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EXHIBIT 10.5
SEPARATION AND RELEASE AGREEMENT
This SEPARATION AND RELEASE AGREEMENT (the "Agreement") is dated as of
June 8, 2000, and is entered into between PHYCOR, INC., a Tennessee corporation
(the "Company"), and DERRIL W. REEVES ("Executive").
WHEREAS, Executive is currently employed by the Company as Vice
Chairman, Executive Vice President and Chief Development Officer; and
WHEREAS, the Company and Executive wish to terminate Executive's
employment and directorship with the Company effective June 8, 2000; and
WHEREAS, Executive is party to certain compensatory agreements with the
Company, and Executive and the Company desire to embody in this Agreement the
settlement of all obligations with respect to such agreements, as well as other
terms and conditions applicable to Executive's termination of employment; and
WHEREAS, except to the extent provided herein this Agreement will
supersede all prior oral and written agreements, arrangements and understandings
relating to the terms and conditions of Executive's employment and directorship
and the termination of such employment and directorship.
NOW, THEREFORE, the parties hereby agree:
1. Termination Date. Executive's separation from the Company will be
effective as of the date hereof (the "Termination Date"). As of the Termination
Date, Executive will, and hereby, does relinquish his title of Vice Chairman,
Executive Vice President and Chief Development Officer and any other positions
which he then holds with the Company or any of its subsidiaries or affiliates.
Executive will, and hereby, does resign as a member of the Board of Directors of
the Company and as a director of any subsidiaries or affiliates of the Company.
2. Company Property. Executive will return to the Company all
Company-owned property in his possession.
3. Termination and SERP Benefits. (a) The Company will:
(i) as soon as practicable after the Termination Date, but in no
event more than five (5) business days thereafter, pursuant to the amended SERP,
pay the Executive $1,485,703 in a single lump sum;
(ii) as soon as practicable after the Termination Date, but in no
event more than five (5) business days after receipt of the appropriate
documents from Security Life of Denver Insurance Company, execute such documents
as necessary to transfer legal title of insurance policy number 1066809, which
shall be encumbered by a policy loan of approximately $101,000 (the "Policy"),
to the Executive pursuant to the SERP. The Company believes the net cash
surrender value of the Policy shall not be less than $485,629.30.
(iii) as soon as practicable after the Termination Date, use its
best efforts to obtain consent of the Company's lenders under the Company's
Third Amended and Restated Revolving Credit Agreement dated as of January 28,
2000 (the "Credit Facility"), for a lump sum separation payment to Executive of
$920,833 million or in the alternative, the payment of such amount in 26 equal
monthly installments (the "Separation Payment(s)"). If approval to make the lump
sum
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Separation Payment is obtained, the Company will promptly pay $920,833 to
Executive. If such approval to pay the lump sum Separation Payment is not
obtained, but approval to make the Separation Payments over 26 months is
obtained, the Company shall commence the Separation Payments promptly, to the
extent of and in accordance with such approval, with the initial Separation
Payment equal to the product of the monthly installment multiplied by the number
of calendar months ended between the date hereof and the receipt of such
approval. Thereafter, the Company will pay each monthly Separation Payment on
the last day of the month. In the event neither approval is obtained, the
Company agrees to make the Separation Payment(s) at the earliest time that the
Separation Payment(s) will not result in a financial or accounting charge that
causes a default under the Credit Facility covenants applicable to the financial
performance of the Company and subsidiaries taken as a whole, as the Credit
Facility may be amended from time to time or under similar covenants contained
in any replacement senior credit facility.
The actions described in Sections 3(a)(i), (ii) and (iii) shall
collectively be considered the "Termination Payment."
(b) Such Termination Payment will be in full payment and settlement of
any and all amounts and benefits otherwise due, payable or owing to Executive
under (i) his Amended and Restated Employment Agreement with the Company dated
August 1, 1997 (the "Employment Agreement"), (ii) the Company's Supplemental
Executive Retirement Plan (the "SERP"), (iii) the Policy (provided, however, all
rights to proceeds from the Policy and the net cash surrender value thereof,
shall be the sole property of the Executive), and (iv) any other agreements,
plans or arrangements providing for payments, benefits or perquisites of any
kind, including but not limited to those described in the Employment Agreement
and those relating to the action of the Board of Directors approving a
split-dollar life insurance arrangement (all such agreements and plans,
including retirement benefits, payable pursuant to the SERP, described in
clauses (i) through (iv) being referred to collectively herein as the
"Compensation Arrangements"); provided, however, that the foregoing settlement
of amounts due, payable or owing under the Compensation Arrangements will not
include (A) any waiver of Executive's rights in or to salary or benefits paid or
provided or to be paid or provided to Executive pursuant to any of the
Compensation Arrangements through the Termination Date, including, without
limitation, all Executive accounts relating to pension (including Executive's
right to his 401(k) account and a refund of the funds contributed by Executive
to date for the 2000 Plan Year to the Company's Employee Stock Purchase Plan),
profit sharing, savings or other retirement plans (other than pursuant to the
SERP or the Policy) or (B) any waiver of Executive's rights in or to any
outstanding stock options held by Executive under the Company's 1988 and 1999
Incentive Stock Plans. Options held by Executive will be exercisable in
accordance with their existing terms until 90 days after the Termination Date or
such later date as may be provided for in the applicable grant and, to the
extent not exercised by such date, will expire and be cancelled. The SERP will
be amended in
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a manner consistent with the foregoing to provide the aforementioned retirement
benefit.
(c) Executive covenants to execute any additional documentation and
take such other actions as directed by the Company as the Company reasonably
deems necessary or appropriate to fully effect a waiver of all rights under the
Compensation Arrangements, including any documentation relating to the SERP
benefits and the Policy, so as to ensure that no benefits will be payable to
Executive under any such arrangements. Executive's right to receive and/or
retain the Termination Payment will be contingent on his compliance with these
covenants.
4. Benefit Plans. Except as otherwise specifically provided in this
Agreement or by law, Executive's participation in all employee benefit plans and
executive compensation plans and practices of the Company will terminate on the
Termination Date, and there will be no other payments or benefits payable to
Executive by the Company, including, but not limited to, any other salary,
bonus, commissions, fees, benefits, transfer of life insurance policies,
provision of split-dollar life insurance, or other payments of any nature
whatsoever. Notwithstanding the foregoing to the contrary, Executive may elect
health care continuation coverage for himself and his covered dependents under
the Company's medical plans as required by COBRA, and the Company will make all
COBRA premium payments on behalf of the Executive and his dependents.
Additionally, for such period of time as the noncompetition provisions of
Section 7 hereof remain in effect beyond the expiration of the maximum period of
COBRA-eligibility under then-applicable law, the Company agrees to reimburse
Executive for the cost of comparable medical and dental coverage. If Executive
obtains other employment and obtains medical and dental insurance with his new
employer, the foregoing obligation of the Company with respect to COBRA shall
cease. Additionally, for such period of time as the noncompetition provisions of
Section 7 hereof remain in effect, the Company will pay all premiums with regard
to long-term disability coverage for the Executive pursuant to his existing
policy. If Executive obtains other employment and obtains long-term disability
coverage from his new employer, the foregoing obligation of the Company with
respect to such coverage shall cease.
5. Taxes/Tax Reimbursement Payment.
(a) The payments payable hereunder and the release of the Policy to
the Executive under this Agreement will be subject to reduction to satisfy all
applicable Federal, state and local withholding obligations.
(b) Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution by or on
behalf of the Company to or for the benefit of Executive as a result of a change
in control, as defined in Section 280G of the Internal Revenue Code (the
"Code"), (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section, a "Payment") would be subject
to the excise tax imposed by Section 4999 of the Code, or any interest or
penalties are incurred by Executive with respect to such excise tax (such excise
tax together with
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any such interest and penalties are hereinafter collectively referred to as the
"Excise Tax"), then Executive shall be entitled to receive an additional payment
(a "Gross-Up Payment") in an amount such that after payment by Executive of all
taxes (including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
(c) Subject to the procedures of subsection (d) below regarding
contest and payment of claims, the initial determination with respect to Excise
Tax liability described in this Section 5, including whether and when a Gross-Up
Payment is required, the amount of such Gross-Up Payment and the assumptions to
be utilized in arriving at such determination, shall be made by a nationally
recognized accounting firm or law firm selected by the Executive, subject to the
consent of the Company, which consent shall not be unreasonably withheld (the
"Tax Firm"); provided, however, that the Tax Firm shall not determine that no
Excise Tax is payable by the Executive unless it delivers to Executive a written
opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the
Excise Tax and the payments potentially subject thereto on or with Executive's
applicable federal income tax return will not result in the imposition of an
accuracy-related or other penalty on Executive. All fees and expenses of the Tax
Firm shall be borne solely by the Company. Within fifteen (15) business days of
the receipt of notice from Executive that there has been a Payment, or such
earlier time as is requested by the Company, the Tax Firm shall make all
determinations required under this Section 5, shall provide to the Company and
Executive a written report setting forth such determinations, together with
detailed supporting calculations, and, if the Tax Firm determines that no Excise
Tax is payable, shall deliver the Tax Opinion to the Executive. Any Gross-Up
Payment, as determined pursuant to this Section 5, shall be paid by the Company
to Executive within fifteen (15) days of the receipt of the Tax Firm's
determination. Subject to the other provisions of this Section 5, any
determination by the Tax Firm shall be binding upon the Company and the
Executive with respect to their respective tax reporting positions; provided,
however, that the Executive shall only be bound to the extent that the
determinations of the Tax Firm hereunder, including the determinations made in
the Tax Opinion, are reasonable and reasonably supported by applicable law. The
parties acknowledge, however, that as a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Tax Firm hereunder or as a result of a contrary determination by the
Internal Revenue Service, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that it is
ultimately determined in accordance with the procedures set forth in subsection
(d) below that the Executive is required to make a payment of any Excise Tax,
the Tax Firm shall reasonably determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of
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Executive. In determining the reasonableness of the Tax Firm's determinations
hereunder and the effect thereof, the Executive shall be provided a reasonable
opportunity to review such determinations with the Tax Firm and the Executive's
tax counsel. The Tax Firm's determinations hereunder, and the Tax Opinion, shall
not be deemed reasonable until the Executive's reasonable objections and
comments thereto have been satisfactorily accommodated by the Tax Firm.
(d) The Executive shall notify the Company in writing of any claims
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than thirty (30) calendar days after Executive
actually receives notice in writing of such claim and shall apprise the Company
of the nature of such claim and the date on which such claim is requested to be
paid; provided, however, that the failure of Executive to notify the Company of
such claim (or to provide any required information with respect thereto) shall
not affect any rights granted to the Executive under this Section 5 except to
the extent that the Company is materially prejudiced in the defense of such
claim as a direct result of such failure. The Executive shall not pay such claim
prior to the expiration of the 30-day period following the date on which he
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company does not
notify the Executive in writing prior to the expiration of such 30-day period
that it desires to contest such claim, the Executive may assume defense of the
claim or present the claim to the Company for payment, which amount shall be
paid by the Company to Executive within thirty (30) days of such presentment for
payment. If the Company elects not to contest such claim and the Executive
assumes the defense thereof, the Company may participate in any proceedings
relating to such claim. If the Company notifies the Executive in writing prior
to the expiration of such 30-day period that it desires to contest such claim,
the Executive shall:
(1) give the Company any information reasonably requested
by the Company relating to such claim;
(2) take such action in connection with contesting such
claim as the Company shall reasonably request in
writing from time to time, including, without
limitation, accepting legal representation with
respect to such claim by an attorney selected by the
Company and reasonably acceptable to Executive; and
(3) cooperate with the Company in good faith in order
effectively to contest such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an after-tax
basis, for any Excise Tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs
and expenses. Without limiting the foregoing provisions of this subsection (d),
the Company shall have the right, at its sole option, to assume the defense of
and
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control all proceedings in connection with such contest, in which case it may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance.
Furthermore, the Company's right to assume the defense of and control the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder, and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.
(e) If, after the receipt by the Executive of an amount advanced by the
Company pursuant to this Section 5, the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of subsection (d) above) promptly pay
to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to subsection (d) above,
a determination is made that the Executive is not entitled to a refund with
respect to such claim and the Company does not notify the Executive in writing
of its intent to contest such denial of refund prior to the expiration of thirty
(30) days after such determination, then such advance shall, to the extent of
such denial, be forgiven and shall not be required to be repaid and the amount
of forgiven advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.
6. Payment Upon Death. Executive's rights and obligations under this
Agreement are not transferable. However, if Executive should die while any
amounts would still be payable to him hereunder, all such amounts will be
payable to Executive's estate, heirs, executors or beneficiaries in accordance
with the terms hereof.
7. Covenants and Prior Agreement. (a) The covenants set forth in
Sections 3 and 4 of the Employment Agreement and the related provisions of
Section 5 of the Employment Agreement will continue to apply after the
Termination Date in accordance with their terms; provided that the definition of
the term "Business" set forth in Section 4.1 of the Employment Agreement shall
be amended to delete subparagraph (i) in its entirety and replace it with the
following:
(i) operate, develop or own any interest (other than the ownership of
less than 5% of the equity securities of a publicly traded company), in any
entity which relates to or which has announced intentions to focus significant
resources relating to, the ownership, management or operation of multi-specialty
clinics,
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physician group practices (including physician groups employed or managed by
hospitals or health systems), independent practice associations, provider health
organizations, preferred provider organizations and an entity which provides
direct contracting of physician networks and other related benefit services (the
"Business"), provided, however, the definition of Business shall exclude any
entity which (i) derived less than twenty-five percent (25%) of its annual
consolidated revenues for the fiscal year immediately prior to Executive's
proposed relationship with such entity from the Business, (ii) is anticipated to
derive less than twenty-five percent (25%) of its anticipated annual
consolidated revenues in the then current fiscal year from the Business, (iii)
derived total revenue from the Business that was less than $200,000,000 for the
fiscal year immediately prior to the Executive's proposed relationship with such
entity, and (iv) is anticipated to derive total revenue from the Business that
is less than $200,000,000 for the then current fiscal year.
(b) For the avoidance of doubt, the parties agree that the covenants of
Executive set forth in Section 4.1 of the Employment Agreement shall terminate
on June 30, 2002. All other sections of the Employment Agreement are terminated.
Moreover, in the event of any inconsistency between the provisions of the
Employment Agreement and this Agreement, the provisions of this Agreement shall
control.
(c) Notwithstanding anything to the contrary herein, the Company
acknowledges and agrees that as of the day after the Termination Date, Executive
shall be permitted to seek and maintain employment consistent with the terms of
this Agreement and Section 4.1 of the Employment Agreement as modified in
Section 7(a) hereto, without diminution of Company's obligations hereunder.
8. Release and Waiver of Claims. (a) Effective as of the Termination
Date, subject to Section 9 hereof, in consideration of the payments, benefits,
and other consideration provided to Executive under this Agreement, Executive,
for himself and his family, heirs, executors, administrators, legal
representatives, and their respective successors and assigns, hereby releases
and forever discharges the Company, all of its subsidiaries and affiliates, each
of their owners, officers, directors, employees, agents, stockholders,
representatives, and their successors and assigns (collectively, "Company
Entities"), from any and all charges, complaints, obligations, liabilities,
promises, agreements, rights, claims, debts, expenses or demands Executive now
has or may have, arising at any time on or before the date hereof, based on his
employment with any Company Entity or the termination of that employment or any
positions, including directorships, with any Company Entity, including without
limitation any claims under the Compensation Arrangements. This includes a
release of any and all rights, claims or demands Executive has or may have,
whether known or unknown, under the Age Discrimination in Employment Act, which
prohibits age discrimination in employment; Title VII of the Civil Rights Act of
1964, which prohibits discrimination in employment based on race, color,
national origin, religion or sex; the Equal Pay Act, which prohibits paying men
and women unequal pay for equal work; or under any other federal, state or local
laws or regulations regarding employment discrimination or termination of
employment. This also includes a
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release by Executive of any claims for wrongful discharge under any statute,
rule, regulation or under the common law. Executive hereby represents that he
has not filed any complaints or charges against the Company with any local,
state or federal agency or court related to Employee's employment with or
separation from the Company and agrees never individually or with any person to
file, or commence the filing of, any charges, lawsuits, complaints or
proceedings with any governmental agency, or against any Company Entity, with
respect to any of the matters released by Executive pursuant to this Section
8(a).
(b) Effective as of the Termination Date, subject to Section 9 hereof,
in consideration of the early termination of the Compensation Arrangements and
other consideration provided to Company under this Agreement, Company, for
itself and the other Company Entities, hereby releases and forever discharges
Executive and the Executive Related Persons from all rights, claims or demands
Company or any of the other Company Entities may have, arising at any time on or
before the date hereof, based on Executive's employment with any Company Entity
or the termination of that employment, Executive's service as an officer of
Company or any of the other Company Entities or Executive's service as a member
of the board of directors of Company or any of the other Company Entities,
including without limitation, any claims under the Compensation Arrangements.
Company hereby agrees, for itself and the other Company Entities, never
individually or with any person to file, or commence the filing of, any charges,
lawsuits, complaints or proceedings with any governmental agency, or against
Executive or any Executive Related Person, with respect to any of the matters
released by Company and the other Company Entities pursuant to this Section
8(b).
9. Rights Not Released or Waived. Section 8 hereof notwithstanding, by
signing this Agreement, neither Executive nor the Company will have relinquished
his right to enforce the provisions of this Agreement.
10. Non-Admission. Executive expressly acknowledges that this Agreement
does not constitute an admission by the Company of any violation of any
employment law, regulation, ordinance, or administrative procedure, or any other
federal, state, or local law, common law, regulation or ordinance, liability for
which is expressly denied.
11. Non-Disparagement. Executive agrees that he will not at any time
after the date hereof disparage or otherwise make any statement or take any
action which could reasonably be expected to injure the business or reputation
of the Company or any of its subsidiaries, officers, directors, shareholders or
any of their respective affiliates. Company agrees, on behalf of itself and the
other Company Entities, that it or they will not at any time after the date
hereof disparage or otherwise make any statement or take any action which could
reasonably be expected to injure the reputation of Executive. The obligations of
Executive under this Section 11 will not apply to disclosures required by
applicable law, regulation or order of a court or governmental agency.
12. Certain Litigation Matters. The parties recognize that Executive
has been named individually in several pending lawsuits against the Company and
other individuals, and Executive may be named in additional actions. The Company
agrees that it will continue to provide a defense for Executive and
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will continue to indemnify Executive with respect to any costs, expenses, or
losses relating to any present or future actions relating to his role as an
executive, officer or director of the Company, its subsidiaries or affiliates,
to the same extent as allowed under the Company's current Bylaws or under
current Company policy with respect to claims against executives, officers and
directors of the Company. Furthermore, the Company shall continue to maintain
any director's and officer's liability insurance coverage with respect to such
claims against Executive in any of the foregoing capacities for six (6) years
following the date hereof. Executive agrees that he will participate in, and
cooperate with, such defense without additional compensation from the Company,
provided, that the Company will reimburse Executive with respect to any expense
incurred by Executive as the result of participating in, and cooperating with,
such defense. It is the intent of the parties that this Agreement shall neither
limit Executive's indemnification rights from those currently available to
Executive nor provide Executive with any additional right to indemnification;
provided, however, the Company agrees that during his tenure as a Non-Employee
Director, Executive shall be entitled to the same indemnification protections as
all other Non-Employee Directors.
13. Confidentiality. Executive and the Company hereby agree to keep the
terms of this Agreement confidential; provided however, that the Company may
release a mutually agreeable public announcement regarding Executive's
separation from the Company. The obligations of Executive and the Company under
this Section 13 will not apply to disclosures required by applicable law,
regulation or order of a court or governmental agency, as reasonably determined
by the Company. In addition, the obligations of Executive under this Section 13
will not apply to disclosures by Executive in private conversations with
potential employers or business partners; provided, however, Executive shall
request that such information remain confidential.
14. Opportunity for Advice. (a) By signing this Agreement, Executive
acknowledges, represents and agrees that with the advice of the Company, he has
had a reasonable opportunity to consider advice from his legal counsel regarding
all aspects of this Agreement. Executive states that he has carefully read and
fully understands all of the provisions of this Agreement, and Executive is
entering into this Agreement knowingly and voluntarily and Executive further
understands that the Company is relying on this and all other representations he
has made herein.
(b) The Company agrees to pay on Executive's behalf all reasonable
legal fees and related costs incurred by him in connection with the negotiation
and execution of this Agreement.
15. Acceptance. To accept this Agreement, Executive will execute and
date this Agreement on the spaces provided and return a copy to the Company.
This Agreement will take effect upon Executive's execution of this Agreement.
16. Entire Agreement. This Agreement represents the entire agreement of
the parties with respect to the Executive's employment and termination thereof.
Except as specifically provided herein, this Agreement will supersede the
Employment Agreement in all respects effective as of the Termination Date. THIS
AGREEMENT WILL BE GOVERNED BY AND
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CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
17. Miscellaneous. (a) This Agreement shall be binding upon the parties
hereto and upon their respective heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit thereof.
(b) The language of all parties of this Agreement shall, in all cases,
be construed as a whole, according to its fair meaning, and not strictly for or
against any of the parties.
(c) Should any provision of this Agreement be declared or be determined
by any Court to be illegal or invalid, the validity of the remaining parts,
terms or provisions shall not be affected thereby and said illegal or invalid
part, term or provision shall be deemed not to be a part of this Agreement.
(d) As used in this Agreement, the singular or plural number shall be
deemed to include the other whenever the context so indicates or requires.
(e) Except as provided herein, this Agreement sets forth the entire
agreement between the parties hereto, and fully supersedes any and all prior
agreements or understandings between the parties hereto pertaining to the
subject matter hereof.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN
AND UNKNOWN CLAIMS.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
EXECUTIVE
/s/ Monte S. Frankenfield /s/ Derril W. Reeves
- ------------------------------------ ---------------------------------------
Witness: Derril W. Reeves
PHYCOR, INC.
By: /s/ Tarpley B. Jones
- ------------------------------------ -----------------------------------
Witness: Name: Tarpley B. Jones
Title: EVP & CFO
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