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Exhibit 10.19
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this
1st day October of 1997, by and between CONTINUCARE CORPORATION, a Florida
corporation, ("the Company"), and Steven J. Baldwin, ("Executive").
1. EMPLOYMENT:
1.1 EMPLOYMENT AND TERM. The Company shall employ Executive and the
Executive shall serve the Company in accordance with terms and conditions set
forth herein, for the period of time (hereinafter referred to as the "Term")
commencing October 1, 1997 (the "Effective Date") and expiring on the second
anniversary thereof, unless sooner terminated as hereinafter set forth.
1.2 DUTIES OF EXECUTIVE. The Executive shall serve as the Senior Vice
President of Rehabilitation Services for the Company and shall perform the
duties of an executive commensurate with such position, shall diligently
perform all services as may be reasonably assigned to him by the Board of
Directors of the Company (hereinafter referred to as the "Board") and shall
exercise such power and authority as may, from time to time, be assigned to him
by the President of the Company or the Board. The Executive shall devote his
full time and attention to the business and affairs of the Company, render such
services to the best of his ability, and use his best efforts to promote the
interests of the Company.
1.3 PLACE OF PERFORMANCE. In connection with his employment by the
Company, the Executive shall be placed at the Company's principal executive
offices in South Florida, except for required travel on the Company's business.
2. COMPENSATION.
2.1 SALARY AND BONUS. During the Term, the Executive shall receive (a)
a base salary at the annual rate of $125,000 ("base salary"), such base salary
to be payable in substantially equal installments consistent with the Company's
normal payroll schedule, subject to applicable withholding and other taxes. The
Executive shall be eligible for bonus payments every 6 months, which shall be
granted at the sole discretion of the President in consultation with the
Compensation Committee (the "Compensation Committee") of the Company's Board of
Directors.
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2.2 STOCK OPTION GRANT. The Executive shall be granted stock options
to purchase 40,000 shares of Continucare stock, at a price equal to the average
trading price for the preceding thirty [30] days prior to the date of this
contract, which shall vest equally over three years.
3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.
3.1 EXPENSE ALLOWANCE. During the Term, the Executive shall receive an
expense allowance for proper and necessary expenses related to the business of
the Company in the amount of $600.00 per month to be used at the discretion of
the Executive.
3.2 EXPENSE REIMBURSEMENT. During the Term, the Company, shall
reimburse the Executive, upon presentation of appropriate and related
documentation, any and all expenses for out of town travel, meals and
entertainment directly associated to the business of the Company.
3.3 REIMBURSEMENT OF LIVING RENTAL FEE. The Company shall, upon
presentation of appropriate and related documentation, reimburse the Executive
for a living rental fee for a 3-month period effective as of October 1, 1997.
Said living rental fee shall not exceed the sum of One Thousand Five Hundred
and no/cents Dollars ($1,500.00) per month.
3.4 MOVING EXPENSES. The Company, upon presentation of appropriate and
related documentation shall reimburse the Executive for reasonable moving
expenses, which expenses are not to exceed $7,000.00.
3.5 OTHER BENEFITS. The Executive shall be entitled to participate in
all medical, hospitalization, dental plan, group life insurance, dental and any
and all other plans as are presently and hereinafter offered by the Company to
its employees.
3.6 WORKING FACILITIES. The Company shall furnish the Executive with
an office, a secretary and such other facilities and services suitable to his
position and adequate for the performance of his duties hereunder.
4. TERMINATION:
4.1 TERMINATION FOR CAUSE. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Executive's
employment hereunder for cause. For purposes of this Agreement, the term
"Cause" shall mean (i) a material breach of this Agreement which is not cured
within 15
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days after receipt by the Executive of written notice of same; (ii) fraud,
embezzlement, misappropriation of funds or breach of trust; (iii) charging or
indictment of the Executive with any criminal act which is a felony; (iv)
exclusion of the Executive from any federal or state healthcare program; (v)
material, willful or knowing failure or refusal by the Executive to perform his
duties hereunder; (vi) disability of the Executive which prohibits the
Executive from performing his duties hereunder for a period of 30 consecutive
days; and/or (vii) the failure of the Executive to adhere to the Company's
Compliance Program. Any termination for Cause shall be made in writing to the
Executive which notice shall set forth in detail all acts or omissions upon
which the company is relying for such termination. Upon any termination
pursuant to this Section 4.1, the Executive shall be entitled to be paid his
Base Salary accrued through the date of termination and any unpaid bonus
previously awarded by the Compensation Committee and the Company shall have no
further liability hereunder.
4.2 TERMINATION WITHOUT CAUSE. At any time the Company shall have the
right to terminate the Executive's employment hereunder by written notice to
the Executive. In the event the Executive is terminated without Cause, this
Agreement shall be terminated and the Executive shall be entitled to continue
to receive his monthly Base Salary compensation for a period of six months and
any unpaid bonus previously awarded by the Compensation Committee. Except as
provided in this Section 4.2, the Company shall have no further liability
hereunder, (other than for reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however, to the provisions
of Sections 3.1 and 3.2 hereof). Notwithstanding the foregoing, the Executive
shall be obligated to use his best efforts to seek employment (subject to the
restrictions set forth in Section 6 hereof) following such termination on terms
comparable to those provided hereunder and to mitigate to the fullest extent
possible any and all amounts due and payable hereunder.
4.3 DEATH. In the event of the death of the Executive during the term
of employment hereunder, the Company shall pay to the Personal Representative
of the Estate of the deceased Executive any unpaid base salary accrued through
the date of death and any unpaid bonus previously awarded by the Compensation
Committee. Except as provided in this Section 4.3, the Company shall have no
further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of the Executive's death, subject,
however, to the provisions of Sections 3.1 and 3.2 hereof).
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4.4 RESIGNATION BY EXECUTIVE. The Executive shall at all times have
the right, upon sixty (60) days written notice to the Company, to terminate the
Executive's employment hereunder. Upon any termination pursuant to this Section
4.4, the Executive shall be entitled to be paid his accrued Base Salary and any
unpaid bonus previously awarded by the Compensation Committee and the Company
shall have no further liability hereunder.
5. FULL SETTLEMENT. The Company's obligation to make payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others.
6. RESTRICTIVE COVENANTS.
6.1 NON-COMPETITION. During the Term, the Executive will not, directly
or indirectly, engage in activities which are competitive with the Company's
rehabilitative services business. In the events that (i) the Executive
voluntarily resigns his employment with the Company and there has been no
material breach of this agreement by the company, or (ii) the Company, in good
faith, terminates the Executive for Cause as defined in Provision 4.1 above
(excluding, however, any termination based upon disability under 4.1[vi]) then,
for a period of twelve (12) months following the date of termination, the
Executive will not, directly or indirectly, engage in, become employed with, or
have any interest in any person or business entity, regardless of its legal
form, which engages in competition with the Company's rehabilitative services
business in any city where the Company conducts such business during the Term
or at the time of Executive's termination of employment with the Company. These
restrictive covenants will no apply in the event that (i) the Executive, in
good faith, resigns his employment due to a material breach of this agreement
by the Company, or (ii) the Company terminates the Executive without cause, or
(iii) the Company terminates the Executive for Cause based upon disability
under Provision 4.1(vi) above, or (iv) the Term of this agreement simply
expires and the parties do not renew their employment relationship upon
mutually acceptable conditions. Nothwithstanding the foregoing, the Executive
may continue to hold securities and/or acquire, solely for investment purposes,
securities of any company which are traded on any national securities exchange
or which are regularly quoted in the over-the counter market, so long as the
Executive does not control, acquire a controlling interest in, or become a
member of a group which exercises direct or indirect control of, more than five
(5%) percent of any class of capital stock of such corporation.
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and for a period of twelve months following the termination (other than
without Cause, as defined in Section 4.1) of the Executive's employment by the
Company (not including Executive's voluntary resignation or expiration of the
Term), the Executive shall not directly or indirectly engage in or have any
interest in, directly or indirectly any sole proprietorship, partnership,
corporation, business or any other person or entity (whether as an employee,
officer, director, partner, agent, security holder, creditor, consultant or
otherwise) that, directly or indirectly engages in competition with the Company
in any and all states in which the Company and/or any of its subsidiary
conducts its business during the Term or at the time Executive's employment
with the Company is terminated; provided, however, that Executive may continue
to hold company securities and/or acquire, solely as an investment, shares of
capital stock or other equity securities of any company which are traded on any
national securities exchange or are regularly quoted in the over-the-counter
market, so long as Executive does not control, acquire a controlling interest
in or became a member of a group which exercises direct or indirect control of
more than 5% of any class of capital stock of such corporation.
6.2 NONDISCLOSURE. During the Term and following termination of the
Executive's employment with the Company, Executive shall not divulge,
communicate, use to the detriment of the Company or for the benefit of any
other person or persons, or misuse in any way, any Confidential Information (as
hereinafter defined) pertaining to the business of the Company. Any
Confidential Information or data now or hereafter acquired by the Executive
with respect to the business of the Company (which shall include, but not be
limited to, information concerning the Company's financial condition,
prospects, technology, customers, suppliers, partners, methods of doing
business and marketing and promotion of the Company's services) shall be deemed
a valuable, special and unique asset of the Company that is received by the
Executive in confidence and as a fiduciary, and Executive shall remain a
fiduciary to the Company with respect to all such information. For purposes of
this Agreement "Confidential Information" means information disclosed to the
Executive or known by the Executive as a consequence of or through his
employment by the Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date hereof and
not generally discovered or developed by the Executive) prior to or after the
date hereof, and not generally known about the Company or its business.
Notwithstanding the foregoing, nothing herein shall be deemed to restrict the
Executive from disclosing Confidential Information to the extent required by
law.
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6.3 NONSOLICITATION OF EMPLOYEES. During the Term and for a period of
one year following termination of the Executive's employment with the Company,
Executive shall not directly or indirectly for himself or for any other person,
firm, corporation, partnership, association or other entity, attempt to employ
or enter into any contractual arrangement with any employee or former employee
of the Company, unless such employee or former employee has not been employed
by the company for a period in excess of six months.
6.4 BOOKS AND RECORDS. All books, records, accounts and similar
repositories of Confidential Information of the Company, whether prepared by
the Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company upon termination of this Agreement or on the Board's request at any
time.
7. INJUNCTION. It is recognized and hereby acknowledged by the parties hereto
that a breach by the Executive of any of the covenants contained in Section 6
of this Agreement will cause irreparable harm and damage to the Company, the
monetary amount of which may be virtually impossible to ascertain. As a result,
the Executive recognizes and hereby acknowledges that the Company shall be
entitled to an injunction from any court of competent jurisdiction enjoining
and restraining any violation of any or all of the covenants contained in
Section 6 of this Agreement by the Executive or any of his affiliats,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies the Company may possess.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
9. NOTICES. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given when delivered by
hand or when deposited in the United States mail, by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company: Continucare Corporation
c/o Susan Tarbe
Chief Executive Officer
100 S.E. 2 Street
36th Floor
Miami, Florida 33131
If to the Executive: Steven J. Baldwin
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or to such other address as either party hereto may, from time to time, give
notice of to the other in the aforesaid manner.
10. BENEFITS: BINDING EFFECT. This Agreement shall be for the benefit of and
binding upon the parties hereto and their respective heirs, Personal
Representatives, legal representatives, successors and, where applicable,
assigns. Notwithstanding the foregoing, neither party may assign its rights or
benefits, or delegate any of its duties, hereunder without the prior written
consent of the other party hereto.
11. SEVERABILITY. The invalidity of any one or more of the words, phrases,
sentences, clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portion of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in
the event that any one or more of the words, phrases, sentences, clauses or
sections contained in this Agreement shall be declared invalid, this Agreement
shall be construed as if such invalid word or words, phrase or phrases,
sentence or sentences, clause or clauses, or section or sections had not been
inserted. If such invalidity is caused by duration, geographic scope or both,
the otherwise invalid provision will be considered to be reduced to a period or
area which would cure such invalidity.
12. WAIVERS. The waiver by either party hereto of a breach or violation of any
term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.
13. DAMAGES. Nothing contained herein shall be construed to prevent the Company
or the Executive from seeking and recovering from the other damages sustained
by either or both of them as a result of a breach, by either or both of them,
of any term or provision of this Agreement. In the event that either party
hereto brings suit for the collection of any damages resulting from or the
injunction of any action constituting a breach of any of the terms or provision
of this Agreement, then the party found to be at fault shall pay all reasonable
court costs and attorneys' fees of the other.
14. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this Agreement
is intended, or shall be construed, to confer upon or give any person (other
than the parties hereto and, in the case of Executive, his heirs, Personal
Representative and/or
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legal representative) any rights or remedies under or by reason of this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
CONTINUCARE CORPORATION
By /s/ Charles M. Fernandez
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Charles M. Fernandez
Chief Executive Officer
President and Chairman of
the Board.
By /s/ Steven J. Baldwin
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Steven J. Baldwin
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