Employment Agreement dated as of June 1, 2005 - Craig Rollins



 Exhibit 10.10 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT (“Agreement”) dated June 1, 2005
is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Craig Rollins (“Executive”). 
 Recitals 
 The Company, through its Board of Directors (the “Board”), desires to retain the
services of Executive, and Executive desires to be retained by the Company, on the terms and conditions set forth in this Agreement. 
 Agreement 
 For and in consideration of the foregoing and the mutual covenants of the parties herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 1.
EMPLOYMENT. The Company hereby employs Executive to serve in the capacities described herein, and Executive hereby accepts such employment and agrees to perform the services described herein upon the terms and conditions hereinafter set
forth. 
 2. TERM. The employment of Executive under this Agreement, shall be for a period of three years from the date hereof (the
“Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods, unless either party provides written notice to the other party of its intention to terminate this Agreement thirty
(30) days prior to the expiration of the term (each a “renewal Term” and together with the Initial Term, the “Term”). the Term shall be subject to earlier termination in accordance with the terms and conditions of this
Agreement. 
 3. DUTIES. Executive shall serve as and have the title of Senior Vice President of Sales and shall have such duties as
assigned by the Chief Executive Officer. Executive agrees to devote his full business time, energy, skills and best efforts to such employment while so employed. Nothing in this Agreement shall preclude Executive from engaging in charitable and
community affairs so long as, in the reasonable determination of the Board, such activities do not interfere with his duties and responsibilities hereunder. Furthermore, nothing in this Section shall preclude Executive from serving, subject to the
prior approval of the board, as a member of the board of directors or as a trustee of any other corporation, association or entity. 
 4.
COMPENSATION. 
 (a) Base Compensation. The Company shall pay Executive, and Executive agrees to accept, an initial base
compensation at the rate of Three Hundred Thousand ($300,000) per year, in equal installments no less frequently than monthly, through the Term (the “Base Compensation”). The Base Compensation shall be reviewed by the Company annually and
adjusted according to performance of the Executive. 
  

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 (b) Annual Bonus. Executive shall be entitled to an annual bonus based on the realization of
financial goals of the Company. For fiscal year 2005, the financial goal of the Company is to realize Three Hundred Seventy Four Million Dollars ($374,000,000) in annual gross revenues, and the Company shall determine the financial goals for the
subsequent years hereunder. If the financial goal for each fiscal year is met, Executive shall be entitled to a bonus of $100,000 at the end of any such fiscal year. If the financial goal for is not met, the bonus payable to the Executive shall be
scaled to a lesser amounts in the discretion of the Company. 
 5. OPTIONS. Executive shall be entitled to receive, pursuant to a
separate Non-Qualified Stock Option Agreement, options to purchase shares of common stock of the parent corporation of the Company. 
 6.
BENEFITS. 
 (a) Generally. Executive shall be eligible for fringe benefits pursuant to any pension, retirement, or other
employee fringe benefit plan that the Company makes available to employees of the Company and for which Executive will qualify according to his eligibility under the provisions thereof. 
 (b) Health and Disability Insurance. Executive shall be entitled to participate in health and disability insurance plans that the Company offers
to other executive officers of the Company from time to time, consistent with past practice. 
 (c) Vacation. During the Term of this
Agreement, Executive shall be entitled to fifteen (15) vacation days, plus Company holidays and sick days in accordance with the Company’s policies and procedures. 
 7. EXPENSES. Except as otherwise agreed to herein, Executive shall be reimbursed for all usual business expenses incurred on behalf of the
Company, in accordance with Company practices and procedures. 
 8. TERMINATION. The term of Executive’s employment under this
Agreement may be terminated prior to expiration of the term provided in Section 2 hereof only in accordance with the following sections. 
 (a) For Cause. This Agreement may be immediately terminated by the Company for Cause. For purposes of this Agreement, the term “Cause” shall include, without limitation, the termination of Executive by the Board as a result
of the existence or occurrence of one or more of the following conditions or events: 
 (i) the failure of Executive to
perform his duties hereunder, or the breach of any provision hereof, which failure or breach is not cured within five (5) days after written notice thereof to Executive; 
 (ii) Executive’s willful misconduct in connection with the performance of his duties as an employee or officer of the Company;

  

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 (iii) commission by Executive of any act of fraud or material misrepresentation or a
material act of misappropriation in connection with his duties as an employee or officer of the Company; 
 (iv) commission of
Executive of any crime which constitutes a felony; 
 (v) the entry of a judgment or order enjoining or preventing Executive
from such activities as are material or essential for Executive to perform his services as required by this Agreement; or 
 (vi) willful and deliberate conduct or activities by Executive which could foreseeably result in material damage to the business of the Company. 
 (b) Mutual. Executive’s employment under this Agreement may be terminated upon mutual written agreement of the Company and Executive. 
 (c) Without Cause. The Company and the Executive shall have the right to terminate this Agreement and the Executive’s employment with the
Company at any time without Cause. 
 (d) Death. In the event of the death of Executive, the employment of Executive shall terminate
immediately. 
 (e) Disability. If, during Executive’s employment with the Company, Executive shall become permanently disabled
and unable to perform his duties as required herein (“Disability”) for a total of one hundred eighty (180) days in any twelve (12) month period then the Company may, upon thirty (30) days written notice to Executive,
terminate Executive’s employment under this Agreement. 
 9. SEVERANCE. In the event of the termination of Executive’s
employment under this Agreement for any reason, the Company shall provide the payments and benefits to executive as indicated below: 
 (a)
With Cause or Voluntary Termination by Executive. If Executive is terminated for Cause (as defined in Section 8(a) of this Agreement), or if Executive voluntarily terminates his employment with the Company, the Company shall be obligated
only to continue to pay to Executive his Base Compensation, if any, earned up to the date of termination and shall reimburse Executive for any expenses to which Executive is due reimbursement by the Company under Section 7 hereof up until the
date of termination. 
 (b) Without Cause, Death or Disability. In the event that the Company shall terminate Executive without Cause
after Executive has been employed by the Company for a period of at least twelve months, or upon the death or Disability of Executive, the Company shall be obligated to continue to pay full Base Compensation and benefits to Executive for a period of
six (6) months after the date of termination as if Executive had not been so terminated. 
 10. NONCOMPETITION; NONSOLICITATION.
Executive agrees, to the extent and on the terms set forth below, not to utilize his special knowledge of the business of the 

  

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Company and his relationships with customers and suppliers of the Company or others to compete with the Company. For a period beginning on the date hereof
and ending two years from the date on which the Executive ceases to be employed by the Company (the “Non-Compete Period”), the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the
United States of America or any other geographic area where the Company did business as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone
or in association with others, as principal, agent, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with or similar to that engaged in by the
Company as of the date hereof or by the Company at any time during Executive’s employment by the Company. During the Non-Compete Period, the Executive shall not, except as an employee or agent of the Company, directly or indirectly, on behalf
of himself or any other person or entity, (a) call upon, accept business from, or solicit the business of any person or entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s
employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”), or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request,
advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily done or is reasonably expected to do with the Company or any successor; or (b) recruit or otherwise solicit or
induce any person who is an employee of, or otherwise engaged by, the Company, or hire any such person until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed
for employment or engagement during the preceding one year. The Executive shall not at any time, directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, mark, logo,
trade dress or other identifying words or images which are the same as or similar to those used currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that
of the Company. 
 11. CONFIDENTIALITY. The Executive acknowledges that the intellectual property and all other confidential or
proprietary information with respect to the Company’s engagement in the business of distributing medical supplies, pharmaceuticals, medical equipment and services to the workers’ compensation industry throughout the United States of
America (the “Business”) are valuable, special and unique. The Executive shall not, at any time after the date hereof, except as an employee or agent of the Company, or except as required by applicable law, disclose, directly or
indirectly, to any person or entity, or use or purport to authorize any person or entity to use any confidential or proprietary information with respect to the Company or the Business, whether or not for his own benefit, without the prior written
consent of the Company, including without limitation, information as to the financial condition, results of operations, strategic partners, job applicants, job candidates, persons placed for employment or engagement, customers, suppliers, products,
products under development, services, inventions, sources, leads or methods of obtaining new products or business, intellectual property, pricing methods or formulas, cost of supplies, marketing strategies or any other information relating to the
Company or the Business which could reasonably be regarded as confidential, but not including information which is or shall become generally available to the public other than as a result of an unauthorized disclosure by the Executive or a person or
entity to whom the Executive has 

  

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provided such information. The Executive acknowledges that Company would not enter into this Employment Agreement without the assurance that all such
confidential and/or proprietary information will be used for the exclusive benefit of the Company. 
 12. NONDISPARAGEMENT. The
Executive shall not (and shall cause his representatives and agents or any entity or business directly or indirectly controlled by him to not) commit any act or omission that would tend to disparage or adversely affect the reputation of the Company
or any present or future subsidiaries, parents or affiliates of the Company or any of its principals, officers, directors, shareholders, members, employees, businesses or operations. Without in any way limiting the generality of the foregoing, the
Executive shall not (and shall cause his representatives and agents or any entity or business directly or indirectly controlled by him to not) make any disparaging or unfavorable statements to any third party, either orally or in writing, regarding
the Company or any present or future subsidiaries, parents or affiliates of the Company or any of its respective principals, officers, directors, shareholders, members, employees, businesses or operations. 
 13. ENFORCEABILITY OF RESTRICTIVE COVENANTS. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable
for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company
in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the Executive agrees that any breach or threatened breach by him of any provision of this Agreement shall entitle the Company
to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to them, and that they shall be entitled to receive from the Executive reimbursement for all
attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company shall have the right to require the Executive, if he breaches any of the covenants contained in this
Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such party from the action constituting such breach. If the Executive breaches the
restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced
to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of this Agreement relating to the time period, scope of activities or geographic area of restrictions is
declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any
provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such
adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. 
  


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 14. NOTICES. ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS AGREEMENT SHALL BE SUFFICIENT
IF IN WRITING AND SHALL BE EFFECTIVE WHEN RECEIVED IF SENT, POSTAGE-PREPAID, BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OR BY OVERNIGHT DELIVERY SERVICE AGAINST RECEIPT, TO THE ADDRESSES BELOW OR TO SUCH OTHER ADDRESS AS EITHER PARTY
SHALL DESIGNATE BY WRITTEN NOTICE TO THE OTHER: 
 If to Executive, to the address set forth below his name on the signature page hereto.

 If to the Company: 
 MSC-Medical Services Company 
 11764-1 Marco Beach Boulevard 
 Jacksonville, Florida 32224 
 Attention: Chief
Executive Officer 
 With copy to: 
 Akerman Senterfitt P.A. 
 50 North Laura Street 
 Suite 2500 
 Jacksonville, Florida 32202 
 Attention: Peter O. Larsen, Esq. 
  

	15.	ENTIRE AGREEMENT; MODIFICATION. 

 (a) This
Agreement contains the entire agreement of the Company and Executive, and the Company and Executive hereby acknowledge and agree that this Agreement supersedes any prior statements, writings, promises, understandings or commitments between the
parties hereof. 
 (b) No future oral statements, promises or commitments with respect to the subject matter hereof, or other purported
modification hereof, shall be binding upon the parties hereto unless the same is reduced to writing and signed by each party hereto. 
 16.
ASSIGNMENT. The rights and obligations of the parties under this Agreement shall inure to the benefit of and shall be binding upon, and enforceable by, the successors and permitted assigns of the parties. Notwithstanding anything contained
herein to the contrary, the Company shall have the right to assign this Agreement to any of its subsidiaries, direct or indirect parents or other affiliates. Except as otherwise set forth in this Agreement, neither party may assign his or its rights
or obligations under this Agreement without the prior written consent of the other party. 
 17. GOVERNING LAW; VENUE; INDEPENDENT
REPRESENTATION. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other
jurisdiction) that would cause the application of the laws of any 

  

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jurisdiction other than the State of Florida. The parties agree that any and all actions arising under or in respect of this Agreement shall be litigated in
any federal or state court of competent jurisdiction located in the County of Duval, State of Florida. By execution and delivery of this Agreement, each party irrevocably submits to the personal and exclusive jurisdiction of such courts for itself
or himself, and in respect of its or his property with respect to such action. Each party agrees that venue would be proper in any of such courts, and hereby waives any objection that any such court is an improper or inconvenient forum for the
resolution of any such action. Executive acknowledges and agrees that he has had the opportunity to seek his own independent legal counsel to represent Executive’s interest in connection with the transactions contemplated by this Agreement.

  

	18.	MISCELLANEOUS. 

 (a) The section headings contained
herein are for reference purposes only and shall not in any way affect the meaning or the interpretation of this Agreement. 
 (b) The
failure of any party to enforce any provision of this Agreement shall in no manner affect the right to enforce the same, and the waiver by any party of any breach of any provision of this Agreement shall not be construed to be a waiver by such party
of any succeeding breach of such provision or a waiver by such party of any breach of any other provision. 
 (c) Except as otherwise
provided herein, in the event any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or
unenforceable provision shall be replaced by a mutually acceptable valid, and enforceable provision which comes closest to the intent of the parties. 
 (d) The prevailing party in any litigation brought to enforce the provisions of this Agreement shall be entitled to reimbursement from the nonprevailing party for reasonable attorney’s fees and expenses incurred
in connection with such litigation. 
 (e) This Agreement may be executed in any number of counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first
above written. 
  

			
	MSC-MEDICAL SERVICES COMPANY, a Florida corporation
		
	By:	 	/s/    Robert J. Bunker
		 	 Name: Robert J. Bunker
 Title   CEO

	
	EXECUTIVE:
	
	/s/    Craig Rollins
	Craig Rollins
	Address:	 	  
		 	  
		 	  


  

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