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Employment Agreement

HCA-400ICC Rev 6/2017

Contract ICC-234488

This Employment Agreement (“Agreement”) is entered into by and between Katherine Hodgin, MD, Neuro Medical Director

(“Physician” or “you”) and Intensive Care Consortium, Inc. (“ICC”) and sets forth our agreement with respect to your employment by 

ICC. As of the Effective Date, this Agreement shall replace and supersede all prior agreements between the parties for the same and 

similar services. If you agree to these terms, they will be legally binding upon you and ICC.

1. Term. The term of this Agreement will commence on the Effective Date, which will be on May 15, 2020 and continue until May

14, 2022 (“Agreement Term”), subject to earlier termination of this Agreement pursuant to the Termination section below.

2. Employment. You will practice medicine full-time for ICC in the specialty of Critical Care at JFK Medical Center located at

5301 S Congress Avenue, Atlantis, Florida 33462 and such other acute care facilities as mutually agreed from time to time (each a

“Hospital” and collectively the “Hospitals”; provided that if there is only one Hospital, that Hospital is sometimes referred to as the

“Hospitals”). You shall obtain and maintain during the term of this Agreement medical staff privileges at the Hospitals as necessary

to provide the services contemplated by this Agreement.

3. Services. You shall provide professional medical services at the Hospitals, and shall be physically present at the Hospitals at such

times as are scheduled by ICC as provided in Section 4 below. You shall perform all your duties hereunder with a high degree of

professional competence. You agree that you may be required by ICC to evaluate and treat certain patients in the Hospitals who

are not in the ICU, including without limitation patients in the Emergency Room, PACU, obstetrical patients or bariatric patients.

4. Scheduling. You will work a minimum of one thousand seven hundred and twenty-eight (1728) Clinical Service hours per year in

a combination of fifteen (15) eight (8) to twelve (12) hour shifts per month, and as mutually agreed upon, up to a maximum of

twenty-two (22) twelve (12) hour shifts per month (up to six (6) shifts of the twenty-two (22) shifts can be used for shifts outside

of your work schedule for the month (“Emergent Shifts”)). The maximum allowable annual hours Physician can work is two

thousand eight hundred and eighty (2,880), equivalent to two hundred and forty (240) shifts a year. ICC will provide you with

advance notice of your work schedule each month. “Clinical Service Hours” mean hours during which you are involved in direct

patient care where a patient bill is generated and a fee-for-service equivalent charge is created for ICC, including seeing patients in

the emergency room, operating room, intensive and critical care specialty units, and time spent on hospital rounds. The following

are examples of other activities the time spent on which would be included in the calculation of your Clinical Service Hours: clinical

or ancillary services; dictation and chart documentation; clinic services delivered at other facilities where a patient bill is generated;

telephone conversations with patients, consultations with providers, interpretation of diagnostic tests, and chart reviews. Time

during which you are engaging in the following activities is not included in the calculation of your Clinical Service Hours: on-call

time regardless of whether you are on- or off-site; research activities including specific research, training, and other projects that

are separately budgeted and accounted for by ICC; performing administrative activities or support activities in a medical practice;

case conferences; Outside Medical Services (as defined in Section 11 below) whether or not such services are Permitted Outside

Medical Services (as defined in Section 11 below); and any other service not provided on behalf of ICC. ICC will provide you with

advance notice of your work schedule at the Hospitals each month. You acknowledge and agree that each of ICC’s physician

employees will share in day, night, weekend and holiday shifts. You shall be present at the Hospital prior to the start of each shift

and following completion of each shift to ensure a smooth transition between shifts.

5. Clinical Matters. Nothing in this Agreement is intended to dictate how you practice medicine or infringe upon your professional

judgment. Therefore, you will be able to treat patients in a manner you believe, in your reasonable professional judgment, is in the

patient’s best interests.

6. Compensation. ICC shall pay you an hourly rate of $200.00 per Clinical Service Hour for services you provide. ICC shall pay you

$220.00 per Clinical Service Hour for Emergent Shifts. An Emergent Shift occurs when ICC requests, and you agree, on less than

two (2) business days’ notice, that you work a shift outside of and in addition to your work schedule for the month. The amounts

paid by ICC to you shall be subject to withholding of income and payroll taxes as required by law and in accordance with ICC’s

regular payroll policies and procedures. For purposes of supporting the compensation for your services, you shall maintain time

records for each payroll period verifying the number of Clinical Service Hours worked and shall submit such records to ICC as a

condition precedent to the payment of compensation. The time records shall be in the form provided to you by ICC, and shall be

due and submitted to ICC within two (2) days following the end of the two (2) week period to which the records refer. As part of

the time records, you shall certify the actual number of Clinical Service Hours spent performing professional services for which

you receive payment from ICC. The foregoing compensation is contingent upon the satisfactory completion of your duties set forth

in this Agreement, meeting your expectations defined herein, and maintaining a satisfactory level of your performance. Emergent

Shifts must be pre-approved by the Program Director. Appropriate documentation, including time sheets, will be required. You

must submit any documentation requested by ICC for any Emergent Shifts worked. Payments for Emergent Shifts are subject to

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applicable taxes and withholdings. Notwithstanding the foregoing, you shall not work more than eight hundred and sixty-four (864) 

hours annually of Emergent Shifts.

On Call Services. You will be paid an hourly rate of $41.67 for call coverage availability in twelve (12) hour shifts, prorated for 

partial shifts, at facilities designated by ICC and agreed by you, subject to withholding of income and payroll taxes, as required by 

law and in accordance with ICC’s regular policies and procedures. Call coverage services, as requested by ICC and agreed to by

you shall not exceed twenty-two (22), twelve (12) hour shifts per month. In the event on-site coverage is required from you during 

a call shift, you will be compensated at an hourly rate of $200.00 for such portion of the call shift involving on-site services. During 

a call coverage shift, you will be eligible to receive compensation based either at the rate applicable for on-site services or the rate 

applicable to call coverage availability but not both rates simultaneously. You must accurately document all time spent on-site 

during a call coverage shift. Any on-site hour not documented will be compensated at the hourly rate established for call coverage 

availability. Call coverage services to be provided are separate and apart from, and in addition to, the minimum number of Clinical 

Service Hours per pay period specified in the Scheduling section.

Notwithstanding the generality of the foregoing, at no time during the Agreement Term shall compensation pursuant to this Section 

plus any and all other remuneration exceed fair market value (“FMV”). Accordingly, ICC may conduct an FMV analysis of your 

compensation during the term hereof and will reduce your compensation after completion of such analysis if necessary to reflect a 

reduction in FMV. If ICC reduces your compensation pursuant to the prior sentence, then ICC will provide you with notice of such 

change. Within ninety (90) days of such notice, you may elect to immediately terminate this Agreement.

7. Expenses

A. ICC will pay the cost of your occurrence-based professional liability insurance. The limits on that insurance shall be high

enough to satisfy the Medical Staff obligations of the Hospitals. You agree to cooperate with HCI in providing any information

it needs to acquire and maintain ongoing professional liability coverage, if needed. In exchange for ICC providing professional 

medical liability insurance, you agree to participate in the insurance carrier’s risk management and loss prevention programs, 

which may include successfully completing risk management continuing medical education courses or classes approved by 

malpractice insurance carrier during the Agreement Term. 

B. ICC will reimburse you, or pay directly, up to $5,000.00 each year to cover CME. ICC will pay reasonable business expenses 

you incur in connection with your practice of medicine, including but not limited to Hospital staff dues, licenses, DEA, 

including without limitation travel expenses, etc. All such expenses must be pre-approved by ICC and documented in 

accordance with IRS guidelines.

C. ICC shall pay or reimburse you for those pre-employment expenses associated with your employment hereunder, including, 

without limitation, medical staff dues at Affiliated hospitals, licensures, Drug Enforcement Agency fees, Bureau of Narcotics 

and Dangerous Drugs (or similar state agency) fees, and board certification fees. In the event you do not commence 

employment under this Agreement for any reason, you shall immediately repay, upon demand, any such pre-employment 

expenses that are paid or reimbursed by ICC prior to the Effective Date of this Agreement.

8. Benefits. You will participate in and will be allowed to choose the plan most appropriate for you under the PSG Employee Benefit

Plan. There may be a waiting period for benefit eligibility. Most of the cost of such benefits will be paid by ICC; the smaller

employee portion, as well as the payroll taxes associated with it, will be deducted from your paycheck. Any other benefits you

desire that are not included in the Plan must be acquired at your own expense. In addition, its provisions, as well as your choices

of plans, will be summarized for you at the beginning of each annual enrollment period.

9. Time Off. If you desire, you may take unpaid time off for personal business, educational meetings, and/or professional society

meetings, provided that ICC is adequately covered. Except for an emergency, arrangement for all absences must be made and

approved by ICC at least 15 days in advance.

10. Representations, Warranties and Covenants

You represent, warrant and covenant to ICC that, at all times during the Agreement Term (including any renewal term) that:

A. You will be duly licensed and registered and in good standing under the laws of the states in which the Hospitals are located to

engage in the practice of medicine and such license and registration shall not be suspended, revoked or restricted in any manner;

B. You shall have and maintain valid and unrestricted all necessary narcotics and controlled substances registration numbers and

licenses required for the performance of the duties hereunder (including, but not limited to, all such numbers and licenses 

required by the medical staff bylaws of the Hospitals) and such registration and licenses shall not be suspended, revoked or 

restricted in any manner;

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C. You shall be board-certified in Critical Care and such certification shall not be suspended, revoked or restricted in any manner;

D. You shall maintain in good standing active staff membership and privileges on the medical staff of the Hospitals, and such 

membership and privileges shall not be suspended, revoked or restricted in any manner; 

E. You shall promptly complete basic EMTALA training provided through The Sullivan Group or HealthStream. ICC will pay 

for the course you select;

F. In rendering services hereunder and in all aspects of this Agreement, you shall comply with ICC’s and the Hospital’s applicable 

policies and procedures, as the same may be established or changed from time to time, and with all applicable federal, state and 

local laws, rules, ordinances and regulations, including without limitation all state and Drug Enforcement Administration 

licensing requirements and with all state and federal laws relating to patient transfers, including but not limited to the 

Emergency Medical Treatment and Active Labor Act (EMTALA). You will cooperate with Hospital in the enforcement of 

policies and procedures to assure continued compliance with such patient transfer laws;

G. You shall comply with ICC’s Conflict of Interest Policy, and you shall promptly report to ICC any actual, potential or perceived 

conflict of interest in accordance with ICC’s Conflict of Interest Policy.

In the event you become aware of a breach of any of the foregoing representations, warranties and covenants, you shall immediately 

notify ICC.

11. Outside Medical Services. During the Agreement Term, you shall not provide Outside Medical Services without ICC’s prior

written consent. “Outside Medical Services” means services, provided other than on behalf of ICC, involving the use of your medical 

education, title, license, training or experience. Such services include, without limitation, professional medical and surgical services,

call coverage services, medical director services, research services and other services, such as teaching, writing, speaking,

consulting, research or expert witness services, regardless of whether you perform such services on behalf of yourself or on behalf

of a third party and regardless of whether you perform such services for gain, profit or other pecuniary advantage. Such services do

not include however services provided by you to a third party on behalf of ICC. For illustration purposes only, if you provide

medical director services on behalf of ICC at a hospital pursuant to an agreement between the hospital and ICC, those medical

director services would not be considered Outside Medical Services. If ICC provides written consent to the provision by you of an

Outside Medical Service, such Outside Medical Service is referred to herein as a “Permitted Outside Medical Service.” You

acknowledge and agree that no such consent will be applicable except in the specific instance for which it is given and that the

granting of such consent by ICC in a specific instance will not obligate ICC to grant its consent in any subsequent similar instance.

With respect to any Permitted Outside Medical Services, if any, you represent, warrant and covenant to ICC and agree as follows:

(i) you shall not perform any Permitted Outside Work during such times as you are required to provide services hereunder and shall

not allow any Permitted Outside Medical Services to interfere with the performance of your duties and obligations hereunder; (ii)

without ICC’s prior express written consent, you shall not perform a Permitted Outside Medical Service if doing so would violate

the terms of Section 14 (Restrictive Covenant) below; (iii) if any Permitted Outside Medical Service is of the kind for which general

liability, workers compensation and/or professional liability insurance is commonly maintained, you shall, at your own cost and

expense, obtain or cause to be obtained, such insurance from a reputable carrier and in such amounts as are commonly maintained;

(iv) except as otherwise agreed in writing by ICC, you shall not use any of ICC’s resources or the resources of any Hospital or other

facility at which ICC provides services (including without limitation, staff, space, materials, equipment, software, transcription

services, etc.) in connection with the performance of any Permitted Outside Medical Services; and (v) when performing, offering

to perform or advertising any Permitted Outside Medical Services, you shall not represent that you are engaged or employed by

ICC or associated with ICC or any of its affiliates (or any facility operated by any of its affiliates) or any Hospital or other facility

at which ICC provides services in any way (other than, if applicable, as an independent member of the medical staff of such a

facility); and (vi) you shall not allow the compensation you receive for any Permitted Outside Medical Service to vary with, or take

into account, the volume or value of any of your referrals to, or other business generated for, ICC or any of its affiliates or any

Hospital or other facility at which ICC provides services. In the event you perform any Outside Medical Services other than as

permitted by this Section 11, you shall promptly notify ICC.

12. Ownership/Authority. During your employment, you will not be required to contribute financially toward ICC’s operations. You

will have no financial interest in ICC’s accounts receivables, furniture, equipment, patient charts, records, manuals, data, processes

or any documents data or information pertaining to the services rendered by you or the operation of ICC, and you agree that ICC is

the sole owner of such items. ICC will have the exclusive right to set the fees and all other terms for its treatment of patients. You

agree not to enter into any transactions or contracts on behalf of ICC without ICC’s prior written consent, and you agree to indemnify 

and hold ICC harmless, including attorneys’ fees, from any claims, losses or damages incurred by ICC as a result of such transactions

or contracts. Following termination of this Agreement, upon your request and presentation of authorization from a patient you

treated, you will be provided with access to medical records of that patient, in compliance with applicable law.

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13. Billing. You hereby transfer to ICC the right to all payments for professional services you provide under this Agreement. You agree

to sign any documents ICC deems necessary to: (a) effectuate such transfer; (b) enroll you in the plans of governmental, managed

care and other payors; and (c) bill and collect for your services from such payors. You agree to promptly remit to ICC any payments

you received in consideration for the services you provide under this Agreement and for Outside Medical Services that are not

Permitted Outside Medical Services. You may however retain payments arising out of the performance of Permitted Outside

Medical Services in accordance with Section 11 above.

14. Restrictive Covenant

A. You agree that during the term of this Agreement and for a period of twelve (12) months after termination of this Agreement

for any reason, you shall not: (i) directly or indirectly, solicit any of the Hospitals or assist other physicians or another group 

in soliciting or preparing proposals to any of the Hospitals for the purpose of providing professional medical services similar

to those provided hereunder; (ii) seek to provide professional medical services at any of the Hospitals as an employee, agent or

contractor of another entity similar to those provided by you hereunder, (iii) directly or indirectly, attempt to persuade any of 

the Hospitals to terminate or not renew ICC’s contract with any of the Hospitals or otherwise interfere with such contractual 

relationship.

B. For a period of one (1) year after the termination of this Agreement for any reason, you agree not to hire, directly or indirectly, 

any of the employees of ICC or any of its affiliates. 

C. You agree that ICC has the right to enforce these restrictive covenants by obtaining an injunction without having to post a bond 

or prove damages.

D. You may buyout the restrictive covenant set forth in this section for the greater of $50,000.00 or the fair market value of that

covenant to ICC as of that date, as determined by a qualified third-party appraiser selected by ICC.

15. Termination

A. Without Cause Termination. Either you or ICC may terminate this Agreement at any time “without cause” upon prior written

notice to the other. If ICC terminates this Agreement pursuant to this Section and provides less than ninety (90) days’ notice

or does not allow you to work the full ninety (90) days, ICC will pay you an amount equal to the product of (i) your average 

daily compensation during the immediately preceding twelve (12) month period and (ii) the number of days left in such ninety 

(90) day period as of the date this Agreement is so terminated. If you terminate this Agreement pursuant to this Section and 

provide less than ninety (90) days’ notice or do not work the full ninety (90) days, you agree to pay ICC any cost in excess of

your compensation that ICC incurs to provide patient care coverage during the remainder of that ninety (90) day period.

B. Immediate Termination. ICC may immediately terminate your employment upon written notice for any of the following 

reasons: 

i. Your death or permanent disability. The term “disability” means a physical or mental impairment that causes you to be

unable to perform the essential functions of your job as set forth in this Agreement, with or without reasonable

accommodation, after consideration of any job protection benefits afforded by applicable state or federal law;

ii. Your license to practice medicine is suspended, subject to probation, revoked, or canceled;

iii. You are terminated or suspended from Medicare, Medicaid, or any other state or federal government healthcare entitlement 

program, or any successor program;

iv. You fail to maintain unrestricted staff membership or privileges on the medical staff of any Hospital;

v. Your medical staff membership or clinical privileges at any acute care hospital or ambulatory surgery center are suspended, 

curtailed, revoked, or terminated (other than a voluntary resignation or curtailment of privileges, while not under

investigation, at a facility other than any Hospital). Notwithstanding the foregoing, ICC will provide you an opportunity

to cure before terminating this Agreement as the result of a short term suspension of your clinical privileges arising from

your failure to timely maintain medical records; provided that the cure period will be five (5) days and provided that ICC

shall not be obligated to provide such opportunity to cure more than once in any twelve (12) month period;

vi. You are indicted or convicted of a crime (other than a misdemeanor motor vehicle offense, except for “DUI”/”DWI”);

provided that ICC will consult with you prior to terminating this Agreement as the result of an indictment;

vii. You conduct yourself in a manner that ICC determines in good faith to be inappropriate behavior, unethical, unprofessional,

unlawful, or fraudulent, is detrimental to patient care, or impairs the reputation or operations of ICC or any Hospital;

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viii. Your professional liability coverage is cancelled by the insurer or you become uninsurable for any reasonable amount

under the terms and conditions of the professional liability insurance provided;

ix. Upon a determination by ICC that you have a measurable quantity in blood or urine of non-prescribed controlled substances 

or that you are working while impaired by alcohol or prescribed narcotics while on ICC’s or any Hospital’s property or

during working hours;

x. Upon the imposition of any restriction or limitation by any governmental or professional authority having jurisdiction over

you to such an extent that you cannot engage in the full practice of medicine as required hereunder;

xi. Upon the determination of ICC in good faith that you are not providing adequate patient care or that the health, safety, or

welfare of patients is jeopardized by continuing your employment;

xii. Your ability to prescribe controlled substances is suspended, subject to probation, revoked, or restricted in any way;

xiii. Your actions or inactions are cause for termination consistent with our policies as applied to all employees; or

xiv. You are in material breach of this Agreement.

C. Curable Termination Events. Upon your personal misbehavior, professional misconduct, or failure to abide by ICC’s policies 

and procedures, your employment may be immediately terminated. Notwithstanding the foregoing, for the first violation of this 

Section, ICC will give you written notice of your violation, and you will have 30 days to cure it (ICC will have the discretion

to determine whether your actions were a sufficient cure). During that 30 day cure period, your compensation payments may 

be suspended until the cure is complete. Thereafter, upon any further violations of this Section, you may be immediately 

discharged following such violations. 

D. Obligations if Terminated For Cause. In the event this Agreement is terminated for cause pursuant to Sections 15.B or 15.C, 

you agree to automatically relinquish any and all medical staff membership and clinical privileges at facilities affiliated with

ICC, upon ICC’s request.

16. Confidentiality. You agree to keep confidential all information about ICC, its affiliates and this Agreement at all times, except that

you may discuss this Agreement with your financial and legal advisors as needed. This Agreement will result in you acquiring

knowledge, information, business methods, techniques and data of ICC and confidential information concerning ICC’s method of

operation and administration related to the Hospital including, without limitation, this Agreement and all schedules hereto, fee

schedules, formulae and special customer requirements, which constitute trade secrets in connection with ICC’s business activities

(“Confidential Information”). The Confidential Information is the property of ICC, and you shall maintain the confidentiality of,

and shall not disclose, directly or indirectly, any Confidential Information to any person, entity, firm or company, or use the

Confidential Information to compete, directly or indirectly, with ICC or ICC’s subsidiaries or affiliates. Upon the termination of

this Agreement, you will return to ICC all books, records, notes and all other information, documents and policies and procedures

manuals applicable to ICC and its accounts which are in your possession. You acknowledge and agree that this Agreement and each

of the provisions hereof, including all schedules attached hereto, shall be treated with confidentiality and, except to the extent

required by applicable law or regulations, you shall not disclose any terms of this Agreement. This is an ongoing obligation even

after your employment terminates. If you disclose any information, ICC is entitled to preliminary and permanent injunctive relief

as well as any other available remedy without posting bond or proving damages.

17. Acknowledgement of Information Disclosures. You agree (a) that any and all information and documentation regarding your

clinical competence or professional conduct that may be obtained or produced as part of the credentialing, quality assessment, or

review of professional conduct by ICC or a facility in which ICC’s physicians provide professional services (“Confidential

Information”) may be shared between ICC and such facility and/or with the administrative offices of ICC and its affiliates. Such

Confidential Information shall not include discussions by a peer review body, though it may include any decisions made by such a

body that have been or will be communicated to you; and (b) to extend absolute immunity to, release from any and all liability, and

not sue the person or entity disclosing Confidential Information (the “Disclosing Entity”), for disclosing information to the

appropriate persons, and/or for any action that may be taken by the person or entity receiving the Confidential Information (the

“Receiving Entity”) from the Disclosing Entity. In addition, you agree that if suit is filed in violation of this provision, you shall be

responsible for ICC’s attorney’s fees and costs to defend such suit. For purposes of this paragraph, the Disclosing Entity and the

Receiving Entity includes ICC, the affiliated facility(s), and any other affiliated entity, as well as all of the employees, agents, and

representatives of these entities.

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18. Miscellaneous

A. Severability. If any part of this Agreement is found to be unenforceable, all other provisions of the Agreement shall remain in

full force and effect. 

B. Assignment. You may not transfer your rights or obligations under this Agreement without ICC’s prior written consent. ICC 

may assign this Agreement to any affiliate or to any entity that purchases all or substantially all of ICC’s assets, so long as

ICC’s assignment does not result in decreased compensation to you.

C. Offset/Damages. If you owe any amount to ICC or any of its affiliates, ICC may offset the amounts owed against your 

compensation under this Agreement. Neither party shall be liable to the other for any indirect, incidental, or consequential 

damages or losses, including lost profits, arising out of the breach of this Agreement by the other party.

D. Governing Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the state 

where Hospital first described in Section 2 above is located. For any action not covered by the arbitration provisions set forth 

below, venue shall be in any superior or other state court in the county in which such Hospital is located. 

E. Change in Law. This Agreement is intended to comply with all applicable laws, rules, and regulations. If at any time ICC 

determines that the Agreement does not, in any respect, comply with such laws, rules and regulations, then you agree to 

cooperate with ICC to negotiate a new agreement which fully complies with such laws, rules and regulations. If the parties 

cannot reach agreement within 30 days, then ICC may immediately terminate this Agreement without any obligation after that 

date to you.

F. Dispute Resolution. You and ICC will attempt to resolve any disagreements through discussions with each other. In the event 

that you and ICC cannot come to an agreement within 30 days, any controversy or claim arising out of or related to this 

Agreement or your employment shall be settled by arbitration in the county described in Section 18.D above, in accordance 

with the rules and procedures established by the Arbitration Dispute Resolution Service of the American Health Lawyers 

Association (“AHLA”). Arbitration shall be conducted before a single AHLA arbitrator selected jointly by you and ICC, or if 

an agreement cannot be reached, designated by the AHLA. You and ICC each waive any and all right to trial by jury in any 

action arising out of or related to this Agreement. This waiver does not apply to any cross-claim or third-party claim taken by 

one of us against the other as a result of litigation initiated by a third party.

G. Waiver. If either you or ICC waives any requirement or term in this Agreement, that waiver must be in writing and is limited 

only to the term waived, not the rest of this Agreement. Waivers can be revoked, in writing, by the granting party at any time.

H. Amendment. No change, addition, or amendment to this Agreement can be made except by written agreement signed by you 

and ICC. This Agreement is binding on both you and ICC and their respective successors and assigns.

I. Expenses. ICC encourages you to review this Agreement with your personal counsel, but ICC will not pay for the expenses 

you incur in doing so. You and ICC will be separately responsible for any costs and expenses you or ICC incur in completing 

this transaction.

J. Counterparts. If this Agreement is signed in counterparts, all parts together shall constitute one and the same instrument. 

Electronic signatures will be considered originals.

K. Duty to Defend and Indemnify. Each party shall indemnify, defend and hold harmless the other party from any claims, losses 

or damages, including attorney’s fees, directly or indirectly resulting from its acts or omissions. 

L. Use of Your Name. As long as you are an employee, you will allow ICC to use your name and likeness in any lawful 

advertising and marketing for ICC. 

M. Intellectual Property. All patents, formulae, ideas, inventions, processes, copyrights, know-how, proprietary information, 

trademarks, trade names, or other developments for future improvements to patients that are conceived through your work 

while you are an employee of ICC are the property of ICC, and all royalties, fees or other income attributable to it will be the 

property of ICC. 

N. Medicare Access. Upon written request of the Secretary of Health and Human Services or the Comptroller General or other 

authorized representative, you agree to make available any documentation or records to verify the costs of providing your 

services.

O. Survival. Sections 10, 12 and 13 will survive the termination of this Agreement.

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P. Entire Agreement. This Agreement and any attached exhibit or addendum constitute the entire agreement among the parties 

relating to your employment by ICC, and this Agreement supersedes and replaces any prior written or verbal negotiations, 

agreements or understandings of the parties.

Q. Electronic Disposition of Document (Scanning and Photocopies). You and ICC agree that the original of this document, 

including the signature page, may be scanned and stored in a computer database or similar device, and that any printout or other 

output readable by sight, the reproduction of which is shown to accurately reproduce the original of this document, may be 

used for any purpose just as if it were the original, including proof of the content of the original writing.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below.

ICC:

Intensive Care Consortium, Inc.

/S/Ed Stevinson Date: 2020-06-08T12:53:13

Senior V.P. of ICC

PHYSICIAN:

Katherine Hodgin, MD

Neuro Medical Director

Date:

(Signature)

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PHYSICIAN EMPLOYMENT AGREEMENT

GRADUATE MEDICAL EDUCATION COMPENSATION ADDENDUM

HCAPS-400A Rev. 1/2017

Contract ICC-234488

THIS GRADUATE MEDICAL EDUCATION COMPENSATION ADDENDUM is attached to, made a part of, and executed 

simultaneously with that particular Physician Employment Agreement (the "Agreement").

A. You will provide Graduate Medical Education Core Faculty Services ("Core Faculty Services") at JFK Medical Center

("Hospital"), consistent with the applicable Program Requirements. Core Faculty Services include Administrative/Didactic 

Teaching Services and Non-Hospital Site Teaching Services.

B. As sole compensation for the non-billable teaching and administrative Core Faculty Services (i.e., Administrative/Didactic 

Teaching Services or Non-Hospital Site Teaching Services) provided by you pursuant to this Addendum, which affirmatively 

are not patient care clinical teaching services for which ICC otherwise may bill and collect, ICC will pay you an hourly rate of

$150.00, for no more than one hundred and ninety-two (192) hours per year, not to exceed sixteen (16) hours per month, for 

an annual maximum of $28,800.00.

C. To the extent that ICC may bill and collect from patients and payors for professional services provided by you while performing

certain Core Faculty Services (other than Administrative/Didactic Teaching Hours) pursuant to the terms of this Addendum, 

and such services are furnished in compliance with 42 C.F.R. Part 415, Subpart D, including but not limited to 42 C.F.R. § 

415.172 and § 415.174, if applicable, then such professional patient care service hours may be treated as Clinical Service Hours 

under the terms of this Agreement for which you may receive compensation consistent with the terms of this Agreement.

D. For purposes of this Addendum, the following terms shall have the meaning as defined herein:

i. "Administrative/Didactic Teaching Services" shall mean services during which Faculty Members perform administrative

aspects of teaching, resident evaluation, attendance at meetings, facilitating active learning, including but not limited to

grand rounds, preparing for and delivering presentations, and participating in scholarly activities in the Facility under the

Graduate Medical Education Faculty/Teaching and Administrative Agreement between ICC and Hospital. Such activities

do not include any activities related to clinical teaching in a patient-care setting for which ICC may bill and collect for

such services.

ii. "Non-Hospital Site Teaching Services" shall mean services during which Faculty Members are teaching or directly

supervising residents outside the Facility as set out in the Graduate Medical Education Faculty/Teaching and

Administrative Agreement between ICC and Hospital. Such activities do not include any activities related to clinical

teaching in a patient-care setting for which ICC may bill and collect for such services.

E. You will submit (i) time records, in such form as Hospital and ICC may require, separately documenting 

Administrative/Didactic Teaching Service hours and Non-Hospital Site Teaching Service hours and verifying the amount of 

time devoted to performing the services pursuant to the Graduate Medical Education Faculty/Teaching and Administrative 

Agreement between ICC and the Hospital and (ii) resident evaluation forms for the period for which payment is due, in such 

form as Facility may require. Notwithstanding any other provision of this Agreement, in the event ICC receives the time records

required by this Section more than sixty (60) days following the end of the month covered by such time records, then no 

compensation should be due from ICC to you with respect to services performed during such month. Facility and ICC shall 

have the authority to request additional or supplementary reports (including, without limitation two-three week time studies 

annually) to establish the value and extent of services provided hereunder and the authority to audit your records to establish

the value and extent of services provided hereunder.

F. You agree that graduate medical education services do not include travel time and that all graduate medical education services 

to be provided pursuant to this Addendum are separate and apart from, and in addition to, the minimum number of hours per 

week specified in the Agreement and are separate and apart from any other services for which you are compensated under the 

Agreement.

SEE ATTACHED SIGNATURE PAGE

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IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year written below.

ICC:

Intensive Care Consortium, Inc.

By: /S/Ed Stevinson Dated: 2020-06-08T12:53:13

Senior V.P. of ICC

PHYSICIAN:

Katherine Hodgin, MD

Neuro Medical Director

By: Dated:

(Signature)

(SEE EXHIBIT A FOR DUTIES AND RESPONSIBILITIES BELOW)

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EXHIBIT A

GRADUATE MEDICAL EDUCATION TEACHING AND ADMINISTRATIVE DUTIES AND RESPONSIBILITIES

TEACHING AND ADMINISTRATIVE DUTIES AND RESPONSIBILITIES.

A. Develop and maintenance the content and quality of the applicable curriculum for the Internal Medicine Residents, including 

periodic reviews and annual reassessments and updates.

B. Organize and monitor the scheduling of the clinical experience for the Internal Medicine Residents including continual quality

assurance.

C. Maintain and complete required Resident evaluations during the clinical experience, including all requested competency 

assessments, through the evaluation process as required by the Program Educator or Vice President of Graduate Medical 

Education, which should include the residency data management system Hospital directs Faculty to use, if such system is 

available at the Hospital or other appropriate system.

D. Review the In-Training exam results for the trainees to determine which areas in the respective subspecialty need to be modified 

and augmented to assure adequate training.

E. Participate as an active faculty member in the Program as required by the Program Educator and governing Institutional 

Policies, which may include attendance at a) monthly educational faculty meetings, b) Journal Club, c) Morbidity and Mortality 

conference, d) required faculty development conferences, e) board preparation review courses; f) Annual Program Review as 

requested by the Program Educator, and g) Morning Report as requested by the Program Educator.

F. Participate in weekly Grand Rounds, if applicable.

G. Participate and/or develop skills/simulation curriculum as needed or per the request of the Program Educator.

H. Time spent performing direct patient care is not counted toward the didactic teaching hours in this Agreement.

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PHYSICIAN EMPLOYMENT AGREEMENT

ASSOCIATE MEDICAL DIRECTOR COMPENSATION ADDENDUM

HCA-400A Rev. 1/2018

Contract ICC-234488

THIS ASSOCIATE MEDICAL DIRECTOR COMPENSATION ADDENDUM is attached to, made a part of, and executed 

simultaneously with that particular Physician Employment Agreement (the “Agreement”).

A. Effective January 1, 2021 through the remainder of the Agreement Term, you will provide associate medical director 

services at JFK Medical Center (“Hospital”). You will prepare time sheets for ICC of your medical director services as ICC 

requires.

You agree that associate medical director services do not include travel time and that all associate medical director services to 

be provided pursuant to this Addendum are separate and apart from, and in addition to, the minimum number of hours per week 

specified in the Agreement.

B. Upon receipt of approved time sheets from the Hospital documenting the services provided, ICC will pay you, as employee 

compensation under the Agreement, $150.00 per hour up to a maximum of $43,200.00 per year for such services, less any 

applicable W-2 withholdings. You shall provide up to twenty-four (24) hours per month of associate medical director services, 

not to exceed two hundred eighty-eight (288) hours per year.

See next page for duties and responsibilities.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below.

ICC: 

Intensive Care Consortium, Inc.

By: /S/Ed Stevinson Dated: Ed Stevinson

Senior V.P. of ICC

PHYSICIAN:

Katherine Hodgin, MD

Neuro Medical Director

By: Dated:

(Signature)

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EXHIBIT B -EFFECTIVE JANUARY 1, 2021

JFK MEDICAL CENTER – MAIN & NORTH CAMPUSES

ICC ICU ASSOCIATE MEDICAL DIRECTOR OF NEUROCRITICAL CARE

DUTIES AND RESPONSIBILITIES

A. GENERAL 

i. Review facility’s neurosurgical critical care until protocols and policies, as well as current nursing core

competencies. 

ii. Develop gap assessment of program and action plan with timeline for comprehensive neurosciences critical care

program development. 

iii. Participate in the development of program design for the dedicated ICC Neurosciences Critical Care service line,

which includes mentorship of neurosciences advanced practice providers. 

iv. Develop and adopt ICC protocols supporting neurocritical service line (e.g., stroke pathway, intracranial hemorrhage, 

subarachnoid hemorrhage, subdural hematoma, intracranial hypertension/cerebral edema, status epilepticus). 

v. On-boarding of ICC providers participating in the Neurosciences Critical Care program.

vi. Participate in interviewing/vetting candidates for the ICC intensivist program and all prospective providers for the

neurocritical care service line.

vii. Monitor clinical outcomes and HCA CE Dashboard metrics (including NSICU ALOS, CMI, mortality rate, ventilator 

LOS, CLABSI/CAUTI rates, blood product utilization, etc.), and develop action plan(s) for improvement and driving

best outcomes in the ICC Neurocritical Care program.

viii. Develop strong collaborative relationships with neurosurgeons, neurologists, neuro-interventionalists,

primary/consulting/referring physicians, facility leadership and ancillary staff, and facilitates their interactions with

the ICC Intensivists, thereby ensuring an effective NSICU TEAM model.

ix. Report to and update regularly the ICC facility Medical Director the progression of the ICC Neurocritical Care

program, and provides suggestive strategies/action plans for program maturation and expansion.

x. Meet together with ICC facility Medical Director with facility Administration leadership providing updates including

ICC Intensivist program assessment, key program achievements and setting goals for program advancement.

xi. Provide monthly Associate Medical Director duty-hour log (time of record) and description of services provided.

B. LEADERSHIP

i. Regularly assess medical staff perceptions of the ICC Neurocritical Care service line.

ii. Serve as principal role model for the ICC Neurocritical Care program, ensuring strong TEAM development in the

NSICU.

iii. Ensure compliance with effective critical care patient clinical pathways.

iv. Participate in medical staff and facility leadership/oversite committees (e.g., Stroke Committee, Critical Care

Committee, P&T) as requested and when feasible.

C. OPERATIONAL MANAGEMENT 

i. Regularly interacts with the medical staff and referring physicians to assure appropriate and timely patient care,

patient transfer process and strengthening of patient referral pathways. 

ii. Participate in the ICC Intensivist Orientation Program for new Intensivists in conjunction with the facility Medical

Director, including reviewing the ICC Intensivist Duties and Responsibilities as it relates to the neurocritical care 

service lines. 

D. QUALITY IMPROVEMENT 

i. Assist with development and maintenance of quality improvement of Neurocritical Care program including

reviewing/updating existing policies, protocols and clinical pathways, ensuring they reflect evidence-based 

standards. 

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