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EXHIBIT 99.1
AMENDED EMPLOYMENT AGREEMENT
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This AMENDED EMPLOYMENT AGREEMENT ("Amended Agreement") is by
and
between Integrated Healthcare Holdings, Inc., a Nevada corporation
(the
"Company") and Steven Blake ("Executive"), (collectively, the
"Parties"). This
Amended Agreement shall be enforceable as of March 21, 2008
("Effective Date")
when and if it is fully executed.
RECITALS
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A. The Company is engaged in the business of hospital acquisition
and
management (the "Business"). Executive has been continuously
employed as the
Company's Chief Financial Officer pursuant to the terms of a
certain "EMPLOYMENT
AGREEMENT" between Executive and Company, dated March 21, 2005, as
amended
thereafter from time to time.
B. The Company and Executive agree it is in each of their best
interests to amend the previously executed EMPLOYMENT AGREEMENT, in
its
entirety, by entering into and executing this Amended Agreement.
Therefore,
Company and Executive agree as follow:
AMENDED AGREEMENT
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1. INCORPORATION OF RECITALS. The above recitals are incorporated
herein by this
reference.
2. TERM OF EMPLOYMENT. The Company shall employ Executive, under
this Amended
Employment Agreement, starting on the Effective Date. Executive's
employment
shall continue until and unless his employment is terminated as
provided in
Section 5, below.
3. TERMINATION OF PRIOR "EMPLOYMENT AGREEMENT." The prior
"EMPLOYMENT AGREEMENT"
between Executive and Company, dated March 21, 2005, shall
terminate and shall
be superseded in its entirety by, and concurrently with, the full
execution of
this Amended Agreement.
4. POSITION AND DUTIES.
4.1. Executive shall serve as the Company's Chief Financial
Officer.
Executive's principal duties and responsibilities shall be to serve
as the
Executive Vice President of Finance and Chief Financial Officer
(CFO).
Executive's principal duties and responsibilities shall be to (i)
serve as the
primary Executive charged with responsibility for the reporting and
accounting
functions of the Company, (ii) monitor and report on compliance
with the laws
and regulations regarding disclosures required by the Securities
and Exchange
Act of 1934 and Sarbanes/Oxley (iii) provide financial analysis and
support to
operations management (iv) provide management reports and support
to the
Company's Board of Directors and (v) perform such other duties as
the Executive
from time to time may be assigned. Executive will report to the
Company's Chief
Executive Officer,
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4.2. Except during vacation periods or in accordance with the
Company's
personnel policies covering Executive leaves and reasonable periods
of illness
or other incapacitation, Executive shall devote his services to the
Company's
Business and interests in a manner consistent with Executive's
title and office
and the Company's needs for his services.
4.3. Executive shall perform his duties in good faith and in a
manner
which he honestly believes to be in the best interests of the
Company, and with
such care, including reasonable inquiry, as an ordinary prudent
person in a like
position would use under similar circumstances. Executive shall at
all times be
subject to and shall observe and carry out such reasonable rules,
regulations,
policies, directions and restrictions as may be established and
communicated to
him from time to time by the Board of Directors.
4.4. Executive's employment by the Company shall be exclusive.
Therefore, until and unless Executive's employment is terminated
shall not:
(a) directly or
indirectly, for any purposes whatsoever, provide
services to, or be employed in any capacity by, legal or
natural person (other than the Company) while employed by the
Company; and
(b) directly or
indirectly, without Company's written consent,
significantly participate in any business, enterprise or
undertaking. Outside personal, social or charitable
activities are not prohibited so long as Executive's
participation does not impair his performance of his Duties
and obligations under this Amended Agreement.
4.5. Executive acknowledges he is and shall be providing
personal
services of a special, unique, unusual and extraordinary character
requiring
extraordinary ingenuity and effort by Executive. Executive further
acknowledges
Company would suffer continuing and irreparable injury which can
not be not
adequately compensated by an award of monetary damages or through
other legal
remedies. Accordingly, Executive agrees the Company shall be
entitled to such
injunctive relief as may be required to enforce the provisions of
this Section
4. (including sub-section "4.4." immediately above), in addition to
any other
legal remedies it may have.
5. PLACE OF PERFORMANCE, RELOCATION; ELECTION TO TERMINATE
EMPLOYMENT.
5.1. Executive shall perform his duties (except for reasonable
work-related travel) at the Company's corporate headquarters at
1301 N. Tustin
Ave., Santa Ana, CA. 92705, or at such other location as the
Company may
designate in Orange County.
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5.2. Executive shall have the right, in Executive's sole
discretion,
to elect to treat any out of Orange County relocation, as Company's
termination
of his employment "without cause" within the meaning of, and as
provided in,
Section 7.3, below. This right is conditioned on Executive giving
written notice
to Company, within thirty (30) days from receipt of written
notification by the
Company that a decision has been made to relocate, of his election
to exercise
such right. Company shall compensate Executive, as provided in
Section 5.3,
subject to his timely written notice of his election to terminate
his employment
under this Section.
6. COMPENSATION; BENEFITS.
6.1 BASE SALARY.
(a) Subject to
Executive's performance of all his Duties and
obligations under this Amended Agreement, Company shall pay
Executive a base salary at a rate of Four Hundred Twenty Two
Thousand Dollars ($422,000) on a per annum basis, retroactive
to and commencing on March 21, 2008.
(b) Executive's base
salary shall be payable in bi-weekly or
other periodic installments in accordance with the Company's
payroll procedures in effect from time to time. The base
salary is subject to mandatory Federal, State or local
withholdings, e.g. income taxes, FICA, disability,
unemployment, etc.
(c) Executive's base
salary shall be reviewed on or before March
31, 2009 and every 12 months thereafter by the Compensation
Committee of the Company's Board of Directors who shall have
discretion to make further adjustments at such time. In no
event, however, shall Executive's base salary be decreased.
(d) Any reference to
"per annum," "per year" "annual" or any
other time period, in this Amended Agreement, shall not be
construed to create or imply employment for a year or any
other specific term.
6.2 BONUS. Company's Board of Directors and CEO shall determine
the
amount of a bonus to be paid to Executive, within 120 days after
the end of each
fiscal year, i.e. March 31. Company shall pay each such annual
bonus to
Executive no later than 120 days after the end of each fiscal year,
starting
March 31, 2008.
6.3 STOCK OPTIONS. Subject to ratification of the Board of
Directors,
the Company may grant Executive an option to purchase shares of the
Company
(amount of shares and price per share to be determined by the
Company).
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6.4 MEDICAL INSURANCE. Executive shall receive medical, dental,
vision
and/or other health insurance in the same manner and scope as the
Company's
similarly-situated Senior Executives.
6.5 EXPENSES. Company shall reimburse Executive for
appropriate,
reasonable business expenses incurred by Executive, in accordance
with the
Company's general policy applicable to Company's similarly-situated
Senior
Executives. Company shall pay, or reimburse Executive for, the
reasonable costs
for Executive to maintain membership in professional organizations
which relate
to the Company's Business.
6.6 LIFE AND DISABILITY INSURANCE AND RETIREMENT PLAN. Executive
shall
be entitled to participate in any short-term disability plan,
long-term
disability plan and life insurance plan, and any pension or
retirement plan
maintained by the Company for the benefit of Company's
similarly-situated Senior
Executives.
6.7 AUTOMOBILE ALLOWANCE. Executive shall receive an automobile
and
insurance allowance of $1,000.00 per month.
6.8 CELLULAR TELEPHONE. Executive shall receive reimbursement
for
reasonable expenses associated with Executive's use of a cellular
telephone in
performing his services.
6.9 VACATION. Executive shall be entitled to four weeks of paid
vacation for every 12 consecutive months of employment under this
Amended
Agreement or, alternatively, the same amount of vacation to which
Company's
other similarly-situated Senior Executives are entitled, whichever
is greater.
6.10 OTHER EMPLOYEE BENEFITS. Executive shall receive all other
employee benefits and participate in all other employee benefit
plans provided
by the Company to Company's similarly-situated Senior
Executives.
7. TERMINATION.
7.1 BY COMPANY "FOR CAUSE".
(a) Notwithstanding
any other provision in the Amended Agreement,
Company may terminate Executive's employment at any time "for
cause." For purposes of this Section 7.1, "for cause" shall
mean (i) Executive's commission of a felony; (ii) Executive's
commission of a crime or other illegal act involving moral
turpitude; (iii) any willful and dishonest act committed by
Executive; (iv) Executive's material breach of his duties or
obligations under this Amended Agreement.
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(b) Notwithstanding
Company's termination of Executive "for
cause," under this Section 7.1, Company shall pay Executive
all accrued salary, vacation or other pay, expenses,
benefits, and vested stock options, through the date of
termination.
7.2 BY EXECUTIVE "FOR CAUSE".
(a) Notwithstanding
any other provision in the Amended Agreement,
Executive may terminate his employment with Company "for
cause." For purposes of this Section 5.2, "for cause" shall
mean (i) the removal of Executive as Chief Financial Officer
of Company; (ii) any material diminution or modification of
Executive's normal duties, responsibilities and authority
under this Amended Agreement; (iii) any material change in
Executive's direct reporting relationship to the CEO,
including a change in individual assuming the role of CEO;
(iv) any material breach of this Amended Agreement by
Company; (v) the dissolution, or bankruptcy of the Company;
(vi) any person, entity or group of affiliated persons and
entities having more than 50% of the outstanding voting
securities of the Company which sells, transfers, disposes or
otherwise relinquishes their interest in the Company.
(b) If Executive
justifiably terminates his employment "for
cause" under this Section 7.2, Company shall pay and provide
to Executive certain compensation and benefits ("Severance
Package") for a period of twelve (12) months, as more
particularly described in, and subject to, the terms of the
"SEVERANCE AGREEMENT WITH MUTUAL RELEASES" ("Severance
Agreement;" attached hereto as Exhibit "A"). Company's
obligations under the attached Severance Agreement are
conditioned on, and shall not commence until, the occurrence
of each of the following (i) Executive's timely execution and
delivery of the Severance Agreement to Company, within
fifty-three (53) days after Executive gives Company written
notice of the effective date of termination and the reason(s)
therefore and, additionally (ii) the expiration of seven (7)
days, after delivery of the executed Severance Agreement,
without Executive having revoked his acceptance of the
Severance Agreement. In no event, however, shall Company have
any obligation to provide compensation and benefits under the
Severance Agreement (i) while Company is still paying
compensation and providing benefits under the terms of this
Amended Agreement, or (ii) until after the effective date of
Executive's termination.
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(c) Executive shall
not accrue or be entitled to additional "Paid
Time Off," vacation pay, sick pay benefits, non-accrued
bonuses, non-accrued or non vested stock options, or any
other compensation or benefits (employment related or
otherwise), after the effective date of termination, except
as specifically described in sub-section "(b)", immediately
above, and the attached Severance Agreement.
(d) Company also shall
pay and deliver to Executive all accrued
salary, accrued vacation pay, accrued bonuses or other
accrued pay, expenses, benefits, and vested stock options,
through and within three (3) business days following the
effective date of termination, IRRESPECTIVE OF WHETHER THE
ATTACHED SEVERANCE AGREEMENT IS SIGNED.
7.3 BY COMPANY WITHOUT CAUSE.
(a) Notwithstanding
any other provision in the Amended Agreement,
Company may terminate Executive's employment without cause by
giving written notice to Executive. The termination shall
occur and become effective, automatically and without further
notice, sixty (60) days after Company gives written notice to
Executive of its intent to terminate Executive's employment
without cause. During this sixty (60) interval between
Company's notice of termination and the effective date of the
termination, Executive shall continue to receive all
compensation and benefits provided in this Amended Agreement.
(b) If Company
terminates Executive's employment "without cause"
under this Section 7.3, Company shall pay and provide to
Executi
