EXHIBIT 10.20
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of ____________,
is by and between IASIS Healthcare Corporation, a Delaware corporation (the
"Company"), and ________________________ (the "Executive").
WHEREAS, the Executive has experience beneficial to the Company's
operations, management and business development of acute care hospitals,
outpatient facilities and ancillary medical services (the "Business"); and
WHEREAS, the Company desires that the Executive serve as
______________________ of the Company and the Executive desires to hold such
position(s) under the terms and conditions of this Agreement; and
WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions of the employment relationship of the Executive with
the Company.
NOW, THEREFORE, intending to be legally bound hereby, the parties agree
as follows:
1. Employment. The Company hereby employs the Executive and the
Executive hereby accepts employment with the Company, upon the terms and subject
to the conditions set forth herein.
2. Term.
(a) Subject to termination pursuant to Section 10 hereof,
the term of the employment by the Company of the Executive pursuant to this
Agreement (as the same may be extended, the "Term") shall commence on
________________ (the "Effective Date"), and terminate on the fifth anniversary
thereof.
(b) Commencing on the fourth anniversary of the Effective
Date and on each subsequent anniversary thereof, the Term shall automatically be
extended for a period of one (1) additional year following the expiration of the
otherwise applicable Term unless, not later than ninety days (90) prior to any
such anniversary date, either party hereto shall have notified the other party
hereto in writing that such extension shall not take effect.
3. Position. During the Term, the Executive shall serve as
____________________ of the Company, supervising the conduct of the business and
affairs of the Company and performing such other duties as the Board of
Directors of the Company (the "Company Board") shall determine, which duties
shall not be materially inconsistent with the duties to be performed by
executives holding similar offices in similarly-sized healthcare corporations.
The Executive shall report directly to the Chief Executive Officer.
4. Duties. During the Term, the Executive shall devote _____ full
time and attention during normal business hours to the business and affairs of
the Company.
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5. Salary and Bonus.
(a) During the Term, the Company shall pay to the
Executive a base salary at the rate of Three Hundred Eighty Thousand and No/100
($380,000.00) per year. Commencing on or before the first anniversary of the
Effective Date, the Company Board shall review the base salary annually and may
increase such amount from time to time as it may deem advisable, (such salary,
as the same may be increased, the "Base Salary"). The Base Salary shall be
payable to the Executive in substantially equal installments in accordance with
the Company's normal payroll practices.
(b) For the Company's fiscal year ending
and for each fiscal year thereafter during the Term, the Executive shall
be eligible to receive an annual cash bonus equal to up to one hundred percent
(100%) of the Base Salary, subject to the terms of the Company's executive bonus
program to be adopted by the Company Board, the principal terms of which are set
forth on Exhibit A hereto (the "Bonus Plan"), or, to the extent more favorable
to the Executive, other incentive compensation plan established by the Company
Board for the Company's senior executive officers, as either of the same may be
amended from time to time (provided that no such amendment or alternative plan
shall materially diminish the benefits available to the Executive upon
satisfaction of the conditions of such plan).
6. Stock Option Plan Initial Grant of Options. Reference is made
to the IASIS Healthcare Corporation 2000 Stock Option Plan as adopted by the
Company Board and stockholders of the Company, the principal terms of which are
set forth on Exhibit B, hereto (the "Stock Option Plan"). The Company shall
grant the Executive options under the Stock Option Plan (the terms of which
shall not be inconsistent with the provisions of Sections 10(e) and 10(f)
below), to purchase ______________ shares of common stock of the Company under
the Stock Option Plan. Thereafter during the Term, the Executive shall be
eligible to participate in the Stock Option Plan or, to the extent more
favorable to the Executive, other equity plan established by the Company Board
for the Company's senior executive officers, as the same may be amended from
time to time (provided that no such amendment shall materially diminish the
benefits to Executive there under), as and to the extent other senior executive
officers participate in the same.
7. Vacation, Holidays and Sick Leave. During the Term, the
Executive shall be entitled to paid vacation, paid holidays and sick leave in
accordance with the Company's standard policies for its senior executive
officers; provided that the Executive shall during each year of the Term be
entitled to at least four (4) weeks of such vacation, which shall not accrue
from year to year.
8. Business Expenses. The Executive shall be reimbursed for all
reasonable and necessary business expenses incurred by him in connection with
the his employment (including, without limitation, expenses for travel and
entertainment incurred in conducting or promoting business for the Company) upon
timely submission by the Executive of receipts and other documentation in
accordance with the Company's normal expense reimbursement policies.
9. Other Benefits. During the Term, the Executive shall be
eligible to participate fully in all health and other employee benefit
arrangements available to senior executive officers
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of the Company generally; provided that (i) the Company agrees in any event to
provide major medical, disability and life insurance coverage in amounts
substantially consistent with such coverage at similarly-sized healthcare
corporations, and (ii) the Company agrees to provide a 401(k) savings program
and/or other retirement plan, consistent with similar benefits offered to other
employees of the Company at comparable levels as considered and approved by the
Company Board, and make employer contributions thereto on the Executive's
behalf.
10. Termination of Agreement. The Executive's employment by the
company pursuant to this Agreement shall not be terminated prior to the end of
the Term hereof except as set forth in this Section 10.
(a) By Mutual Consent. The Executive's employment
pursuant to this Agreement may be terminated at any time by the mutual written
agreement of the Company and the Executive.
(b) Death. The Executive's employment pursuant to this
Agreement shall be terminated upon the death of the Executive, in which event
the Executive's spouse or heirs shall receive, when the same would have been
paid to the Executive (whether or not the Term shall have expired during such
period), (i) all-Base Salary and benefits to be paid or provided to the
Executive under this Agreement through the Date of Termination (as defined in
Section 10(h) hereof) and (ii) Base Salary at the then-current rate of Base
Salary and benefits to be provided pursuant to clause 9(i) above through the
date one (1) year after the Date of Termination. In the case of health and
medical continuation coverage ("COBRA"), the Company will make all COBRA premium
payments on behalf of the Executive and _____ dependents (and the Company will
continue to pay that portion of the coverage then-currently paid by the Company)
until the earlier to occur of the date of cessation of benefits as provided
above or the end of the maximum period of COBRA eligibility under
then-applicable law.
(c) Disability. The Executive's employment pursuant to
this Agreement may be terminated by written notice to the Executive by the
Company or to the Company by the Executive in the event that (i) the Executive
becomes unable to perform his duties as set forth in Section 3 by reason of
physical or mental illness or accident for any six (6) consecutive month period
or (ii) the Company receives written opinions from both a physician for the
Company and a physician for the Executive that the Executive will be so
disabled. In the event the Executive's employment is terminated pursuant to this
Section 10(c), the Executive shall be entitled to receive, when the same would
have been paid to the Executive (whether or not the Term shall have expired
during such period), (i) all Base Salary and benefits to be paid or provided to
the Executive under this Agreement through the Date of Termination and (ii) Base
Salary at the then-current rate of Base Salary and benefits to be provided
pursuant to clause 9(i) above though the date one (1) year after the Date of
Termination provided, however that amounts payable to the Executive under this
Section 10(c), shall be reduced by the proceeds of any short or long-term
disability payments to which the Executive may be entitled during such period
under policies maintained at the expense of the Company as and to the extent
such disability payments compensate the insured for lost wages resulting from
the disability. In the case of COBRA, the Company will make all COBRA premium
payments on behalf of the Executive and _____ dependents (and the Company will
continue to pay that portion of the coverage then-currently
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paid by the Company) until the earlier to occur of the date of cessation of
benefits as provided above or the end of the maximum period of COBRA eligibility
under then-applicable law.
(d) By the Company for Cause. The Executive's employment
pursuant to this Agreement may be terminated by written notice to the Executive
("Notice of Termination") upon the occurrence of any of the following events
(each of which shall "Cause" for termination): (i) the Executive commits any act
of gross negligence, fraud or willful misconduct causing material harm to the
Company, (ii) the conviction of the Executive of a felony that would reasonably
be expected by the Company Board to adversely affect the Company or its
reputation, (iii) the Executive intentionally obtains material personal gain,
profit or enrichment at the expense of the Company or from any transaction in
which the Executive has an interest which is adverse to the interest of the
Company, unless the Executive shall have obtained the prior written consent of
the Company Board, or (iv) any material breach of the Executive of this
Agreement, including, without limitation, a material breach of Section 13
hereof, which breach remains uncorrected for a period of fifteen (15) days after
receipt of the Executive of written notice from the Company setting forth the
breach. In the event the Executive's employment is terminated pursuant to this
Section 10(d), the Executive shall be entitled to receive all Base Salary and
benefits to be paid or provided to the Executive under this Agreement through
the Date of Termination and no more.
(e) By the Company Without Cause. The Executive's
employment pursuant to this Agreement may be terminated by the Company at any
time without Cause by delivery of a Notice of Termination to the Executive. In
the event that the Executive's employment is terminated pursuant to this Section
10(e), the Executive shall be entitled to receive (i) on or prior to the Date of
Termination, all Base Salary and benefits to be paid or provided to the
Executive under this Agreement through the Date of Termination, (ii) an amount
equal to two hundred percent (200%) of the Executive's Base Salary at the
then-current rate of Base Salary, (iii) to the extent applicable, an amount
equal to the pro rata bonus (the "Pro Rata Bonus") determined by comparing the
Company's actual aggregate earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the period beginning on the first day of the fiscal
year during which the Date of Termination occurs and ending on the last day of
the month in which the Date of Termination occurs (such period, the "Bonus
Measuring Period"), with the aggregate budgeted EBITDA as reflected in the
monthly budgets prepared by the Company and accepted by the Company Board with
respect to such period, provided, the Pro Rata Bonus shall be in an amount equal
to the product of (I) a fraction, the numerator of which equals the number of
months in the Bonus Measuring Period and the denominator of which equals twelve
and (II) the bonus set forth in the Bonus Plan for the fiscal year in which the
Date of Termination occurs, treating the Bonus Measuring Period as if it was the
full fiscal year for purposes of determining the Executive's bonus percentage,
(iv) in the event that the Executive is entitled to receive a payment with
respect to the Pro Rata Bonus, a severance amount equal to two hundred percent
(200%) of the Pro Rata Bonus and (v) a lump sum payment equal to the then
present value of all major medical, disability and life insurance coverage to be
provided pursuant to Section 9 above through the date two (2) years after the
Date of Termination, provided that under such circumstances the Executive shall
make all COBRA premium payments on _____ own behalf. The sum of the amounts
described in clauses (ii), (iii), if any, (iv) and (v) above hereafter referred
to as the "Severance Amount." Fifty percent (50%) of the Severance Amount shall
be paid to the Executive no later than ten (10) days following the Date of
Termination and the balance of the Severance Amount shall be paid to the
Executive in twenty-four (24) equal
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monthly installments commencing on the first day of the month immediately
following the Date of Termination. Additionally, in the event that the
Executive's employment is terminated pursuant to this Section 10(e), a
percentage of the Executive's options to purchase shares of capital stock of the
Company unvested as of the Date of Termination but otherwise scheduled to vest
on the first vesting date scheduled to occur following the Date of Termination,
which percentage shall equal the percentage of the twelve (12) month period
immediately preceding such subsequent vesting date occurring prior to the Date
of Termination, shall immediately vest and become exercisable on the Date of
Termination. In the event that the Executive shall be entitled to receive a
bonus payment pursuant to clause (iii) above, all of the Executive's options to
purchase capital stock of the Company that are vested as of the applicable Date
of Termination or become vested pursuant to the immediately preceding sentence
may be exercised by the Executive at any time within twenty-four (24) months
following the Executive's Date of Termination notwithstanding any other
provision of the Stock Option Plan or any grant of options there under to the
contrary.
(f) By the Executive for Good Reason. The Executive's
employment pursuant to this Agreement may be terminated by the Executive by
written notice of _____ resignation ("Notice of Resignation") delivered within
twelve (12) months after the occurrence of any of the following events (each of
which shall constitute "Good Reason" for resignation): (i) any Change of Control
(as defined below) shall occur, (ii) the removal of the Executive from or the
failure to elect or re-elect the Executive to the position of _______________ of
the Company, (iii) any material reduction by the Company of the Executive's
duties or responsibilities or the assignment to the Executive of duties
materially inconsistent with such position or (iv) any breach by the Company of
this Agreement (including the provisions of Section 3), which breach remains
uncorrected for a period of fifteen (15) days after receipt of the Company of
written notice from the Executive. Notwithstanding the provisions of clause (i),
(ii), (iii) or (iv) above, in the event the Executive is elected as
_______________________ of any entity which requires control of more than 50% of
the voting securities of the Company or, if such entity is subsidiary of another
entity, the ultimate parent of such subsidiary, with responsibility for (A) no
fewer facilities than the Company controlled at the end of the fiscal year
ending immediately preceding such Change of Control and (B) operating revenues
equal to or greater than the Company's operating revenues during such fiscal
year, and is provided with a written employment agreement by the entity or, if
such entity is a subsidiary of another entity, the ultimate parent of such
subsidiary, on substantially the same terms as those contained in this
Agreement, the appointment to such position shall not constitute Good Reason for
purposes of the Agreement. In the event that the Executive resigns for Good
Reason pursuant to this Section 10(f), the Executive shall be entitled to
receive, (i) on or prior to the Date of Termination, all Base Salary and
benefits to be paid or provided to the Executive under this Agreement through
the Date of Termination and (ii) the Severance Amount payable at the times and
in the manner set forth in Section 10(e) above, provided that applicable
references therein to the date of delivery of Notice of Termination shall mean
reference to the date of delivery of Notice of Resignation. Additionally, in the
event that the Executive's employment is terminated pursuant to this Section
10(f), a percentage of the Executive's options to purchase shares of capital
stock of the Company unvested as of the Date of Termination but otherwise
scheduled to vest on the first vesting date scheduled to occur following the
Date of Termination, which percentage shall equal the percentage of the twelve
(12) month period immediately preceding such subsequent vesting date occurring
prior to the Date of Termination, shall immediately vest and become exercisable
on the Date of Termination.
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In the event that the Severance Amount described in clause (ii) above shall
include a bonus payment as determined pursuant to clause (iii) of Section 10(e)
above, all of the Executive's options to purchase capital stock of the Company
that are vested as of the applicable Date of Termination or become vested
pursuant to the immediately preceding sentence may be exercised by the Executive
at any time within twenty-four (24) months following the Executive's Date of
Termination notwithstanding any other provision of the Stock Option Plan or any
grant of options there under to the contrary.
For purposes of this Agreement, a "Change in Control" shall be deemed
to have occurred (A) at such times as any Person (as defined in Section 13(d)(3)
or 14(d)(2) of the Securities and Exchange Act of 1934, as amended from time to
time (the "Exchange Act")) or "group" of Persons (as defined in Section 13(d) of
the Exchange Act), other than any of the parties to that certain Stockholders
Agreement, dated October 7, 1999, among the company, JLL Healthcare, LLC, a
Delaware limited liability company, and certain other stockholders, as the same
may be amended (the "Stockholders Agreement"), directly and indirectly, acquires
beneficially or of record, more than 50% of the outstanding voting securities of
the Company (by operation of law or otherwise) or (B) upon a sale of all or
substantially all of the assets of the Company.
(g) By the Executive Without Good Reason. The Executive's
employment pursuant to this Agreement may be terminated by the Executive at any
time by delivery of a Notice of Resignation to the Company. In the event that
the Executive's employment is terminated pursuant to this Section 10(g), the
Executive shall receive all Base Salary and benefits to be paid or provided to
the Executive under this Agreement through the Date of Termination and no more.
(h) Date of Termination. The Executive's Date of
Termination shall be (i) if the Executive's employment is terminated pursuant to
Section 10(b), the date of _____ death, (ii) if the Executive's employment is
terminated pursuant to Section 10(c), the last day of the six-month period
referred to in Section 10(c)(i) or the date of delivery of the last physician's
opinion referred to in Section 10(e)(ii), as the case may be, (iii) if the
Executive's employment is terminated pursuant to Section 10(d), the date on
which a Notice of Termination is given, (iv) if the Executive's employment is
terminated pursuant to Section (10(e), sixty (60) days after the date of the
Notice of Termination is given; provided, however that the Company may waive
such notice in the event of a termination pursuant to Section 10(e) in which
event, the Executive's Date of Termination shall be five (5) days after the
Notice of Termination (v) if the Executive's employment is terminated pursuant
to Section 10(f), five (5) days after the date of the Notice of Resignation is
given and (vi) if the Executive's employment is terminated pursuant to Section
10(g), one hundred twenty (120) days after the date the Notice of Resignation is
given or such shorter period as may be determined by the Company.
(i) Company's Failure to Extend Term. In the event the
Company provides notice of its intent not to extend the Term for any additional
period as provided in Section 2(b) and the Executive is not then in violation of
Section 13 hereof, The Company shall pay to Executive, on the expiration of the
Term, a lump sum payment in an amount equal to the sum of (i) the aggregate
amount of one (1) year of Base Salary at the then-current rate of Base Salary
and (ii) in the event that (A) the Company's actual EBITDA for the twelve (12)
month period ending on the last day of the month prior to the month in which
such expiration of the Term
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occurs (for purposes of this Section 10(i), such 12-month period, the "Trailing
Employment Year") shall equal or exceed the aggregate budgeted EBITDA as
reflected in the monthly budgets prepared by the Company with respect to such
period and (B) the Company's EBITDA for any nine (9) months during the Trailing
Employment Year, considered individually, shall equal or exceed the budgeted
EBITDA as reflected in the budgets prepared by the Company with respect to such
months, an amount equal to one hundred percent (100%) of the base target bonus
(e.g., in the case of the Bonus Plan for the fiscal year ending _______________,
fifty percent (50%) of the Executive's base salary) set forth in the Bonus Plan
for the fiscal year in which such expiration of the Term occurs.
11. Representations.
(a) The Company represents and warrants that this
Agreement has been authorized by all necessary corporate action of the Company
and is a valid and binding agreement of the Company enforceable against both in
accordance with its terms.
(b) The Executive represents and warrants that _____ is
not a party to any agreement or instrument, which would prevent him from
entering into or performing his duties in any way under this Agreement.
12. Assignment; Binding Agreement. This Agreement is a personal
contract and the rights and interests of the Executive hereunder may not be
sold, transferred, assigned, pledged, encumbered, or hypothecated by her, except
as otherwise expressly permitted by the provisions of this Agreement. This
Agreement shall insure to the benefit of and be enforceable by the Executive and
_____ personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If the Executive should die while
any amount would still be payable to _____ hereunder had the Executive continued
to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to _____ devisee, legatee or other
designee or, if there is no such designee, to _____ estate.
13. Confidentiality; Non-Competition; Ownership of Works.
(a) The Executive acknowledges that: (i) the Business is
intensely competitive and that the Executive's employment by the Company will
require that the Executive has access to and knowledge of confidential
information of the Company relating to the Business, including but not limited
to, the identity of the Company's employees, physicians, payors or suppliers,
the kinds of services provided by the Company, the manner in which such services
are performed or offered to be performed, the service needs of actual or
prospective patients, physicians or payors, pricing information and other
contractual terms, information concerning the creation, acquisition or
disposition of products and services, creative ideas and concepts, including
clinical and financial systems, compliance programs and physician relation and
retention programs, computer software applications and other programs, research
data, personnel information and other trade secrets, in each case other than as
and to the extent such information is generally known or publicly available
through no violation of this Section 13 by the Executive or such information is
readily discernible (the "Confidential Information"); (ii) the disclosure of any
such Confidential Information may place the Company at a competitive
disadvantage and may do damage, monetary or otherwise, to the Company's
business; and (iii) the engaging by the Executive in any
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of the activities prohibited by this Section 13 may constitute improper
appropriation and/or use of such Confidential Information. The Executive
expressly acknowledges the trade secret status of the Confidential Information
and that the Confidential Information constitutes a protectable business
interest in the Company. Accordingly, the Company and the Executive agree as
follows:
(b) For purposes of this Section 13, the Company shall be
construed to include the Company and its parents and subsidiaries engaged in the
Business, including any divisions managed by the Executive.
(c) During the Executive's employment with the Company,
and at all times after the termination of the Executive's employment by
expiration of the Term or otherwise, the Executive shall not, directly or
indirectly, whether individually, as a director, stockholder, owner, partner,
employee, principal or agent of any business, or in any other capacity, make
known, disclose, furnish, make available or utilize any of the Confidential
Information, other than in the proper performance of the duties contemplated
herein, or as expressly permitted herein, or as required by a court of competent
jurisdiction or other administrative or legislative body, the Executive shall
promptly notify the Company so that the Company may seek a protective order or
other appropriate remedy. The Executive agrees to return all documents or other
materials containing Confidential Information, including all photocopies,
extracts and summaries thereof, and any such information stored electronically
on tapes, computer disks or in any other manner to the Company at any time upon
request by the Company and immediately upon the termination of _____ employment
for any reason.
(d) For a period of two (2) years following the
Executive's Date of Termination (or one (1) year following the expiration of the
Term in the case of the Company's delivery of notice of its intent not to extend
the Term for any additional period as provided in Section 2(b)), whether upon
expiration of the Term or otherwise, the Executive shall not engage in
Competition, as defined below, with the Company or its subsidiaries within fifty
(50) miles of the location of any hospital managed by the Company (or other
facility managed by the Company from which in excess of five percent (5%) of the
Company's annual revenues are derived) at the time of, or within six (6) months
prior to, the Executive's Date of Termination or the expiration of the Term (as
applicable) or in which, during the six (6) months period prior to the
Executive's Date of Termination or the expiration of the Term (as applicable),
the Company had made substantial plans with the intention of establishing
operations in such locality or region. For purposes of this Agreement,
"Competition" by the Executive shall mean the Executive's engaging in
significant activities relating to, or otherwise directly or indirectly being
employed by or acting as a consultant or lender to, or being a director,
officer, employee, principal, agent, stockholder, member, owner or partner of,
or permitting _____ name to be used in connection with the activities of any
entity engaged in significant activities relating to, the Business; provided
that it shall not be a violation of this sub-paragraph for the Executive to
become the registered or beneficial owner of up to five (5%) of any class of
capital stock of any one or more competing corporations registered under the
Securities Exchange Act of 1934, as amended, provided that the Executive does
not actively participate in the business of such corporation until such time as
this covenant expires.
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(e) For a period of two (2) years following the Executive
Date of Termination (or one (1) year following the expiration of the Term in the
case of the Company's delivery of notice of its intent not to extend the Term
for any additional period as provided in Section 2(b)), whether upon expiration
of the Term or otherwise, the Executive agrees that _____ will not, directly or
indirectly, for _____ benefit or for the benefit of any other person, firm or
entity, do any of the following:
(i) solicit from any physician or physician
group, payor or supplier doing business with the Company as of the
Executive's termination, business of the same or of a similar nature to
the business of the Company with such physician, physician group, payor
or supplier;
(ii) solicit from any known potential physician
or physician group, payor or supplier of the Company business of the
same or of a similar nature to that which has been the subject of a
known written or oral bid, offer or proposal by the Company, or of
substantial preparation with a view to making such a bid, proposal or
offer, within six (6) months prior to the Executive's termination: or
(iii) recruit or solicit the employment or
services of any person who was employed by the Company upon termination
of the Executive's employment and is employed by the Company at the
time of such recruitment or solicitation.
(f) The Executive will make full and prompt disclosure to
the Company of all inventions, improvements, formulas, data, programs,
processes, ideas, concepts, discoveries, methods, developments, software, and
works of authorship, whether or not copyrightable, trademarkable or patentable,
which relate to the actual or anticipated business, activities or research of
the Company and either (i) are created, made, conceived or reduced to practice
by the Executive, either alone, under _____ direction or jointly with others
during the period of _____ employment with the Company, (ii) result from or are
suggested by work performed by the executive for the Company or (iii) result, to
any extent, from use of the Company's premises or property (all of which are
collectively referred to in this Agreement as "Works"). All Works shall be the
sole property of the Company, and, to the extent that the Company is not already
considered the owner thereof as a matter of law, the Executive hereby assigns to
the Company, without further compensation, all _____ right, title and interest
in and to such Works and any and all related intellectual property rights
(including, but not limited to, patents, patent applications, copyright
applications, and trademarks) in the United States and elsewhere.
(g) The Executive acknowledges that the services to be
rendered by _____ to the company are of a special and unique character, which
gives this Agreement a peculiar value to the Company, the loss of which may not
be reasonably or adequately compensated for by damages in a action at law, and
that a breach or threatened breach by _____ of any of the provisions contained
in this Section 13 may cause the Company irreparable injury. The Executive
therefore agrees that the Company may be entitled, in addition to any other
right or remedy, to a temporary, preliminary and permanent injunction, without
the necessity of proving the inadequacy of monetary damages or the posting of
any bond or security, enjoining or restraining the Executive from any such
violation or threatened violations.
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(h) If any one or more of the provisions contained in the
Agreement shall be held to be excessively broad as to duration, activity or
subject, such provisions shall be construed by limiting and reducing them so as
to be enforceable to the fullest extent permitted by law.
14. Entire Agreement. This Agreement contains all the
understandings between the parties hereto pertaining to the matters referred to
herein, and supersedes any other undertakings and agreements, whether oral or in
writing, previously entered into by them with respect thereto. The Executive
represents that, in executing this Agreement, _____ does not rely and has not
relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter or effect of this Agreement or
otherwise.
15. Amendment or Modification Waiver. No provision of this
Agreement may be amended or waived, unless such amendment or waiver is agreed to
in writing, signed by the Executive and by a duly authorized officer of the
Company. No waiver by any party hereto of any breach by another party hereto of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same time, any prior time or any subsequent time.
16. Notices. Any notice to be given hereunder shall be in writing
and shall be deemed given when delivered personally, sent by courier or
facsimile or registered or certified mail, postage prepaid, return receipt
requested, addressed to the party concerned at the address indicated below or to
such address as such party may subsequently give notice hereunder in writing:
To the Executive at:
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To the Company at:
IASIS Healthcare Corporation
Dover Centre
113 Seaboard Lane, Suite A200
Attention: General Counsel
Franklin, TN 37067
Facsimile: (615) 467-1284
With copies to:
Joseph Littlejohn & Levy
450 Lexington Avenue
New York, New York 10022
Attention: Jeffrey C. Lightcap
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With copies to:
Skadden, Arps, Slate, Meagher & Flom, LLP
One Rodney Square
P.O Box 636
Wilmington, Delaware 19899
Facsimile: (302) 651-3001
Attention: Robert B. Pincus, Esquire
Any notice delivered personally or by courier under this Section 16
shall be deemed given on the date delivered and nay notice sent by facsimile or
registered or certified mail, postage prepaid, return receipt requested, shall
be deemed given on the date transmitted by facsimile or mailed.
17. Severability. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it
is so determined to be invalid and unenforceable, shall not be affected thereby,
and each provision hereof shall be validated and shall be enforced to the
fullest extent permitted by law.
18. Survivorship. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
19. Governing Law; Venue. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the principles of conflicts of law thereof.
20. Headings. All descriptive headings of sections and paragraphs
in this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.
21. Withholding. All payments to the Executive under this
Agreement shall be reduced by all applicable withholding required by federal,
state or local law.
22. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but of which together shall
constitute one and the same instrument.
[Signatures On Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement on ____________________ to be effective as of the Effective Date.
IASIS HEALTHCARE CORPORATION
By:
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Name:
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Title:
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