Employment Agreement and Non-Competition Agreement

Employment Agreement and Non-Competition Agreement between Physician and Medical Practice Providing Services as a Limited Liability Partnership

Employment Agreement made on the , between of , referred to herein as Employee, and , a limited liability partnership organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Medical Group.

I. Employment. The Medical Group hereby employs Employee as a physician in the specialty of and the Employee accepts such employment in accordance with the terms and conditions of this Agreement.

II. Term of Employment. The term of Employment shall begin on , and extend to , and shall be extended automatically for successive periods of one year each upon the same terms and conditions set forth in this Agreement unless this Agreement is terminated as provided in this Agreement.

III. Duties of Employee.

A. Job Assignment. The duties of the Employee are generally described as follows:

The duties of the Employee are also more specifically set forth below in this Agreement.

B. No Other Employment Allowed. The Employee agrees to devote his best efforts and all of his time and attention exclusively to the medical practice of the Medical Group exclusive of such vacation periods and other time off as provided in this Agreement. The Medical Group realizes that the Employee may and is encouraged to engage in civic and charitable activities as long as such devotion of time and energy does not interfere with the Employee's obligations under this Agreement.

C. Assignment of Duties by Medical Group. The Employee may be assigned other duties from time to time including the requirement that the Employee be “on duty” or “on call” at night or on weekends and holidays. These assignments will be rotated in a reasonable manner. The Employee shall also perform such additional duties as may be required by the Medical Group from time to time without having any effect upon other terms of this Agreement.

D. Records. Employee is required to keep and maintain records relating to all professional services rendered in the form and manner as required by the Medical Group from time to time. The Employee will also be required to prepare reports, claims and correspondence as required. All of these records and related materials belong to the Medical Group as do all case records, case histories, medical records, and other files concerning patients of the Medical Group or patients who have been serviced by the Medical Group. On termination of employment, Employee shall not be entitled to keep or to reproduce records or charts of Medical Group related to any patient unless the patient shall specifically request that his or her records be transmitted to Employee.

E. Normal Working Hours. The Employee is expected to work at least hours per day and hours per week, Monday through Friday. The working hours are normally to but may be determined differently by the Medical Group from time to time. The Employee may also be required to work some nights and weekends in order to accommodate the patients cared for by the Medical Group.

F. Board Certification. The Employee agrees to take an examination for Board Certification in as soon as the Employee is eligible and to pay all expenses in connection with the certification process.

G. Hospital Privileges. This Agreement is subject to and conditional upon the Employee obtaining privileges for the practice of at . If the Employee does not obtain such privileges or does not maintain the privilege, the Medical Group may terminate this Agreement immediately.

H. Promoting the Medical Group. The Employee may be requested to promote the interest of the Medical Group by way of entertainment or otherwise and should do so willingly as permitted by the Canons of Professional Ethics.

I. Continuing Education. Employee shall devote a reasonable amount of time attending professional conventions and otherwise participating in continuing education in order to improve and maintain his professional skills. The cost of tuition and registration for such activities will be paid for by the Medical Group; however, the Employee shall pay all other expenses in connection with such activities unless otherwise agreed to by the Medical Group.

J. Professional Memberships. The Employee is required at his own expense to maintain membership in the Medical Society and in the following organizations:

K. Expenses and Facilities. The Medical Group is required to provide adequate facilities, equipment and supplies as necessary for the Employee to properly perform his duties under this Agreement. It will be the Employee's responsibility to pay expenses for his personal automobile, home telephone and other miscellaneous expenses as required to properly carry out the terms and conditions of this Agreement.

L. Automobile. Since the Employee is required to use his personal automobile on the business of the Medical Group, it is required that the Employee provide and maintain an automobile for such duties and to pay insurance in connection with the automobile, which policies shall be required to be satisfactory to the Medical Group and shall include these minimal terms of liability:

Employee shall also provide an endorsement on the policy of insurance in favor of the Medical Group.

IV. Compensation

A. Salary. The Medical Group shall pay Employee $ per month as salary in accordance with this Agreement. The payments will be made on the day of each month. The amount of salary may be increased by the Medical Group from time to time. Any such changes in salary shall be set forth in writing by the Medical Group and attached to and made a part of this Agreement.

B. Share of Profits. In addition to the salary paid to the Employee, the Employee shall also be paid a bonus which will be determined as follows:

1. The net profit of the Medical Group will be determined after paying base salaries to all Employees and deducting operating expenses and all other proper deductions, but prior to deductions for taxes on income.

2. The net profits determined as set forth above shall be multiplied by %. The result shall be further multiplied by a fraction of which the numerator is the salary of the Employee and the denominator is the total salary of all Employees of the Medical Group.

3. This bonus which is to be paid to the Employee shall be computed on a quarterly basis and paid within days of the end of the calendar quarter. The Medical Group is free to make advance payments at an earlier time subject to modification in accordance with the final calculations which are to be made at the end of the fiscal year.

V. Benefits.

A. Holidays.

1. The Employee will be entitled to paid holidays each year plus personal days. The Medical Group will notify the Employee as much in advance as practical with respect to the holiday schedule. The holidays which are generally observed by the Medical Group are as follows:

(e.g., New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day). Additional holidays may be allowed for holidays that fall on weekends.

2. The personal days are to be scheduled in advance to the mutual convenience of the Employee and the Medical Group. Such personal days must be taken during the calendar year and cannot be carried forward into the next year.

3. The Employee will not be entitled to any personal days unless the Employee has been employed for a period of months during the calendar year. If the Employee has been employed for less than the required time, the Medical Group may, in its own discretion, allow the Employee a reduced number of personal days.

B. Vacations. The Employee shall be entitled to vacations computed as follows:

1. Vacation pay is based upon the salary of the Employee without consideration for bonuses or other supplemental compensation.

2. All vacations shall be scheduled subject to the approval of the Medical Group.

C. Medical Meetings. The Employee shall be allowed days with pay in order to attend medical meetings in any calendar year provided that the Employee shall pay all expenses in connection with attendance at such meetings.

D. Death Benefit. If the Employee shall die while this Agreement is in force, in addition to any other benefits, the Employee's surviving spouse or, if the Employee is not survived by a spouse, the Employee's estate, shall be paid $.

E. Family Emergencies. If a member of the Employee's immediate family dies or becomes critically ill, the Employee will be allowed days of leave with pay. Additional time may be granted, without pay, upon approval of the Medical Group.

F. Medical and Dental Benefits. The Medical Group agrees to include the Employee in the medical and dental benefit plans attached hereto as Schedule One. The Employee shall refer to the plans for additional information with respect to coverage and handling of all claims. The Employee's family is also eligible for this coverage.

VI. Charges to Patients. All charges and fees which are collected for medical services of the Employee shall be paid to the Medical Group promptly and in full.

VII. Insurance and Indemnity

A. Insurance. The Medical Group shall maintain and pay a premium for insurance on behalf of the Employee for medical malpractice of the Employee in an amount to be determined by the Medical Group.

B. Indemnification. The Employee shall hold the Medical Group harmless and indemnify the Medical Group and its successors and assigns against any and all liabilities and expenses, including attorney's fees, which result from any acts and omissions of the Employee.

VIII. Patients. All patients with whom the Employee deals and performs services are to be treated as and are patients of the Medical Group. These patients shall remain patients of the Medical Group after the termination of this Agreement.

IX. Termination of Employment.

A. Death of Employee. This Agreement shall terminate upon the Employee's death.

B. Termination for Breach of Agreement. If the Employee violates any of the provisions of this Agreement, the Medical Group may terminate the Employment under this Agreement immediately without further obligation except to pay the Employee for compensation earned prior to the termination of this Agreement.

C. Termination for Cause. Medical Group shall have the right at any time, by written notice to Employee, to terminate the employment term and to discharge Employee for cause if any one of the following events shall occur during the term of employment:

1. Suspension, revocation or cancellation of the physician's license in the State of , or the placing or imposing of any restrictions, limitations or conditions on physician by any governmental authority or duly constituted board or committee having jurisdiction over Employee.

2. Employee is not granted or loses full and unrestricted privileges to render the professional services at any hospital.

3. Employee has any restrictions, limitation or any condition placed on his privileges at any hospital.

4. Employee fails or refuses to comply with terms of this Agreement or with policies, standards and regulations of the Employer regarding the operation of the practice after receiving written notice from the Employer of the failure and without correcting the failure or refusal within a specified time of that written notice.

5. Employee is unable to fulfill the essential provisions of the Agreement because of death or because of a disability that prevents the Employee, with or without reasonable accommodation, from performing the professional services called for under the agreement for a specified period.

6. Employee is indicted, convicted, pleads nolo contendere or pleads guilty to any felony, or, in Employer's sole determination and discretion, is involved in or associated with any act of moral turpitude.

X. Illness or Disability of Employee.

A. Sick Leave. The Employee is allowed sick days per year. Sick days are not cumulative and are not to be carried from year to year. Sick days may not be taken as personal days or vacation days and are intended only for use when an Employee is sick.

B. Suspension of Compensation. If the Employee shall become unable to attend to the duties of employment, the Employee shall be required to use up all sick leave, personal leave and vacation time in order to receive compensation for the period of illness. Once the Employee uses up all periods of paid employment, the Medical Group may suspend all further payments to the Employee for salary or bonuses and all other related compensation. In that event, the Employee may still be entitled to long term disability if such a policy is in effect. The Medical Group will recommence the payment of salaries, bonuses and other compensation at such date as the Employee shall resume and perform the Employee's duties under this Agreement.

XI. Covenant not to Compete.

Upon termination of Employment the Employee agrees not to engage in the practice of the specialty of in any way, at any hospital, clinic, office or other institution with which the Medical Group has agreements with respect to the practice of or with which the Medical Group has entered into negotiations with respect to such Agreements while the Employee was employed by the Medical Group. This limitation on the Employee shall apply for a period of from the termination of Employment and shall extend and be applicable within a -mile radius of any present or future office of the Medical Group.

XII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XV. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XVI. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

XVII. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XVIII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XIX. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XXI. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XXII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.