This Confidentiality Agreement involves
Title: EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENT
Governing Law: North Carolina Date: 2/9/2011
Industry: Healthcare Facilities Sector: Healthcare
EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENT
This EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENT (the “Agreement”) is made and entered into by and between MEDCATH INCORPORATED, a North Carolina corporation (the “Company”) and Daniel Perritt a resident of Nevada (“Employee”) and is effective the 29 th day of October, 2009.
WHEREAS, the Company desires to employ Employee as a full-time employee and Employee desires to accept that position in accordance with the terms hereof;
NOW, THEREFORE, it is agreed as follows:
1. Employment . Employee shall be employed as Senior Vice President, Finance Operations Division for MedCath Incorporated. For new and valuable consideration described herein, the Company shall employ Employee and Employee accepts employment upon the terms and conditions hereinafter set forth, with such employment to commence on or before December 1, 2009.
2. Duties . Employee shall be a full-time employee of the Company and, accordingly, shall devote a commensurate amount of time and effort in the performance of Employee’s duties as assigned by the Company.
While employed by the Company, Employee shall not be engaged in any other business activity whether or not such business activity is pursued for gain, profit, or other pecuniary advantage.
3. Compensation . For and in consideration of the services to be rendered by Employee hereunder and the Employee’s agreement to comply with the provisions contained in the Agreement, the Company shall pay to Employee a bi-weekly salary of ten thousand three hundred eighty-four dollars and sixty-two cents ($10,384.62). While Employee remains employed by the Company, Employee’s salary shall be reviewed by the Company on an annual basis.
Employee shall be eligible to participate in an annual discretionary bonus compensation plan each fiscal year of employment with the Company, provided that such participation complies with the terms, conditions and guidelines established for eligible employees’ participation. Employee will be eligible for a discretionary bonus the first fiscal year of employment of up to thirty-five percent (35%) of Employee’s base compensation, based upon the Company’s review of Employee’s performance. Any discretionary bonus for the Employee’s first fiscal year of employment with the Company will be pro-rated based upon the Employee’s commencement of employment with the Company. While Employee remains employed by the Company, Employee’s eligibility for, participation in, and terms of the annual discretionary bonus compensation plan will be reviewed, and may be revised or eliminated, by the Company on at least an annual basis. Performance will include, but not be limited to, the accomplishment of any objectives outlined by the Company for the Employee at the beginning of or during the annual discretionary bonus compensation plan year. Employee understands that the purpose of the annual discretionary bonus compensation plan is to
provide participants with an incentive to remain with the Company. Therefore, in order to be eligible for any bonus, Employee must be actively employed by the Company at the time the bonus is paid and satisfy all eligibility criteria imposed by applicable Company policy and law. Employee further understands that the bonus is not paid unless Employee remains actively employed by the Company throughout this period, which includes the date of payment. In the event that Employee’s employment is terminated for any reason prior to the date of payment, or if Employee’s employment status should change at anytime during employment, Employee is not eligible for any bonus payment.
4. Miscellaneous Benefits . During Employee’s employment with the Company, Employee shall be eligible for additional benefits, including life insurance, medical insurance, paid time off, Stock Award Plan etc., under the same terms and conditions as those which apply to similar employees of the Company, as they may be changed from time to time.
With regard to business expenses, the Company shall reimburse Employee for reasonable business related expenses incurred in the course of Employee’s employment with the Company, provided those expenses are consistent with the policies established from time to time by the Company. Employee must submit acceptable documentation of the expenses in order to receive reimbursement.
5. Termination of Employment .
(a) By the Company for Cause . The Company shall have the right to terminate Employee’s employment immediately and without prior notice in the event that the Company believes it has cause to terminate employment. For purposes of this paragraph, “cause” includes, but is not limited to fraud; dishonesty; disloyalty; conviction of criminal conduct; conduct which is or threatens significant injury to the Company monetarily; conduct which may have a significant or threatened negative impact upon the image of the Company; failure to fulfill the duties assigned to the Employee by the Company; violation of this or any other agreement with the Company; submission of a notice of resignation to the Company; failure to adhere to all of the policies and procedures of the Company; engaging in or condoning sexual or other improper harassment; failure to abide by applicable laws, rules, regulations, and work rules, or actions or omissions which the Company considers to be of similar nature or degree.
In the event that Employee is terminated for cause, Employee shall not be entitled to receive any further salary, bonus or benefits following the date of termination of the Employee’s employment, accept as provided by applicable law or Company policy.
(b) By the Company Without Cause . The Company may terminate Employee’s employment at any time, without cause, by giving Employee at least thirty (30) days written notice thereof. The Company reserves the right to elect to give pay in lieu of notice.
In the event the Company terminates Employee’s employment without cause, the Company will continue to pay Employee his/her current bi-weekly salary, less applicable lawful deductions, for a period of six (6) months following the date of notice of termination of employment or until Employee secures other substantial full-time employment, or earns, on a monthly basis, at least 75%
of Employee’s monthly salary hereunder, whichever occurs first. Employee shall be entitled to receive benefits as provided by applicable law or by Company policy.
(c) By Employee . Employee may terminate Employee’s employment with the Company at any time. The Company requests the Employee provide the Company with thirty (30) days written notice. In the event of such termination, Employee shall not be entitled to receive any further salary, bonus or benefit following Employee’s actual termination, except as provided either by applicable law or Company policy. The Company reserves the right to elect to provide pay in lieu of allowing Employee to work during the notice period.
6. Confidentiality and Non-Disclosure Agreements . During the course of Employee’s employment with the Company, the Company will provide Employee with access to and Employee will be exposed and/or have access to substantial quantities of confidential information relating to the Company’s business (including the business of all affiliates and operations of the Company), such as customer information, vendors, operations and operating procedures, pricing, financial information, technology, marketing strategies, design of facilities, employment practices, contractual agreements, and trade secrets (the “Confidential Information”).
Employee agrees that both while employed by the Company and following termination of Employee’s employment with the Company at any time in the future:
(i) Employee will take all reasonable precautions to safeguard all Confidential Information at all times so that it is not communica