EMPLOYMENT AGREEMENT made this _______ day of _________________, ______________, between Corinthian Cardiology Group, a West Virginia partnership, with principal offices and place of business in Fairmont, West Virginia, (referred to as "Corinthian"), and Anthony Lewis, M.D., of Alexandria, Virginia, (referred to as "Dr. Lewis"). Corinthian specializes in providing cardiological care through its employee-doctors licensed to practice medicine in the state of West Virginia, and Dr. Lewis is a cardiologist.
CORINTHIAN AND DR. LEWIS AGREE AS FOLLOWS:
1. Employment. Corinthian agrees to employ Dr. Lewis, and Dr. Lewis agrees to accept employment with Corinthian, to render services for Corinthian as determined by Corinthian's partners to the extent permitted by West Virginia law and the applicable canons of professional ethics.
2. Term. The term of this Agreement shall be for a period of three years commencing on June 1, 2000, and terminating on May 31, 2003, unless sooner terminated as provided in Section 11.
3. Licensure and Other Requirements. Dr. Lewis shall obtain the following within the prescribed periods:
` A. License to practice medicine in the state of West Virginia by September 1, 2000;
B. Board certification in cardiology by December 1, 2000;
C. Hospital privileges with Fairmont General Hospital, the Veterans Administration Hospital in Clarksburg and Taylor County Hospital by September 1, 2000. In addition, Dr. Lewis may be required to obtain hospital privileges with other facilities within a reasonable period of time as requested by Corinthian; and
D. Professional insurance in the amounts of ten million ($10 million) tail for five years following any termination of employment and two million ($2 million) medical malpractice. Corinthian shall pay the reasonable premiums for such insurance.
4. Scope of Duties of Dr. Lewis. Dr. Lewis shall be a full-time employee of Corinthian. Dr. Lewis agrees to devote his full working time and best effort to rendering professional services on behalf of Corinthian and to render such services with competence, efficiency and fidelity. These duties shall include, but not be limited to:
A. Maintaining his license to practice medicine in the state of West Virginia, board certification in cardiology, and hospital privileges as required by Corinthian;
B. Examining, testing, ordering and interpreting tests, diagnosing, treating and prescribing treatment for his own patients and for other patients of Corinthian who are assigned to his care;
C. Maintaining reasonable office hours, and providing services at the Corinthian offices in Fairmont and such other regional offices as may be established by Corinthian;
D. Providing services for his own patients and for other Corinthian patients upon request in regional hospitals as directed by Corinthian;
E. Providing on-call services as directed by Corinthian, which may include nights, weekends and holidays, rotated among Corinthian physicians in a reasonable manner;
F. Maintaining and improving his professional skills and reputation through continuing medical education and membership in professional associations; and
F. Agreeing to observe and comply with the rules and regulations of Corinthian and to carry out and perform such orders, directions and policies announced to him by Corinthian from time to time.
5. Scope of Duties of Corinthian. Corinthian agrees to maintain a professional environment conducive to allowing Dr. Lewis to achieve success as a physician. These duties shall include, but not be limited to:
A. Providing Dr. Lewis with a private office, and a five thousand dollar ($5,000) allowance to furnish the office;
B. Providing Dr. Lewis access to examining rooms and equipment, support personnel, pagers, and other equipment and supplies reasonably necessary to perform his duties;
C. Reimbursing Dr. Lewis up to two thousand dollars ($2,000) per year for continuing medical education; and
D. Making a good faith effort to attract and maintain patients, contracts for services, and other business.
6. Potential Partnership. Corinthian shall consider Dr. Lewis for partnership upon the successful completion of this Agreement. Corinthian expects that Dr. Lewis will be offered a partnership; however, Corinthian shall have discretion in extending such an offer. Consideration shall include, but not be limited to, Dr. Lewis's professional and interpersonal skills, and the employment needs of Corinthian.
7. Compensation and Benefits. Corinthian shall provide the following compensation and benefits to Dr. Lewis:
A. Base salary of one hundred ninety-five thousand dollars ($195,000) per year, payable every two weeks;
B. Bonus of one-half of all of Dr. Lewis's collected billings over one hundred ninety-five thousand dollars ($195,000), less his pro rata share of expenses, payable every three months for the period ending three months earlier. The pro rata share of expenses shall be determined by Corinthian office procedures. Dr. Lewis shall have access to such financial information. However, he does not have the right to change the procedures;
C. Eight weeks of vacation per year, subject to reasonable notice of Dr. Lewis and approval of Corinthian;
D. Two weeks for continuing medical education, subject to reasonable notice of Dr. Lewis and approval of Corinthian; and
E. Sick leave and other benefits, including health insurance and medical and retirement benefits, as described in the Corinthian employee handbook, which may be amended from time to time.
8. Outside Employment of Dr. Lewis. Without the express written consent of Corinthian, Dr. Lewis shall not render services of a professional nature to or for any other person or firm for compensation during the term of this employment agreement nor engage in any activity competitive with or adverse to Corinthian's business or professional practice, whether alone, as a partner, or as an officer, director, member, employee, shareholder or investor of any other corporation, partnership, limited liability company or in any other capacity. However, Dr. Lewis may provide expert testimony in litigation for compensation so long as he provides notice to Corinthian and such activity does not unreasonably interfere with his duties under this Agreement.
9. Medical Records. All medical records relating to patients treated by Dr. Lewis while employed by Corinthian pursuant to this Agreement shall belong to and remain the property of Corinthian.
10. Covenant Not to Compete. Dr. Lewis hereby agrees that for a period of three years following any termination of his employment with Corinthian, Dr. Lewis shall not , individually or jointly, with any other individual or otherwise, directly or indirectly, whether as employer, employee, operator, agent, independent contractor, owner, stockholder, investor, partner, joint venturer or otherwise, engage in the practice of cardiology, within a sixty-mile radius of Fairmont, West Virginia.
11. Termination of Agreement. Corinthian and Dr. Lewis each agrees that the other may terminate this Agreement effective May 31, 2002, so long as the terminating party provides notice of termination at least one hundred twenty (120) days prior to the effective date.
Corinthian may terminate this Agreement without notice for cause, including, but not limited to:
A. Failure of Dr. Lewis to obtain a license to practice medicine in the state of West Virginia as required under Section 3-A of this Agreement;
B. Failure of Dr. Lewis to obtain hospital privileges as required under Section 3-C of this Agreement;
C. Failure of Dr. Lewis to obtain professional insurance as required under Section 3-D of this Agreement;
D. Unreasonable violation of any other term of this Agreement, including Dr. Lewis's duties under Section 4; and
E. Conduct of Dr. Lewis in any unprofessional, unethical, illegal, or fraudulent manner which, in the sole discretion of Corinthian, is detrimental to the reputation, business, character and standing of Corinthian.
12. Penalties for Breach. If Dr. Lewis leaves before the end of the three year term, he shall pay Corinthian $100,000 for breaching the contract.
13. Assignability. Dr. Lewis may not assign any personal obligations or duties required under this agreement, but Dr. Lewis may, upon notice to and approved by Corinthian, assign his right to receive any payment hereunder.
14. Arbitration. Dr. Lewis and Corinthian agree to first attempt to resolve any disputes that may arise under this Agreement between themselves. If the parties are unable to resolve a dispute despite a good faith effort to do so, they agree to proceed to arbitration according to the rules of the American Arbitration Association.
15. Forum. The forum for any dispute arising under this Agreement shall be Fairmont, Marion County, West Virginia.
16. Interpretation. This Agreement shall be interpreted in accordance with the laws of the state of West Virginia.
17. Miscellaneous. Dr. Lewis and Corinthian acknowledge that no representations, either oral or written, have been made to the other party to the contrary and that any preexisting understandings which contradict this Agreement are canceled.
WITNESS the following signatures:
Corinthian Cardiology Group
By _______________________________________
Dr. Adam North
Its President
__________________________________________
Anthony Lewis, M.D.