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HQHealthQuest Medical & Wellness Centers, Ltd.
STEPHEN H. M.
SWIFT EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT (this "Amendment") is entered to be
effective as of the 1st day of January, 2005, (the " Effective Date "), by
and between HQHealthQuest
Medical & Wellness Centers, Ltd. , an Oklahoma
corporation (the " Company "), and
Stephen H. M.
Swift (the " Employee
").
For valuable consideration , the Company and the Employee
agree as follows:
(A)
Employment
. The Company hereby employs the Employee and the
Employee hereby accepts employment with the Company for the
period and upon the terms and conditions contained in this
Agreement. The Employee hereby
expressly acknowledges that the ownership of stock in the
Company is not a guaranty of employment or continued
employment with the Company.
(B)
Duties;
Authority . The Employee shall have the
title of A Chairman of the
Board of Directors, Chief Executive Officer and President
@ of the Company
and shall have those duties, responsibilities and authority
set forth in respect to these positions in the By-Laws of the
Company adopted on November 8, 2004, and such additional
duties, responsibilities and authority as may from time to
time be mutually agreed between the Employee and the
Company. Further, whenever a subsidiary of the
Company is formed or acquired, the Employee shall have the
same title, duties, responsibilities and authority in the
subsidiary, unless otherwise agreed between the Company and
the Employee, and this Agreement shall govern the
Employee’s employment under any such subsidiary unless
otherwise determined by the Company and the
Employee. When applicable, the term
“Company” shall include any subsidiary of the
Company.
(C)
Performance
. During the term of employment under this
Agreement, the Employee shall devote on a full-time basis his
time, energy, skill and best efforts to the performance of his
duties hereunder in a manner that will faithfully and
diligently further the business and interests of the
Company. The Employee shall comply with the
employee policies or written manuals of the Company as they
exist from time to time as applicable generally to the Company
= s CEO or
employees.
(D)
Resignation from
Office. The Employee hereby irrevocably
resigns from every position the Employee holds in the Company
or any subsidiary controlled by the Company, including
directorships and offices in the Company or any subsidiary
controlled by the Company, on the date of the involuntary
termination of the Employee’s employment with the
Company for cause.
2.
Term
.
Unless
otherwise terminated in accordance with Sections 4, 6 or 7 of
this Agreement, the term of employment hereunder (the
A Initial Term
@ ) shall be for a
period of five (5) years from the Effective Date of this
Agreement, and thereafter will automatically renew for
successive two year terms (the @ Renewal Terms
@ ) unless either
party serves notice in writing upon the other party, at least
180 days prior to the expiration of a Term, that such party
elects not to renew the Employee = s employment
under this Agreement for the next succeeding
term. If the Employee = s employment is
terminated as set forth herein, the Term shall end on the
effective date of such termination of
employment. The A Initial Term
@ and A Renewal Terms,
@ if any, are also
sometimes collectively referenced herein as the A Term @ .
3.
Compensation for Employment .
(A) During
the term of this Agreement and until the date when the first
clinic opens for business, the Company shall provide and pay
the following benefits and compensation to the
Employee:
(i)
Base
Salary . The initial base annual
compensation of the Employee for his services as an employee
of the Company under this Agreement shall be $180,000 and
shall commence on the Effective Date, which the Company shall
pay to the Employee in equal installments and in accordance
with the normal payroll policies of the Company;
and
(ii)
Insurance
. The Company shall pay to the Employee
= s health
insurance carrier an amount sufficient to pay the premium
(standard premium not increased or rated for any reason) for
the Employee and his dependents for health and dental
insurance with the same coverage offered to the other
employees of the Company. The Company shall not be
obligated to provide the benefits provided under the terms of
this Section 3(a)(ii) after the termination of the
Employee’s employment hereunder if the Employee is
terminated for cause; and
(iii)
Payment and
Reimbursement of Expenses . The Company
shall pay or reimburse the Employee for all reasonable travel
and other expenses incurred by the Employee in the
organization of the Company or in the performance of his
obligations under this Agreement, in accordance with the
policies and procedures of the Company. Such
expenses shall include, but not be limited to, expenses
incurred before the Effective Date and expenses for
attendance at medical/spa and related seminars, conferences
and continuing education meetings and trade shows, as well as
expenses related to the organization of the Company, provided
that the Employee properly accounts for such expenses in
accordance with the regular policies of the
Company.
(B) During
the term of this Agreement and from and after the date when
the first clinic opens for business, the Company shall provide
and pay the following benefits and compensation to the
Employee:
(i)
Base
Salary . The base annual compensation of
the Employee for his services as an employee of the Company
under this Agreement shall be $250,000, which the Company
shall pay to the Employee in equal installments and in
accordance with the normal payroll policies of the
Company. The base salary shall be reviewed at
least annually by the Company, and the salary may be
increased, but not decreased, during the Term;
(ii)
Incentive
Compensation . The Employee shall be
eligible to receive incentive bonuses and other compensation
on terms and conditions to be determined by the Board of
Directors each year based upon the performance of the Company
and the Employee = s contribution
to such performance. The incentive
compensation shall be reviewed at least annually by the
Company;
(iii)
401(k)
Plan . The Company shall institute a 401(k)
Plan or similar benefit to take effect at some time during
the first two years of operation of the first clinic to be
operated by the Company and shall match the Employee
= s contribution,
within the contribution schedule set by the Company, during
each year of operation of the Company during the Term; any
such plan or arrangement shall be revocable and subject to
termination or amendment at any time;
(iv
Payment and
Reimbursement of Expenses . The Company shall pay or
reimburse the Employee for all reasonable travel and other
expenses incurred by the Employee in the organization of the
Company or in the performance of his obligations under this
Agreement, in accordance with the policies and procedures of
the Company. Such expenses shall include, but not
be limited to, attendance at medical/spa and related
seminars, conferences and continuing education meetings and
trade shows, provided that the Employee properly accounts for
such expenses in accordance with the regular policies of the
Company;
(v)
Insurance
. During the Term, the Company shall pay to the
Employee = s group health
insurance carrier an amount sufficient to pay the premium
(standard premium not increased or rated for any reason) for
the Employee and his dependents for health and dental
insurance with the same coverage offered to the other
employees of the Company, disability insurance in the amount
of two times the Employee = s annual base
compensation under such terms and conditions as the Company
shall determine, and life insurance with a death
benefit of not less than two times the Employee = s annual base
compensation. Further, during the Term, the Company shall
provide the Employee at the Company = s expense, an
annual physical examination. The Company shall not
be obligated to provide the benefits provided under the terms
of this Section 3(b) after the termination of the
Employee’s employment hereunder if the Employee is
terminated for cause; provided, that, in the event the
Employee disputes the grounds given for the termination, the
benefits provided under the terms of this Section 3(b)(v)
after the termination of the Employee’s employment
hereunder shall be provided until the grounds are established
in an arbitration, litigation or mutually agreed resolution,
but under no circumstances shall such benefits be provided
for more than one year from the date of termination
regardless of the existence of a dispute regarding the
grounds or justification for termination;
(vi) Other
Benefits . During the Term, the Employee
shall be entitled to participate in or receive benefits under
any plan or arrangement made available by the Company to its
employees generally (including any health, dental,
disability, and life insurance programs), subject to and on a
basis consistent with the terms, conditions and overall
administration of such plans and arrangements. Any
such plan or arrangement shall be revocable and subject to
termination or amendment at any time; and
(vii) Vacation
. The Employee shall be entitled to four (4) weeks
paid vacation during each year of the Term. Such
vacation shall be taken at times consistent with the
effective discharge of the Employee = s
duties. Such vacation shall be deemed fully earned
at the beginning of each year of the Term. For
purposes of vacation, the Employee’s employment shall
be determined to have commenced on the Effective
Date.
4.
Termination.
(A)
Termination Without Cause .
(i)
Termination By the Company .
(a) The
Company may terminate the employment of the Employee at any time
without Cause for any reason whatsoever and without prior
notice. The reduction, in any manner or to any extent,
of any of the duties, responsibilities, authority or compensation
of the Employee, or the alteration of the title of the Employee,
without the Employee’s consent, shall constitute termination
without cause.
(b) Upon
termination of the employment of the Employee without Cause,
whether during or at the end of a Term, the Company shall pay
and provide, and the Employee shall be entitled to
receive: (i) within thirty (30) days following the
termination, a lump sum payment of any unpaid salary and
unused vacation accrued through the date of termination;
(ii) within thirty (30) days following the termination,
a lump sum payment of any unreimbursed business expenses
properly incurred prior
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