EXHIBIT 99.2
AMENDED EMPLOYMENT AGREEMENT
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This AMENDED EMPLOYMENT AGREEMENT ("Amended Agreement") is by and
between Integrated Healthcare Holdings, Inc., a Nevada corporation (the
"Company") and Daniel J. Brothman ("Executive"), (collectively, the "Parties").
This Amended Agreement shall be enforceable as of May 6, 2008 ("Effective Date")
when and if it is fully executed.
RECITALS
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A. The Company is engaged in the business of hospital acquisition and
management (the "Business"). Executive has been continuously employed as the
Company's Senior Vice President, Operations pursuant to the terms of a certain
"EMPLOYMENT AGREEMENT" between Executive and Company, dated December 31, 2004 as
amended thereafter from time to time.
B. The Company and Executive agree it is in each of their best
interests to amend the previously executed EMPLOYMENT AGREEMENT, in its
entirety, by entering into and executing this Amended Agreement. Therefore,
Company and Executive agree as follow:
AMENDED AGREEMENT
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1. INCORPORATION OF RECITALS. The above recitals are incorporated herein by this
reference.
2. TERMS OF EMPLOYMENT. The Company shall employ Executive, under this Amended
Employment Agreement, starting on the Effective Date. Executive's employment
shall continue until and unless his employment is terminated as provided in
Section 5, below.
3. TERMINATION OF PRIOR "EMPLOYMENT AGREEMENT." The prior "EMPLOYMENT AGREEMENT"
between Executive and Company, dated December 31, 2004, shall terminate and
shall be superseded in its entirety by, and concurrently with, the Rill
execution of this Amended Agreement.
4. POSITION AND DUTIES.
4.1. Executive shall serve as the Company's Chief Operating Officer.
Executive's principal duties and responsibilities shall be to serve as the Chief
Operating Officer. Executive's principal duties and responsibilities shall be to
(i) oversee the efficient operation of the Company's hospitals and day to day
operations, (ii) oversee the Company's managed care department, and (iii)
perform such other duties as the Executive from time to time may be assigned.
Executive will report to the Company's Chief Executive Officer,
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4.2. Except during vacation periods or in accordance with the Company's
personnel policies covering Executive leaves and reasonable periods of illness
or other incapacitation, Executive shall devote his services to the Company's
Business and interests in a manner consistent with Executive's title and office
and the Company's needs for his services.
4.3. Executive shall perform his duties in good faith and in a manner
which he honestly believes to be in the best interests of the Company, AND with
such care, including reasonable inquiry, as an ordinary prudent person in a like
position would use under similar circumstances. Executive shall at all times be
subject to and shall observe and CARRY out such reasonable rules, regulations,
policies, directions and restrictions as may be established and communicated to
him from time to time by the Board of Directors.
4.4. Executive's employment by the Company shall be exclusive.
Therefore, until and unless Executive's employment is terminated shall not:
(a) directly or indirectly, for any purposes whatsoever, provide
services to, or be employed in any capacity by, legal or
natural person (other than the Company) while employed by the
Company; and
(b) directly or indirectly, without Company's written consent,
significantly participate in any business, enterprise or
undertaking, Outside personal, social or charitable
activities are not prohibited so long as Executive's
participation does not impair his performance of his Duties
and obligations under this Amended Agreement.
4.5. Executive acknowledges he is and shall be providing personal
services of a special, unique, unusual and extraordinary character requiring
extraordinary ingenuity and effort by Executive. Executive further acknowledges
Company would suffer continuing and irreparable injury which can not be not
adequately compensated by an award of monetary damages or through other legal
remedies. Accordingly, Executive agrees the Company shall be entitled to such
injunctive relief as may be required to enforce the provisions of this Section
4. (including sub-section "4.4." immediately above), in addition to any other
legal remedies it may have.
5. PLACE OF PERFORMANCE; RELOCATION; ELECTION TO TERMINATE EMPLOYMENT.
5.1. Executive shall perform his duties (except for reasonable
work-related travel) at the Company's corporate headquarters at 1301 N. Tustin
Ave., Santa Ana, CA. 92705, or at such other location as the Company may
designate in Orange County.
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5.2. Executive shall have the right, in Executive's sole discretion,
to elect to treat any out of Orange County relocation, as Company's termination
of his employment "without cause" within the meaning of, and as provided in,
Section 7.3, below. This right is conditioned on Executive giving written notice
to Company, within thirty (30) days from receipt of written notification by the
Company that a decision has been made to relocate, of his election to exercise
such right. Company shall compensate Executive, as provided in Section 5.3,
subject to his timely written notice of his election to terminate his employment
under this Section.
6. COMPENSATION; BENEFITS.
6.1 BASE SALARY.
(a) Subject to Executive's performance of all his Duties and
obligations under this Amended Agreement, Company shall pay
Executive a base salary at a rate of Four Hundred Twenty Two
Thousand Dollars ($422,000) on a per annum basis, retroactive
to and commencing on May 6, 2008.
(b) Executive's base salary shall be payable in bi-weekly or
other periodic installments in accordance with the Company's
payroll procedures in effect fiom time to time. The base
salary is subject to mandatory Federal, State or local
withholdings, E.G. income taxes, FICA, disability,
unemployment, etc.
(c) Executive's base salary shall be reviewed on or before March
31, 2009 and every 12 months thereafter by the Compensation
Committee of the Company's Board of Directors who shall have
discretion to make further adjustments at such time. In no
event, however, shall Executive's base salary be decreased.
(d) Any reference to "per annum," "per year" "annual" or any
other time period, in this Amended Agreement, shall not be
construed to create or imply employment for a year or any
other specific term.
6.2 BONUS. Company's Board of Directors and CEO shall determine the
amount of a bonus to be paid to Executive, within 120 days after the end of each
fiscal year, i.e. March 31. Company shall pay each such annual bonus to
Executive no later than 120 days after the end of each fiscal year, starting
March 31, 2008.
6.3 STOCK OPTIONS. Subject to ratification of the Board of Directors,
the Company may grant Executive an option to purchase shares of the Company
(amount of shares and price per share to be determined by the Company).
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6.4 MEDICAL INSURANCE. Executive shall receive medical, dental, vision
and/or other health insurance in the same manner and scope as the Company's
similarly-situated Senior Executives.
6.5 EXPENSES. Company shall reimburse Executive for appropriate,
reasonable business expenses incurred by Executive, in accordance with the
Company's general policy applicable to Company's similarly-situated Senior
Executives. Company shall pay, or reimburse Executive for, the reasonable costs
for Executive to maintain membership in professional organizations which relate
to the Company's Business.
6.6 LIFE AND DISABILITY INSURANCE AND RETIREMENT PLAN. Executive shall
be entitled to participate in any short-term disability plan, long-term
disability plan and life insurance plan and any pension or retirement plan
maintained by the Company for the benefit of Company's similarly-situated Senior
Executives.
6.7 AUTOMOBILE ALLOWANCE. Executive shall receive an automobile and
insurance allowance of $1,000.00 per month.
6.8 CELLULAR TELEPHONE. Executive shall receive reimbursement for
reasonable expenses associated with Executive's use of a cellular telephone in
performing his services.
6.9 VACATION. Executive shall be entitled to four weeks of paid
vacation for every 12 consecutive months of employment under this Amended
Agreement or, alternatively, the same amount of vacation to which Company's
other similarly-situated Senior Executives are entitled, whichever is greater.
6.10 OTHER EMPLOYEE BENEFITS. Executive shall receive all other
employee benefits and participate in all other employee benefit plans provided
by the Company to Company's similarly-situated Senior Executives.
7. TERMINATION.
7.1 BY COMPANY "FOR CAUSE".
(a) Notwithstanding any other provision in the Amended Agreement,
Company may terminate Executive's employment at any time "for
cause." For purposes of this Section 7.1, "for cause" shall
mean (i) Executive's commission of a felony; (ii) Executive's
commission of a crime or other illegal act involving moral
turpitude; (iii) any willful and dishonest act committed by
Executive; (iv) Executive's material breach of his duties or
obligations under this Amended Agreement.
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(b) Notwithstanding Company's termination of Executive "for
cause," under this Section 7.1, Company shall pay Executive
all accrued salary, vacation or other pay, expenses,
benefits, and vested stock options, through the date of
termination.
7.2 BY EXECUTIVE "FOR CAUSE".
(a) Notwithstanding any other provision in the Amended Agreement,
Executive may terminate his employment with Company "for
cause." For purposes of this Section 5.2, "for cause" shall
mean (i) the removal of Executive as Chief Operating Officer
of Company; (ii) any material diminution or modification of
Executive's normal duties, responsibilities and authority
under this Amended Agreement; (iii) any material change in
Executive's direct reporting relationship to the CEO,
including a change in individual assuming the role of CEO;
(iv) any material breach of this Amended Agreement by
Company; (v) the dissolution, or bankruptcy of the Company;
(vi) any person, entity or group of affiliated persons and
entities having more than 50% of the outstanding voting
securities of the Company which sells, transfers, disposes or
otherwise relinquishes their interest in the Company.
(b) If Executive justifiably terminates his employment "for
cause" under this Section 7.2, Company shall pay and provide
to Executive certain compensation and benefits ("Severance
Package") for a period of twelve (12) months, as more
particularly described in, and subject to, the terms of the
"SEVERANCE AGREEMENT WITH MUTUAL RELEASES" ("Severance
Agreement;" attached hereto as Exhibit "N'). Company's
obligations under the attached Severance Agreement are
conditioned on, and shall not commence until, the occurrence
of each of the following (i) Executive's timely execution and
delivery of the Severance Agreement to Company, within
fifty-three (53) days after Executive gives Company written
notice of the effective date of termination and the reason(s)
therefore and, additionally (ii) the expiration of seven (7)
days, after delivery of the executed Severance Agreement,
without Executive having revoked his acceptance of the
Severance Agreement. In no event, however, shall Company have
any obligation to provide compensation and benefits under the
Severance Agreement (i) while Company is still paying
compensation and providing benefits under the terms of this
Amended Agreement, or (ii) until after the effective date of
Executive's termination.
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(c) Executive shall not accrue or be entitled to additional "Paid
Time Off," vacation pay, sick pay benefits, non-accrued
bonuses, non-accrued or non vested stock options, or any
other compensation or benefits (employment related or
otherwise), after the effective date of termination, except
as specifically described in sub-section "(b)", immediately
above, and the attached Severance Agreement.
(d) Company also shall pay and DELIVER to Executive ALL accrued
SALARY, accrued vacation pay, accrued bonuses or other
accrued pay, EXPENSES, benefits, AND vested stock options,
through AND within three (3) business days following the
effective date of termination, IRRESPECTIVE OF WHETHER THE
ATTACHED SEVERANCE AGREEMENT IS SIGNED.
7.3 BY COMPANY WITHOUT CAUSE.
(a) Notwithstanding any other provision in the Amended Agreement,
Company may terminate Executive's employment without cause by
giving written notice to Executive. The termination shall
occur and become effective, automatically and without further
notice, sixty (60) days after Company gives written notice to
Executive of its intent to terminate Executive's employment
without cause. During this sixty (60) interval between
Company's notice of termination and the effective date of the
termination, Executive shall continue to receive all
compensation and benefits provided in this Amended Agreement.
(b) If Company terminates Executive's employment "without cause"
under this Section 7.3, Company shall pay and provide to
Executive certain compensation and benefits ("Severance
Package") for a period of twelve (12) months, as more
particularly described in, and subject to, the terms of the
Severance Agreement. Company's obligations under the attached
Severance Agreement are conditioned on, and shall not
commence until, the occurrence of each of the following: (i)
Executive's timely execution and delivery of the Severance
Agreement to Company, within fifty-three (53) days after
Company gives Executive written notice of the effective date
of termination and, additionally (ii) the expiration of seven
(7) days, after delivery of the executed Severance Agreement,
without Executive having revoked his acceptance of the
Severance Agreement. In no event, however, shall Company have
any obligation to provide compensation and benefits under the
Severance Agreement (i) while Company is still paying
compensation and providing benefits under the terms of this
Amended Agreement, or (ii) until after the effective date of
Executive's termination.
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(c) Executive shall not accrue or be entitled to additional "Paid
Time Off," vacation pay, sick pay benefits, non-accrued
bonuses, non-accrued or non vested stock options, or any
other compensation or benefits (employment related or
otherwise), after the effective date of termination, except
as specifically described in sub-section "(b)", immediately
above, and the attached Severance Agreement.
(d) Company shall pay and deliver to Executive all accrued
salary, accrued vacation pay, accrued bonuses or other
accrued pay, expenses, benefits, and vested stock options,
through and upon the effective date of termination,
IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS
SIGNED.
7.4 BY EXECUTIVE WITHOUT CAUSE. Notwithstanding any other provision in
the Amended Agreement, Executive may terminate his employment without cause upon
sixty (60) days' written notice to Company. Company shall pay Executive all
accrued salary, vacation or other pay, expenses, benefits, and vested stock
options, through the date of termination.
7.5 DEATH OR DISABILITY.
(a) Company may terminate Executive's employment if Executive
dies or becomes disabled. Executive shall be deemed
"disabled" for purposes of this Amended Agreement if he is
unable, by reason of illness, accident, or other physical or
mental incapacity, to perform substantially all of his normal
duties for a continuous period of ninety (90) days.
(b) If Executive's employment is terminated on account of his
death or disability, Company shall pay and provide to
Executive or, if incompetent or deceased, his representative,
attorney in fact, conservator, surviving spouse, heir(s),
representative, trust or estate (hereinafter, "Executive")
certain compensation and benefits ("Severance Package") for a
period of twelve (12) months, as more particularly described
in, and subject to, the terms of the attached Severance
Agreement. Company's obligations under the attached Severance
Agreement are conditioned on, and shall not commence until,
the occurrence of each of the following: (i) Executive's
timely execution and delivery of the Severance Agreement to
Company, within fifty-three (53) days after Company gives
Executive written notice of the effective date of termination
and, additionally (ii) the expiration of seven (7) days,
after delivery of the executed Severance Agreement, without
Executive having revoked his acceptance of the Severance
Agreement. In no event, however, shall Company have any
obligation to provide compensation and benefits under the
Severance Agreement (i) while Company is still paying
compensation and providing benefits under the terms of this
Amended Agreement, or (ii) until after the effective date of
Executive's termination.
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(c) Executive shall not accrue or be entitled to additional "Paid
Time Off," vacation pay, sick pay benefits, non-accrued
bonuses, non-accrued or non vested stock options, or any
other compensation or benefits (employment related or
otherwise), after the effective date of termination, except
as specifically described in sub-section "(b)", immediately
above, and the attached Severance Agreement.
(d) Company shall pay and deliver to Executive (or his
representative, surviving spouse or estate if applicable) all
accrued salary, accrued vacation pay, accrued bonuses or
other accrued pay, expenses, benefits, and vested stock
options, through and upon the effective date of termination,
IRRESPECTIVE OF WHETHER THE ATTACHED SEVERANCE AGREEMENT IS
SIGNED.
7.6 No MITIGATION REQUIRED; NO OFFSET. Executive shall not be required
to seek other employment, as a condition to the Company's payment of and
providing of post termination compensation and benefits ("Severance Package"),
if his employment is terminated under Sections 7.2 and 7.3, above. Company's
obligations, under the Severance Package, shall not be reduced by the amount of
any compensation paid to or accrued or benefits provided to or accrued by
Executive as a result of his rendering services to, or having a remunerative
relationship with, any natural or legal person.
7.7 FUTURE COOPERATION.
(a) Executive agrees to cooperate with the Company and use his
best efforts in responding to all reasonable requests by the
Company for assistance and advice relating to matters and
procedures in which Executive was involved or which Executive
managed or was responsible for while employed by the Company.
(b) Executive also represents and agrees to cooperate in the
Company's defense or prosecution of any claim or other action
which arises, whether civil, criminal, administrative or
investigative, in which Executive's participation is required
in the best judgment of the Company by reason of his former
employment with the Company. Upon the Company's request,
Executive will use his best efforts to attend hearings and
trials, to assist in effectuating settlements, and to assist
in the procuring of witnesses, producing evidence, and in the
defense or prosecution of said claims or other actions.
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7.8 NON-DISPARAGEMENT. Executive agrees that he will not make
derogatory nor disparaging statements about Company or any other affiliate
companies and their employees, officers and directors. Executive shall not
induce or incite claims of discrimination, wrongful discharge, sexual or other
fortes of harassment, breach of contract, tortious acts, or any other claims of
any type whatsoever against Company by any other person or employee, relating to
such individual's employment or business dealings with Company.
8. INDEMNIFICATION OF EXECUTIVE.
8.1 To the extent permitted by law, Company shall defend, indemnify and
hold Executive harmless from and against ANY and all losses, liabilities,
damages, expenses (including attorneys' fees and costs), actions, causes of
action or proceedings arising directly or indirectly from Executive's
performance of this Amended Agreement or services as an employee of Company,
acting with the scope of Executive's employment. Claims arising from employee's
intentional misconduct or gross negligence are excepted.
8.2 The Company shall control the defense of such claim(s). This
indemnification shall be in addition to any right of indemnification to which
Executive may be entitled under Company's Articles of Incorporation and By-Laws.
9. CONFIDENTIALITY AND EXCLUSIVITY.
9.1 CONFIDENTIALITY. During and after Executive's employment, under
this Amended Agreement, Executive shall not (i) voluntarily, directly or
indirectly communicate, in any manner to any legal or natural person (except as
required by applicable law or in connection with the performance of his duties
and responsibilities as an Executive hereunder); (ii) use or otherwise
appropriate for Executive's own or any third parry's benefit any Confidential
Information. Confidential Information shall include (without limitation)
information made available to, obtained by or developed by Executive during the
course of his employment relating or pertaining to the Company's trade secrets,
financial information, technical information and for business plans and
strategies. Executive shall use his best efforts, and cooperate with the
Company, to maintain the secrecy of and limit the use of such Confidential
Information.
9.2 PROPRIETARY RIGHTS; MATERIALS. All documents, memoranda, reports,
notebooks, correspondence, files, lists and other records, and the like,
designs, drawings, specifications, computer software and computer equipment,
computer printouts, computer disks, and all photocopies or other reproductions
thereof, affecting or relating to the Business of the Company, which Executive
shall prepare, use, construct, observe, possess or control ("Company
Materials"), shall be and remain the sole property of the Company. Executive
shall deliver promptly to the Company all such Company Materials and other
Company Property (e.g. tangible property, credit cards, entry cards, pagers,
identification badges, cellular phones, and keys) upon termination of his
employment.
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10. NO ASSIGNMENT.
10.1 Executive and Company shall not assign this Amended Agreement to
any third party without the written consent of the other parry to this Amended
Agreement. Company's assignment of this Amended Agreement to a legal person in
which Company has a controlling interest shall not be deemed a prohibited
assignment under this section 10.
10.2 Executive shall have the right, in Executive's sole discretion and
except as provided in this subsection, to elect to treat a prohibited assignment
by Company as a termination of his employment "without cause" by Company as
provided for in Section 7.3. Executive shall be deemed to have conclusively
waived such right, however, if (i) Executive does not give ten (10) days written
notice to Company of his intent to declare a termination of his employment, and
(ii) Executive's ten (10) days notice to Company is not sent within thirty (30)
days from Executive's receipt of written notification by the Company that the
Amended Agreement has been assigned to a third party. Executive shall not have
the right to terminate his employment, under this subsection, if Company
successfully revokes or is able to rescind the assignment within the ten (10)
days following receipt of Executive's written notice of his intent to terminate
his employment.
10.3 Company shall have the right, in Company's sole discretion and
except as provided in this subsection, to elect to treat a prohibited assignment
by Executive as a termination of Executive's employment "without cause" by
Executive as provided for in Section 7.4, Company shall be deemed to have
conclusively waived such right, however, if (i) Company does not give ten (10)
days written notice to Executive of Company's intent to declare a termination of
Executive's employment, and (ii) Company's ten (10) days notice to Executive is
not sent within thirty (30) days from Company's receipt of written notification
by Executive that the Amended Agreement has been assigned to a third party.
Company shall not have the right to terminate his employment, under this
subsection, if Executive successfully revokes or is able to rescind the
assignment within the ten (10) days following receipt of Company's written
notice of Company's intent to terminate Executive's employment.
11. BINDING ARBITRATION.
11.1 Any controversy between Company and Executive involving the
construction or application of any of the terms, provisions or conditions of
this Amended Agreement shall be submitted to binding arbitration if one Party
sends a written demand for binding arbitration to the other Party. This Section
13. shall include any claim by Executive of employment discrimination under
federal or state law. Company and Executive shall both be deemed to have waived
the right to litigate the claim in any federal or state court if either parry
tenders a written request for arbitration of any such claim(s).
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11.2 Prior to commencement of, and as a condition of, any arbitration,
however, the Parties agree to first attempt to resolve any dispute before a
neutral mediator in a non-binding mediation. The mediation shall take place
within thirty (30) days of written notice by either party of any such dispute.
The mediator shall be a California licensed attorney with at least fifteen years
experience in and an emphasis in California and Federal Employment Law, or a
retired or former judge of the Superior Court of the State of California or of
the Court of Appeals of the State of California ("Mediator"). The Mediator shall
be selected by the same process used for the selection of an Arbitrator, as
described in subsection 11.4, below. The parties agree that mediation shall not
exceed one (1) day in duration.
11.2 Arbitration shall comply with and be governed by the provisions
of the California Arbitration Act, unless otherwise precluded by California or
Federal law. The Federal Arbitration Act shall apply only if enforcement of a
particular provision of the California Arbitration Act would undermine the goals
and policies of the Federal Arbitration Act.
11.2 Any demand to arbitrate shall be deemed to have been made on the
date actually received by the party upon whom it is served and, for purposes of
the statute of limitations, shall have the same effect as if suit had been filed
on the date the demand is made. Any demand to arbitrate any claim arising from
or in connection with his Amended Agreement must be received within six (6)
months after the claim first arose, notwithstanding any other statute of
limitations providing for a longer period of time, unless otherwise forbidden in
law.
11.3. The arbitration shall occur in Orange County, California, before
a neutral, single retired or former judge of the Superior Court of the State of
California or of the Court of Appeals of the State of California ("Arbitrator").
The parties shall agree upon an Arbitrator within ten (10) days after the demand
is made. if the parties cannot agree on an arbitrator, then any of them may
apply to the Orange County Superior Court for an Order appointing an Arbitrator
who meets the requirements of this subsection 13.3.
11.4 The Arbitrator shall have exclusive jurisdiction over all legal
and equitable claims, issues and remedies, so all types of relief available in a
judicial proceeding shall be available to the Parties in the Arbitration. The
Parties may use the Orange County Superior Court or, only if required, the
Federal Court in Orange County to enforce the Arbitrators rulings and awards.
Discovery, including depositions for the purpose of discovery, shall be broadly
permitted, and the provisions of the California Code of Civil Procedure ss.
1283.05 shall apply.
11.5 The Arbitrator shall prepare a written award, after conclusion of
the arbitration, stating the essential findings and conclusions upon which the
award is based, so as to permit judicial review of the award.
11.6 Company shall pay all the arbitrator's fees and the arbitration
administrative costs (if any) as well as any other fees or costs (if any) which
may be required, by law, for the enforcement of this arbitration provision.
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MISCELLANEOUS PROVISIONS.
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12. NOTICES. Any notices required or permitted to be sent under this Amended
Agreement may be personally delivered, sent by overnight mail or overnight
delivery service (e.g. Federal Express) or mailed by registered or certified
mail, return receipt requested. Receipt of any notice shall be conclusively be
deemed complete, according to the following: (i) personal delivery shall be
deemed received the same day; (ii) overnight mail or overnight delivery service
shall be deemed complete the next day, Sundays and holidays excepted; (iii)
certified or registered mail shall be deemed complete upon recipient's execution
of the receipt, Notices shall be sent to the following addresses until and
unless changed by a Parties written notice to the other Party:
IF TO COMPANY:
Scott Schoeffel, General Counsel
Integrated Healthcare Holdings, Inc
1301 North Tustin Ave.
Santa Ana, CA 92705
IF TO EXECUTIVE:
Daniel J. Brothman
1872 Sharon Lane
Santa Ana, CA 92705
13. CAPTIONS. The captions of the paragraphs of this Amended Agreement are
solely for the convenience of the undersigned, are not a part of this Amended
Agreement, and shall not be used for the interpretation of any provision of this
Amended Agreement.
14. CONTINUING OBLIGATIONS. The rights and obligations of Executive and Company
set forth in this Section on Arbitration shall survive the termination of
Executive's employment and the expiration of this Amended Agreement.
15. ATTORNEYS' FEES. In the event of a dispute relating to this Amended
Agreement, each party shall pay their own legal fees and costs.
16. SEVERABLE PROVISIONS. The provisions of this Amended Agreement are
severable. If any provision shall be determined to be unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and enforceable.
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17. NON-WAIVER. The failure of either party to insist on strict compliance with
any of the terms and conditions of this Amended Agreement by the other party
shall not be deemed a waiver of that term or condition. The waiver or
relinquishment of any right or power at any one time or times be deemed a waiver
or relinquishment of that right or power for all or any other times.
18. ENTIRE AGREEMENT. This Amended Agreement is the full and complete agreement
between Company and Executive. There are no other agreements of any kind. This
Amended Agreement supersedes all prior agreements, including the prior
EMPLOYMENT AGREEMENT between the Parties, dated March 21, 2005 and all
amendments (if any) thereto. This Amended Agreement can only be modified by a
writing signed by both Parties.
19. APPLICABLE LAW; VENUE. This Amended Agreement is entered into and is to be
performed in Orange County, California. The Amended Agreement shall be governed
by the laws of the State of California. Notwithstanding Executive's out of state
residence, the Parties agree venue shall conclusively be deemed to lie in Orange
County, California in the event of any arbitration or litigation, This is a
material provision without which Company would not have executed this Amended
Agreement,
20. PHOTOCOPIES AND COUNTERPARTS. This Amended Agreement may be executed in
counterparts, each of which shall be deemed an original and together shall
constitute one complete instrument. Photocopies and facsimiles of such signed
counterparts may be used in lieu of the originals for any purpose.
21.AUTHORITY. Any person or entity purporting to have the authority to enter
into this Amended Agreement on behalf of or for the benefit of any other person
or entity hereby warrants that it has such authority.
21 INTERPRETATION OF AMENDED AGREEMENT. In determining the meaning of, or
resolving any ambiguity with respect to, any word, phrase or provision of this
Amended Agreement, this Amended Agreement shall be construed with the
understanding both Parties were responsible for, and participated in, its
preparation. Section 1654 of the Civil Code shall not apply.
23. DISCLAIMER. Executive understands the Law Firm of James W. Lundquist, Inc.,
is the attorney for Company ONLY. Executive represents he has not executed this
Amended Agreement in reliance on or with the belief that any employee or person
associated or believed to be associated with the Law Film of James W. Lundquist,
Inc., is acting (whether as an attorney or otherwise) on Executive's behalf in
executing this document.
24. SEPARATE COUNSEL ENCOURAGED. Executive represents that has been advised to
review this Amended Agreement with his own attorney before executing this
Amended Agreement.
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EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO
EVERY PROVISION CONTAINED IN THIS AMENDED AGREEMENT.
Dated: May 22, 2008 Integrated Healthcare Holdings, Inc.
A Nevada Corporation
By: /s/ Bruce Mogel
--------------------------------
Bruce Mogel, Chief Executive Officer
Dated: May 22, 2008 By: /s/ Daniel J. Brothman
--------------------------------
Daniel J. Brothman, Chief Operating
Officer
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