Sorry for the salt in the wound, longs, but I couldn't resist posting the following from the 10K. In particular, note the section entitled "Fringe Benefits."
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Amended and Restated Agreement") is made and entered into as of the 24th day of July, 1998, by and between PHP Healthcare Corporation, a Delaware corporation (the "Company"), and Jack M. Mazur, an individual (the "Executive") (hereinafter collectively referred to as the "Parties").
WHEREAS, the Executive and the Company entered into an employment agreement dated as of May 1, 1992 ("Employment Agreement");
WHEREAS, the Company continues to desire to employ the Executive as its Chief Executive Officer and the Executive continues to desire to serve the Company as its Chief Executive Officer;
WHEREAS, the Company and the Executive desire to amend and restate the Employment Agreement as set forth herein:
NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Term. Subject to the provisions for termination set forth in Section 8, the initial term of employment under this Amended and Restated Agreement shall be for a period of three (3) years commencing on the date hereof and shall be automatically extended for additional one (1) year periods, unless one of the Parties shall give written notice to the other on or before the date which is fifteen (15) months prior to the expiration of the current term of the Amended and Restated Agreement of such Party's election not to so extend this Amended and Restated Agreement.
2. Employment. (a) The Executive shall be employed as the Chief Executive Officer of the Company or in such other senior executive capacity as may be mutually agreed to in writing by the Parties. The Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in a similar executive capacity. He shall also promote, by entertainment or otherwise, the business of the Company. The Executive shall report to the Board of Directors of the Company (the "Board"). All other officers of the Company shall report to the Executive or such person(s) as the Executive designates from time to time.
(b) Excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during the usual business hours to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to the Executive hereunder. Subject to the foregoing, the Executive may (i) serve on corporate, trade group, civic or charitable boards or committees, (ii) manage his personal, financial and legal affairs, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions or programs, and (iv) invest personally in any business in a private capacity where no actual conflict of interest exists between such investment and the business of the Company.
3. Base Salary. The Company agrees to pay or cause to be paid to the Executive during the term of this Amended and Restated Agreement a base salary at the rate of $675,000 per annum or such larger amount as the Board may from time to time determine (hereinafter referred to as the "Base Salary"). Such Base Salary shall be payable in accordance with the Company's customary practices applicable to its senior executives. Such rate of salary, or increased rate of salary, if any, as the case may be, shall be reviewed at least annually by the Board and may be further increased (but not decreased) in such amounts as the Board in its discretion may decide.
4. Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company and made available to employees generally including, without limitation all pension, retirement, profit sharing, savings, medical, hospitalization, disability, dental, life or travel accident insurance benefit plans. The Executive's participation in such plans, practices and programs shall be on the same basis and terms as are applicable to senior executives of the Company generally. The Executive shall receive service credit under any such plans, practices and programs for the entire term of his employment with the Company since March 1, 1976.
5. Executive Benefits. The Executive shall be entitled to participate in all executive benefit or incentive compensation plans now maintained or hereafter established by the Company for the purpose of providing compensation and/or benefits to executives of the Company including, but not limited to, the Company's 1986 Stock Option Plan, the Company's 401(k) Plan, the Company's Earnings Growth Incentive Plan and the Company's Stock Appreciation Incentive Plan, the 1996 Incentive Plan, and any supplemental retirement, salary continuation, stock option, deferred compensation, supplemental medical or life insurance or other bonus or incentive compensation plans. Unless otherwise provided herein, or in the terms of such executive benefit or incentive compensation plans, the Executive's participation in such plans shall be on the same basis and terms as other similarly situated executives of the Company, but in no event on a basis less favorable in terms of benefit levels or reward opportunities applicable to the Executive as in effect on the date hereof. No additional compensation provided under
any of such plans shall be deemed to modify or otherwise affect the terms of this Amended and Restated Agreement or any of the Executive's entitlements hereunder. The Executive shall receive service credit under any such plans, practices and programs for the entire term of his employment with the Company since March 1, 1976.
6. Other Benefits.
(a) Fringe Benefits and Perquisites. The Executive shall be entitled to receive all fringe benefits and perquisites (including, without limitation, those fringe benefits and perquisites listed in this Section generally made available by the Company to its executives.
(1) Tax Preparation and Estate Planning Assistance. The Company shall provide, at its cost, tax preparation and estate planning assistance for the Executive, to be furnished by such advisors as chosen by the Executive, up to a maximum of $25,000 per year.
(2) Limousine. The Company shall provide, at its cost, a chauffeured limousine for the Executive for his personal use outside of the local Washington D.C. area.
(3) Airplane. The Company shall provide, at its cost, an airplane for the Executive's use, up to a maximum cost of $40,000 per year for such use.
(4) Club Dues. The Company shall provide the Executive with an allowance of $10,000 per year for the dues and other annual membership costs of The City Club and the Avenel Country Club (separate and apart from incidental and ordinary business reimbursements associated with the business use of such facilities).
(5) Medical Examination. The Company shall provide, at its cost, a medical examination for the Executive on an annual basis at a medical clinic selected by the Executive.
(6) Life Insurance. The Company shall provide (i) at its cost, supplemental multi-year, renewable term life insurance coverage for the Executive in the amount of $3.0 million (substantially similar to that provided by Phoenix Home Life Insurance Co. Policy No. 2719663) and (ii) loans to fund the premiums on split dollar life insurance coverage for the Executive in the amount of $5.0 million (substantially similar to that provided by Phoenix Home Life Insurance Co. Policy No. 2579828).
(b) Expenses. The Executive shall be entitled to receive prompt reimbursement of all expenses reasonably incurred by him in connection with the performance of his duties hereunder or for promoting, pursuing or otherwise furthering the business or interests of the Company.
(c) Office and Facilities. Consistent with his senior executive
status hereunder, the Executive shall be provided with an appropriate office at the Company's executive offices and such other place as may be mutually agreed upon by the Parties and with an executive assistant selected by the Executive to provide organizational, writing, analytical, secretarial and other support services. |
