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Exhibit 10(m)
EMPLOYMENT AGREEMENT
This agreement is made effective as of January 15, 1998, at Columbus,
Ohio, between Health Power Management Corporation, an Ohio corporation (the
"Company"), and Xxxxxxx X. Master, D.O. (the "Employee"), who hereby agrees
as follows:
Section 1. Employment as President. The Company hereby employs the
Employee as the President of the Company upon the terms and subject to the
conditions set forth in this agreement. The terms and conditions of this
agreement shall be in addition to, and separate and apart from, the terms and
conditions set forth in the Employment Agreement dated as of May 1, 1997,
between the Company and the Employee regarding the Company's employment of the
Employee as its Chairman of the Board and Chief Executive Officer.
Section 2. Term of Employment. The term of the Employee's employment
under this agreement shall begin as of the date of this agreement and shall
terminate, unless sooner terminated in accordance with the provisions of Section
8, on April 30, 1999. Upon agreement of the Company and the Employee, the term
of the Employee's employment under this agreement may be renewed for successive
one-year periods, commencing on the termination date of the immediately
preceding term and terminating, unless sooner terminated in accordance with the
provisions of Section 8, on the first anniversary thereof.
Section 3. Services. The Employee shall act as the President of the
Company and, as such, shall perform such services as may be reasonably assigned
to him from time to time by the Board of Directors of the Company. The Employee
shall devote such time and attention as may be reasonably necessary to carry out
the responsibilities set forth in this agreement. The Employee shall devote his
best efforts to the performance of his duties under this agreement.
Section 4. Responsibilities. The Employee shall be responsible for the
day-to-day supervision and administration of the Company's business pursuant to
policies and operating programs, budgets, procedures, and directions established
or changed from time to time by the Board of Directors of the Company, including
without limitation coordination and supervision of the accounting and financial
operations of the Company; maintenance of the land, building, fixtures,
equipment, inventory, and other property of the Company; hiring, training,
supervision, and discharging employees; coordination and supervision of
advertising, promotion, and other marketing programs; maintenance of customer
relations; maintenance of quality assurance and other medical standards; and all
other activities relating to the management and day-to-day operations of the
Company's busineSection The Employee shall report to, and consult with, the
Board of Directors of the Company, from time to time, on all matters relating to
the business policies, financial planning and major decisions of and for the
Company.
Section 5. Authority. The Employee shall have the authority on behalf
of the Company to manage and conduct the day-to-day operations of the Company in
the ordinary course of its busineSection
Section 6. Compensation. The Employee shall receive the following
compensation:
(a) A base salary of $120,000 per annum or, if the term of the
Employee's employment is renewed, such other amount as may be approved
by the Company's Compensation Committee from time to time, payable in
accordance with the Company's
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general policies for payment of compensation to its salaried personnel;
provided if the Employee's employment is terminated pursuant to the
provisions of Section 8, the base salary shall cease as of the day of
termination;
(b) A cash bonus, the amount of which shall be determined
under, and paid pursuant to, the Profit Sharing Plan maintained for the
benefit of the employees of Health Power, Inc., a Delaware corporation
("Health Power") and its subsidiaries (Health Power and its
subsidiaries, including the Company, are hereinafter collectively
referred to as the "Health Power Companies"). As a condition to
receiving such cash bonus, the Employee must be an employee of the
Company at the time of the distribution.
Section 7. Stock Options. As soon as practical after the execution of
this agreement, the Employee shall be granted Discretionary Vesting Options (the
"Options") under Health Power's 1994 Executive Performance Stock Option Plan, as
amended (the "Plan"), to purchase up to 20,000 shares of common stock, $0.01 par
value (the "Shares"), of Health Power. The grant of the Options shall be subject
to approval by the Plan's Stock Option Committee (the "Committee"). The Options
will be at an exercise price equal to the fair market value of the Shares as of
the approval date of such grant. The Options shall be subject to accelerated
vesting in accordance with the achievement of performance goals to be
established in writing between the Company and the Employee.
Section 8. Termination of Employment. The Employee's employment under
this agreement may be terminated:
(a) By the Employee with or without cause upon giving 90 days
advance written notice to the Company, provided that the Employee shall
continue to perform all duties under this agreement until the earlier
of:
(i) The expiration date of such 90-day period; or
(ii) Any earlier date which may be specified by the
Company.
(b) By the Company upon the occurrence of any one of the
following events or any time thereafter:
(i) The Employee fails to fully perform and observe
all obligations and conditions to be performed and observed by
the Employee under this agreement, or under any other
agreement between the Employee and the Company, and fails to
correct such problem within ten days after notice by the Board
of Directors to do so or, if it is impossible to correct such
problem within such ten days, fails to commence the action
necessary to correct such problem and continues diligently to
pursue such action until the correction is complete; or
(ii) The Employee is under a long-term disability.
For purposes of this agreement, the term "long-term
disability" shall have the same meaning as long-term
disability or other similar term used in any long-term or
permanent disability policy provided by the Company and
covering the Employee. In the event there is no long-term or
permanent disability policy in effect covering the Employee,
the term "long-term disability" shall mean that because of
physical or mental incapacity, the Employee has not performed
his duties under this agreement for 60 days or longer and it
is probable, in the opinion of a licensed physician selected
by the Company, that the Employee will not be able to engage
actively in his employment by the Company for an additional
period of 90 days or longer.
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Section 9. Employee's Capacity. The Employee represents and warrants to
the Company that he has the capacity and right to enter into this agreement and
perform all his duties under this agreement without any restriction whatsoever
by any other agreement, document, or otherwise.
Section 10. Complete Agreement. This document contains the entire
agreement between the parties and supersedes any prior discussions,
negotiations, representations, or agreements between them relating to the
employment of the Employee. No additions or other changes to this agreement
shall be made or be binding on either party unless made in writing and signed by
each party to this agreement.
Section 11. Notices. Any notice or other communication required or
desired to be given to any party under this agreement shall be in writing and
shall be deemed given:
(a) In the case of the Employee, when delivered personally to
the Employee or when deposited in the United States mail, first-class
postage prepaid, addressed to the Employee at 000 Xxxxxx Xxxxx,
Xxxxxxxxxxx, Xxxx 00000, or at any other address thereafter designated
by the Employee in notice theretofore given to the Company; and
(b) In the case of the Company, when deposited in the United
States mail, first-class postage prepaid, addressed to the Company at
000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, or at any other address
thereafter designated by the Company in notice theretofore given to the
Employee.
Section 12. Governing Law. All questions concerning the validity,
intention, or meaning of this agreement or relating to the rights and
obligations of the parties with respect to performance hereunder shall be
construed and resolved under the laws of Ohio.
Section 13. Severability. The intention of the parties to this
agreement is to comply fully with all laws and public policies, and this
agreement shall be construed consistently with all laws and public policies to
the extent possible. If and to the extent that any court of competent
jurisdiction is unable to so construe part or all of any provision of this
agreement, and holds part or all of that provision to be invalid, such
invalidity shall not affect the validity of the balance of that provision or the
remaining provisions of this agreement, which shall remain in full force and
effect.
Section 14. Nonwaiver. No failure by any party to insist upon strict
compliance with any term of this agreement, to exercise any option, enforce any
right, or seek any remedy upon any default of any other party shall affect, or
constitute a waiver of, the first party's right to insist upon such strict
compliance, exercise that option, enforce that right, or seek that remedy with
respect to that default or any prior, contemporaneous, or subsequent default;
nor shall any custom or practice of the parties at variance with any provision
of this agreement affect, or constitute a waiver of, any party's right to demand
strict compliance with all provisions of this agreement.
Section 15. Captions. The captions of the various sections of this
agreement are not part of the context of this agreement, but are only labels to
assist in locating those sections, and shall be ignored in construing this
agreement.
Section 16. Successors. This agreement shall be binding upon, inure to
the benefit of, and be enforceable by and against the respective heirs, legal
representatives, successors, and assigns of each party to this agreement,
provided that neither party may assign any of its rights or obligations under
this agreement without the prior written consent of the other party.
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HEALTH POWER MANAGEMENT
CORPORATION
___________________________________ By__________________________________
XXXXXXX X. MASTER, D.O. Xxxx X. Xxxxxxx, Executive
Vice President
