EXHIBIT 10.37
EMPLOYMENT AGREEMENT
This Employment
Agreement (the "Agreement") is made as of the 16th day
of March, 2009, by and between UCI Medical Affiliates of South
Carolina, Inc., a
South Carolina corporation ("UCI"), and Joseph A. Boyle, CPA
("Boyle").
WHEREAS, Boyle currently serves as
the Interim Chief Financial Officer of
UCI; and
WHEREAS, UCI
desires to continue to employ Boyle, and Boyle desires to
continue to be employed by UCI, in accordance with the terms and
conditions
hereinafter set forth:
NOW, THEREFORE, in
consideration of the mutual promises herein set
forth, and other good and valuable consideration, the receipt and
sufficiency of
which are hereby acknowledged, the parties, intending to be legally
bound, agree
as follows:
1. Employment. UCI
hereby agrees to continue to employ Boyle to perform
the duties described in Section 3 below subject to and in
accordance with the
terms and conditions hereof, and Boyle hereby accepts such
employment.
2. Term. The
employment hereunder shall commence on the date hereof,
and shall continue until terminated in accordance with the
provisions of Section
6 of this Agreement.
3. Duties of
Boyle.
A. In accepting employment by UCI hereunder, Boyle shall
undertake and assume the responsibility of performing for and on
behalf of UCI
the duties of the Executive Vice-President and Chief Financial
Officer of UCI,
and shall report directly to the Chief Executive Officer. Except
with his
written consent, Boyle shall not be assigned to (i) any position of
lower
professional status, or (ii) a location outside of Richland or
Lexington
Counties, South Carolina. Boyle shall have such duties and
authority as are
typical of the Chief Financial Officer and Executive Vice-President
of a company
such as UCI, including, without limitation, those specific in UCI's
bylaws.
B. During the term of this Agreement Boyle shall be a
full-time employee of UCI, and shall devote his full working time
and efforts to
his duties hereunder. Boyle shall perform all of his duties
hereunder to the
best of his ability and shall not, directly or indirectly, engage
or participate
in any activities in conflict with the best interests of UCI, and
will conduct
all activities in strict loyalty to UCI.
4.
Compensation. As compensation for the services to be rendered
by
Boyle for UCI under this Agreement, Boyle shall be compensated by
UCI on the
following basis:
A. Base Salary. During the term of this Agreement, Boyle shall
receive from UCI an initial annual salary of Two Hundred Twenty-Two
Thousand and
No/100 ($222,000) Dollars (the "Base Salary") payable in pay
periods as
determined by UCI, but in no event less frequently than monthly.
Boyle's Base
Salary shall be reviewed no less frequently than annually and may
be increased
(but not reduced) at the discretion of the Board of Directors of
UCI (or a
committee thereof) and, as so increased, shall constitute Boyle's
"Base Salary"
hereunder.
B. Incentive Bonus. During the term of this Agreement,
provided that Boyle is a full-time employee of UCI on the final day
of UCI's
fiscal year, in addition to other compensation to be paid under
this Section 4,
Boyle shall receive a performance-based annual incentive bonus
payment for the
then completed fiscal year of UCI (the "Annual Incentive Bonus"),
which shall be
a percent of Base Salary. The amount actually awarded and paid to
Boyle each
fiscal year will be determined by the Board of Directors of UCI and
will be
based on specific performance criteria to be identified in writing
in advance to
Boyle under a separate communication. The total amount of the
Annual Incentive
Bonus to be paid hereunder shall be calculated by UCI and paid to
Boyle within
90 days of the end of UCI's fiscal year to which the Annual
Incentive Bonus
applies. UCI's calculation of the Annual Incentive Bonus amount
shall be
conclusive and binding absent fraud or manifest and material
error.
C. Vacation. During the term of this Agreement, Boyle annually
shall be entitled to a total of twenty (20) business days of paid
vacation. Such
vacation days are to be taken at such time or times as Boyle may
reasonably
request, subject to the UCI's convenience and prior approval, which
approval
shall not be unreasonably withheld. Vacation time shall cumulate as
specified in
UCI's then current vacation policy, as amended from time to
time.
D. Reimbursement For Expenses. During the term of this
Agreement, UCI shall reimburse Boyle for all reasonable, ordinary
and necessary
business expenses incurred by Boyle for the benefit of UCI in the
performance of
his duties hereunder; provided however, reimbursement for such
expenses shall
require the written approval of the Board of Directors of UCI or
the Chief
Executive Officer of UCI. UCI shall also reimburse Boyle's
reasonable expenses
for continuing education courses necessary to maintain any
certifications or
licenses Boyle may hold.
E. Deferred Compensation. During the term of this Agreement,
Boyle may participate in UCI's Executive Nonqualified Excess Plan,
as amended
from time to time (the "Plan"). During the term of this Agreement,
and subject
to the terms and conditions of the Plan which may be amended from
time to time
in accordance with the terms thereof, UCI shall make a matching
credit to the
deferred compensation account of Boyle in an amount equal to 300%
of the first
10% of the compensation Boyle defers to his account thereunder.
F. Other Benefits. Boyle shall be entitled to participate in
any employee benefit plans now existing or established hereafter
generally
available to employees of UCI or senior officers of UCI, and to all
normal
perquisites provided to senior officers of UCI, provided Boyle is
otherwise
qualified to participate in such plans or programs.
The
compensation stated above is intended to be the total
compensation
paid to Boyle.
5.
Con
