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Chief Financial Officer Employment Agreement

This is an actual contract by American Health Properties.

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Sectors: Real Estate
Governing Law: Colorado , View Colorado State Laws
Effective Date: January 24, 1996
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AMERICAN HEALTH PROPERTIES, INC.


EXECUTIVE EMPLOYMENT AGREEMENT


WITH


MICHAEL J. McGEE


This Executive Employment Agreement (the "Agreement") is entered into as of January 24, 1996, between AMERICAN HEALTH PROPERTIES, INC., a Delaware corporation (the "Company") and MICHAEL J. McGEE, an individual ("Executive").


1. EMPLOYMENT AND TERM


The Company agrees to employ Executive for the period commencing on the day and the year first written above and ending on the earlier of: (a) the date of termination of Executive's employment in accordance with Section 4(a)-(c) below or (b) the date that is two (2) years from the date the Company provides Executive with written notice of termination of Executive's employment. The Board of Directors of the Company (the "Board") shall review the terms of Executive's employment on an annual basis and shall make such modifications to the terms as the Board in its discretion shall deem appropriate and as Executive shall consent.


2. DUTIES


(a) Executive shall serve in the capacity of Senior Vice President and Chief Financial Officer. Executive shall perform such services and duties as are usually associated with such positions as well as those decided upon by the President and the Board.


(b) Executive shall devote his full business time and energy to the business and affairs of the Company and shall use his best efforts and abilities faithfully and diligently to promote the business interests of the Company and its subsidiaries as directed by and to the reasonable satisfaction of the President and the Board.


(c) Executive's services shall be rendered in accordance with such policies as the Company may establish for the conduct of its officers and employees.


(d) Provided such services or investments do not violate any applicable law, regulation or order or interfere in any way with the faithful and diligent performance by Executive of services to the Company otherwise required or contemplated by this Agreement or requested by the Board, Executive may:


(i) Serve as a director, trustee, or in any other similar
capacity of any business enterprise or any civic, educational,
charitable or trade organization if the Board has been informed of
such service and the Board has not expressly requested Executive to
refuse, or to discontinue, such service, and 2
(ii) Make and manage personal business investments of
Executive's choice that are consistent with the conflict-of-interest
policies of the Company.


3. COMPENSATION


Commencing as of February 1, 1996, the Company shall compensate Executive as follows:


(a) Base Salary. Executive shall receive a Base Salary at the rate of One Hundred Sixty-five Thousand Dollars ($165,000) per annum which shall be payable in semi-monthly installments in conformity with the Company's policy relating to its employees generally as in effect from time to time. Executive's Base Salary shall be reviewed periodically by the Board and may be increased by action of the Board upon such review, but Executive's salary shall not be decreased except as provided in Sections 4 and 5.


(b) Incentive Compensation. The Board may, in its discretion, award an annual bonus in addition to base compensation. Such bonus, if any, shall be paid in such amount and based upon such criteria as are from time to time adopted by the Board.


(c) Additional Benefits. Executive also shall be entitled to receive all benefits for which he is eligible under the terms of any stock incentive plan, pension plan, SERP, life, medical, dental, vision and disability insurance and reimbursement programs, and any other plans or arrangements, which the Company may provide for executive officers from time to time ("Additional Benefits"). Additional Benefits shall in all respects be paid in accordance with the then-existing plans, or policies, programs, or arrangements establishing or governing such Additional Benefits. The Company reserves the right to add, terminate, or amend any existing plans, policies, programs, or arrangements during the term of this Agreement and at all other times.


(d) Vacation. Vacation, at full pay, of four (4) weeks per calendar year. Vacation not used during any calendar year may not be carried over to the following year.


All compensation paid to Executive shall be subject to withholding for taxes and subject to payroll and other taxes as required by applicable law and in conformity with the Company's policies relating thereto as in effect from time to time.


4. TERMINATION OF EMPLOYMENT BY THE COMPANY


The compensation provided for in Section 3 of this Agreement and Executive's employment by the Company may be terminated by the Company prior to expiration of the term set forth in Section 1(b) as provided for below:


(a) Disability. If Executive becomes either partially or totally unable to perform his duties because of any physical or mental disability during the term of his employment hereunder for three (3) consecutive calendar months or for shorter periods aggregating 90 or more business days in any 3 12-month period, Executive's employment may be terminated by the Company at any time during the continuance of such disability. Upon termination as described in this Section 4(a), Executive shall be entitled to receive the Base Salary provided for in Section 3(a) of this Agreement for a period of 90 days after such termination. The Company shall offset against such Base Salary payments any payments received by Executive as a result of such illness or injury pursuant to any federal or state program or any salary continuation or similar program or disability insurance established by the Company.


Upon termination as described in this Section 4(a), Executive shall resign from his offices as an officer of the Company and its subsidiaries and the Company shall continue Executive's coverage under any and all life, medical, dental, vision and disability insurance plans for a period of 120 days after such termination at the expense of the Company. Other Additional Benefits shall be made available to Executive as required by applicable laws, including the health coverage continuation provisions of the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. Sections 1161-1168 ("COBRA"), and by the terms of the Additional Benefit plans, policies, programs, and arrangements in effect at the time of termination. Executive's period of coverage under COBRA (29 U.S.C. Section 1162(2)), shall begin on the date of the termination of his employment under this Section 4(a). Executive agrees to execute such documents as may be requested by the Company in order to comply with its obligations under this Section 4(a) and under COBRA and other applicable laws. The Company shall provide Executive with the health coverage continuation benefits specified by COBRA whether or not the Company is obligated under COBRA to do so.


(b) Death. If Executive dies during the term of this Agreement, Executive's Beneficiary or Beneficiaries, as defined in Section 7 of this Agreement, shall be entitled to receive the Base Salary provided for in Section 3(a) of this Agreement for a period of 90 days after the date such death occurs. Additional Benefits shall be made available to the Beneficiaries of Executive under the life, medical, dental, vision and other Additional Benefit plans, policies, programs, and arrangements, as required by applicable laws, including COBRA, and by the terms of the Additional Benefit plans, policies, programs, and arrangements in effect at the time of Executive's death. The Company shall provide Executive's Beneficiaries with the health coverage continuation benefits specified by COBRA whether or not the Company is obligated under COBRA to do so.


(c) For Cause. The Company may upon 14 days' notice to Executive terminate this Agreement and all of its obligations hereunder to Executive accruing after the date of such termination if the termination is for "cause." A termination for cause is a termination effected by the Board on one or more of the following grounds: (i) that Executive has been declared of unsound mind by a court, (ii) that Executive has been convicted of a felony, (iii) that Executive has been convicted of a misdemeanor involving moral turpitude, or (iv) that Executive has repeatedly committed a material breach of this Agreement (provided that Executive has been notified of the prior breach).


Except as expressly required by applicable laws, including COBRA if applicable, and by the terms of the Additional Benefits plans, policies, programs, and arrangements then in effect, upon such termination, Executive's rights under Section 3 of this Agreement shall terminate on the date of the termination of his employment under this Section 4(c). Executive's period of coverage under 4 COBRA (29 U.S.C. Section 1162(2)), if any, shall begin on the date of the termination of his employment under this Section 4(c). Upon termination as described in this Section 4(c), Executive shall resign from his offices as an officer of the Company and its subsidiaries. Executive agrees to execute all documents as may be requested by the Company in order to comply with its obligations under this Section 4(c) and under COBRA, if applicable, and any other applicable laws.
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