Residency Employment Agreement
The following is a form of the agreement typically utilized between the student and the hospital during the student's residency program.
Pickens County Medical Center,
Inc.
Robert K. Wilson Drive
Carrollton, AL 35447
205-367-8111
205-367-2121 Fax
Physician Employment Agreement
This Physician Employment Agreement (the "Agreement"), is made and entered into as of the 15th day of January, 2002, (the "Effective Date" by and between Pickens County Medical Center, Inc., (the "Hospital"), and George P. Resident, MD (the "Physician").
Whereas, the Hospital desires to employ the Physician, and the Physician desires to engage in such employment.
Now, Therefore, in consideration of the premises and the mutual covenants hereinafter set forth, it is agreed as follows:
1. TERM: The Hospital will employ the Physician, and the Physician agrees to remain in the full-time employ of the Hospital, for one (1) year from the Effective Date of this Agreement. This shall be automatically renewed thereafter on the same terms and conditions, for additional successive periods of one (1) year, unless terminated by either party in accordance with Paragraph 6. "Full-time employment" is defined as a minimum of forty (40) hours per week.
2. PHYSICIAN DUTIES AND RESPONSIBILITIES: Physician shall perform the duties and responsibilities described in Exhibit A, which is attached hereto and incorporated herein by reference. Physician hereby undertakes to use his best efforts to discharge his duties and responsibilities under this Agreement in accordance with professional medical standards and to diligently fulfill his job description. Physician shall also use his best efforts to promote the interests and welfare of the Hospital and shall perform all medical services in such a manner as he, in the independent exercise of medical judgment, deems to be in the best interest of the Hospital's patients. Physician shall report directly to and be under the direct supervision of the Chief Executive Officer of the Hospital or his designator. All monies collected and/or owed for medical services provided by Physician pursuant to this Agreement shall belong to the Hospital.
3. Physician Compensation: In return for services rendered pursuant to the terms of this Agreement, Physician shall receive the compensation set forth in Exhibit B, which is attached hereto and incorporated herein by reference.
4. PHYSICIAN BENEFITS: Physician shall receive such employee benefits during the term of this Agreement as set forth in Exhibit C, which is attached hereto and incorporated herein by reference.
5. PROFESSIONAL REQUIREMENTS: During the term of this Agreement, Physician shall at all times:
a. Be fully licensed to practice medicine in the State of Alabama;
b. Be a member in good standing of the Hospital's medical staff;
c. Conduct himself in accordance with the canons and professional ethics and all rules of practice and other regulations adopted by the American Medical Association, or any applicable federal, state or local regulatory agency;
d. Observe and comply with the rules and regulations of the Hospital and its medical staff and carry out and perform orders, directions and policies announced to him by the officers and Board of Directors of the Hospital;
e. Participate in Medicare, Medicaid and other governmental programs providing payment for medical care; and
f. Participate in such preferred provider organizations, health maintenance organizations or other programs in which the Hospital is a participant.
g. Provider shall render services in compliance with the standards of the Joint Commission on the Accreditation of Healthcare Organizations. Provider shall upon request provide quality data and information related to services provided and participate in the Hospitals PI programs when requested to do so.
6. TERMINATION:This Agreement and Physicians' employment hereunder shall terminate as follows:
a. Without Cause: This Agreement may be terminated by either party with 90 days written notice.
b. By Mutual Agreement: This Agreement may be terminated by mutual written agreement of the parties at any time.
c. Termination for Disability: This Agreement may be terminated by Hospital upon the Physician becoming permanently disabled. "For purposes of this Agreement, "permanent disability" is defined to mean a disability, either mental or physical, of such a degree and nature that the Physician has been incapable of efficiently performing the Physician's ordinary duties as an employee of the Hospital for a period of six (6) consecutive months, and that such disability is expected to be of a permanent nature. Such total and permanent disability, as well as the effective date thereof, shall be agreed upon at the end of the six (6) month period of continuous disability by the Hospital and the "Physician (or the Physician's legal representative) or, if an agreement cannot be reached, by a committee of three (3) physicians licensed to practice medicine in the State of Alabama (one to be appointed by the Physician or the Physician's legal representative: the second by the Hospital: and the third to be selected by the first two physicians so selected) and certified by a majority of them as being, in their opinion, of a permanent nature. The determination of the three physician committee shall be conclusive and binding on all parties thereto.)
d. Automatic Termination: This Agreement shall automatically terminate under any of the following conditions:
i. Upon the death of the Physician;
ii. Upon the dissolution of the Hospital;
iii. If the Physician is charged with the commission of a felony or a crime involving moral turpitude;
iv. Upon the expulsion of the Physician from membership in any medical staff, professional society or association;
v. If the Physician's license to engage in the practice of medicine or any specialty thereof is revoked, suspended or limited;
vi. If the Physician's Drug Enforcement Agency number or any other narcotics number is revoked, suspended or limited;
vii. If the Physician's participation in either the Medicare or Medicaid programs is terminated, suspended or restricted; or
viii. Upon the Physician becoming an habitual user of, or addicted to, drugs, alcohol or any controlled substance such that said use or addiction interferes with the performance of the Physician's duties hereunder or materially impairs the Physician's ability to practice medicine.
7. EFFECT OF TERMINATION: Upon the termination of this Agreement, the Physician's employment shall terminate and the Physician (or the Physician's estate) shall be entitled to receive the prorated equivalent of the Physician's salary through the date of such termination. Other than as set forth in this Agreement, the Physician (or the Physician's estate) shall not be entitled to receive any severance pay, bonus or any additional compensation.
8. REPRODUCTION OF RECORDS: All cases records, case histories, XRay films, or personal and regular file concerning the patients of the Hospital or patients consulted, interviewed, or treated and cared for by the Physician under this Agreement shall belong to and remain the property of the Hospital.
9. APPLICABLE LAW: This Agreement shall be subject to and construed under the laws of the State of Alabama.
10. SEVERABILITY: If any provision or part of this Agreement is found to be totally or partially invalid, illegal or unenforceable, then the provision will be deemed to be modified or restricted to the extent and in the manner necessary to make it valid, legal or enforceable, or will be excised from this Agreement without affecting any other provision of this Agreement, which will be enforced to the maximum extent provided by law as if the modified or restricted provision was originally included or as if the excised provision was originally excluded.
11. WAIVER OF BREACH: No assent or waiver, express or implied, of any breach of any one or more of the covenants, conditions, or provisions hereof shall be deemed or taken to be a waiver of any other covenant, condition or provision hereof or a waiver of any subsequent breach of the same covenant, condition, or provision hereof.
12. AMENDMENTS: This Agreement shall not be modified or amended except by a writing signed by both the Physician and Hospital.
13. PRIOR AGREEMENTS: This Agreement replaces, supersedes and cancels any and all employment agreements or deferred compensation agreements, whether written or oral, between the parties hereto, made at any time prior to the date hereof.
14. ASSIGNMENT: This Agreement may not be assigned except by a writing signed by both the Physician and Hospital.
15. GENDER: Words used in this Agreement, regardless of gender specifically used, shall be deemed and construed to include any other gender, masculine, feminine or neuter as the context requires.
16. CAPTIONS: The captions or headings in this Agreement are used for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of the Agreement. IN WITNESS WHEREOF, the Hospital, by and through its duly authorized officer, and the Physician have caused this Agreement to be executed as of the Effective Date.
Hospital:
PICKENS COUNTY MEDICAL CENTER, INC.
By: ______________________
Its Chief Executive Officer
Physician:
______________________
George P. Resident, MD
Exhibit A
Physician Duties and Responsibilities
1. Physician shall be employed as an Internal Medicine Staff Physician.
2. The Physician shall be responsible for the following:
a.The Physician agrees be responsible for providing a full-time Internal Medicine inpatient and out-patient practice.
b.The Physician agrees to enter into the weekend/holiday call rotation with other staff Internal Medicine and Internal Medicine physicians.
c.The Physician agrees to provide "emergency" backup of the Emergency Department in rotation with other staff physicians.
d.As may be reasonably required by Hospital, assist with the selection, supervision and evaluation of Hospital's staff, including professional,technical and clerical staff.
e. As may be reasonably required by Hospital, assist Hospital in the recruitment of additional physicians and personnel.
f.Perform all other duties as reasonably required by the officers or Board of Directors of the Hospital which are within the purpose of Physician's employment under this Agreement.
g.The Physician agrees to respond promptly to any nearby (on the premises of Hospital or clinic) medical emergency, whether perceived or real.
Exhibit B
Physician Compensation
As Physician's entire compensation for all services rendered to the Hospital pursuant to this Agreement, the Physician shall receive, subject to withholding and other applicable employment taxes, a salary determined as follows:
1. Annual Compensation: Physician shall be entitled to an annual base salary equal to $135,000 beginning on the 8/1/2001.
2. Additional Compensation: Physician shall be entitled to an incentive bonus defined as twenty five percent (25%) of a dollar figure defined as "gross charges minus operational overhead". Operational overhead shall include but not be limited to capital expenditures, rent, Physician's salary, other staff salaries, supplies, utilities, health insurance, and malpractice insurance costs. Bonus compensation shall be estimated and paid on a monthly basis. This additional compensation shall begin on the 8/1/2002.
3. Additional Compensation: Physician shall be entitled to a Scholarship/Loan equal to $1000.00 per month (payable monthly) during the term of this Agreement as long as Physician remains full-time in an accredited U.S. Internal Medicine Residency Program. This additional compensation shall begin on the initial Effective Date of this Agreement (1/1/2002) and terminate at the completion of Physician's Internal Medicine Residency Program. Should this contract be terminated for any of the reasons outlined in item six (6) of this Agreement Physician shall pay immediately to Hospital the amount received from the Effective Date (1/1/2002) to the Date of Termination plus an annualized rate of interest equal to Prime Rate plus two (2) percent per year of the amount owed. Prime Rate shall be the Prime Rate in effect on the date payment becomes due. For each year of service the Physician completes of a full-time Internal Medicine practice in Pickens County, 25% of the Scholarship/Loan repayment shall be forgiven for each year up to a total of four (4) years.
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The parties to this Agreement hereby state that the compensation paid to Physician for services rendered under this Agreement is consistent with fair market value and is not determined in a manner that takes into account (directly or indirectly) the volume or value of any referrals by Physician to the Hospital.
Exhibit C
Physician Benefits
1. Life Insurance: A $50,000 Term Life Insurance Policy is provided for the employee.
2. Retirement Plan: Physician may participate in the Hospital's pension plan for which he is otherwise eligible, in accordance with the terms of said program. Physician's annual base salary as set forth in Exhibit B includes a one percent (1%) allocation to be used by Physician, in his sole discretion, in the Hospital's applicable pension plan.
3. Vacation Leave: Physician shall be entitled to fifteen (15) days of vacation during his first year of employment. Thereafter, Physician shall be entitled to an additional two (2) days of vacation time for every year employed by the Hospital; provided that Physician's vacation time does not exceed a total of twenty five (25) days of vacation per year. In addition, Hospital currently observes the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Physician shall also be given a vacation day on his birthday. Physician may, at his discretion, take vacation at any time during the year consistent with the demands of the Hospital, the providing of continuity of patient care, and the Hospital will attempt to coordinate his vacation leave with other professional employees of the Hospital. The choice of vacation time, however shall be subject to the approval of the Hospital. Vacation time not utilized in any one year shall be lost and shall not carry forward to succeeding years. In the event of termination of this Agreement, Physician shall not be entitled to receive payment for nay unused vacation time.
4. Health Insurance: Physician, his spouse and dependents, may participate in the health plan(s) offered to Hospital's employees according to the terms of Hospital's plan under said coverage.
5. Professional Liability Insurance: The Hospital shall secure, carry and pay for the Physician, for and during his term of employment with the Hospital under this Agreement, professional liability insurance in the amount to be determined by the Hospital, with a casualty insurance company (or companies) licensed to provide insurance in the State of Alabama and satisfactory to Hospital, insuring the Physician against claims for malpractice or negligence in the practice of medicine during the term of his employment with Hospital under this Agreement. Continuing of same coverage via a "tail end policy" shall be required and shall remain the responsibility of Physician following termination of this agreement for any of the causes outlined in item number six (6) of this Agreement.
6. Sick Leave: Physician shall be entitled to five (5) days of sick leave during his first year of employment. Thereafter, Physician shall be entitled to an additional two (2) days of sick leave for every year employed by the Hospital; provided that Physician's sick leave does not exceed ten (10) days of sick leave per year. Sick leave not utilized in any one year shall be lost and shall not carry forward to succeeding years. In the event of termination of this Agreement, Physician shall not be entitled to receive payment for any unused sick leave.
7. Continuing Medical Education: Physician shall be entitled to four (4) days per year for continuing medical education related to the performance of his duties. Physician shall be solely responsible for the cost of all continuing medical education.
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The above is intended as a summary of the benefits currently provided by Hospital to Physician. To the extent the above summary is inconsistent with any benefit plan documents or policies, the documents or policies will control. Hospital reserves the right to modify or terminate any of the above benefits at any time..