August 26, 200X
Shannon P. Kelley, DVM
Nelson Parkway,
Our Town, USA
Dear Doctor Kelly:
This
informal, but legally binding letter agreement is intended to set forth the details
of your employment with Veterinary Care
Associates, LLC, (Employer), Heights Road
Anytown, USA.
If this agreement meets
with your approval, please sign two copies and return them to me at your
earliest convenience.
1. EMPLOYMENT:
Employer agrees to employ
you and you agree to accept employment from Employer and render veterinary
medicine services in a manner determined by the Director of Medicine and
permitted by the laws of the State of New York and the applicable canons of the
highest standards of professional ethics and practice.
2. TERM:
The term of your employment
with Employer will be for a twenty four (24) month
period commencing September 3, 200X and terminating August 31, 200Y. Although this letter agreement speaks to a twenty four (24) month term of employment of, if the state
of your employment is mutually satisfactory, then, we may extend the terms of
this employment agreement for an additional employment period.
Your employment is subject
to your representation you are duly licensed to practice veterinary medicine
pursuant to Article 135, Title 8 of the Education Law of the State of New York
and contingent on you maintaining a license to practice veterinary medicine in
the State of New York; fulfilling the continuing education requirements and
other requirements for licensure set forth by the New York Board of Veterinary
Medical Examiners and the Director of Veterinary Medicine of Employer.
This Agreement shall be
subject to termination without cause by Employer upon two (2) weeks written
notice that specifies the date of termination.
Said notice shall be sent to you by certified mail, return receipt
requested.
Shannon P. Kelley, DVM
August 26, 200X
Page 2
This agreement shall also
be subject to immediate termination with cause by Employer if:
A. You are not
authorized to practice veterinary medicine in the State of New York or are
sanctioned or otherwise disciplined by any duly constituted authority.
B. You have become ineligible for standard premium professional
liability insurance.
C. You are
absent on account of disability, sickness or any other reason that prevents you
from discharging the scope of your duties for a period of more than thirty (30) days.
D. You act in a
manner contrary to the professional code of ethics or are arrested and
convicted of a felony or a crime.
E.
Your professional or personal conduct is detrimental to or
inconsistent with the best interests of Employer.
If Employer terminates your
employment in accordance with the with cause provisions described in paragraph
2, you will not receive any salary continuance; if your employment is
terminated without cause, your salary will continue for two (2) weeks or until
you obtain other employment or engage in self employment practice, whichever
occurs first.
Upon termination of this
employment agreement, the restrictive covenant and non-solicitation provision
as well as the applicable professional insurance premium recovery provisions of
this agreement will become effective.
3. SCOPE OF
DUTIES
During the
period of your employment, you will work a clinical schedule of forty hours or
five days a week including two nights each week and two Saturdays every month.
In addition to your regular schedule, you agree your
professional duties may require you to work on Sunday in accordance with a
schedule as directed and determined by the Director of Medicine.
You shall also be required to answer emergency calls
and be on emergency call during
the term of this agreement.
In the event you elect to take vacation time during a
period when you are scheduled to work on either a Saturday or Sunday, you agree
to work or answer emergency call for an equal number of said days during the
vacation of another staff veterinarian or at any other such time as may be
required by Director of Medicine.
Shannon P. Kelley, DVM
August 26, 200X
Page 3
You’re clinical and on call
schedule and off day will be set forth and scheduled by Director of Medicine
and may be changed from time to time as deemed necessary by Employer.
In addition to your
clinical schedule, you will also schedule administrative hours that will enable
you to discharge the duties enumerated below.
A.
Taking X-rays and performing diagnostic investigations
required in the clinical treatment of patients.
The records of said tests and investigations will be the sole property
of Employer and must be maintained in the office of Employer.
B. Keeping and
maintaining current and appropriate records that relate to the professional
services you render. Said records are
the sole property of Employer.
C. Proof read
all reports or other patient or client correspondences within one (1) working
day. X-ray interpretations, written
reports and telephone consultations and follow up will be done on the same day
X-rays are received or taken and patients are seen.
D. Attending all staff meetings.
E. Attending
and giving testimony at any investigative or judicial hearing or proceeding that is required
in the normal course of clinical practice.
F. Following through on all patients in distress.
G. Performing any
other duties the Director of Medicine may reasonably direct.
6.
EXCLUSIVE EMPLOYMENT:
During
the period of your employment, you will practice veterinary medicine as an
employee of Veterinary Care Associates,
LLC and devote
your entire time, effort, knowledge and skill to said practice.
Although
you will not engage in any outside veterinary medical employment, you may
engage in non-veterinary employment if said employment does not interfere with
your in-office clinical hours or the scope of duties set forth by the Director
of Medicine. Employer must approve in
writing any request regarding outside employment.
During the initial twelve month term of your employment, you will be paid a
salary equivalent to $85,000 per annum or $7,083.33 per month; during the
subsequent twelve month employment term, you will be paid a salary equivalent
to $90,000 per annum or $7,500 per month.
Shannon P. Kelley, DVM
August 26, 200X
Page 4
You are also eligible for Tier One
bonus compensation in an amount up to 15% of your annual salary or $12,750.
The specific amount of bonus
compensation will be determined by a performance review conducted within thirty (30) to forty five (45) days after the end of each
calendar quarter of the employment period.
Eligibility will be determined based upon the goals and objectives are
set forth in paragraph 8.
8. PERFORMANCE REVIEW:
During the period of your
employment, the Director of Medicine will evaluate how you perform the scope of
your duties. In addition to informal
discussions, we will schedule a formal performance review in accordance with
the time-table set forth in paragraph 5.
In addition to your
clinical competence, there are several other performance standards
which are essential to your professional success:
A. Acceptance of you by clients, practice personnel and professional
referents.
B. Productivity
as well as efficiency in handling matters that concern clients and patients.
C. Willingness to provide cost-effective patient treatment.
D. Willingness
to comply with veterinary medicine quality assurance parameters, review
criteria and practice guidelines set forth by the Director of Medicine.
E. Willingness
to enroll in continuing education courses in order to maintain licensure and
keep abreast of the latest advances in clinical medicine
F.
Willingness to obtain membership and maintain active
participation in such veterinary medical societies the Director of Medicine may
direct.
G.
Willingness and desire to accept the clinical as well as
administrative, management and marketing responsibilities of practice.
In addition to these
qualitative expectations, we must also establish performance objectives for you
and Employer for the initial twelve (12) month period of your employment.
During the initial twelve month period of your employment, your production
should approximate $435,000 or $36,325 per month. You should also maintain an average charge
per client transaction (ACT) of $145.00.
Shannon P. Kelley, DVM
August 26, 200X
Page 5
Director of Medicine will establish performance objectives for the second
year of your employment within thirty (30) to forty five (45)
of the end of the first year of your employment.
9. BUSINESS EXPENSES:
Employer will pay for the
cost of your professional liability insurance as well as other professional
expenses, such as AVMA, AAHA and state association dues, New York State license
fees as well as New York State and federal drug license fees et cetera.
Employer will also pay for
health insurance in amount not to exceed $4,500 per year.
You will also eligible for customary
continuing education reimbursement during the period of your employment. Employer will reimburse you for travel
expense and tuition up to $1,500 to attend professional education program(s)
you request and the Director of Medicine approves. Employer will also authorize a three (3) day continuing-education leave-of-absence for you to attend said
continuing education program(s).
You may forgo customary
continuing education and register for a twenty two (22) day
continuing education program in acupuncture with the stipulation you will enroll
in said course during year two of your employment period.
You agree to accrue the
requisite continuing-education leave-of-absence for said program in the
following manner: six (6) days year one and
year two continuing-education leave-of-absence; ten (10) days year one and year
two sick leave and six (6) scheduled off days.
In the event you or
Employer do not extend the terms of this employment agreement for an additional
employment period, the customary continuing education reimbursement provision
set forth in this agreement will become effective.
You agree to reimburse
Employer for any additional continuing-education-leave–of absence cost incurred
for you to attend the aforementioned acupuncture program.
Unused continuing education days can
not be carried over to a succeeding year nor will they be paid for.
10. VACATION & HOLIDAY POLICY:
You shall be entitled to
two (2) weeks paid vacation during each continuous twelve (12) month employment
period. Upon the completion of the fifth
year of your employment, you shall be entitled to three (3) weeks paid vacation
per annum.
Shannon P. Kelley, DVM
August 26, 200X
Page 6
You must take vacation in
two (2) one (1) week periods. It is further understood that you must request
vacation time twelve (12) weeks in advance of said vacation.
Employer must approve in writing any vacation
request. You understand said approval is
subject to change should an unforeseen event(s) arise.
You shall also be entitled to six (6) paid holidays:
New Years, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
You shall follow through on all patients in distress on the aforementioned holidays in accordance with a
call schedule set forth by Director of Veterinary Medicine.
11. SICK
PAY:
In the case of any absence
due to illness or injury, your weekly compensation will continue for a period
not to exceed five (5) days in any continuous twelve (12) month employment
period.
Sick leave in excess of five
(5) days will be without pay. Unused
sick days cannot be carried over to a succeeding year without the written
consent of Employer.
In the case of absence due
to partial or complete disability, your compensation will continue two (2)
weeks during any continuous twelve (12) month employment period.
12. NO OWNERSHIP INTEREST:
During the twenty four (24) month period of your employment, said employment
will not entitle you to a financial interest in any tangible or intangible
practice asset of Employer.
13. RESTRICTIVE COVENANT:
During the course of your
employment, Employer will introduce you to his veterinary medical contacts,
referents, clients et cetera.
Upon cessation of
employment, if you practice in the prime catchments area of Employer, you will
cause damage to the practice of Employer.
Therefore, you agree not to
enter into the practice of veterinary medicine in any manner or capacity within
a radius of eight (8) miles of any office then maintained by Employer or its
successors for a period of two (2) years from the date of said cessation of
employment.
You agree this restriction
will apply if your employment is terminated at any time and for any reason
during the period covered by this agreement.
Shannon P. Kelley, DVM
August 26, 200X
Page 7
You expressly agree that Employer
is empowered to enforce this restrictive covenant by obtaining an injunction in
a court of law or equity. Whatever
portion of the two (2) year period that has not expired as of the date the
covenant was first violated shall run from the date of final judication of the
claim for injunctive relief.
In the
event of your actual or threatened breach of the provisions of this paragraph,
Employer shall be entitled to an injunction restraining you there from. Nothing
shall be construed as prohibiting the Employer from pursuing any other
available remedies for such breach or threatened breach, including the recovery
of damages from you.
You agree you will be
liable for any cost Employer incurs to enforce this agreement.
You also
agree that any breach of this contract, including but not limited to a failure
to complete the contract period, will result in forfeiture of any and all
monies held as retainer against any bonus money due you.
15. NON-SOLICITATION COVENANT:
If your employment
terminates at any time and for any reason during the period covered by this
agreement, you agree that in no event will you use direct mail, personal
correspondence, telephone calls or personal meetings, et cetera, to solicit,
directly or indirectly, any client served by Employer nor will you solicit,
directly or indirectly, any professional referent or third party who has
entered into a contract with Employer or any staff person employed by Employer for
a period of at two (2) years from the date of termination of your employment.
16. CONDIFENTIAL
INFORMATION. You acknowledge you and
Employer have a relationship of trust and confidence. In the course of your employment, you will
have access to proprietary information of Employer which includes, but is not
limited to: names and addresses of
clients; patient records; financial records; fee and billing information;
marketing data; names and addresses of employees of Employer as well as human
relations records and other information such as vendor names, addresses and
other information and additional confidential information belonging to Employer.
You further acknowledge this confidential and
proprietary information is the property of Employer. It is essential it be kept secret for the
protection of Employer and his competitive market position.
You agree to hold and safeguard said confidential, proprietary
information in trust for Employer, its successors and assigns. During and subsequent to the period of your
employment, you agree you will not use or divulge said confidential, proprietary
information directly or indirectly without prior written consent of
Employer.
Shannon P. Kelley, DVM
August 26, 200X
Page 8
You acknowledge you have fully discussed the terms
and conditions of your employment with Employer prior to the execution of said
agreement and you understand and accept these terms and conditions as a member
of the professional staff of Employer.
You also covenant and agree you
will not discuss the financial terms of this Employment Agreement with anyone
except Employer or Director of Medicine.
I trust that this proposed
employment agreement meets with your approval.
If you wish to discuss any of the details of the agreement, please call
me.
Sincerely,
Gordon V. Christopher, DVM
Director of Medicine
MP/h
Agreed and accepted this _____ day of _________________, 200X.
__________________________________ __________________________________
Director of Medicine