Physician Employment Agreement



EMPLOYMENT AGREEMENTTHIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of ________ 2015, by and between ________________, whose mailing address is ___________________________ (“Physician”), and YOUR COMPANY., a YOURSTATE professional services corporation having its principal office at YOUR ADDRESS (“P.A.”).RECITALSP.A. is engaged in the business of owning and operating a urologic medical practice;P.A. desires, on the terms and conditions stated below, to employ Physician as a doctor of medicine specializing in the practice of YOURSPECIALTY at P.A.’s Facilities (as defined below).NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, P.A. and Physician agree as follows:Definitions. For all purposes of this Agreement, unless the context indicates otherwise, the terms below shall have the following meanings assigned to them.Agreement means this Employment Agreement between Physician and P.A., and any amendments that may be adopted from time to time.Business Day refers to each day of the week, Monday through Friday, exclusive of holidays recognized by P.A. Saturday and Sunday are not considered Business Days.Collected Production means the total of (i) all cash collected and posted to P.A.’s account in accordance with P.A.’s policies from physician’s own professional services to patients at the Facilities or elsewhere by Physician during Year One or Year Two, defined in Section 2 hereof; less (ii) any refunds due to patients or third-party payors from the cash collected for the applicable year. For purposes of calculating Collected Production under this Agreement, all professional fees payable to Physician from surgeries performed by Physician at any surgery facility shall be included. For purposes of calculating the amount of refunds to be deducted from cash collected, refunds shall include all refunds due for the applicable year, plus any refunds recognized no more than forty-five (45) days after the end of the applicable year that are due from cash collected for the applicable year. Collected Production does not include any revenue received through the administration and billing for drugs such as Trelstar, Eligard, Lupron, testosterone, BCG, office chemotherapy medications, antibiotics, and any other prescription drugs or injections that may be used by P.A. from time to time, or for any designated health services as that term is defined under state and federal law that are ordered by Physician.Facilities means the medical offices owned or leased by P.A. where Professional Services are provided by P.A.Professional Services means the professional services, specifically including YOURSPECIALTY services and related healthcare services provided by physician.State means the State of YOURSTATE.Term of Employment means the duration of this Agreement as described in Section 2.Employment and Term.Subject to earlier termination as provided for in Section 10, P.A. hereby employs Physician, and Physician hereby accepts employment with P.A., as a doctor of medicine specializing in YOURSPECIALTY for a Term of Employment of two years commencing at 8:00 a.m. on ______________ (the “Effective Date”) and ending at 8:00 p.m. on _____________ (the “Expiration Date”), with the option by mutual consent of the parties of an additional Term of one (1) year commencing at 8:01 p.m. on ____________ and ending at 8:00 p.m. on ___________. P.A. shall provide Physician with ninety (90) days’ notice in writing of its intention not to exercise the option of the additional Term. Upon the completion of the initial two year term, Physician will be eligible for partnership with P.A. Duties and Responsibilities.Physician shall engage full-time in the practice of YOURSPECIALTY on behalf of P.A., at P.A.’s Facilities. To the best of his ability, Physician shall continuously provide services in a manner calculated to produce the maximum volume of revenue which is consistent with the professional obligation of Physician and in the best interest of the patients, and in accordance with the laws of the State of YOURSTATE and the principles of medical ethics of the American Medical Association and the American Urological Association. Physician shall assist at affiliate/satellite clinics as patient load dictates and shall serve as “physician on call” upon P.A.’s reasonable request. Physician shall have equal call duties with the P.A.’s other physicians.During the Term of Employment, Physician shall: (i) devote his entire professional and business time, attention and energies exclusively to the medical practice of P.A.; and (ii) faithfully and competently perform his duties using his full professional skill and knowledge; (iii) not create a situation constituting “cause” for termination as defined in Section 10(c); and (iv) not engage in any other professional or business activity; provided, however, that Physician shall be permitted to invest his personal assets and manage his personal investment portfolio in such a form and manner as will not require any professional or business services on his part to any third party, or otherwise conflict with the provisions of this Agreement; and (v) obtain and maintain active privileges at the hospitals where P.A. provides services which includes but is not limited to _____________________ Physician shall cooperate with P.A., to the fullest ethical extent, to promote P.A.’s business and P.A.’s Facilities and to continue and expand the services provided at P.A.’s Facilities, and to further the best interests of P.A.’s Facilities. During the Term of Employment, Physician shall devote his professional time, attention and energies to the practice of P.A. At all times, Physician shall continue to faithfully and competently perform his duties using his full professional skill and knowledge. Physician shall use his best efforts to ensure that ongoing referrals from physicians and other referral sources remain consistent with historical pattern and practice. Physician shall not in any manner communicate with any referral source with the intention and primary purpose of disrupting, hindering, obstructing or otherwise interfering with the relationship between such referral source and the Facilities if the result of such disruption, hindrance, obstruction or interference would have a materially adverse effect on the referral patterns or operation of the Facilities. Physician shall not communicate with any medical staff member or any Physician of the Facilities, in a manner what would disrupt, hinder, obstruct or otherwise interfere with such Physician’s ability to perform his or her job effectively and cause an adverse effect on the operation of the Facilities. Physician shall use his best efforts to promote the goodwill and operation of the Facilities in a positive manner and shall refrain from disseminating any information that would result in a materially adverse effect on the operation of the Facilities.During the Term of Employment, P.A. shall furnish to Physician, at P.A.’s expense, all the reasonably required staff, equipment and supplies necessary for Physician to practice YOURSPECIALTY at P.A.’s Facilities. P.A. shall also establish reasonable procedures for designating which physician shall be assigned to treat new patients. The payor mix of patients assigned to Physician shall be reflective generally of the payor mix of the patients of P.A. as a pensation.During Year One of Employment (August 18, 2014 to August 17, 2015) (“Year One”), Physician shall be entitled to compensation equal to: (i) Two Hundred and Seventy Thousand Dollars ($270,000) (“Year One Base Salary”); plus (ii) a productivity bonus for Year One’s Collected Production in excess of $530,000 (“Year One Variable Compensation”) (collectively “Year One Compensation”). Payment of Year One Compensation shall be as follows: (i) Year One Base Salary shall be paid by P.A. on a bi-weekly basis, in accordance with P.A.’s normal method of compensating its Physicians; and (ii) Year One Variable Compensation shall be paid no later than forty-five days after the end of Year One; provided, however, if in any particular calendar quarter during Year One, Physician’s Year One Collected Production exceeds $530,000 on a year-to-date annualized basis, P.A. shall pay Physician a bonus equal to fifteen percent (15%) of the first one hundred thousand dollars above $530,000, and thirty-five percent (35%) of the annualized excess for anything over $700,000, and shall pay such bonus within fifteen (15) days of the end of each calendar quarter as an advance on the ultimate Year One Variable Compensation due for that year.During Year Two of Employment (August 18, 2015 to August 17, 2016) (“Year Two”), Physician shall be entitled to compensation equal to: (i) Two Hundred and Seventy-Five Thousand Dollars ($275,000) (“Year Two Base Salary”); plus (ii) thirty-five percent (35%) of Year Two’s Collected Production in excess of $600,000 (“Year Two Variable Compensation”) (collectively “Year Two Compensation”). Calculation of Year Two Compensation shall commence on August 18, 2015, and shall only include Collected Production received during Year Two, up to and including August 17, 2016. Payment of Year Two Compensation shall be as follows: (i) Year Two Base Salary shall be paid by P.A. on a bi-weekly basis, in accordance with P.A.’s normal method of compensating its Physicians; and (ii) Year Two Variable Compensation shall be paid no later than forty-five days after the end of Year Two.Vacation/Personal Time.Physician shall be entitled to paid leave for vacation, illness, disability (“Personal Leave”) and educational purposes (“Educational Leave”) (reasonably selected at his option, but subject to patient loads and prior approval of P.A.) during each full year during the Term of Employment as follows:Physician shall be entitled to five (5) business days as Educational Leave to attend medical meetings and conventions related to YOURSPECIALTY as approved by P.A. Educational Leave shall be scheduled by Physician with approval of P.A. and shall not involve the use of more than four (4) consecutive business days without advance approval of P.A.Physician shall be entitled to twelve (12) business days Personal Leave.Physician shall be entitled to such additional Leave as is authorized by P.A. from time to time.Such leave shall not be carried over from year to year and Physician shall not be entitled to any reimbursement for leave days not used.Fringe Benefits.In addition to any other rights Physician may have under this Agreement, P.A. shall provide to Physician, at P.A.’s expense, such fringe benefits as are generally provided to the physician personnel at the Facilities to include (i) opportunity to participate in group’s retirement plan (which at present time is a 401k) (ii) professional liability insurance; and (iii) health insurance in accordance with the insurance policies for employees of the group. P.A. shall pay premiums associated with each insurance at the standard rates and on terms which shall be determined by P.A. in its sole discretion. If Physician fails to qualify for standard rates, Physician shall either bear the additional expense of such policies or forfeit the right to such benefits. Notwithstanding, if Physician fails to apply for the aforementioned benefits, Physician shall forfeit his rights to such benefits. Physician shall be entitled to participate in P.A.’s defined benefit retirement plan available to all employees in accordance with the conditions and provisions of that plan.Expenses.Subject to approval by P.A. and in compliance with P.A.’s policies, P.A. shall reimburse Physician for valid business expenses which are allowable business deductions of P.A. in accordance with the rules and regulations of the Internal Revenue Service for (i) continuing education expenses (including the costs of travel), up to a maximum aggregate amount of One Thousand Two Hundred and Fifty Dollars ($1,250) for each full year of the Term of Employment; and (ii) license fees for all professional licenses required for Physician to perform his duties under this Agreement; and (iii) professional memberships, subscriptions and journals as approved by P.A.; and (iv) any other valid business expense as may be approved in advance by P.A.Moving ExpensesP.A. shall reimburse Physician for reasonable moving expenses incurred to relocate to COUNTY, YOURSTATE or the surrounding area, including but not limited to: (i) transportation of Physician; (ii) transportation of personal property to include furniture and personal automobiles; and (iii) meals while in direct transit to Orange County, YOURSTATE, up to a maximum reimbursement of four Thousand Dollars ($4,000). Physician shall obtain three (3) estimates from nationally-recognized moving companies and shall choose the company that best meets Physician’s needs. Physician shall provide for P.A., upon P.A.’s request, with appropriate documentation as may be necessary for P.A. to deduct such expenses in accordance with the rules and regulations of the Internal Revenue Service. In addition to moving expenses, P.A. shall reimburse Physician for the reasonable costs incurred by Physician for two (2) trips to the Orlando, YOURSTATE area in order to locate and secure lodging.Professional Liability Insurance.Minimum Policy. P.A. shall, at P.A.’s expense and at all times during the Term of Employment, maintain and keep in force professional liability insurance “claims made” policies of standard form in the State of YOURSTATE providing coverage for P.A. and Physician with limits equal to or greater than those provided for other physicians of the P.A. The policy or policies shall be placed with insurance companies authorized and licensed to issue such policies in the State of YOURSTATE. Physician shall cooperate fully with P.A. and such insurance companies in order to obtain such professional liability insurance policies. To the extent that P.A. is unable to obtain professional liability coverage for Physician at standard rates, Physician shall reimburse P.A. for the excess premium above standard rates required to obtain and maintain such coverage.Tail Coverage. Upon ceasing practice with P.A. at the Facilities for any reason whatsoever, whether voluntary or involuntary, Physician shall either (i) obtain a professional liability insurance “tail” coverage policy in an amount equal to the coverage provided by P.A., or (ii) continue in full force and effect for a period of four (4) years after termination of this Agreement his existing professional liability insurance coverage with the same underwriter, naming P.A. as an additional named insured thereunder and providing P.A. with a certificate that such insurance continues in effect for that time period. The tail coverage policy or the existing professional liability policy shall provide coverage for P.A. and Physician for all occurrences and events during Physician’s employment with P.A.Indemnification. Physician hereby agrees to defend, indemnify and hold P.A. harmless from and against any loss, claim, suit, expense or obligation arising out of or resulting from Physician’s malpractice in the performance of services pursuant to this Agreement not otherwise covered by the malpractice insurance carrier.Loss of Professional Liability Insurance. P.A. may immediately suspend Physician from practice under this Agreement if, due to any act or omission of Physician, professional liability insurance as specified in subparagraph (a) above cannot reasonably be obtained for Physician or if Physician’s professional liability insurance is cancelled, suspended, revoked or terminated. Physician shall not be reinstated or permitted to practice at P.A.’s Facilities or on behalf of P.A. until such time as the professional liability insurance for Physician is reinstated to the satisfaction of P.A. Physician shall not be entitled to any salary or other compensation from P.A. during any such suspension. Physician will notify P.A. within twenty-four (24) hours of receipt by Physician of any notice or information that Physician’s professional liability insurance has been cancelled, terminated, revoked or suspended.Termination.Notwithstanding any other provisions of this Agreement, the Term of Employment shall terminate:upon the death of Physician; or,upon Physician’s “disability” (subject to applicable state or federal law, for purposes of this Agreement, the term “disability” shall mean the inability of Physician arising out of any medically determinable physical or mental impairment, to perform the services required of him under this Agreement for a period of sixty (60) consecutive days during which sixty (60) day period Physician’s compensation shall continue); or,at P.A.’s option, immediately upon the existence of “cause.” For purposes of this Agreement, the term “cause” shall be defined as:failure of Physician to perform the duties required of him in this Agreement in a manner satisfactory to a reasonable medical group practice in similar circumstances as determined by P.A., in its sole discretion; provided, however, that the Term of Employment shall not be terminated pursuant to this subparagraph (1) unless P.A. first gives Physician a written notice (“Notice of Deficiency”). The Notice of Deficiency shall specify the deficiencies in Physician’s performance of his duties. Physician shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency. In the event Physician does not cure the deficiencies to the satisfaction of P.A., in its sole discretion, within such thirty (30) day period, P.A. shall have the right to immediately terminate the Term of Employment and this Agreement. The provisions of this subparagraph (1) may be invoked by P.A. any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (1) nor prevent P.A. from issuing any subsequent Notices of Deficiency.any dishonesty by Physician in his dealings with P.A., the commission of fraud by Physician, or gross negligence or willful neglect in the performance of the duties of Physician;the conviction (or plea of guilty or nolo contendere) of Physician of any felony or other crime involving dishonesty;any violation of any covenant or restriction contained in Section 10 or Section 11 or action taken identified in Section 19;unlawful use of narcotics or other controlled substances, or abuse of alcohol or other drugs in a manner P.A. reasonably determines to be adverse to the best interests of P.A.;failure of Physician to maintain his license without limitations or restrictions and authorization to practice as a physician in the State of YOURSTATE or loss or limitations placed on Physician’s D.E.A. permit;if, due to any act or omission of Physician, the professional liability insurance required by Section 9(a) of this Agreement cannot be reasonably obtained or maintained, or if, due to any act omission of Physician, such professional liability insurance is cancelled, terminated or revoked;any involuntary revocation of privileges or membership by any county medical society of which Physician is or becomes a member; provided, however, that any affiliate of P.A. who is on the committee having authority for such revocations shall abstain from voting; orrevocation, suspension, involuntary reduction or involuntary restriction of admitting privileges at any hospital where Physician now has or hereafter acquires privileges to practice; provided, however, that any affiliate of P.A. who is on the committee having authority for such actions shall abstain from voting; orbreach of any representation made by Physician under this Agreement.For all purposes of this Agreement, termination for “cause” shall be deemed to have occurred in the event of Physician’s resignation when, because of existing facts and circumstances, subsequent termination for “cause” can be reasonably foreseen.At Physician’s option, immediately upon the existence of “cause.” For purposes of this Section 10(d), the term “cause” shall be defined as a breach by P.A. of a material term or condition of this Agreement which is not cured by P.A. within thirty (30) days of receipt of written notice from Physician. In the event of a termination of this Agreement by Physician due to a breach by P.A. of a material provision of this Agreement, the non-competition provisions of Section 11 shall be deemed to be of no further force and effect. Physician shall continue to be obligated to comply with all other provisions of this Agreement that survive its termination.In the event of termination of this Agreement pursuant to this Section 10, Physician or his estate, as appropriate, shall be entitled to receive (in addition to any fringe benefits payable upon death in the case of Physician’s death) the compensation provided for in Section 4 (including but not limited to pro rata payment for any Year One Variable Compensation or Year Two Variable Compensation for which Physician would have been eligible), as well as any expenses otherwise reimbursable under this Agreement, including but not limited to those expenses addressed in Sections 7 and 8, up to and including the effective date of termination, and such amounts shall be paid as soon as practicable and in accordance with applicable law, but in no event later than forty-five (45) days after the effective date of termination. Notwithstanding the foregoing, if this Agreement is terminated prior to the end of Year One pursuant to Section 10(c), all Year One Variable Compensation due Physician shall be forfeited. If this Agreement is terminated prior to the end of Year Two pursuant to Section 10(c), all Year Two Variable Compensation due Physician shall be forfeited.Covenant Not to Compete.During the Term of Employment and for a continuous period of two (2) years thereafter commencing upon expiration or termination of the Term of Employment regardless of any termination pursuant to Section 10 or any voluntary termination or resignation by Physician (except that pursuant to Section 10(d) of this Agreement, in the event this Agreement is terminated by Physician due to a breach by P.A. of a material provision of this Agreement, the provisions of this Section 11 shall be of no further force and effect), Physician shall not, individually or jointly with others, directly or indirectly, whether for his own account or for that of any other person or entity, engage in the practice of YOURSPECIALTY anywhere within a radius of twenty (20) miles of any office of P.A.’s business, including but not limited to our principal office located at YOUR ADDRESS, own or hold any ownership or voting interest in any person or entity engaged in a business the same as or similar to any business of P.A. or which competes in any manner whatsoever with the business of P.A. or P.A.’s Facilities and which is located or intended to be located anywhere within a radius of twenty (20) miles of any office of P.A.’s business. Physician shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, or in any other capacity for, nor lend any assistance (financial, managerial, professional or otherwise) or cooperation to, nor perform any services for, any such person or entity; provided, however, that the geographic limitation described above shall not apply during the Term of Employment. During the Term of Employment, Physician shall be prohibited from the foregoing activities and relationships with any person or entity which competes with P.A., regardless of the geographic location of such person or entity. Notwithstanding the foregoing restrictions, it shall not be a violation of this Section for Physician to own a one percent (1%) or smaller interest in any corporation required to file periodic reports with the United States Securities and Exchange Commission, so long as Physician performs no services or lends any assistance to any such corporation. For purposes of this Agreement, the business of P.A. shall be defined as the practice of medicine or osteopathy specializing in YOURSPECIALTY.Notwithstanding the provisions of subparagraph (a) above, Physician may engage in the practice of medicine specializing in YOURSPECIALTY in the prohibited geographic area and within the time specified in subparagraph (a) if Physician pays to P.A. within ten (10) days of termination of employment with P.A., as liquidated damages, the total of Physician’s Year One Compensation. The parties acknowledges and agrees that damages associated with this Covenant Not to Compete are not readily ascertainable and the amount specified above as liquidated damages is reasonable.Non-Disclosure; Non-Solicitation.Except in the performance of his duties hereunder, at no time during the Term of Employment or at any time thereafter shall Physician, individually or jointly with others, for the benefit of Physician or any third party, publish, disclose, use or authorize anyone else to publish, disclose or use, any secret or confidential material or information relating to any aspect of the business or operations of P.A. or any information regarding the business methods, business policies, procedures, techniques or trade secrets, or other knowledge or processes of or developed by P.A. (or any other physician or agent of P.A.), any affiliate of P.A., any entity in which P.A. has an interest, including, without limitation, any secret or confidential information relating other business, customers, financial position, trade or industrial practice, trade secrets, technology or know-how of P.A. It is expressly acknowledged and agreed that the systems, methods, procedures and controls utilized by P.A. in the performance of this Agreement are proprietary in nature and shall be deemed confidential for purposes of this Agreement. Moreover, during the Term of Employment and for a period of one (1) year after employment, Physician will not work as an employee, partner, independent contractor, consultant, principal, agent, proprietor, owner or part owner, or in any other capacity for, nor lend any assistance (financial, managerial or otherwise) or cooperation to, any person or entity which employs any person or hires or contracts with, as a consultant or other independent agent or independent contractor, any person or entity (other than Physician or designated Physician Assistant) who was employed by or acted as an agent for, consultant to, or independent contractor of P.A., any affiliate of P.A., or any entity in which P.A. has an interest, at any time during the Term of Employment, nor shall Physician employ any such person or induce or attempt to influence any such person to terminate employment with P.A. (other than designated Physician Assistant).Reasonableness of Restrictions; Reformation; Enforcement.The parties hereto recognize and acknowledge that the geographical and time limitations contained in Sections 11 and 12 (the “Restrictive Covenants”) are reasonable and properly required for the adequate protection of P.A.’s interest. Physician acknowledges that P.A. will provide to Physician confidential information concerning P.A.’s business methods and operating practices in reliance on the covenants contained in the Restrictive Covenants. It is agreed by the parties that if any portion of the restrictions contained in the Restrictive Covenants are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties agree that if any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary, and not against public policy may be enforced against Physician. If Physician shall violate any of the Restrictive Covenants contained in this Agreement and if any court action is instituted by P.A. to prevent or enjoin such violation, then the period of time during which P.A.’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of Physician’s breach of the terms or Restrictive Covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal.No Remedy At Law.Physician agrees that the remedy at law for any breach by him of the Restrictive Covenants will be inadequate and would be difficult to ascertain. Therefore, in the event of the breach or threatened breach of any such covenants, P.A., in addition to any and all other remedies, shall have the right to enjoin Physician from any threatened or actual activities in violation; and Physician consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings which might be brought to enforce any such Restrictive Covenants without the necessity of proof of actual damages and without posting bond.Specific Performance.With respect to the covenants and agreements of Physician set forth in the Restrictive Covenants, the parties agree that a violation of such covenants and agreements will cause irreparable injury to P.A. for which P.A. will not have an adequate remedy at law, and that P.A. shall be entitled, in addition to any other rights and remedies it may have, at law or in equity, to obtain an injunction to restrain Physician from violating, or continuing to violate, such Restrictive Covenants and agreements. If P.A. does apply for such an injunction, Physician shall not raise as a defense that P.A. has an adequate remedy at law.Billing Services.P.A. shall have sole responsibility and authority for preparation of billings for, and collection of income generated from, Physician’s practice of YOURSPECIALTY and the operation of the Facilities and, pursuant to this Agreement, the delegated authority to request, demand, collect, receive and provide receipts for all patient care income on behalf of Physician including any payment or reimbursement from governmental agencies and insurance carriers on account of medical services provided to patients of the Facilities. Physician will provide P.A. with Physician’s provider numbers to bill on behalf of Physician for payment and reimbursement from governmental agencies and insurance carriers. All funds collected from operation of the Facilities and from Physician’s practice of YOURSPECIALTY shall be the sole property of P.A. and shall be deposited into P.A.’s account and P.A. shall have sole authority to make disbursements, including refunds and repayment of payments received in error. Physician specifically acknowledges that P.A. is his authorized billings and collection agent during the term of his employment hereunder.Notification Obligations.Physician shall notify P.A. and the Department Managers within twenty-four (24) hours of the occurrence of any of the following: (i) any action taken to restrict, suspend or revoke Physician’s license to practice medicine or Physician’s accreditation; (ii) any action taken to restrict, suspend or revoke Physician’s medical staff privileges at any hospital; (iii) any occurrence requiring notice under P.A.’s risk management policies; (iv) the receipt by Physician of any summons, complaint, written claim, suit or other document alleging malpractice by Physician or the occurrence of any event that the Physician reasonably believes may give rise to a claim or suit for malpractice; (v) any notification of any proposed adverse action against the Physician, whether final or not, taken by any hospital institution, insurance company, health maintenance organization, preferred provider organization, governmental agency or professional review organization; or (vi) any other occurrence that may have a material effect on Physician’s ability to carry out Physician’s duties and obligations under this Agreement. Physician shall orally notify P.A. immediately, and shall follow up with written notification within twenty-four (24) hours, of any arrest, indictment or conviction for any criminal action, other than a misdemeanor motor vehicle infraction.Ownership Opportunity.So long as this Agreement remains in full force and effect, P.A. in its discretion may offer to Physician at the end of Year Two of the Term of Employment or at such other time as may be agreed by P.A.’s board of directors, the opportunity to acquire an ownership interest in P.A., and if so determined by any entity owning the real estate in which P.A.’s offices are located. Physician shall have the option to accept or reject such offers upon such terms as may be set forth.Physician’s purchase shall be subject to the execution of the shareholders’ and owners’ agreements between Physician, P.A. the real estate entities and their other shareholders and owners providing for the rights of sale or other disposition of stock or ownership interests.Action by Board of Medicine or Other Authority with Legal Jurisdiction.While both parties believe that this Agreement is in full compliance with YOURSTATE and federal law, the interpretation of such laws may be subject to change. Notwithstanding any other provisions of this Agreement, in the event the Board of Medicine for the State of YOURSTATE, or the governmental agencies (or their representative) which administer federal health care programs, or any other payor or any other authority with legal jurisdiction, passes, issues or promulgates any law, rule, regulation, standard or interpretation at any time while this Agreement is in effect which prohibits, restricts, limits or in any way materially changes the method of reimbursements or payment for services rendered by Physician to patients or by Physician to P.A. under this Agreement, or which otherwise materially affects the parties’ rights or obligations under this Agreement, or, solely by virtue of this Agreement, initiates or threatens to initiate an action to revoke the license of Physician to practice medicine in the state, either party may, by written notice to the other party, immediately request that the Agreement be amended in a mutually acceptable manner. Any amendment shall be made in the lawful manner and to the minimum extent necessary to comply with the law, rule or regulation in question and to preserve to the parties their original rights and duties to the maximum extent possible. If the offending provisions of this Agreement cannot be cured as to the legality of such provisions to the reasonable satisfaction of both parties, then either party may demand that appointment of an arbitrator be made by the then Director of the Regional Office of the American Arbitration Association located nearest to CITY, YOURSTATE. The arbitrator so appointed shall resolve any controversy or disagreement between the parties as to the amendment of this Agreement, and the decision of such arbitrator shall be final and binding on all parties. The costs of the arbitration shall be borne equally by Physician and P.A. Notwithstanding the above, if, at the election of either party, a formal appeal is filed with the relevant governmental agency, or a suit is filed in a court of competent jurisdiction, so as to stay the implementation of any such law, rule, regulations, standard or interpretation, during the period of such stay the right to amend as set forth above shall also be stayed.Representations of Physician.Physician hereby makes the following representations to P.A., each of which is material and is being relied on by P.A. and shall be true as of the date of this Agreement and throughout the Term of Employment.Physician Qualifications. Physician is or as of the Effective Date of this Agreement shall be, and will continue to be, duly licensed to practice medicine in the State of YOURSTATE; is experienced in YOURSPECIALTY; is Board eligible or Board certified by the Standards of the American Board of YOURSPECIALTY agrees to participate and does participate in a continuing medical education (“CME”) program; and agrees to obtain and maintain an American Medical Association CME certificate or its equivalent.Factual Information. Any and all factual information furnished by Physician to P.A. is true and accurate in every material respect as of the date on which such information was furnished.Professional Conduct. Physician has and will continue to conduct his professional activities in accordance and compliance with any and all laws, regulations and ethical and applicable professional standards.Authority. Physician has full power and authority to enter into this Agreement and perform all obligations under this Agreement. The execution and performance of this Agreement by Physician will not constitute a breach or violation of any covenant, agreement or contract to which Physician is a party or by which Physician is bound.Participation in Federal Programs. Physician has not been (i) excluded from any federal health care program and no basis for such exclusion exists; (ii) subject to any final adverse action as defined under the state and federal health care fraud and abuse laws.Insurance.Inasmuch as the services of Physician are critical to the success or failure of P.A.’s business, P.A. may, in its sole discretion, purchase life insurance, disability insurance or business interruption insurance on Physician during the Term of Employment in such amounts as P.A. determines is appropriate. Such insurance shall be owned by P.A., all premiums shall be paid by P.A., and P.A. shall be the sole beneficiary. Physician agrees to cooperate with the reasonable requirements of P.A. or its insurance carriers as necessary to obtain such insurance, including submitting to any and all reasonably necessary medical examinations.Books, Records and Office Equipment.Physician’s Ownership. All professional instruments, books, office equipment and other property furnished by Physician shall remain Physician’s property. Notwithstanding the above, all patient records shall at all times be and remain P.A.’s property; provided, however, that upon termination of this Agreement, P.A. shall provide Physician, at Physician’s expense, access to and copies of such records relating to medical services performed at P.A.’s business by Physician during the Term of Employment if required by Physician in defense of any professional liability claim or licensure investigation.P.A.’s Ownership. All instruments, equipment, furniture, furnishings, supplies, samples, forms, charts, logs, brochures, patient records, policies and procedures, contracts and any other property, materials or information furnished by P.A. are and shall remain the sole property of P.A. Upon termination of this Agreement, Physician shall return all such property to P.A.Assignability.This Agreement and the rights and duties created under this Agreement shall not be assignable or delegable by Physician. P.A. may, at P.A.’s option and without consent of Physician, assign its rights and duties under this Agreement to any successor entity or transferee of P.A.’s assets.Notices.All notices or other communications provided for in this Agreement to be given or sent to a party by the other party shall be deemed validly given or sent if in writing and delivered by hand, of if mailed, postage prepaid, by registered or certified United States mail, return receipt requested, to:If to Physician:If to P.A.:or to such other address, and to the attention of such other person or officer as any party may designate.The date of service of any notice or communication under this Agreement shall be the date of the hand delivery or three (3) days after the mailing, if mailed by certified mail, return receipt requested. Rejection or other refusal to accept or the inability to deliver because of a changed address of which no notice was given in accordance with these provisions, shall be deemed to be receipt of the notice sent.Severability.Each section, subsection and lesser section of this Agreement constitutes a separate and distinct undertaking, covenant or provision. If any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, if such a limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.Effect of Termination.The termination of this Agreement, for whatever reason, shall not extinguish those obligations of Physician specified in the Restrictive Covenants, nor shall the same extinguish the right of either party to bring an action, either in law or in equity, for breach of this Agreement by the other party. The provisions of Sections 9, 11, 12, 13, 14, 15, and 16, and the provisions of the last paragraph of Section 10 addressing payments to Physician upon termination, shall survive the termination of this Agreement for any reason whatsoever, provided, however, that pursuant to Section 10(d) of this Agreement, in the event of a termination of this Agreement by Physician due to a breach by P.A. of a material provision of the Agreement, the non-competition provisions of Section 11 shall be deemed to be of no further force and effect.Waiver.The failure of a party to enforce any term, provision or condition of this Agreement at any time or times shall not be deemed a waiver of that term, provision or condition for the future, nor shall any specific waiver of a term, provision or condition at one time be deemed a waiver of such term, provision or condition for any future time or times.Parties.This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, personal representatives, legal representatives and proper successors and assigns, as the case may erning Law; Jurisdiction; Venue.This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of YOURSTATE. Each party agrees to submit to the personal jurisdiction and venue of the state and federal courts having jurisdiction over Orange County, YOURSTATE for a resolution of all disputes arising in connection with the interpretation, construction and enforcement of this Agreement, and hereby waives the claim or defense therein that such courts constitute an inconvenient forum.Captions/Recitals.The captions of this Agreement have been assigned thereto for convenience only, and shall not be construed to limit, define or modify the substantive terms. The recitals are hereby incorporated herein and made part of this Agreement.Entire Agreement; Counterparts.This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement, and supersedes all prior agreements, memoranda, correspondence, conversations and negotiations. This Agreement may be executed in several counterparts that together shall constitute but one and the same Agreement.Gender and Number.Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate.Modifications.This Agreement may be amended or modified in writing as mutually agreed upon by the parties. Section 409AParties’ Intent.? This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or come within an exemption thereto, and shall be interpreted in a manner consistent with such intent.? Payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable.? The parties hereto intend that the payments under this Agreement be exempt from Section 409A under the “short term deferral” exception to the maximum extent possible, and then, to the extent necessary, under the “separation pay” exception to the maximum extent possible.? The parties hereby agree that this Agreement shall be construed in a manner to be exempt from (or otherwise comply with) Section 409A.Separation from Service. ?A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service.Separate Payments. ?Each payment required under this Agreement, including each bonus or variable compensation payment (or advance thereon) shall be considered a separate payment for purposes of Section 409A.IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date first above written.Physician: _________________By:.P.A.:NAME OF YOUR COMPANYBy:_______________. Its President ................
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