EXHIBIT 10.25
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________________________________________
In the Matter of the Arbitration
Between No. 00-000-0000000
XXXXX X. XXXXXXXXXX
- and -
PHYSICIANS RESOURCE GROUP, INC.
________________________________________
COMPROMISE AND SETTLEMENT AGREEMENT
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This Compromise and Settlement Agreement (the "Agreement") is entered into
by and between Movant Xxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx") and Respondent
Physicians Resource Group, Inc. ("PRG"). Xxxxxxxxxx and PRG are sometimes
collectively referred to herein as the "Parties".
WHEREAS, on or about November 24,1998, Xxxxxxxxxx filed a demand for
arbitration with the American Arbitration Association under case no. 70-160-
0039698 (the "Arbitration"), seeking monetary damages alleged to be due and
owing to him pursuant to the Parties' written January 24, 1998 Employment
Agreement (the "Employment Agreement"); and
WHEREAS, Xxxxxxxxxx and PRG deny the respective allegations made in the
Arbitration by the other concerning the Employment Agreement and otherwise; and
WHEREAS, the Parties desire to buy peace and to compromise and settle all
remaining past, present and future claims by and between them which were or
could have been brought in any forum or jurisdiction including in the
Arbitration related to the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants of the Parties and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is
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agreed by and between the Parties as follows:
1. Basis. The foregoing recitals are true and correct and constitute the
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basis for this Agreement.
2. Payment. PRG agrees to pay Xxxxxxxxxx the total sum of FOUR HUNDRED
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TWENTY FIVE THOUSAND ($425,000.00) DOLLARS on the following terms:
a) An initial payment of $200,000.00 shall be paid on or before April 30,
1999, unless the date of execution of this Agreement by Xxxxxxxxxx is
after April 22, 1999, in which case payment shall be made on the
eighth (8th") day after its execution;
b) Thereafter, the principal balance of $225,000.00 shall be paid in nine
(9) equal and consecutive monthly installments as follows:
Amount Due Date
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1. $25,000.00 May 15,1999
2. $25,000.00 June 15, 1999
3. $25,000.00 July 15, 1999
4. $25,000.00 August 15, 1999
5. $25,000.00 September 15, 1999
6. $25,000.00 October 15, 1999
7. $25,000.00 November 15, 1999
8. $25,000.00 December 15, 1999
9. $25,000.00 January 15, 2000
c) All installments not paid when due shall bear interest at the rate of
eighteen (18%) per annum from the respective due date until paid.
d) All payments shall be made payable to Xxxxxxxxxx and shall be remitted
to the following address or any subsequent address of which Xxxxxxxxxx
notifies PRG in writing:
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Xxxxx X. Xxxxxxxxxx
Xxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
e) All installments under this Agreement shall be immediately due and
payable upon (i) the failure of PRG to pay an installment when due and
the failure of PRG to cure such nonpayment within three (3) days of
its receipt or five (5) days after transmittal of written notice from
Xxxxxxxxxx of such nonpayment or (ii) the closing of the sale of
substantially all of the assets of PRG's surgery centers to AmSurg,
Inc. or other strategic partners.
3. Release. Upon the terms, and subject to the conditions of this
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Agreement, Xxxxxxxxxx and PRG, for themselves and their respective current and
former agents, employees, legal representatives, heirs, successors, assigns,
directors, officers, attorneys and all persons, natural or corporate, in privity
with them, expressly RELEASE, ACQUIT and forever DISCHARGE each other and their
respective current and former agents, employees, legal representatives, heirs,
predecessors, successors, assigns, directors, officers, attorneys and all
persons, natural or corporate, in privity with each, from any and all claims,
demands, responsibilities, obligations, liabilities and causes of action of
whatsoever nature, whether statutory (including, without limitation, the Age
Discrimination in Employment Act), in tort, or otherwise, whether known or
unknown, fixed or contingent, which either were brought or could have been
brought in the Arbitration or in any other forum or jurisdiction. Nothing in
this Agreement is intended to or shall release the Parties' obligations under
this Agreement.
4. Employee Acknowledgments. Xxxxxxxxxx acknowledges and agrees as
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follows:
a. He has been given a period of at least twenty-one (2 1) days within
which to consider
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this Agreement;
b. He would not be entitled to receive the settlement payment being
offered to him but for his executing this Agreement to compromise and
settle the disputes between the Parties;
c. He has been advised of his right to consult with an attorney regarding
this Agreement, and has done so; and
d. He may revoke this Agreement at any time within seven (7) days after
the date he signs it by providing written notice of revocation to
Xxxxxxx X. Xxxxx no later than the seventh day after signing it.
5. No Admission of Liability. The Parties understand, acknowledge and
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agree that this Agreement constitutes a compromise of disputed claims and is not
to be construed as an admission of liability on the part of either party.
6. Representation of Ownership of Claims. Each of the Parties represents
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and warrants, which representations and warranties are, in part, consideration
for the execution of this Agreement, the following:
(i) such party owns all and each of the claims, rights, demands and
causes of action which such party is hereby releasing;
(ii) such party has not assigned to any other person or entity all
or any part of the party's claims, rights, demands or causes of
action; and
(iii) such party has the authority to execute this Agreement.
7. Agreement to Execute Necessary Documents. The Parties further agree,
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upon demand, to execute, acknowledge and deliver any and all documents and to do
such other acts and things which are reasonably necessary to accomplish the
purposes of this Agreement.
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8. Amendments. This Agreement may be amended only by an instrument in
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writing, executed by the Parties, and may be supplemented only by documents
delivered in accordance with the express terms hereof.
9. Notices. All notices to the Parties shall be deemed to have been duly
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given if delivered personally, or mailed, postage prepaid, registered or
certified to the following addresses, or at such other addresses as the Parties
may designate in writing from time to time in the future:
If to Xxxxxxxxxx: Xxxxx X. Xxxxxxxxxx
c/o Xxxxxx X. Xxxxxxx, Esq.
Law Offices of Xxxxxx X. Xxxxxxx
000 Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
If to PRG: Physicians Resource Group, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000-0000
With copy to: Xxxxxxx X. Xxxxx, Xxx.
Xxxxxxx Xxxxxx, L.L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
10. Entire Agreement. The Parties acknowledge that they have carefully
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read this Agreement, that this Agreement expresses the entire agreement between
them concerning resolution of the Arbitration, as well as all other current or
potential claims and that each party has executed this Agreement freely and of
its and his own accord. The Parties acknowledge and agree that there are no
verbal or oral agreements between them relating to the settlement covered by
this Agreement. The terms hereof are contractual and not mere recitals.
11. Time of the Essence. Time is of the essence to the performance of the
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terms of this Agreement.
12. Joint Preparation. This Agreement has been prepared by the joint
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efforts of the
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Parties and their counsel and is intended to be interpreted fairly and simply
and not strictly for or against either party. Each party acknowledges that it
has been provided with an opportunity to consult with legal counsel or any other
advisors, that it deems appropriate to the extent desired by such party.
13. Governing Law. This Agreement shall be construed and enforced in
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accordance with the laws of the State of Texas.
14. Venue. Venue for the resolution of any dispute arising from this
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Agreement shall be in any court of competent jurisdiction in Xxxxxx County,
Texas.
15. Severability. If any provision of the Agreement is or may be held by
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a court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless survive and continue in full force and
effect without being impaired or invalidated in any way.
16. Multiple Originals. This instrument is executed in multiple originals.
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17. Own Volition. The Parties further state that each of them has
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carefully read the foregoing Agreement and knows the contents thereof and has
signed the same as their own free act.
18. Binding Effect. This Agreement shall inure to the benefit of and be
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binding upon the respective successors and assigns of each of the Parties.
19. Adoption by Panel. The Parties hereby request that the three
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arbitrators comprising the panel in the Arbitration (the "Panel") sign this
Agreement adopting its terms as the Panel's final and binding award or judgment
as those terms are contemplated or used in Section 11 of the Employment
Agreement. This Agreement may be entered and enforced by any court having
jurisdiction as a judgment in accordance with the Employment Agreement, the
Texas General
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Arbitration Act, Section 171.002 et seq. of the Texas Civil Practice and
Remedies Code or the Federal Arbitration Act, 9 U.S.C. Section 1 et seq. The
Parties agree to expeditiously take any and all additional steps required by the
Panel to effectuate this Agreement as an award or judgment of the Panel.
EXECUTED this, 22 day of April, 1999.
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/s/ Xxxxx X. Xxxxxxxxxx
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XXXXX X. XXXXXXXXXX
PHYSICIANS RESOURCE GROUP, INC.
By: /s/ Xxxxxxx Xxxxx
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Its: President
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Having received and understood the terms of this Agreement, I entered into
it on the terms and conditions expressed therein and waive any remaining period
of twenty-one (21) days allowed for my consideration of this Agreement.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Date: April 22, 1999
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STATE OF TEXAS (S)
(S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on this the 22 day of April
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1999, by Xxxxx X. Xxxxxxxxxx.
/s/ Xxxxx X. Xxxxx
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Notary Public - State of Texas
XXXXX X. XXXXX
[STAMP] NOTARY PUBLIC, STATE OF TEXAS
MY COMMISSION EXPIRES
APRIL 16, 2000
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STATE OF TEXAS (S)
(S)
(S)
COUNTY OF XXXXXX (S)
This instrument was acknowledged before me on this the 26 day of April,
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1999, by Xxxx Xxxxx , President of Physicians Resource
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Group, Inc., a Delaware corporation on behalf of said corporation.
XXX XXXX XXX /s/ Xxx Xxxx Xxx
[STAMP] MY COMMISSION EXPIRES -----------------------------------
APRIL 11, 2002 Notary Public - State of Texas
We hereby adopt the terms of this Agreement as our award in Case No.
00-000-0000000, styled In the Matter of the Arbitration Between Xxxxx X.
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Xxxxxxxxxx and Physicians Resource Group Inc. pending before the undersigned and
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as administered by the American Arbitration Association.
Arbitration Panel:
/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, Esq. - Chairperson
/s/ Xxxx Xxxxx
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Xxxx X. Xxxxx, Esq.
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Esq.
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