EXHIBIT 10.18
AMENDMENT DATED AUGUST 10, 1998 TO
EMPLOYMENT AGREEMENT DATED OCTOBER 6, 1995
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STATE OF SOUTH CAROLINA )
)
COUNTY OF RICHLAND )
AMENDMENT TO EMPLOYMENT
AGREEMENT BETWEEN
DOCTOR'S CARE, P.A. AND
M.F. MCFARLAND, III, M.D.
Doctor's Care, P.A., a South Carolina professional corporation
("Employer"), has entered into an Employment Agreement dated October 6, 1995
(the "Agreement") with M.F. McFarland, III, M.D. ("McFarland"), whereby
McFarland is employed to serve as President of Employer for a term commencing
October 1, 1995, and ending October 1, 2000. Employer and McFarland desire to
amend the Agreement to extend the term, increase the compensation, and modify
the termination procedures thereof. Accordingly, the parties have entered into
this Amendment to be effective as of this 10th day of August, 1998.
NOW, THEREFORE, for and in consideration of the mutual promises
set forth herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties do hereby agree to amend
paragraphs 2, 4, and 8 of the Agreement as provided herein. All remaining
provisions of the Agreement shall remain in full force and effect.
1. Paragraph 2 (Term) of the Agreement is hereby amended so as to
extend the term for ten (10) additional years, through October 1, 2010.
Accordingly, paragraph 2, as amended, now provides as follows:
Term. The employment shall commence on the date hereof, and shall
continue through October 1, 2010, unless earlier terminated in
accordance with the provisions of Section 8 of this Agreement.
2. Paragraph 4 (Compensation), subparagraph A of the Agreement is
hereby amended so as to increase McFarland's annual salary, effective October 1,
1998, to One Hundred Sixty-Seven Thousand Five Hundred Dollars and no/100
($167,500.00). In addition, commencing on October 1, 1999, and on the
anniversary date thereof every year until termination of the Agreement,
McFarland's annual salary shall be increased by three percent (3%) per year to
compensate for increases in the cost of living. The three percent (3%) annual
increase shall be calculated based on McFarland's annual salary on the
anniversary date.
Paragraph 4 is hereby amended further to include a new
subparagraph D entitled Additional
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Compensation in Event of Termination of Employment as President and Chief
Executive Officer of UCI Medical Affiliates of South Carolina, Inc. McFarland
has entered into a separate Employment Agreement with respect to his employment
as President and Chief Executive Officer of UCI Medical Affiliates of South
Carolina, Inc. ("UCI"). Subparagraph D shall provide that, in the event of the
termination of his employment as President and Chief Executive Officer of UCI,
McFarland shall receive as compensation from Employer certain additional
compensation formerly provided by UCI to McFarland.
Accordingly, subparagraph A of paragraph 4, as amended, and new
subparagraph D of paragraph 4, shall provide as follows:
A. Base Salary. Commencing on October 1, 1998, McFarland
shall receive from Employer an annual salary of One
Hundred Sixty-Seven Thousand Five Hundred Dollars and
no/100 ($167,500.00), payable in pay periods as determined
by Employer, but in no event less frequently than monthly.
Commencing on October 1, 1999, and on the anniversary date
thereof every year until termination of this Agreement,
McFarland's annual salary shall be increased by three
percent (3%) per year to compensate for increases in the
cost of living. The three percent (3%) annual increase
shall be calculated based upon McFarland's annual salary
on the anniversary date.
* * *
D. Additional Compensation in Event of Termination of
Employment as President and Chief Executive Officer of
UCI. In the event that McFarland is terminated from his
employment as President and Chief Executive Officer of
UCI, Employer will provide to McFarland the following
additional compensation:
1. Supplemental Salary. From the time of the UCI
termination until this Agreement terminates,
McFarland shall receive from Employer, in addition
to his base salary pursuant to subparagraph A of
paragraph 4 above, a supplemental annual salary in
the amount of One Hundred Fifty-Seven Thousand Five
Hundred Dollars and no/100 ($157,500.00), payable
in pay periods as determined by Employer, but in no
event less frequently than monthly.
2. Dues. From the time of the UCI termination until
this Agreement terminates, Employer shall pay all
dues of McFarland as a member of one private club
not to exceed Five Hundred Dollars and no/100
($500.00) per month for the purpose of entertaining
clients of Employer in connection with the
performance of McFarland's duties.
3. Automobile. From the time of the UCI termination
until this Agreement terminates, Employer shall
provide to McFarland the use of one (1) automobile.
4. Reimbursement for Expenses. From the time of the
UCI termination until this Agreement terminates,
Employer shall reimburse McFarland for all
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reasonable expenses in an aggregate amount equal
to, or less than Seven Thousand Five Hundred
Dollars and no/100 ($7,500.00) per annum incurred
by McFarland for the benefit of Employer in
performance of his duties hereunder.
5. Life Insurance. From the time of the UCI
termination until this Agreement terminates,
Employer shall purchase a term life insurance
policy that at the time of McFarland's death will
pay One Million Dollars ($1,000,000.00) to his
spouse or other designated beneficiary(s).
3. Paragraph 8 (Termination) of the Agreement is hereby amended
to define the term "cause" for termination.
Paragraph 8 is hereby amended further to include a new
subparagraph E entitled Termination without Cause by Employer, which provides
that in the event that McFarland is terminated without cause, Employer shall pay
McFarland a lump sum severance payment equal to two and one-half (2 1/2) times
his last two (2) years of Base Salary under subparagraph A plus any Supplemental
Salary under subparagraph D of paragraph 4.
Paragraph 8 is hereby amended further to include a new
subparagraph F entitled Personal Guarantee Assumption in the Event of
Termination, which provides that in the event of McFarland's termination by
either UCI or Employer under any circumstances, Employer shall assume any and
all liabilities personally guaranteed by McFarland within thirty (30) days of
such termination, thereby releasing McFarland from any personal liability.
Accordingly, subparagraph A of paragraph 8, as amended, and new subparagraphs E
and F of paragraph 8, shall provide as follows:
A. For Cause By Employer. Notwithstanding any other provision
hereof, Employer may terminate McFarland's employment under
this Agreement immediately at any time for "cause." For
purposes hereof the term "cause" shall be limited to the
commission of any of the following by McFarland: dishonesty;
theft; unethical business conduct; indictment for a felony;
McFarland's license to practice medicine in the State of
South Carolina is revoked or otherwise terminated; or
McFarland fails to follow accepted medical practices or is
guilty of misconduct under the principles of medical ethics
of the American Medical Association. If the termination is
for "cause" all compensation (including without limitation
the Base Salary, and all perquisites and fringe benefits) to
which McFarland would otherwise be entitled shall be
discontinued and forfeited as of the effective date of such
termination.
* * *
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E. Without Cause By Employer. Employer may terminate this
Agreement "without cause" at any time upon 30 days'
written notice to McFarland. In the event of such
termination, Employer shall pay McFarland a lump sum
severance payment equal to two and one-half (2 1/2)
times his last two (2) years of Base Salary. All other
compensation (including without limitation any
prerequisites and fringe benefits, if any) to which
McFarland would otherwise be entitled (for periods
after the effective date of such termination) shall be
discontinued and forfeited as of the effective date of
such termination.
F. Personal Guarantee Assumption in the Event of
Termination. In the event of McFarland's termination by
either UCI or Employer under any circumstances,
Employer shall assume any and all liabilities that
McFarland has personally guaranteed. Said guarantee
assumption shall take place within thirty (30) days of
McFarland's termination. If Employer fails to assume
any and all liabilities personally guaranteed by
McFarland within thirty (30) days of termination,
Employer shall pay McFarland One Thousand Dollars and
no/100 ($1,000.00) per day starting on the 30th day
after termination, and each day thereafter until
Employer assumes such liabilities.
IN WITNESS WHEREOF, Employer and McFarland have duly executed
this Amendment under seal to be effective as of the day and year first above
written.
IN THE PRESENCE OF: EMPLOYER:
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/s/ Patricia J. Hammond DOCTOR'S CARE, P.A. (SEAL)
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Witness
/s/ Carol J. Carroll By: /s/ M.F. McFarland, III, M.D.
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Witness Its: President
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MCFARLAND:
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/s/ Patricia J. Hammond /s/ M.F. McFarland, III, M.D
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Witness M.F. McFarland, III, M.D.
/s/ Carol J. Carroll
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Witness
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