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EXHIBIT 10.8
AGREEMENT
THIS AGREEMENT ("Agreement") dated effective as of March 20, 1998, by and
among SPECIALTY CARE NETWORK, INC. a Delaware corporation ("SCN"), and XXXXXX
X. XXXXXXXX, M.D. ("Xxxxxxxx"), a resident of the State of Maryland. SCN and
Xxxxxxxx are referred to herein in the singular as a "Party" and collectively
as the "Parties."
W I T N E S S E T H:
WHEREAS, SCN believes it to be in its best interest to have a member of
the SCN Board of Directors (the "Board") serve as a physician liaison (the
"Physician Liaison") between SCN and the physicians and medical practices
affiliated with SCN through Service Agreements ("SCN Affiliates");
WHEREAS, Xxxxxxxx currently serves on the Board;
WHEREAS, SCN desires to engage Xxxxxxxx to serve as the Physician Liaison;
WHEREAS, Xxxxxxxx desires to accept such position;
WHEREAS, SCN and Xxxxxxxx are parties to that certain Service Agreement by
and among SCN, Greater Chesapeake Orthopaedic Associates, L.L.C. ("GCOA") and
the Physician Owners (as defined therein) of GCOA, dated as November 12, 1996
(the "Service Agreement");
WHEREAS, in consideration for Xxxxxxxx serving as the Physician Liaison SCN
agrees to modify certain of Xxxxxxxx Obligations under the Service Agreement;
WHEREAS, in consideration for Xxxxxxxx serving as the Physician Liaison
SCN shall grant certain options to acquire SCN common stock; and
WHEREAS, the Parties desire to set forth their agreement in writing.
NOW, THEREFORE, for and in consideration of the premises above, the mutual
covenants and agreements herein set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is agreed by the Parties as follows:
ARTICLE I
DEFINITIONS
I.1 Unless otherwise defined herein, any capitalized term contained
in this Agreement shall have the meaning as defined in the Service Agreement.
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ARTICLE II
AGREEMENT OF THE PARTIES
II.1 Appointment. SCN hereby appoints Xxxxxxxx as the Physician
Liaison and Xxxxxxxx hereby accepts such appointment by SCN effective March 1,
1998 ("the Effective Date") upon and subject to the terms and conditions more
specifically set forth herein.
II.2 Duties of Xxxxxxxx. Xxxxxxxx' duties shall include, but shall
not be limited to, (i) fostering goodwill and good relations between SCN and
the SCN Affiliates, (ii) serving as a primary Board contact for such SCN
Affiliates, (iii) providing the Board with periodic reports on the foregoing,
and (iv) any other such duties and responsibilities as are reasonably from time
to time by the Parties. Xxxxxxxx shall devote his attention to the duties
herein described for approximately fifteen (15) hours per week.
II.3 Compensation. In consideration of Xxxxxxxx' performance of his
duties under this Agreement, SCN shall compensate Xxxxxxxx as follows:
(a) SCN shall grant to Xxxxxxxx the option to purchase 45,000
shares of $.001 par value SCN common stock (the "Options") at the price
determined by the Compensation Committee of the Board (the "Compensation
Committee") at its March, 1998 meeting ($_____ per share). The terms and
conditions of the Options, including those relating to vesting and
exercisability, shall be determined by the Compensation Committee.
(b) SCN shall adjust the amounts owed by GCOA to SCN as a Base
Service Fee under the Service Agreement by subtracting from the Base Service Fee
the amount of the Base Service Fee allocable to Xxxxxxxx for any given month. As
of the Effective Date of this Agreement, the Base Service Agreement applicable
to Xxxxxxxx is equal to thirty-two percent (32%) of Practice Net Revenue
associated with Xxxxxxxx' individual practice. In addition, Xxxxxxxx shall be
under no obligation to make up any deficit to SCN in the vent that thirty-two
percent (32%) of the Practice Net Revenue produced by Xxxxxxxx is less than
Xxxxxxxx' allocable share of the Base Service Fee as originally set forth in the
Service Agreement. The Parties acknowledge and agree that all allocations
required under this SECTION 2.3(b) shall be made on a basis consistent with the
allocation principles applied by GCOA in entering into the Service Agreement.
ARTICLE III
TERM AND TERMINATION
III.1 Term; Extension. The term of this Agreement will commence as of
June 5, 1998, and shall terminate on November 30, 1999 (the "Initial Term").
Following the Initial Term, this Agreement shall automatically renew for
additional one year periods, unless either Party gives notice to the other of
such party's intention not to extend the term of this Agreement no later than
sixty (60) days prior to the anniversary date on which such extension will
occur.
III.2 Termination without Cause. After the Initial Term of this
Agreement, and provided the term of this Agreement has been extended pursuant
to SECTION 2.4, either Party may terminate this Agreement without cause upon
ninety (90) day's written notice to the other Party.
ARTICLE IV
GENERAL PROVISIONS
IV.1 Modification. This Agreement shall not be modified or amended
except by a written document executed by both Parties to this Agreement.
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IV.2 Notices. All notices required or permitted by this Agreement
shall be in writing and shall be deemed to have been given (i) when received if
given in person, (ii) on the date of acknowledgement of receipt if sent by
telex, facsimile or other wire transmission, (iii) one business day after being
sent by overnight delivery service, or (iv) three days after being deposited in
the United States mail, certified or registered mail, postage prepaid,
addressed as follows:
To SCN: Specialty Care Network, Inc.
00 Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
With copy to: Baker, Donelson, Bearman & Xxxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
To Xxxxxxxx: Greater Chesapeake Orthopaedic Associates, L.L.C.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, M.D.
With a copy to: Michener, Larimore, Swindle, Whitaker, Flowers, Xxxxxx
Xxxxxxxx & Chalk, L.L.P.
000 Xxxxxxxx Xxxxxx
0000 Xxxx Xxxxx XX
Xxxx Xxxxx, Xxxxx 00000-0000
Attention: Xxxx X. Xxxxxxxx, Xx., Esq.
or to such other address as either party shall notify the other.
IV.3 Assignment Binding on Successors. This Agreement shall be
binding upon the Parties hereto and their successors, assigns, heirs and
beneficiaries.
IV.4 Waiver Provisions. Any waiver of any terms and conditions hereof
must be in writing and signed by the Parties hereto. The waiver of any of the
terms and conditions of this Agreement shall not be construed as a waiver of
any other terms and conditions hereof.
IV.5 Governing Law. The validity, interpretation and performance of
this Agreement shall be governed by and construed in accordance with the laws of
the State of Colorado. Each of the Parties consents to the jurisdiction of any
state or federal courts sitting in Denver, Colorado, and any action or
proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each Party also agrees not to bring any action or proceeding arising
out of or relating to this Agreement in any other court. Each of the parties
waives any defense of inconvenient form to the maintenance of any action or
proceeding so brought and waives any bond, surety, or other security that may be
required of any other party with respect thereto.
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IV.6 Severability. The provisions of this Agreement shall be deemed
severable and if any portion shall be held invalid, illegal or unenforceable
for any reason, the remainder of this Agreement shall be effective and binding
upon the Parties.
IV.7 Time Is Of The Essence. Time is hereby expressly declared to be
of the essence in this Agreement.
IV.8 Language Construction. The Parties have participated jointly in
the negotiation drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement.
IV.9 No obligation to Third-Parties. None of the obligations and
duties of SCN or Xxxxxxxx under this Agreement shall in any way or in any
manner be deemed to create any obligation of SCN or of Xxxxxxxx to, or any
rights in, any person not a party to this Agreement.
IV.10 Confidentiality Agreement. The Parties acknowledge and agree
that the terms and conditions of this Agreement include confidential
information. The Parties further agree not to disseminate or release to any
third-party any information regarding any provision of this Agreement without
the other Party's written approval; provided, however, the foregoing shall not
apply if such Party is legally (compelled by subpoena or similar process) to
make any disclosure that is prohibited by this Agreement. Upon the commencement
of any action which would require the disclosure of the terms of this Agreement,
the Party which is being compelled shall give the other Party written notice
that it may seek an appropriate protective order or other remedy.
IV.11 Entire Agreement. This Agreement constitutes the entire
Agreement among the Parties with respect to the matters described herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
SCN: SPECIALTY CARE NETWORK, INC.
By:
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Title:
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XXXXXX X. XXXXXXXX, M.D.
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