the Company, as in effect from time to time.
(c) During the Term of Employment, the Executive shall be entitled
to accrue paid five (5) weeks paid vacation time during each calendar year of
employment under this Agreement and ten (10) paid sick days each calendar year
of employment under this Agreement. Vacation and sick days shall be used within
the calendar year in which they accrue, and vacation time shall only be used at
the times and intervals mutually agreed upon between Executive and the Company.
The Executive shall not be entitled to any additional compensation for any
unused vacation and sick days. For purposes of this Section 6(c), the term
"calendar year" shall mean the one year period commencing on January 1 and
ending on December 31 of each year during the Term of Employment, pro-rated for
partial years.
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7. TERMINATION OF EMPLOYMENT OF THE EXECUTIVE. During the Term of
Employment, this Agreement may be terminated as follows:
(a) At any time by the mutual consent of the Executive and the
Company. Upon termination of this Agreement pursuant to this Section 7(a), all
obligations of the Company under this Agreement shall immediately terminate,
other than those obligations with respect to earned but unpaid salary.
(b) At any time for cause by the Company, upon delivery of written
notice to the Executive. For purposes of this Agreement, a termination shall be
for cause if the Board of Directors of the Company reasonable determines that:
(i) the Executive has committed an act of fraud, embezzlement,
misappropriation or breach of fiduciary duty against the Company or
has been convicted by a court of competent jurisdiction or has plead
guilty or nolo contendere to any felony; or,
(ii) the Executive has committed a material breach of any of the
covenants, terms or provisions of Sections 8, 9, or 11 of this
Agreement; or,
(iii) the Executive has substantially failed to perform his
duties under this Agreement, including by committing a material breach
of any of the covenants, terms or provisions of this Agreement (other
than Sections 8, 9 or 11), which failure or breach has not been
remedied within a reasonable time specified by the Company that is not
less than thirty (30) days after delivery of written notice of that
failure or breach to the Executive by the Company; or,
(iv) the Executive has breached his obligations contained in
Section 12 of this Agreement.
Upon termination for cause as provided in this Section 7(b): (i)
all obligations of the Company under this Agreement shall immediately
terminate, other than those obligations with respect to earned but
unpaid salary; and, (ii) the Company shall have any and all rights and
remedies under this Agreement and applicable law.
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(c) Upon the Executive's death or permanent disability (as
defined below) continuing for a period of one hundred eighty (180)
days. For the purposes of this Agreement, "permanent disability" or
"permanently disabled" is defined as the inability of the Executive,
by reason of injury, illness or similar cause, to perform a major part
of the duties and responsibilities which the Executive had been
performing pursuant to this Agreement prior to the date of disability
in connection with the conduct of the business and affairs of the
Company.
Upon termination in the event of the Executive's death or
permanent disability as provided in this Section 7(c), the rights and
obligations of the parties shall be as described in Section 7(e),
provided that in the case of the Executive's death, any payments shall
be made to the Executive's estate.
(d) At any time by the Executive upon ninety (90) days prior
written notice to the Company. Upon termination of this Agreement
pursuant to this Section 7(d), all obligations of the Company under
this Agreement shall immediately terminate, other than those
obligations with respect to earned but unpaid salary.
(e) At any time without cause (as defined in Section 7(b)) by the
Company upon written notice to the Executive of not less than thirty
(30) days. In the event of termination of the Executive by the Company
pursuant to this Section 7(e), the Company shall: (i) pay the
Executive the Executive's salary according to the terms of Section
5(a) of this Agreement from the date of termination through a date
that is twelve (12) months from the date of termination; and, (ii)
continue the Executive's benefits as provided in Section 6 of this
Agreement from the effective date of termination through a date that
is twelve (12) months from the date of that termination. Payment of
the amounts contemplated by this Section 7(e) is agreed by the parties
to this Agreement to be in full satisfaction and compromise of any
claims arising out of any termination of the Executive's employment
pursuant to this Section 7(e).
(f) Upon written notice by the Executive upon the continuation of
any of the following (without the Executive's written consent) after
written notice by the Executive to the Company and the failure by the
Company to remedy that event within thirty (30) days after receipt of
the notice: (i) the Company has failed to pay the Executive the salary
provided for in Section 5(a); (ii) the Company fails to make available
to the Executive any benefit plan or compensation plan (including any
pension, profit sharing, life insurance, health, accidental death or
dismemberment or disability plan) that has been made available
generally to the senior executives of the Company or reduces the
Benefits to which the Executive is entitled so that they are not at
least equivalent in nature to those Benefits available at that time to
the employees of the Company generally, provided that nothing in this
Section 7(f) shall be construed to mean that the Company shall be
constrained in any manner from amending or eliminating any benefit or
compensation plan as it is applied to the Executive and other senior
executives of the Company generally; (iii) the principal offices of
the Company are moved and the Executive is required to move, in order
to fulfill his duties and obligations under this Agreement, to a
location outside Broward County in the State of Florida; (iv) after an
unrelated third party, either through a merger, stock acquisition or
other business combination in an extraordinary transaction, acquires
and exerts control over the Company or the Parent (a "Change in
Control") in a manner which results in a material change in
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Executive's duties or compensation, and Executive has remained with
the Company at least six (6) months after the Change in Control; or
(v) the Company has substantially failed to perform its obligations
under this Agreement, including by committing a material breach of any
of the covenants, terms or provisions of this Agreement or by
assigning to the Executive duties which significantly differ from
those contemplated by this Agreement, which failure or breach has not
been remedied within a reasonable time specified by the Executive that
is not less than thirty (30) days after delivery of written notice by
the Executive to the Company. The notice of default by the Executive
to the Company in accordance with the foregoing sentence shall specify
the default by the Company and shall specify the Company a reasonable
time, not less than thirty (30) days, to conform its performance to
its obligations under this Agreement. The Executive shall have no
right of termination under this Section 7(f) in the event the relevant
default is cured within the relevant period. The rights and
obligations of the parties to this Agreement shall be as described in
Section 7(e) in the event of any termination.
(g) Upon the expiration of the Term of Employment as described in
Section 3 of this Agreement. Upon any termination as provided in
Section 7(g), all obligations of the Company under this Agreement
shall immediately terminate, other than those obligations with respect
to earned but unpaid salary.
8. NON-COMPETITION.
(a) Except as provided below, during the Term of Employment and
for the Non-Competition Period (as defined below), the Executive shall
not, without the express written consent of the Company, directly or
indirectly, engage in any activity which is, or participate or invest
in or assist (whether as owner, part-owner, stockholder, partner,
director, officer, trustee, employee, agent, independent contractor,
or consultant, or in any other capacity) any Competitive Enterprise
(as defined below), except that the Executive may make passive
investments in a Competitive Enterprise, the shares of which are
publicly traded, if that investment constitutes less than one percent
of the equity of that enterprise. Without implied limitation, the
foregoing covenant shall include hiring or attempting to hire for or
on behalf of any Competitive Enterprise any officer or other employee
of the Company or any Affiliate of the Company, encouraging any
officer or employee to terminate his or her relationship or employment
with the Company or any Affiliate of the Company, soliciting for or on
behalf of any Competitive Enterprise any client or customer of the
Company or any Affiliate of the Company, and diverting to any Person
(as defined below) any client or business opportunity of the Company
or any Affiliate of the Company.
(b) The term "Non-Competition Period" shall mean the period
commencing on the last days of employment pursuant to this Agreement
and ending on the earliest of : (i) the date the Company's Board of
Directors elects in its sole discretion; or, (ii) the first
anniversary of the last day of the Term of Employment.
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(c) For purposes of this Section 8, the term "Person" shall mean
an individual, a corporation, an association, a partnership, an
estate, a trust and any other entity or organization. The term
"Affiliate" shall mean, as to any Person: (i) each direct or indirect
subsidiary of that Person; (ii) each other Person of which that Person
is a direct or indirect subsidiary; and, (iii) each other direct or
indirect subsidiary of that other Person. The term "Competitive
Enterprise" shall mean any Persons, the activities, products or
services of which: (i) are competitive with the activities, products
or services of the Company, the Parent, or any of their subsidiaries
or Affiliates; and, (ii) include the: (A) provision of medical
services, including without limitation, the provision of anesthesia
services, pain management services, emergency room services, primary
medical care services and radiology services; (B) provision of
services in the area of managed care, third party payors, provider
networks, IPAs, TPAs, PHOs, MSOs, HMOs, capitation pools, and other
similar arrangements (collectively, the "Payor Services"); or, (C)
provision of administrative services for medical services and Payor
Services, including without limitation, quality assurance services,
utilization management services, billing services, recruitment
services and medical management information services.
(d) In furtherance and not in limitation of the foregoing
restrictions, during the Term of Employment and the Non-Competition
Period, the Executive shall not devote any time to consulting,
lecturing or engaging in other self-employment or employment
activities without the prior written consent of the Company.
9. BUSINESS OPPORTUNITIES. The Executive agrees, while he is employed by
the Company, to offer or otherwise make known or available to the Company, the
Parent, or any of their subsidiaries or Affiliates, as directed by the Company
and without additional compensation or consideration, any business prospects,
contracts or other business opportunities that he may discover, find, develop or
otherwise have available to him in any field in which the Company is engaged,
and further agrees that any prospects, contracts or other business opportunities
shall be the property of the Company.
10. REPRESENTATIONS AND WARRANTIES OF EXECUTIVE.
(a) The Executive represents and warrants to the Company that:
(i) the Executive is able to enter into and perform all duties under
this Agreement; (ii) the Executive is in good physical and mental
health and does not suffer from any illness or disability which could
prevent him from fulfilling his responsibilities under this Agreement;
(iii) the Executive is not a party to or bound by any agreement,
arrangement or understanding that would interfere with, hinder or
conflict with the performance of his duties under this Agreement; and,
(iv) none of the representations or warranties made by Executive in
this Agreement or in any interviews, references, resumes or curricula
vitae submitted to the Company or in any insurance applications or any
other applications submitted to any third party in connection with
this Agreement, contains or will contain any untrue statement of a
material fact, or omits or will omit to state a material fact
necessary in order to make the statements or provisions in this
Agreement not misleading or incomplete.
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(b) The Executive agrees to immediately notify the Company of any
fact or circumstance which occurs or is discovered during the Term of
Employment, which in itself or with the passage of time and/or the
combination with other reasonably anticipated factors does render or
will render any of these representations and warranties to be untrue.
11. CONFIDENTIALITY.
(a) The Executive acknowledges that as a result of the Executive's
employment with the Company, the Executive has and will necessarily become
informed of, and have access to, certain valuable and confidential information
of the Company, the Parent and their subsidiaries and Affiliates, including,
without limitation, trade secrets, technical information, plans, lists of
patients, data, records, fee schedules, computer programs, manuals, processes,
methods, intangible rights, contracts, agreements, licenses, personnel
information and the identity of health care providers (collectively, the
"Confidential Information"), and that the Confidential Information, even though
it may be contributed, developed or acquired in whole or in part by Executive,
is the Company's exclusive property to be held by Executive in trust and solely
for the Company's benefit. Accordingly, except as required by law or for the
performance of Executive's duties under this Agreement, the Executive shall not,
at any time, either during or subsequent to the Term of Employment, use, reveal,
report, publish, copy, transcribe, transfer or otherwise disclose to any person,
corporation or other entity, any of the Confidential Information without the
prior written consent of the Company, except to officers and employees of the
Company and other persons who are in a contractual or fiduciary relationship
with the Company and except for information which legally and legitimately is or
becomes of general public knowledge from authorized sources other than the
Executive.
(b) Upon the termination of this Agreement, the Executive shall
promptly deliver to the Company all Company property and possessions, including
all drawings, manuals, letters, notes, notebooks, reports, copies, deliverable
Confidential Information and all other materials relating to the Company's
business which are in the Executive's possession or control.
12. SUBSTANCE ABUSE POLICY. It is the Company's policy (the "Policy") that
none of its employees shall use or abuse any controlled substances at any time
(other than those medications lawfully prescribed by a medical doctor in a
reasonable diagnosis and which do not interfere with the Executive's capacity to
perform his obligations under this Agreement) or be under the influence of
alcohol or be affected by the use of alcohol during the time period required to
perform their duties and obligations under any employment agreements. Company
and Executive both acknowledge and agree that the purpose of this Policy is for
the benefit of the Company, the Executive and the individuals whom they serve.
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In compliance with this Policy, Executive agrees to submit to random
drug testing immediately upon the Company's request. Testing may include, but
shall not be limited to, the taking of blood and urine samples and utilization
of gas chromatography. In the event that a positive test result is reached
indicating a violation of the Company's Policy, Executive may, at his own
expense and subject to the supervision and approval of the Company of the manner
and testing facilities utilized, elect to have a second drug test performed, at
a time which is no longer than two days after the initial positive results were
received by the Company and the Executive. The Company may, in its sole and
absolute discretion, terminate Executive for cause pursuant to Section 10(c) of
this Agreement in the event either: (i) a positive test result is received in
the initial drug test and Executive fails to exercise his or her option for a
second test in the manner provided for in this Section; or, (ii) positive test
results are received from both tests. In the event that the second test result
is negative, the Company may, at any time, retest Executive pursuant to the
terms of this Section.
13. SPECIFIC PERFORMANCE; SEVERABILITY. It is specifically understood and
agreed that the event of a breach by the Executive of any of the provisions of
this Agreement (including without limitation, Sections 8, 9 or 12 and the
obligations referred to and incorporated in this Agreement) is likely to result
in irreparable injury to the Company, that the remedy at law alone will be an
inadequate remedy for any breach and in addition to any other remedy it may
have, the Company shall be entitled to enforce the specific performance of this
Agreement by the Executive through both temporary and permanent injunction
relief and through any other appropriate equitable relief, without the necessity
of showing or proving actual damages. If any provision of this Agreement is held
for any reason to be invalid, illegal or unenforceable in any respect, including
without limitation, geographic scope, duration or functional coverage, that
invalidity, illegality or unenforceability shall not affect the validity,
legality and enforceability of any other provision of this Agreement; this
Agreement shall be construed as if that invalid, illegal or unenforceable
provision had been limited or modified (consistent with its general intent) to
the extent necessary to make it valid, legal and enforceable, or if it shall not
be possible to limit or modify the invalid, illegal or unenforceable provision
or part of a provision, then this Agreement shall be construed as if that
invalid, illegal or unenforceable provision or part of a provision had ever been
contained in this Agreement.
14. NOTICES. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
if delivered personally or mailed by certified or registered mail, return
receipt requested, addressed as follows:
To the Company: Sheridan Healthcorp, Inc.
4651 Sheridan Street, Suite 400
Hollywood, FL 33021
(954) 987-5822
ATTN: Jay A. Martus, Esq.
Vice President and General Counsel
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To the Executive: Mr. Michael F. Schundler
1163 Fairlake Trace
No. 1511
Fort Lauderdale, Florida 33326
15. MISCELLANEOUS.
(a) SURVIVAL. The provisions of Sections 7, 8, 10, 11, 13, and 15
shall survive the termination of this Agreement for a time period
without limitation.
(b) ENTIRE AGREEMENT; Waiver. This Agreement contains the entire
understanding of the parties and merges and supersedes any prior or
contemporaneous agreements between the parties relating to this
Agreement's subject matter. This Agreement may not be modified or
terminated orally, and no modification, termination or attempted
waiver of any of the provisions shall be binding unless in writing and
signed by the party against whom it is sought to be enforced; provided
however, that the Executive's compensation may be increased at any
time by the Company without in any way affecting any of the other
terms and conditions of this Agreement, which in all other respects
shall remain in full force and effect. Failure of a party to enforce
one or more of the provisions of this Agreement or to require at any
time performance of any of the obligations under this Agreement shall
not be construed to be a waiver of any provisions by a party nor to in
any way affect the validity of this Agreement or a party's right to
enforce any provision of this Agreement, nor to preclude a party from
taking any other action at any time which it would legally be entitled
to take.
(c) MERGERS AND CONSOLIDATION; Successors and Assigns. Executive
shall not have the right to assign or delegate this personal service
Agreement, or any of his rights or obligations under this Agreement,
without the Company's consent. The Company may freely assign and
delegate all of its rights and duties under this Agreement. Except as
otherwise provided in Section 7(f)(iv), the parties each agree that
upon the sale of all or substantially all of the assets, business and
goodwill of the Company or all or substantially all of the stock of
the Company to another company or any other entity, or upon the merger
or consolidation of the Company with another company or any other
entity, this Agreement shall inure to the benefit of, and be binding
upon, both Executive and the Company and any entity purchasing the
assets, business, goodwill or stock or surviving merger or
consolidation.
(d) ADDITIONAL ACTS. Executive and the Company each agrees to
execute, acknowledge and deliver all further instruments, agreements
or documents and do all further acts that are necessary or expedient
to carry out this Agreement's intended purposes.
(f) HEADINGS. The headings of the paragraphs of this Agreement
have been inserted for convenience of reference only and shall in no
way restrict or otherwise affect the construction of the terms or
provisions of this Agreement. References in this Agreement to Sections
are to the sections of this Agreement.
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(g) CONSTRUCTION. This Agreement shall be construed without
regard to any presumption or other rule requiring construction against
the party causing this Agreement to be drafted, including any
presumption of superior knowledge or responsibility based upon a
party's business or profession or any professional training,
experience, education or degrees of any member, agent, officer or
employee of any party. If any words in this Agreement have been
stricken out or otherwise eliminated (whether or not any other words
or phrases have been added) and the stricken words initialed by the
party against whom the words are construed, this Agreement shall be
construed as if the words so stricken out or otherwise eliminated were
never included in this Agreement and no implication or inference shall
be drawn from the fact that those words were stricken out or otherwise
eliminated.
(h) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.
(i) GOVERNING LAW. This Agreement is made and executed and shall
be governed by the laws of the State of Florida, without regard to its
conflicts of laws principles.
(j) NO THIRD PARTY BENEFICIARIES. All obligations of the Company
under this Agreement are imposed solely and exclusively for the
benefit of Executive, and no other person will have standing to
enforce, be entitled to or be deemed to be the beneficiary of any of
these obligations.
(l) LITIGATION; PREVAILING PARTY. In the event of any arbitration
or litigation, including appeals, with regard to this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing
party all reasonable fees, costs, and expenses of counsel (at
pre-trial, trial and appellate levels) for the prevailing party.
16. JURISDICTION; VENUE; INCONVENIENT FORUM; JURY TRIAL. ANY SUIT, ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED BY ANY
COURT IN RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE
OF FLORIDA OR IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA IN
BROWARD COUNTY, AND THE PARTIES ACCEPT THE EXCLUSIVE PERSONAL JURISDICTION OF
THOSE COURTS FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING. IN ADDITION, THE
PARTIES KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR LATER HAVE TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR ANY JUDGMENT ENTERED BY ANY COURT BROUGHT IN THE STATE OF FLORIDA,
AND FURTHER, KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY CLAIM THAT ANY
SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF FLORIDA HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM. EACH
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PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO OR
ARISING OUT OF THIS AGREEMENT.
Each of the parties have duly executed this Agreement as of the Execution
Date.
COMPANY:
SHERIDAN HEALTHCORP, INC.,
a Florida corporation
Date: By:
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Mitchell Eisenberg,President
PARENT:
SHERIDAN HEALTHCARE, INC.,
a Delaware corporation
Date: By:
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Mitchell Eisenberg,President
EXECUTIVE:
MICHAEL F. SCHUNDLER
Date: By:
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Michael F. Schundler