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EXHIBIT 10.13
STATE OF GEORGIA )
)
FULTON COUNTY )
RETAINER AGREEMENT
THIS RETAINER AGREEMENT ("Agreement") is made and entered into as of
the 1st day of July, 2001, by and between WILLIAM T. CARLSON, Jr.
("Carlson"), and MQ ASSOCIATES, INC., a Delaware corporation, with its
principal offices in Alpharetta, Georgia ("Company").
RECITALS
1. Carlson is a licensed attorney, specializing in the field of health
care law.
2. Company is a corporation engaged in the business of owning and
operating diagnostic imaging centers throughout the United States.
3. The parties desire to enter into this Agreement in order that Carlson
might provide certain legal and consulting services to Company in
furtherance of Company's business objectives and to better ensure the
success of the business.
NOW, THEREFORE, premises considered, the parties agree as follows:
AGREEMENT
1. ENGAGEMENT. Company hereby retains Carlson, as its attorney and
general legal counsel, and Carlson hereby agrees to represent Company
as its attorney.
2. LEGAL SERVICES TO BE PERFORMED. Carlson will perform legal services as
general counsel for the Company. Carlson will be present and available to
perform such services at Company's offices in Alpharetta, Georgia an
average of four days per week. In addition, Carlson shall devote such time
as is reasonably necessary to deal with the Company's legal affairs when
he is not present at the Company's offices.
3. FEES. For the professional services rendered by Carlson, Company
agrees to pay to Carlson the sum of Thirty Thousand Dollars ($30,000.00)
per month, payable on the last day of each calendar month for services
rendered during the preceding month.
4. EXPENSES. In addition to fees paid to Carlson, as provided, Company
also agrees to reimburse all expenses properly incurred by Carlson in
the course of this representation. Expenses will include, but are not
limited to, items such as filing fees, travel, lodging, meals,
telephone calls, photocopying, facsimiles and courier services. Major
out-of-pocket
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expenses (cost of consultants, experts, or outside counsel engaged on
behalf of Company) may, in the alternative, be billed directly and
forwarded to Company for payment.
5. EXTRAORDINARY SERVICES. From time to time during the term of this
Agreement, Company intends to engage Carlson to perform extraordinary
services, such as representing the Company in acquisitions and other
transactions. In the event that Company engages Carlson to perform
such services, it shall pay Carlson an additional fee equal to one
percent (1%) of the transaction's value if said transaction is
$5,000,000 or less, three-quarters percent (3/4%) of the transaction's
value if said transaction is $5,000,001-10,000,000, and one-half
percent (1/2%) of the transaction's value if said transaction is
greater than $10,000,000.
6. TERM AND TERMINATION.
A. TERM. The term of this Agreement shall always be two years and
renew daily.
B. TERMINATION. Company shall have the right to terminate this
Agreement and Carlson's legal representation of the Company upon
90 days' prior written notice unless there is a Change of
Control. Company shall be obligated to pay for all services and
expenses rendered or incurred prior to the effective date of
termination. For purposes of this Agreement, the effective date
of termination shall be the day following conclusion of the
90-day notice period.
7. CHANGE OF CONTROL.
A. RIGHT TO SEVERANCE BENEFITS. Carlson shall be entitled to
receive severance benefits from Company, as described below,
if there is a Change in Control of Company during the term of
this Agreement and Company's successor wishes to terminate this
Agreement.
B. DESCRIPTION OF SEVERANCE BENEFITS. In the event that Carlson
becomes entitled to receive severance benefits as provided
herein, Carlson shall be retained as Attorney of Record to
Company for 12 months in anticipation of transitioning to other
legal counsel ("Transition Period") and Carlson shall be entitled
to his regular monthly retainer payment ($30,000) for each of the
12 months during the Transition Period and the payment of any
costs and expenses incurred by Carlson during the Transition
Period. Within 30 days of the conclusion of the Transition
Period, Company shall pay to Carlson a lump sum payment equal to
the product of Carlson's monthly retainer fee times 12 months
($360,000).
C. CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred as of the first day that any one or more of the
following have occurred:
i. any person other than those persons in control of Company
as of the effective date of this Agreement shall become the
beneficial owner,
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directly or indirectly, of securities of Company representing
50 percent or more of the combined voting power of Company's
then outstanding securities; or
ii. the persons constituting the Board of Directors of Company on
the effective date of this Agreement shall cease for any
reason to constitute at least 50 percent of the Board of
Directors of the Company; or
iii. the stockholders of Company shall approve a plan of complete
liquidation or an agreement for the sale or disposition of all
or substantially all of Company's assets, or a merger,
consolidation or reorganization of Company with or involving
any other entity, other than one that would result in the
voting securities of Company outstanding immediately prior
thereto continuing to represent 50.1 percent of the combined
voting power of the securities of Company or the surviving
entity.
8. MISCELLANEOUS.
A. HIPAA COMPLIANCE. To the extent required by and upon the compliance
date of the Privacy Regulations promulgated by the United States
Department of Health and Human Services and contained in 45 C.F.R.
Parts 160 and 164 pursuant to the Health Insurance Portability and
Accountability Act of 1996, 42 U.S.C. Sections 1320d-1329d-8 (the
"Regulations"), the Parties shall enter into a mutually acceptable
Business Associate (as that term is defined in the Regulations)
Agreement whereby Carlson shall agree to only use and/or disclose
protected health information in accordance with Business Associate
provisions of the Regulations.
B. ACCESS TO BOOKS AND RECORDS. Upon written request of the Secretary
of Health and Human Services or the Comptroller General or any of
their duly authorized representatives, upon either party, the other
party will make available those contracts, books, documents, and
records necessary to verify the nature and extent of the costs of
providing services under this Agreement. Such inspection shall be
available up to four years after the rendering of such services. If
either party carries out any of the duties of this Agreement through
a subcontract with value of $10,000 or more over a 12-month period
with a related individual or organization, that party agrees to
include this requirement in any such subcontract. This section is
included pursuant to and is governed by the requirements of Public
Law 96-499, Sec. 952 [Sec. 1861(v)(1) of the Social Security Act]
and the regulations promulgated thereunder. No attorney-client or
other legal privilege will be deemed to have been waived by Company
or by Carlson by virtue of this provision.
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C. AMENDMENT. This Agreement may be amended or modified by an
instrument in writing executed by all parties.
D. BENEFITS. This agreement shall inure to the benefit of and be
binding upon the parties, their heirs, legal representatives,
successors and assigns.
E. ATTORNEYS' FEES. In the event of any litigation arising out of this
Agreement, the court may award to the prevailing party all
reasonable costs and expenses, including reasonable attorneys' fees.
F. GOVERNING LAW. The laws of the State of Georgia shall govern this
Agreement, the construction of its terms and the interpretation of
the rights and duties of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
WILLIAM T. CARLSON, JR.
/s/ William T. Carlson, Jr.
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MQ ASSOCIATES, INC.
By: /s/ Illegible
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Its: President
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