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EXHIBIT 99.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Employment Agreement") is by and between
Integrated Healthcare Holdings, Inc., a Nevada corporation (the "Company") and
Kenneth K. Westbrook ("Executive") (collectively, the "Parties"). The effective
date of this Employment Agreement shall be December 1, 2008 ("Effective Date").
RECITALS
A. Company is engaged in the business of hospital acquisition and
management (the "Business").
B. Company desires to employ Executive, and Executive agrees to serve,
as President and Chief Executive Officer of the Company subject to the terms and
conditions of this Employment Agreement.
AGREEMENT
1. INCORPORATION OF RECITALS. The above recitals are incorporated herein by this
reference.
2. TERM OF EMPLOYMENT. The Company shall employ Executive under this Employment
Agreement starting on the Effective Date. Executive's employment shall continue
until and unless his employment is terminated as provided in Article 6, below.
3. POSITION AND DUTIES.
3.1. Executive shall serve as the Company's President and Chief
Executive Officer. Executive's principal duties and responsibilities ("Duties")
shall be (i) to set the overall strategies and direction of the Company, (ii) to
oversee corporate performance, (iii) to serve in such official capacities with
Company's affiliated corporations or other entities as the Company's Board of
Directors ("Board") may require, and (iv) to report to the Board.
3.2. 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.
3.3. 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,
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policies, directions and restrictions as may be established and communicated to
him from time to time by the Board.
3.4. Executive's employment by the Company shall be exclusive.
Therefore, until and unless Executive's employment is terminated Executive 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. Company acknowledges that
Executive currently serves as a director on the board
of Aperture Health, Inc. and consents to such service
provided that Executive uses customary and reasonable
prudence in avoiding conflicts of interest with the
Company in connection with his service on the
Aperture Health, Inc. board. 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
Employment Agreement.
3.5. 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 Article 3
(including Section 3.4 above) in addition to any other legal or equitable
remedies Company may have to enforce such provisions.
4. PLACE OF PERFORMANCE; RELOCATION; ELECTION TO TERMINATE EMPLOYMENT. Executive
shall perform his Duties (except for reasonable work-related travel) at the
Company's corporate headquarters at 1301 North Tustin Avenue, Santa Ana,
California, or at such other location as the Company may designate in Orange
County.
5. COMPENSATION; BENEFITS.
5.1 BASE SALARY.
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(a) Subject to Executive's performance of all his Duties
and other obligations under this Employment
Agreement, Company shall pay Executive a base salary
at a rate of Five Hundred Thousand Dollars
($500,000.00) on a per annum basis.
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(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 from 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 twelve (12) months
thereafter by the Board's Compensation Committee,
which shall have discretion to make further
adjustments at such time(s). 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 Employment Agreement,
shall not be construed to create or imply employment
for a year or any other specific term.
5.2 BONUS. The Board shall determine in its discretion the amount of a
bonus to be paid to Executive, within one hundred twenty (120) days after the
end of each Company fiscal year, I.E. March 31. Company shall pay each such
annual bonus to Executive no later than one hundred twenty (120) days after the
end of each fiscal year, starting March 31, 2009. Executive and Company
acknowledge that (a) the Board, with the assistance of the Board's Compensation
Committee, is currently in the process of reviewing and revising the Company's
annual executive bonus program ("AIP"), and (b) the Company anticipates that the
Board will consider adoption of a revised AIP within sixty (60) days of the
Effective Date. Subject to the provisions of this Section 5.2, Executive agrees
to be bound to the terms of any such revised AIP if and when the Board adopts
the same.
5.3 STOCK OPTIONS. Executive shall receive a grant of stock options in
accordance with the terms of that certain Notice of Stock Option Award in
Executive's favor which was approved by the Board on December 2, 2008 ("Award").
In addition to receiving the Award, during the term of this Employment Agreement
Executive shall be eligible to participate in the Company's stock incentive plan
("SIP") in the same manner as Company's similarly situated senior executives, as
the Board may amend the SIP from time to time.
5.4 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.
5.5 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
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for Executive to maintain membership(s) in professional organizations which
relate to the Company's Business.
5.6 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.
5.7 AUTOMOBILE ALLOWANCE. Executive shall receive an automobile and
insurance allowance in the amount of One Thousand Five Hundred Dollars
($1,500.00) per month.
5.8 CELLULAR TELEPHONE. Executive shall receive reimbursement for
reasonable expenses associated with Executive's use of a cellular telephone in
performing Executive's Duties.
5.9 VACATION. Executive shall be entitled to four (4) weeks of paid
vacation for every twelve (12) consecutive months of employment under this
Employment Agreement or, alternatively, the same amount of vacation to which
Company's other similarly situated senior executives are entitled, whichever is
greater.
5.10 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.
6. TERMINATION.
6.1 BY COMPANY "FOR CAUSE".
(a) Notwithstanding any other provision in the Employment
Agreement, Company may terminate Executive's
employment at any time "for cause". For purposes of
this Section 6.1, the term "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; or (iv) Executive's material
breach of his obligations under this Employment
Agreement.
(b) Notwithstanding Company's termination of Executive
"for cause," under this Section 6.1, Company shall
pay Executive all accrued salary, vacation or other
pay, expenses, benefits, and vested stock options,
through the date of termination.
6.2 BY EXECUTIVE "FOR CAUSE".
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(a) Notwithstanding any other provision in the Employment
Agreement, Executive may terminate his employment
with Company "for cause". For purposes of this
Section 6.2, the term "for cause" shall mean (i) the
removal of Executive as President and Chief Executive
Officer of the Company; (ii) any material diminution
or modification of Executive's normal Duties,
responsibilities and authority under this Employment
Agreement; (iii) Company's material breach of its
obligations under this Employment Agreement; (iv) the
dissolution or bankruptcy of the Company; or (vi) any
person, entity or group of affiliated persons and
entities having more than fifty percent (50%) of the
outstanding voting securities of the Company which
sells, transfers, disposes or otherwise relinquishes
their majority interest in the Company.
(b) If Executive justifiably terminates his employment
"for cause" under this Section 6.2, 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"
attached hereto as Exhibit "A" and incorporated
herein by reference ("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 Executive gives Company written
notice of the effective date of termination and the
reason(s) therefore, and (ii) the expiration of seven
(7) days, after Executive's delivery of the executed
Severance Agreement to Company, 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 (aa) while Company is
still paying compensation and providing benefits
under the terms of this Employment Agreement, or (bb)
until after the effective date of Executive's
termination.
(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 (related to Executive's employment or
otherwise), after the effective date of termination,
except as specifically described in Subsection 6.2
(b) 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
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days following the effective date of termination,
IRRESPECTIVE OF WHETHER EXECUTIVE SIGNS AND/OR
DELIVERS TO COMPANY THE ATTACHED SEVERANCE AGREEMENT.
6.3 BY COMPANY "WITHOUT CAUSE".
(a) Notwithstanding any other provision in the Employment
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) day
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 Employment Agreement.
(b) If Company terminates Executive's employment "without
cause" under this Section 6.3, Company shall pay and
provide to Executive the 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
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 (ii) the expiration of seven (7)
days, after Executive's delivery of the executed
Severance Agreement to Company, 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 (aa) while Company is
still paying compensation and providing benefits
under the terms of this Employment Agreement, or (bb)
until after the effective date of Executive's
termination.
(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 (related to Executive's employment or
otherwise), after the effective date of termination,
except as specifically described in Subsection 6.3
(b) above and the Severance Agreement.
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(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 EXECUTIVE SIGNS
AND/OR DELIVERS TO COMPANY THE ATTACHED SEVERANCE
AGREEMENT.
6.4 BY EXECUTIVE "WITHOUT CAUSE". Notwithstanding any other provision
in the Employment 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.
6.5 DEATH OR DISABILITY.
(a) Company may terminate Executive's employment if
Executive dies or becomes permanently disabled.
Executive shall be deemed "permanently disabled" for
purposes of this Employment 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 Executive is incompetent
or deceased, his representative, attorney-in-fact,
conservator, surviving spouse, heir(s),
representative, trust or estate (hereinafter,
"Executive's Representative") the 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 Severance Agreement are conditioned on, and
shall not commence until, the occurrence of each of
the following: (i) timely execution and delivery of
the Severance Agreement to Company, within
fifty-three (53) days after Company gives Executive
or Executive's Representative written notice of the
effective date of termination, and (ii) the
expiration of seven (7) days, after delivery to
Company of the executed Severance Agreement by
Executive or Executive's Representative, without
Executive or Executive's Representative having
revoked acceptance of the Severance Agreement. In no
event, however, shall Company have any obligation to
provide compensation and benefits under the Severance
Agreement (aa) while Company is still paying
compensation and providing benefits under the terms
of this Employment Agreement, or (bb) 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 (related to Executive's employment or
otherwise), after the effective date of termination,
except as specifically described in Subsection 6.5
(b) above and the Severance Agreement.
(d) Company shall pay and deliver to Executive (or
Executive's Representative, 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 EXECUTIVE OR
EXECUTIVE'S REPRESENTATIVE SIGNS AND/OR DELIVERS THE
ATTACHED SEVERANCE AGREEMENT.
6.6 NO MITIGATION REQUIRED; TERMINATION OF SEVERANCE PACKAGE. 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 under the
Severance Agreement, if his employment is terminated under Sections 6.2 and 6.3,
above. Company's obligation to pay Executive the Severance Package under a valid
Severance Agreement shall terminate on the day Executive becomes employed with,
enters into an independent contractor services agreement with, or otherwise
becomes affiliated with, any entity that is a "competitor" of Company. For
purposes of this Section 6.6, the term "competitor" shall mean any acute care
hospital or system of acute care hospitals that operate, in whole or in part, in
Orange County, California.
6.7 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. Company shall reimburse Executive for
all reasonable legal expenses, including without
limitation attorney's fees and costs, incurred by
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Executive in connection with Executive's performance
of his obligations under this Subsection 6.7 (b).
6.8 NON-DISPARAGEMENT. Executive agrees that he will not make
derogatory or 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
forms 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.
7. INDEMNIFICATION OF EXECUTIVE.
7.1 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 Employment Agreement or services as an employee of Company,
acting within the scope of Executive's employment.
7.2 The Company shall control the defense of such claim(s). The
indemnification contained in this Article 7 shall be in addition to any right of
indemnification to which Executive may be entitled under Company's Articles of
Incorporation and Bylaws.
8. CONFIDENTIALITY AND EXCLUSIVITY.
8.1 CONFIDENTIALITY. During and after Executive's employment under this
Employment 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 under this Employment Agreement); or (ii)
use or otherwise appropriate for Executive's own or any third party'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 /or 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.
8.2 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
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Company Property (E.G. tangible property, credit cards, entry cards, pagers,
identification badges, cellular phones, and keys) upon termination of his
employment.
9. NO ASSIGNMENT.
9.1 Executive and Company shall not assign this Employment Agreement to
any third party without the written consent of the other party to this
Employment Agreement; provided, however, that Company's assignment of this
Employment Agreement to a legal person in which Company has a controlling
interest shall not be deemed a prohibited assignment under this Article 9.
9.2 Except as provided the final sentence of this Section 9.2,
Executive shall have the right, in Executive's sole discretion, to elect to
treat a prohibited assignment by Company as a termination of his employment
"without cause" by Company as provided for in Section 6.3. 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 by Company, 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 Employment Agreement has been
assigned to a third party. Executive shall not have the right to terminate his
employment under this Section 9.2 if Company successfully revokes or is able to
rescind the prohibited assignment within the ten (10) days following receipt of
Executive's written notice of his intent to terminate his employment.
10. BINDING ARBITRATION.
10.1 Any controversy between Company and Executive involving the
construction or application of any of the terms, provisions or conditions of
this Employment Agreement shall be submitted to binding arbitration if one Party
sends a written demand for binding arbitration to the other Party. The
provisions of this Article 10 shall also apply to any claim(s) 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 party tenders a written request for arbitration
of any such claim(s).
10.2 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 (i) a California licensed attorney with at least fifteen
(15) years experience in, and an emphasis in, California and federal employment
law, or (ii) 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 Section 10.5, below. The Parties agree that
mediation shall not exceed one (1) day in duration.
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10.3 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.
10.4 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 Employment 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 by
law.
10.5 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 Section 10.5.
10.6 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 Arbitrator's 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.
10.7 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.
10.8 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 in connection with enforcement of the arbitration
provisions under this Article 10.
11. NOTICES. Any notices required or permitted to be sent under this Employment
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)
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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:
Steve Blake, Chief Financial Officer
Integrated Healthcare Holdings, Inc
1301 North Tustin Avenue
Santa Ana, California 92705
IF TO EXECUTIVE:
Kenneth K. Westbrook
30932 Hunt Club Drive
San Juan Capistrano, California 92675
12. CAPTIONS. The captions of the sections of this Employment Agreement are
solely for the convenience of the undersigned, are not a part of this Employment
Agreement, and shall not be used for the interpretation of any provision of this
Employment Agreement.
13. CONTINUING OBLIGATIONS. The rights and obligations of Executive and Company
set forth in Articles 6, 7, 8 and 10 shall survive the termination of
Executive's employment and the expiration of this Employment Agreement.
14. ATTORNEYS' FEES. In the event of a dispute relating to this Employment
Agreement, each Party shall pay its own legal fees and costs.
15. SEVERABLE PROVISIONS. The provisions of this Employment 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.
16. NON-WAIVER. The failure of either party to insist on strict compliance with
any of the terms and conditions of this Employment 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.
17. ENTIRE AGREEMENT. This Employment Agreement is the full and complete
agreement between Company and Executive. There are no other agreements of any
kind. This Employment Agreement supersedes all prior agreements. This Employment
Agreement can only be modified by a writing signed by both Parties.
18. APPLICABLE LAW; VENUE. This Employment Agreement is entered into and is to
be performed in Orange County, California. The Employment Agreement shall be
governed by the laws of the State of California. The Parties agree venue shall
conclusively be deemed to lie in Orange County, California in the event of any
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arbitration or litigation. The Parties acknowledge and agree that this is a
material provision without which Company would not have executed this Employment
Agreement.
19. PHOTOCOPIES AND COUNTERPARTS. This Employment 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.
20. AUTHORITY. Any person or entity purporting to have the authority to enter
into this Employment Agreement on behalf of or for the benefit of any other
person or entity hereby warrants that it has such authority.
21. INTERPRETATION OF EMPLOYMENT AGREEMENT. In determining the meaning of, or
resolving any ambiguity with respect to, any word, phrase or provision of this
Employment Agreement, this Employment 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.
22. SEPARATE COUNSEL ENCOURAGED. Executive represents that has been advised to
review this Employment Agreement with his own attorney before executing this
Employment Agreement.
EACH OF THE UNDERSIGNED PARTIES HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO
EVERY PROVISION CONTAINED IN THIS EMPLOYMENT AGREEMENT.
INTEGRATED HEALTHCARE HOLDINGS, INC., a
Nevada corporation
By: /s/ Maurice J. Dewald DATED: December 2, 2008
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MAURICE J. DEWALD
Chairman of the Board
/s/ Kenneth K. Westbrook DATED: December 2, 2008
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KENNETH K. WESTBROOK
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EXHIBIT A
SEVERANCE AGREEMENT WITH MUTUAL RELEASES
This SEVERANCE AGREEMENT WITH MUTUAL RELEASES ("Severance Agreement")
is between Integrated Healthcare Holdings, Inc. ("Employer") and Kenneth K.
Westbrook ("Employee"). The agreed form of this Severance Agreement is attached
as Exhibit "A" to a certain "Employment Agreement" between Employer, as Company,
and Employee, as Executive, effective as of December 2, 2008. This Severance
Agreement shall be effective as of date it has been fully executed by both
Employer and Employee.
AGREEMENT
1. Employee's employment was [or shall be] terminated on ___________________ ,
pursuant to Section(s) ______________ of the Employment Agreement. Unless
otherwise provided in a writing, executed by both Employer and Employee,
Employee shall not be required to, and shall not, render any services after the
termination of employment ("Termination") and, further, shall not be authorized
to represent the Employer in any capacity or for any purpose.
2. In consideration for Employee's releases and conditioned upon Employee's
execution and delivery of this Severance Agreement to Employer within the time
required, below, Employer shall pay and provide the below described compensation
and benefits ("Severance Package").
3. TERMINATION UNDER EMPLOYMENT AGREEMENT SECTION 6.2 ("BY EXECUTIVE `FOR
CAUSE'").
3.1 If Employee justifiably terminates his employment "for cause,"
under Employment Agreement Section 6.2, commencing after the effective date of
termination, Employer shall pay and provide to Employee all salary (after
deduction of required withholdings), health and dental insurance to which
Employee otherwise would be entitled under the Employment Agreement, for a
period of twelve (12) months, as more particularly described in, and subject to,
the terms of this Severance Agreement.
3.2 Employee 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 (related to his
employment or otherwise), after the effective date of termination, except as
specifically described in Section 3.1 above.
3.3 Employer shall pay and deliver to Employee 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
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the effective date of termination, IRRESPECTIVE OF WHETHER THIS SEVERANCE
AGREEMENT IS EXECUTED.
3.4 Employer's obligations under this Severance Agreement are
conditioned on, and shall not commence until, the occurrence of each of the
following (i) Employee's timely execution and delivery of the Severance
Agreement to Employer, within fifty-three (53) days after Employee gives
Employer written notice of the effective date of termination and the reason(s)
therefore and, and (ii) the expiration of seven (7) days, after delivery of the
executed Severance Agreement, without Employee having revoked his acceptance of
the Severance Agreement. In no event, however, shall Employer have any
obligation to provide compensation and benefits under the Severance Agreement
(aa) while Employer is still paying compensation and providing benefits under
the terms of the Employment Agreement, or (bb) until after the effective date of
Employee's termination.
3.5 Any extension of the time for Employee's execution and delivery of
this Severance Agreement must be in writing and executed by Employer; otherwise,
no extension shall be permitted or shall be enforceable.
4. TERMINATION UNDER EMPLOYMENT AGREEMENT SECTION 6.3 ("BY COMPANY `WITHOUT
CAUSE'").
4.1 If Employer terminates Employee "without cause" under Employment
Agreement Section 6.3, commencing after the effective date of termination,
Employer shall pay and provide to Employee all salary (after deduction of
required withholdings), health and dental insurance to which Employee otherwise
would be entitled under the Employment Agreement, for a period of twelve (12)
months, as more particularly described in, and subject to, the terms of this
Severance Agreement.
4.2 Employee 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 (related to his
employment or otherwise), after the effective date of termination, except as
specifically described in Section 4.1 above.
4.3 Employer shall pay and deliver to Employee all accrued salary,
accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits,
and vested stock options, through and on the effective date of termination,
IRRESPECTIVE OF WHETHER THIS SEVERANCE AGREEMENT IS EXECUTED.
4.4 Employer's obligations under this Severance Agreement are
conditioned on, and shall not commence until, the occurrence of each of the
following (i) Employee's timely execution and delivery of the Severance
Agreement to Employer, within fifty-three (53) days after Employee gives
Employer written notice of the effective date of termination and the reason(s)
therefore and, and (ii) the expiration of seven (7) days, after delivery of the
executed Severance Agreement, without Employee having revoked his acceptance of
the Severance Agreement. In no event, however, shall Employer have any
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obligation to provide compensation and benefits under the Severance Agreement
(aa) while Employer is still paying compensation and providing benefits under
the terms of the Employment Agreement, or (bb) until after the effective date of
Employee's termination.
4.5 Any extension of the time for Employee's execution and delivery of
this Severance Agreement must be in writing and executed by Employer; otherwise,
no extension shall be permitted or shall be enforceable.
5. TERMINATION UNDER SECTION 6.5 ("DEATH OR DISABILITY").
5.1 If Employee's employment is terminated on account of his death or
disability, under Section 6.5 of the Employment Agreement, Employer shall pay
and provide to Employee or, if incompetent or deceased, his representative,
attorney in fact, conservator, surviving spouse, heir(s), representative, trust
or estate, as appropriate (hereinafter, "Employee"), all salary (after deduction
of required withholdings), health and dental insurance (if alive) to which
Employee otherwise would be entitled under the Employment Agreement, for a
period of twelve (12) months, as more particularly described in, and subject to,
the terms of this Severance Agreement.
5.2 Employee 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 "5.1," immediately above.
5.3 Employer shall pay and deliver to Employee (or his 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 on the effective date of termination, IRRESPECTIVE OF WHETHER THIS
SEVERANCE AGREEMENT IS EXECUTED.
5.4 Employer's obligations under this Severance Agreement are
conditioned on, and shall not commence until, the occurrence of each of the
following: (i) Employee's timely execution and delivery of the Severance
Agreement to Employer, within fifty-three (53) days after Employer gives
Employee 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 Employee having revoked his acceptance of the Severance
Agreement. In no event, however, shall Employer have any obligation to provide
compensation and benefits under the Severance Agreement (aa) while Employer is
still paying compensation and providing benefits under the terms of the Amended
Employment Agreement, or (bb) until after the effective date of Employee's
termination.
5.5 Any extension of the time for Employee's execution and delivery of
this Severance Agreement must be in writing and executed by Employer; otherwise,
no extension shall be permitted or shall be enforceable.
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6. MUTUAL RELEASES.
6.1 Employee releases Employer, and Employer releases Employee, from
any and all known and unknown claims of any nature, including (without
limitation) any claims arising from or otherwise related to Employee's
employment by Employer, including (without limitation) any employment agreement
of any kind whatsoever, or any amendment thereto.
6.2 Employee's release of "Employer" means Employee waives, releases
and forever discharges Employer and each of its current and former affiliates,
subsidiaries, parents, divisions, successors, predecessors and assigns, as well
as each of their respective past and present agents, directors, officers,
shareholders, partners, insurers, representatives, consultants, attorneys and
employees (collectively referred to as "Employer Releasees"), and each of them,
from any and all claims of any kind or nature, whether known or unknown or
suspected or unsuspected, which Employee now owns or holds, or has at any time
before the date he signs this Severance Agreement, owned or held against
Employer and the Employer Releasees, and each of them.
6.3 The phrase "any and all known and unknown claims" as used in this
Severance Agreement includes, but is not limited to, all claims, demands, causes
of action, complaints, or actions of any kind, whether known or unknown,
anticipated or unanticipated, suspected or unsuspected, past or present,
contingent or fixed including which either Employee or Employer may have. "[A]ny
and all known and unknown claims", includes (but is not limited to): (i) any and
all claims based on tort or contract; (ii) any and all claims arising under
federal, state or local law or statute, including, but not limited to any and
all claims arising under Title VII of the Civil Rights Act of 1975, as amended,
42 U.S.C. ss.2000e, et seq., the Americans with Disabilities Act, 42 U.S.C.
ss.12101, et seq., the Family and Medical Leave Act of 1993, 29 U.S.C., ss.
2601, et seq., the California Family Rights Act, Cal. Gov't Code ss. 12945.2,
the California Fair Employment and Housing Act, Cal. Govt Code ss.12900, et
seq., and any other federal, state or local fair employment practice or civil
rights law, ordinance or executive order; and (iii) any and all claims arising
out of, related to or connected with the employment of Employee by Employer, the
terms and conditions and/or separation of that employment, and any employment
practice, policy or decision of, or omission or action taken by, the Employee or
Employer, and each of them, including, but not limited to, any claims for
wrongful discharge, misrepresentation, defamation, fraud, fraudulent inducement
or emotional distress.
6.4 Employer and Employee understand that each of their releases
includes all claims of every nature and kind whatsoever, known or unknown,
suspected or unsuspected, including, without limitation, any and all claims or
obligations arising from or related in any way to any initiated action of any
kind. All rights under Section 1542 of the Civil Code of California, or under
any other state statute or case law which is substantially similar to Section
1542 in language or effect, are hereby expressly waived. Section 1542 provides
as follows:
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"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
Employer and Employee understand that facts different from, or in
addition to, those which are now known or believed to be true with
respect presently asserted or any other possible claims may be
discovered at a later date, but agrees that the releases contained
herein shall be and remain effective in all respects notwithstanding
such different or additional facts or the discovery thereof.
6.5 Employee specifically, voluntarily, and knowingly waives any claims
or causes of action he may have under the Age Discrimination in Employment Act
("ADEA") and pursuant to the Older Workers Benefit Protection Act ("OWBPA"). In
this regard, Employee specifically acknowledges the following:
(i) Employee is aware of his right to consult with, and
specifically has been given the opportunity to and
has been advised to consult with Employee's own
independent counsel regarding his rights under both
of these Acts, as well as this entire Severance
Agreement, prior to signing this Severance Agreement.
(ii) Employee has the right to, and was given, twenty-one
(21) days within which to consider the provisions of
this Severance Agreement if ADEA and OWBPA are
applicable, although Employee may sign and return it
sooner. Employee has decided to voluntarily execute
the Severance Agreement now and, therefore, waives
this right.
(iii) Employee understands he has the right to revoke this
Severance Agreement for a period of seven (7) days
after its execution. Accordingly, this Severance
Agreement shall not become effective or enforceable
until the eighth day following Employee's execution
of this Severance Agreement.
(iv) Employee represents he has been given the opportunity
to and has, in fact, read this entire Severance
Agreement, that it is in plain language, and that
Employee has had all questions (if any) regarding its
meaning answered to Employee's satisfaction.
(v) Employee fully understands the terms, contents and
effects of this Severance Agreement and understands
that it is a FULL RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS (if any) against Employer and any and all
Employer Releasees, including all rights under the
ADEA and OWPA. The releases contained herein are not
a waiver of claims that may arise after the date of
this Severance Agreement;
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(vi) Employee represents he has enters into this Severance
Agreement knowingly and voluntarily in exchange for
the promises contained herein and, except as stated
herein, no other representations have been made to
Employee to induce or influence Employee's execution
of this Severance Agreement.
7. FUTURE COOPERATION. As additional consideration for the compensation
and benefits described in this Severance Agreement, notwithstanding his
termination, Employee agrees as follows:
7.1 Employee shall cooperate with the Employer and use his best efforts
in responding to all reasonable requests by the Employer for assistance and
advice relating to matters and procedures in which Employee was involved or
which Employee managed or was responsible for while employed by Employer.
7.2 Employee also shall cooperate in the Employer's defense or
prosecution of any claim or other action which arises, whether civil, criminal,
administrative or investigative, in which Employee's participation is required
in the best judgment of the Employer by reason of his former employment with
Employer. Upon Employer's request, Employee 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.
8. NON-DISPARAGEMENT. As additional consideration for the compensation
and benefits described in this Severance Agreement, notwithstanding his
termination, Employee shall not make derogatory nor disparaging statements about
Employer or any other affiliate companies and their employees, officers and
directors. Employee shall not induce or incite claims of discrimination,
wrongful discharge, sexual or other forms of harassment, breach of contract,
tortious acts, or any other claims of any type whatsoever against Employer by
any other person or employee, relating to such individual's employment or
business dealings with Employer.
9. CONFIDENTIALITY; RETURN OF MATERIALS.
9.1 During employment and after termination of his employment, Employee
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
Employee hereunder) or (ii) use or otherwise appropriate for Employee's own or
any third party's benefit any "confidential information" (the "Confidential
Information"). Confidential Information shall be defined to include (without
limitation) information made available to, obtained by or developed by Employee
during the course of his employment relating or pertaining to Employer's trade
secrets, financial information, technical information and/or business plans and
strategies. Employee shall use his best efforts, and cooperate with the
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Employer, to maintain the secrecy of and limit the use of such Confidential
Information.
9.2 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 Employer, which Employee shall prepare, use, construct, observe,
possess or control ("Employer Materials") shall be and remain the sole property
of the Employer. Employee shall deliver promptly to the Employer all such
Employer Materials and other Employer Property (E.G. tangible property, credit
cards, entry cards, pagers, identification badges, cellular phones, and keys)
upon termination of his employment.
10. BINDING ARBITRATION.
10.1 Any controversy between Employer and Employee involving the
construction or application of any of the terms, provisions or conditions of the
Severance Agreement shall be submitted to binding arbitration if either Employer
of Employee sends, via certified mail, return receipt requested, a written
demand for binding arbitration to the other party. This Section "10" shall
include any claim by Employee of employment discrimination under federal or
state law. Employer and Employee shall both be deemed to have waived the right
to litigate the claim in any federal or state court if either party tenders a
written request for arbitration of any such claim(s).
10.2 Prior to commencement of, and as a condition of, any arbitration,
the Employer and Employee 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 Sub-section "10.5," below. Employer and Employee agree that
mediation shall not exceed one (1) day in duration.
10.3 The 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.
10.4Any 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 this Severance 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 contrary to
law.
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10.5. 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 Sub-section "10.5."
10.6 The Arbitrator shall have exclusive jurisdiction over all legal
and equitable claims, issues and remedies, making all types of relief available
in a judicial proceeding available to Employer or Employee in the arbitration.
Employer or Employee 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.
10.7 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.
10.8 Employer 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.
10.9 The rights and obligations of Employee and Employer set forth in
this Section "10" shall survive the termination or other expiration of this
Severance Agreement
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MISCELLANEOUS PROVISIONS
11. NOTICES. Any notices required or permitted to be sent under this
Severance 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; or (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 written notice to Employer and/or
Employee:
IF TO EMPLOYER:
Scott Schoeffel, General Counsel
Integrated Healthcare Holdings, Inc.
1301 North Tustin Ave.
Santa Ana, CA 92705
IF TO EMPLOYEE:
Kenneth K. Westbrook
30932 Hunt Club Drive
San Juan Capistrano, California 92675
12. CAPTIONS. The captions of the paragraphs of this Severance Agreement
are solely for the convenience of the undersigned, are not a part of this
Severance Agreement, and shall not be used for the interpretation of any
provision of this Severance Agreement.
13. ATTORNEYS' FEES. In the event of a dispute relating to this Severance
Agreement, each party shall pay their own legal fees and costs.
14. SEVERABLE PROVISIONS. The provisions of this Severance 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.
15. NON-WAIVER. The failure of either party to insist on strict compliance
with any of the terms and conditions of this Severance 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.
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16. ENTIRE AGREEMENT. This Severance Agreement is the full and complete
agreement, and there are no other agreements between Employer and Employee
regarding any of the obligations contained herein. This Severance Agreement can
only be modified by a writing signed by both Employer and Employee.
17. APPLICABLE LAW; VENUE. This Severance Agreement is entered into and is
to be performed in Orange County, California. This Severance Agreement shall be
governed by the laws of the State of California. Employer and Employee 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 Employer would not have executed this Severance Agreement.
18. PHOTOCOPIES AND COUNTERPARTS. This Severance 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.
19. AUTHORITY. Any person or entity purporting to have the authority to
enter into this Severance Agreement on behalf of or for the benefit of any other
person or entity hereby warrants that it has such authority.
20. INTERPRETATION OF SEVERANCE AGREEMENT. In determining the meaning of,
or resolving any ambiguity with respect to, any word, phrase or provision of
this Severance Agreement, this Severance Agreement shall be construed with the
understanding both Employer and Employee were responsible for, and participated
in, its preparation. Section 1654 of the Civil Code shall not apply.
21. SUCCESSORS AND ASSIGNS. The provisions of this Severance Agreement
shall inure to the benefit of and be binding upon Employer and/or Employee's
successors and assigns.
22. NO ADMISSION OF LIABILITY. Nothing contained in this Severance
Agreement shall be construed as an admission by any party of any liability of
any kind to any other party or any other person.
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23. INDEMNITY RE: ASSIGNMENT OF CLAIMS. Employee and Employer represent
that they have not assigned, or transferred, or purported to assign or transfer
to any person, firm, or corporation any of the claims released hereunder.
Employee and Employer agree to indemnify and hold each other party harmless
against any claim, demand, debt, obligation, liability, cost, expense, right of
action, or cause of action based on arising out of, or in connection with, any
such transfer or assignment or purported transfer or assignment.
24. SEPARATE COUNSEL ENCOURAGED. Employee represents that has been advised
to review this Severance Agreement with his own attorney before executing this
Severance Agreement.
25. TERMINATION OF SEVERANCE PACKAGE. Employer's obligation to pay Employee
the benefits and compensation associated with this Severance Agreement shall
terminate on the day Employee becomes employed with, enters into an independent
contractor services agreement with, or otherwise becomes affiliated with, any
entity that is a "competitor" of Employer. For purposes of this Section "6.6,"
the term "competitor" shall mean any acute care hospital or system of acute care
hospitals that operate, in whole or in part, in Orange County, California.
EACH OF THE UNDERSIGNED PARTIES ACKNOWLEDGE BY THEIR SIGNATURE BELOW THAT EACH
HAS CAREFULLY READ, UNDERSTANDS AND AGREES TO EVERY PROVISION OF THIS SEVERANCE
AGREEMENT.
AGREED AND EXECUTED ON __________, 2008.
By:
------------------------------------
Kenneth K. Westbrook, Employee
INTEGRATED HEALTHCARE HOLDINGS, INC.
AGREED AND EXECUTED ON___________,2008.
By: _____________________________
Company
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