Employment Agreement between Team Health, Inc and Dr. Massingale



 Exhibit 10.13 
 EXECUTION COPY 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT (the “Agreement”) is made and entered into at Knoxville, Tennessee as of the 23rd day of November, 2005, by and between Team Health, Inc., a Tennessee corporation (the “Company”), and H. Lynn Massingale, M.D.
(“Employee”) as an amendment and restatement of the employment agreement between the parties dated March 11, 1999, and amended October 1, 2002 and April 15, 2005 (the “Prior Agreement”). 
 WITNESSETH: 
 WHEREAS, Employee has
served as the chief executive officer to the Company; and 
 WHEREAS, in connection with the transactions contemplated by the Agreement and
Plan of Merger dated as of October 11, 2005 by and among Team Health Holdings, L.L.C., the Company, Team Finance LLC, Team Health MergerSub, Inc., Ensemble Parent LLC and Ensemble Acquisition (the “Merger Agreement”), the Company and
Employee wish to amend and restate the Prior Agreement effective upon, and conditioned upon the occurrence of, the Recapitalization Effective Time (as defined in the Merger Agreement); 
 NOW THEREFORE, based upon these premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby agree upon the terms and conditions of Employee’s employment with the Company that are set forth herein, and do hereby acknowledge that this instrument completely supercedes all previous writings as amendment and restatement
of Employee’s employment agreement: 
 1. Effectiveness/Employment and Term. 
 (a) This Agreement constitutes a binding obligation of the parties as of the date hereof; provided that notwithstanding any other
provision of this Agreement, the operative provisions of this Agreement shall become effective only upon the occurrence of the Recapitalization Effective Time (such date being hereinafter referred to as the “Effective Date”), at which
time, this Agreement shall supercede the Prior Agreement which shall thereupon be deemed to be terminated without further force or effect. In the event the Merger Agreement is terminated for any reason without the Recapitalization Effective Time
having occurred, this Agreement shall be terminated without further obligation or liability of either party, in which event the Prior Agreement will remain in full force and effect in accordance with its terms. 
 (b) The Company agrees to employ Employee and Employee agrees to be employed by the Company pursuant to the terms of this Agreement, and
for the term of this Agreement, as Chief Executive Officer to perform the duties assigned to Employee by the Company; provided that the Company and Employee acknowledge that it is currently anticipated that a successor Chief Executive Officer,
mutually acceptable to the Company and Employee, may be appointed during the term (a “Successor CEO Appointment”), in which event Employee would continue to serve in another senior executive capacity. The Company and Employee agree that
the Employee will also serve as the Chairman of the board of directors of the Company (the “Board”) during the time in which and so long as Employee serves as the Chief Executive Officer of the Company. The term of this Agreement shall be
for a period of five (5) years 








 
commencing with the Effective Date, subject to earlier termination pursuant to this Agreement. Thereafter, this Agreement shall automatically renew for
successive one (1) year terms unless (i) sooner terminated pursuant to the terms of this Agreement or (ii) either party gives the other party written notice of its intention not to renew at least one hundred eighty (180) days
prior to the expiration of the then current term. 
 2. Duties. Employee will perform all duties customarily incident to
Employee’s position and such duties that are properly assigned to from time to time by the board of directors of the Company (the “Board”). Employee shall devote Employee’s entire business time, attention and effort to the
affairs of the Company and shall use his reasonable best efforts to promote the interests and success of the Company, and shall cooperate fully with the Board in the advancement of the best interests of the Company. Provided, however, Employee may
serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, or manage personal investments, provided that such activities do not individually or in the aggregate significantly interfere with, or are
otherwise not inconsistent with, the performance of Employee’s duties under this Agreement. Nothing herein shall prevent Employee from engaging in certain passive investments so long as the same do not require Employee’s management
efforts, are passive, are not inconsistent with Executive’s duties hereunder and are not prohibited by the restrictive covenants of Section 7. 
 3. Compensation. 
 3.1 Salary. Employee shall receive an annualized salary of
Five Hundred Thirty-Five Thousand, Six-Hundred Twelve and 50/100 Dollars ($535,612.50) per year, payable biweekly. The Board will annually review Employee’s total compensation and may, in its sole discretion, increase Employee’s salary
from time to time without the necessity of further action to amend this Agreement. Employee’s base salary as in effect at any time is hereinafter referred to as the “Base Salary”. 
 3.2 Bonus. For fiscal each year of Company, Employee will be eligible to earn a bonus payment based on performance, determined in
accordance with Exhibit A (the “Bonus”). The Bonus, if any, shall be paid to Employee within two and one-half (2.5) months after the end of the applicable fiscal year. 
 3.3. Taxes and Other Applicable Deductions. From all compensation paid to Employee, the Company shall withhold all applicable sums
for all state, federal and local taxes, and such other amounts as are necessary and applicable or agreed to by Employee. 
 4. Employee
Benefits. In addition to Employee’s salary, Employee shall be entitled to all standard benefits normally provided by the Company to its similarly situated executive officers, which may be sponsored, developed or established by the Company
from time to time in the sole discretion of the Company. Notwithstanding the above, Employee shall receive, at a minimum, the following benefits: 
 4.1. Medical Coverage. The Company shall provide a standard medical benefit package, as offered to other employees of the Company, throughout the term of this Agreement, 

  

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to cover the Employee and his eligible dependents in his immediate family at no cost to Employee. 
 4.2 Dental Coverage. The Company shall provide a standard dental benefit package, as offered to other employees of the Company,
throughout the term of this Agreement, to cover the Employee and his eligible dependents in his immediate family at no cost to Employee. 
 4.3 Life Insurance. The Company will obtain and maintain a life insurance policy on the life of Employee in the face amount that is equivalent to Employee’s Base Salary specified in Section 3.1, as
adjusted from time to time, multiplied by three; provided, that the amount of premiums paid by the Company is limited to insurance rates applicable to a healthy individual of like age. The Company agrees to pay all such premiums, if any, on the
policy during the term of employment provided herein. 
 4.4 Vacation. Employee is entitled to take up to six
(6) weeks of fully compensated vacation per annum. 
 4.5 Professional Fees/Journals/Society Memberships Stipend.
The Company shall pay Employee One Thousand Dollars ($1,000.00) per annum to help defray Employee’s miscellaneous costs in maintaining professional relationships. 
 4.6 Directors and Officers Insurance. The Company shall provide Employee with a standard directors and officers insurance policy,
as provided by the Company to other directors and/or officers of the Company, its affiliates and subsidiaries. 
 4.7
Personal Financial Planning Assistance. Effective with the onset of this Agreement, the Company shall pay Employee Eight Hundred Dollars ($800.00) per annum as a stipend to help defray costs for personal tax preparation and/or other personal
and family financial planning costs. 
 4.8 Long-Term Disability Insurance Benefit. At a minimum, the Company shall
acquire for Employee long-term disability insurance coverage throughout the term of this Agreement, for which protection to Employee shall apply after ninety (90) days of continuous disability with protection to age sixty-five (65) years
and at sixty percent (60%) of Employee’s Base Salary, plus integration of benefits with government and certain other disability benefit programs (which may, inclusively, approximate sixty-five percent (65%) of Employee’s Base
Salary). 
 4.9 Sabbatical Leave Benefit. After each consecutive five (5) year period of employment, Employee
shall be entitled at Employee’s option to a three (3) week sabbatical, off salary, provided Employee serves the Company with three (3) months advance notice. 
 4.10 Medical Insurance Coverage, If Disabled. The Company shall continue to provide and pay for Employee’s existing medical
insurance coverage, if Employee becomes fully disabled, up until age sixty-five (65) years, or until Employee becomes eligible for any alternative medical benefits program, if sooner. 
  

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 4.11 Automobile Expense. The Company shall pay Employee One Thousand Dollars
($1,000.00) per month as an automobile allowance. 
 4.12 Company Aircraft. To the extent the Company owns or leases on
a full-time basis an aircraft for business use, Employee is entitled to reasonable personal use of aircraft that is leased, owned or maintained by the Company; provided, that such use does not interfere with bona-fide business of the Company. For
purposes of this Section, reasonable use shall include up to twenty (20) hours of flight time per year, with any unused hours in one year being available for use in a later year. The charge for such personal use shall be accounted for
consistently with past practices of the Company. Employee shall not be entitled to any remuneration for unused hours hereunder upon termination of employment or otherwise. 
 5. Business Expenses. The Company will reimburse Employee, within 60 days following submission by Employee to the Company of appropriate
supporting documentation) for Employee’s usual and customary business expenses incurred in the course of Employee’s employment in accordance with the Company’s applicable policies and procedures, including expenditure limits and
substantiation requirements, in effect from time to time regarding reimbursement of expenses incurred by similar situated employees of the Company; provided claims for such reimbursement (accompanied by supporting documentation) are submitted to the
Company within 90 days following the date such claims are incurred. 
 6. Termination. Notwithstanding any other provision of this
Agreement, the provisions of this Section 6 shall exclusively govern Employee’s rights under this Agreement upon termination of employment with the Company and its affiliates. 
 6.1 Mutual Agreement/Resignation without Good Reason/Death or Disability. Employee’s employment shall terminate upon the
occurrence of either of the following events: 
 (a) The Company and Employee shall mutually agree to termination in writing
or Employee shall resign without Good Reason; provided that Employee shall be obligated to give the Company at least 90 days advance written notice of any resignation without Good Reason. Except as otherwise provided in
Section 6.6(a)(i), upon Employee’s termination of employment due to mutual agreement, or the resignation of employment by Employee without Good Reason (as defined herein), Company will pay to Employee the amount of any unpaid Base Salary
owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination. 
 (b) The death of Employee or termination by the Company due to Employee’s Disability. Disability for purposes of this Agreement shall
be the inability of Employee to materially perform his duties hereunder due to a physical or mental condition for a period of 90 consecutive days, as reasonably determined by the Board in good faith. Upon Employee’s termination of employment
for death or disability, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the
performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to the severance compensation and rights described in Section 6.5(b). 
  

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 6.2 Termination for Cause. Employee’s employment may be terminated by the
Company for “Cause” upon the occurrence of any of the following events: 
 (a) Employee’s conviction of or the
entering of a guilty plea or plea of no contest with respect to a felony, the equivalent thereof, or any other crime involving fraud, dishonesty or moral turpitude which in the reasonable judgment of the Board is materially detrimental to the
Company or materially affects Employee’s ability to perform his duties pursuant to this Agreement; 
 (c) Employee’s
intentional neglect of or material inattention to Employee’s duties, which neglect or inattention remains uncorrected for more than 10 days following written notice from the Board detailing such neglect or inattention; 
 (d) Employee commits an intentional and material act (i) to defraud the Company or its affiliates, or (ii) of embezzlement or
dishonesty against the Company or its affiliates; or 
 (e) Employee willfully impedes or endeavors to influence, obstruct or
impede or fails to materially cooperate with an investigation authorized by the Board, a self-regulatory organization or a governmental department or agency. 
 Upon the Company’s termination of employment for Cause, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to
Section 5 for expenses incurred in the performance of his duties hereunder prior to termination, and Company will have no other liability to Employee hereunder. Such termination shall be without prejudice to any other remedy to which the
Company may be entitled, either by law, or in equity, or under the terms of this Agreement. 
 6.3 Termination Without
Cause. In the event that the Company terminates Employee’s employment without Cause, Company will pay to Employee the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed
expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination. In addition, Employee shall be entitled to the severance compensation and rights described in Section 6.5(a). 

6.4 Termination for Good Reason. Employee may voluntarily resign his employment for “Good Reason” upon the occurrence
of any of the following: 
 (a) The assignment to Employee of duties that represent a Substantial Adverse Alteration in the
nature or status of his responsibilities. A “Substantial Adverse Alteration” of Employee’s status or responsibilities shall include, but not be limited to, (i) any change in Employee’s authority whereby Employee does not
report directly to the Board, (ii) if any other employee or person is given authority by the Board whereby such person is senior to or otherwise entitled to exercise authority over Employee, or Employee reports to such person, or (c) in
the event the Company causes Employee to cease to be a director or Chief Executive Officer of the Company without Employee’s consent. 
  

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 (b) Any reduction in his annual Base Salary or his bonus computation formula. 

(c) The required relocation to a place of business more than 50 miles away from Employee’s current place of business. 

(d) Any material breach by the Company of this Agreement or any other agreement with, or obligation to or for the benefit of, Employee,
including but not limited to any stock option or benefit plan, or the Ensemble Acquisition LLC Agreement, in each case that is adverse to Employee. 
 (e) The Company provides notice of non-renewal of the term of the Agreement pursuant to Section 1(b). 
 Notwithstanding
the foregoing, no event shall constitute Good Reason unless and until Employee shall have notified the Company in writing describing the event which constitutes Good Reason and then only if the Company shall fail to cure such event with ten
(10) days following its receipt of such written notice. 
 Upon Employee’s termination of employment for Good Reason, Company will pay to Employee
the amount of any unpaid Base Salary owed through the date of termination, and shall reimburse Employee for any unreimbursed expenses pursuant to Section 5 for expenses incurred in the performance of his duties hereunder prior to termination.
In addition, Employee shall be entitled to the severance compensation and rights described in Section 6.5(a). 
 6.5
Severance Compensation and Other Obligations. 
 (a) If Employee’s employment is terminated by the Company without
Cause or by Employee for Good Reason, then, subject to Employee’s continued compliance with the provisions of Section 7 and 8 of this Agreement, the Company shall provide to Employee the following: 
 (i) Employee will receive an amount equal to three (3) times Employee’s Base Salary, payable in twelve (12) equal monthly
installments, beginning on the date of termination. 
 (ii) Employee will receive an amount equal to three (3) times the
average annual Bonuses paid to Employee pursuant to Section 3.2 of this Agreement (or Section 3.2 of the Prior Agreement, as applicable) for the two most recently completed Measuring Periods (as defined in Exhibit A), payable in twelve
(12) equal monthly installments, beginning on the date of termination. 
 (iii) Payment or reimbursement of all premiums
for medical benefits elected by Employee pursuant to the continuation of medical coverage under section 4980B of the Internal Revenue Code and sections 601 through 608, inclusive, of ERISA (collectively, “COBRA”) and, upon the
expiration of COBRA continuation coverage, a lump sum cash payment in an amount equal to the COBRA premiums due for 

  

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medical benefits elected by Employee for a period of 36 months, less the period for which COBRA continuation coverage was actually in effect. 
 (b) If Employee’s employment is terminated due to Employee’s death or by the Company due to Employee’s Disability, then
subject to Employee’s continued compliance with the provisions of Section 7 and 8 of this Agreement, the Company shall provide to Employee the following: 
 (i) Employee will receive continued payment of Employee’s Base Salary, payable in equal monthly installments, for a period of two
years following the date of termination; 
 (ii) Employee will receive an amount equal to two (2) times the average
annual Bonuses paid to Employee pursuant to Section 3.2 of this Agreement (or Section 3.2 of the Prior Agreement, as applicable) for the two most recently completed Measuring Periods (as defined in Exhibit A), payable in equal monthly
installments for two years following the date of termination. 
 (iii) Payment or reimbursement of all premiums for medical
benefits elected by Employee pursuant to the continuation of medical coverage under section 4980B of the Internal Revenue Code and sections 601 through 608, inclusive, of ERISA (collectively, “COBRA”) and, upon the expiration of
COBRA continuation coverage, a lump sum cash payment in an amount equal to the COBRA premiums due for medical benefits elected by Employee for a period of 24 months, less the period for which COBRA continuation coverage was actually in effect.

 ; provided that the amount of severance compensation under this Section 6.5(b) shall be reduced by the amount of
insurance proceeds received by Employee from any life insurance or disability plan or policy maintained for Employee by the Company or its affiliates. 
 6.6 Sale of the Company. 
 (a) Without limiting the provisions for termination of
employment contained herein, in the event of the termination of Employee’s employment within one year following the occurrence of a Sale of the Company: 
 (i) If such termination is by Employee without Good Reason, then, notwithstanding anything to the contrary in Section 6.1(a), and
subject to Employee’s continued compliance with the provisions of Section 7 and 8 of this Agreement, Employee shall be entitled (in lieu of the payments described in Section 6.1), to receive all payments and benefits and shall have
all rights as for a termination for a termination due to death or Disability, described in Sections 6.1 and 6.5(b); 
 (ii)
Upon a termination of Employee’s employment for any reason (other than a termination by the Company for Cause), the Company shall indemnify the Employee for any excise taxes under section 4999 of the Internal Revenue Code and other resulting
taxes, as described in Exhibit B to this Agreement. 
  

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 (b) The Company and Employee agree to cooperate in good faith to take appropriate action
and shall use best efforts to obtain approval of the terms of this Agreement, and the approval of any other arrangement which provides for any “parachute payment” to Employee, as defined in section 280G of the Internal Revenue Code, in a
manner that satisfies the shareholder approval requirements of Treas. Reg. § 1.280G-1 Q/7, based on the circumstances that are in effect at the Effective Date. 
 (c) The Company shall take appropriate action to provide in the appropriate equity compensation plans and agreements of the Company for
the full vesting of all equity awards to Employee upon the consummation of a Sale of the Company. 
 (d) A “Sale of the
Company” means: the occurrence of a Change of Control (as defined in the Amended and Restated Limited Liability Company Agreement of Ensemble Acquisition LLC dated as of November 23rd, 2005). For the avoidance of doubt, the consummation of the transactions contemplated by the Merger Agreement shall not constitute a Sale of the Company.

 7. Restricted Activities. 
 7.1 Preliminary Statement. Employee acknowledges that by virtue of Employee’s duties under this Agreement, Employee shall become aware of various sensitive and confidential information, and shall develop
contacts and relationships which Employee otherwise would not have had access to or developed. Employee further acknowledges that such information and relationships would give Employee an unfair competitive advantage should Employee compete with the
Company. Employee further acknowledges that the Company has certain subsidiaries and affiliates (collectively, the “Related Companies”) and that Employee may also become aware of certain confidential information relating to the Related
Companies and will develop certain contacts and relationships with clients or customers of the Related Companies which would give Employee an unfair competitive advantage if Employee should compete with the Related Companies. Accordingly, Employee
agrees that Employee shall not, directly or indirectly, whether alone or as a partner, officer, director, investor, employee, agent, member or shareholder of any other entity or corporation, without the prior written consent of the Company, violate
any of the covenants (the “Covenants”) set forth in this Section 7. For purposes of this Agreement, the term “affiliate” shall mean any person or entity which controls, is controlled by, or is under common control
with the Company or a Related Company. 
 7.2 Covenant Not to Divulge Confidential Information. During the term of
Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, and after termination of Employee’s employment with the Company, Employee shall not (i) use any Confidential Information of or concerning the
Company or the Related Companies except for the Company’s benefit or (ii) disclose or divulge to any third party any Confidential Information relating to the Company or the Related Companies, except as otherwise required by law.
“Confidential Information” shall mean information concerning the Company or any Related Company, whether written or oral, which Employee is or becomes aware of and which has not been publicly disclosed. Information shall not be deemed
“publicly disclosed” if disclosed by Employee in violation of this Agreement or as a result of such information being disclosed to employees or agents of the Company or any Related Company. 
  

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 7.3. Covenant Not to Compete or Interfere with Business Relationships. During the
term of Employee’s employment with the Company, whether pursuant to this Agreement or otherwise, for a period of (x) one (1) year after termination of Employee’s employment with the Company, if such employment is terminated
hereunder by the Company without Cause or by Employee for Good Reason, and (y) two (2) years after termination of Employee’s employment with the Company if such employment is terminated for any reason other than those described in
clause (x), Employee shall not engage in any activity competitive with or adverse to the Company or any Related Company described in this Section 7.3. 
 (a) Employee shall not solicit or hire (for Employee or on behalf of a third party) any person who is then, or during the term of this Agreement was, an employee or contractor (including, without limitation, any
contract physicians) of the Company or any Related Company. Contract physicians shall include those physicians with whom the Company or any Related Company then has a contract, or which have actively been recruited by the Company or any Related
Company within one hundred eighty (180) days prior to termination of this Agreement. 
 (b) Employee shall not induce or
attempt to induce any person or entity doing business with the Company or any Related Company, to terminate such relationship, or engage in any other activity detrimental to any Related Company. Specifically, Employee shall not solicit or contract
with (a) any then current client of the Company or any Related Company, (b) any client with which the Company or any Related Company previously did business during the one (1) year period immediately prior to termination of
Employee’s employment with the Company, or (c) any prospective client of the Company or any Related Company which the Company or a Related Company was “actively seeking” to do business with within the one (1) year period
immediately before termination of Employee’s employment with the Company. (For purposes of this Agreement, the Company or a Related Company will be deemed to have been “actively seeking” to do business with a prospective client if the
Company or a Related Company did any of the following: (A) met with the administration of such prospective client, (B) submitted a response to a Request for Proposal (“RFP”) or other formal proposal from such prospective client,
or (C) made any other written response to a request, solicitation, or initial discussion by or with such prospective client.). 
 (c) Employee shall not be employed by or have any financial relationship with any entity which directly or indirectly performs any competitive activity which Employee is individually prohibited from performing under the terms of this
Agreement. 
 (d) Notwithstanding the restrictions specified in this Section 7, nothing herein shall be construed to
prohibit Employee from: (i) owning, solely as a passive investment, the securities of an entity which are publicly traded on a national or regional stock exchange or on the over-the-counter market or investing through a private equity fund in
securities of an entity that is not publicly traded, provided that Employee (A) is not a controlling person or, or a member of a group which controls, such entity and (B) does not, directly or indirectly, own 5% or more of any class of
securities of such entity; or (ii) owning, solely as a passive investment, the securities of an entity which are not publicly traded provided that such entity is not engaged in a principal business of providing emergency room services to
hospitals. 
  

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 Except as specifically provided herein, Employee is free to practice medicine or engage in any business
activity, not otherwise prohibited by this Agreement, in any geographic location. 
 7.4 Construction. For purposes of
this Section 7, the term “then” shall mean at the time of Employee’s engagement in the applicable conduct. The Covenants are essential elements of this Agreement, and but for Employee’s agreement to comply with the
Covenants, the Company would not have entered into this Agreement. The Covenant shall be construed as independent of any other provisions in this Agreement. Except as provided in Section 7.6 below, the existence of any claim or cause of
action of Employee against the Company or any Related Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of any of the Covenants. The period of time during which Employee is prohibited from
engaging in the business practices described in the Covenants shall be extended by any length of time during which Employee is in breach of the Covenants. The Company and Employee agree that the Covenants are appropriate and reasonable when
considered in light of the nature and extent of the business conducted by the Company. However, if a court of competent jurisdiction determines that any portion of the Covenants, including without limitation, the specific time period, scope or
geographical area, is unreasonable or against public policy, then such Covenants shall be considered divisible as to time, scope, and geographical area and the maximum time period, scope or geographical area which is determined to be reasonable and
not against public policy shall be enforced. 
 7.5 Remedies. The parties agree that if Employee breaches any Covenant,
the Company or the Related Companies, as applicable, will suffer irreparable damages and Employee will receive a benefit for which Employee had not paid. Employee agrees that (i) damages at law will be difficult to measure and an insufficient
remedy to the Company or a Related Company in the event that Employee violates the terms of this Section 7 and (ii) the Company and the Related Companies shall be entitled, upon application to a court of competent jurisdiction, to
obtain injunctive relief to enforce the provisions of this Section 7 without the necessity of posting a bond or proving actual damages, which injunctive relief shall be in addition to any other rights or remedies available to the Company
or the Related Companies. No remedy shall be exclusive of any other, and neither application for nor obtaining injunctive or other relief shall preclude any other remedy available, including money damages and reasonable attorneys’ fees.
Employee agrees to pay the Company or the Related Companies all costs and expenses incurred by the Company or the Related Companies relating to the enforcement of the terms of this Section 7, including reasonable attorneys’ fees,
both at trial and in appellate proceedings. Employee acknowledges and agrees that the Related Companies are intended beneficiaries of the Covenants and shall have the same rights and remedies as the Company to enforce the Covenants. 
 7.6 Limitation on Enforcement. In the event the Company materially breaches this Agreement by failing to meet a payment obligation
hereunder (as defined below), and Employee is not in breach of this Agreement, then Employee shall no longer be bound by the Covenants. For purposes of this Agreement, “materially breaches this Agreement by failing to meet a payment obligation
hereunder” shall mean (i) the Company has failed to meet a payment obligation hereunder (and likewise failed to cure such nonpayment within thirty (30) days following notice from Employee) and (ii) the Company did not have a good
faith basis to not pay the disputed payment to Employee. If the Company has a good faith dispute regarding the 

  

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amount owed to Employee, such dispute shall be submitted to arbitration pursuant to Section 20 herein. If a good faith dispute does exist regarding any
payment obligation, the Company shall only be deemed to have materially breached this Agreement by failing to meet a payment obligation hereunder if, after the amount to be paid is determined by an arbitrator, the Company does not pay such amount
awarded by the arbitrator within thirty (30) days after the arbitrator’s decision. 
 8. Inventions and Intellectual
Property. Employee acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams,
procedures, data, documentation, ideas and writings and applications thereof relating to the present or planned business of the Company or any Related Company that, alone or jointly with others, Employee may conceive, create, make, develop, reduce
to practice or acquire during the term of this Agreement (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company, and Employee hereby assigns to the Company all of
Employee’s right, title and interest in and to all such Developments. All related items, including, but not limited to, memoranda, notes, lists, charts, drawings, records, files, computer software, programs, source and programming narratives
and other documentation (and all copies thereof) made or compiled by Employee, or made available to Employee, concerning the business or planned business of the Company or any Related Company shall be the property of the Company and shall be
delivered to the Company promptly upon the termination of this Agreement. The provisions of this Section 8 shall survive the termination of this Agreement. 
 9. Key Man Insurance. The Company shall have the option to purchase a key man disability and/or life insurance policy regarding Employee which names the Company or its designee as beneficiary. Employee agrees
to cooperate with the Company in obtaining such policies including, without limitation, submitting to a reasonably requested medical examination. 
 10. Death. If Employee dies before the date on which all amounts owing to the Employee hereunder are paid in full, the Company and Holdings, as the case may be, shall pay to the Trustees of The H. Lynn Massingale Trust dated
June 16, 2000 (or such other recipient as designated from time to time by Employee in writing) such remaining amounts when and as such amounts were otherwise payable to Employee. After receiving the payments provided under this
Section 10, Employee and Employee’s estate shall have no further rights against the Company for compensation under this Agreement. 
 11. Assignment and Binding Effect. Employee may not sell, assign, transfer, or otherwise convey any of Employee’s rights or delegate any of Employee’s duties under this Agreement without the prior written consent of the
Company. Otherwise, this Agreement shall be binding upon and inure, to the benefit of the parties and their successors, assigns, heirs, representatives and beneficiaries. 
 12. Entire Agreement and Modification. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning
such subject matter, and may be modified only by a written instrument duly executed by both parties. 
  

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 13. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement
on one or more occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. Any waiver by any party of a
breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. 
 14. Governing Law and Venue and Limitations Period. Tennessee law shall govern the rights and obligations under this Agreement, without giving
effect to any conflict of laws principles that would require application of the laws of any other jurisdiction. In the event litigation is necessary, despite the provisions of Section 20 below, such legal action shall be commenced only
in a court, of competent jurisdiction in Knox County, Tennessee; litigation commenced other than in Knox County, Tennessee shall be subject to being dismissed, stayed or having venue transferred to Knox County at the option of the party not
commencing said litigation. The parties further waive all objections and defenses to litigation being conducted in Knox County, Tennessee, based upon venue or under the doctrine of forum non conveniens. Legal proceedings for breach of this
Agreement shall be commenced within twelve (12) months of any alleged breach or thereafter be barred. 
 15. Notices. Any notice
or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or first class mail, to the addresses below, or hand-delivered to the party to whom it is to be
given. Any party may change such address by written notice to the other party. Any notice or other communication given by certified mail or first class mail shall be deemed given two (2) days after mailing thereof, except for a notice changing
a party’s address which shall be deemed given at the time of receipt thereof. 
  

			
	 If to the Company:
	  	Team Health, Inc.
		  	 1900 Winston Road, Suite 300

		  	 Knoxville, Tennessee 37919

		  	 Attn: Robert Joyner, Esq.


  

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	With a copy to:	  	Simpson Thacher & Bartlett, LLP
		  	425 Lexington Avenue
		  	New York, NY 10017
		  	Attn: Brian D. Robbins, Esq.
		
	If to Employee:	  	H. Lynn Massingale
		  	the most recent address included in the personnel records of the Company
		
	With a copy to:	  	Waller Lansden Dortch & Davis
		  	511 Union Street
		  	Suite 2700
		  	Nashville, Tennessee 37219
		  	Attn: Joseph A. Sowell, Esq.

 Notwithstanding anything herein to the contrary, if actual written notice is received, regardless, of the means of
transmittal, such notice shall be deemed to be acceptable and effective as proper notice under this Section 15. 
 16.
Severability. Except as otherwise provided in Section 7.4, in the event that any provision in this Agreement shall be found by a court, arbitrator, referee or governmental authority of competent jurisdiction to be invalid, illegal
or unenforceable, such provision shall be construed and enforced as if it had been narrowly drawn so as not to be invalid, illegal or unenforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall
not in any way be effected or impaired thereby, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 
 17. Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement. 
 18. Confidentiality. The parties acknowledge and agree that this Agreement and each of its
provisions are and shall be treated strictly confidential. During the term of this Agreement and thereafter, Employee shall not disclose any terms or information pertaining to any provision of this Agreement to any person or entity without the prior
written consent of the Company, with the exception of Employee’s tax, legal or accounting advisors for legitimate business purposes of Employee, or as otherwise required by law. 
 19. Enforcement Costs. Subject to the provisions of Section 7.5 herein, if any legal action or other proceeding is brought, for the
enforcement of any of the terms or conditions of this Agreement, or because of an alleged dispute, breach, or default, in connection with any of the provisions of this Agreement the prevailing party in such action shall be entitled to recover from
the non-prevailing party the costs it incurred in such action including, but not limited to, 

  

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reasonable attorneys’ fees (including costs and fees incurred on appeal), in addition to any other relief to which such party may be entitled.

 20. [reserved] 
 21.
Survival. Termination of this Agreement shall not terminate any continuing obligation(s) of the parties under this Agreement, and the parties hereby agree that such obligation(s) shall survive termination, unless the context of the
obligation(s) requires otherwise. 
 22. Name or Ownership Change. This Agreement shall continue in full force and effect in the event
of a change in the name or ownership of the Company. 
 23. Compliance with other Agreements. Employee represents and warrants that
the execution of this Agreement and Employee’s performance of Employee’s obligations hereunder will not conflict with, or result in a breach of any provision of, or result in the termination of, or constitute a default under, any agreement
to which Employee is a party or by which Employee is or may be bound. 
 24. No Rule of Construction. This Agreement shall be
construed to be neither against nor in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof. 
 25. Indemnification. 
 25.1 General. The Company agrees that if Employee is made a party or is threatened to be made a party to any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by
reason of the fact that Employee is or was a trustee, director, officer, member, shareholder, partner, employee or agent of the Company or any of its Related Companies or is or was serving at the request of the Company or any of its affiliates as a
trustee, director, officer, member, shareholder, partner, employee or agent of another corporation or a partnership, joint venture, limited liability company, trust or other entity, including without limitation, service with respect to employee
benefit plans, whether or not the basis for such Proceeding is alleged action in an official capacity while serving as a trustee, director, officer, member, shareholder, partner, employee, agent or otherwise, Employee shall be indemnified and held
harmless by the Company to the fullest extent authorized by law, as the same exists or may hereafter be amended, against all Expenses (as defined herein) incurred or suffered by Employee in connection therewith, and such indemnification shall
continue as to Employee even if he has ceased to be a trustee, director, officer, member, shareholder, partner or agent of, or is no longer employed by, the Company or any of its Related Companies and shall inure to the benefit of his heirs,
executors and administrators. 
 25.2 Expenses. As used in this Section 25, “Expenses” shall include,
without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, costs, attorneys’ fees, accountants’ fees, disbursements and costs of attachment or similar bonds, costs of investigations, and any
expenses of establishing a right to indemnification under this Agreement. 
  

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 25.3 Enforcement. If a claim or request under this Section 25 is not paid by
the Company, or on its behalf, within thirty (30) days after a written claim or request has been received by the Company, Employee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or request
and, if successful in whole or in part, Employee shall also be entitled to be paid the costs and expenses, including, without limitation, attorneys’ fees, or prosecuting such suit, together with prejudgment interest. 
 25.4 Partial Indemnification. If Employee is entitled to indemnification by the Company for some or a portion of any Expenses, but
not, however, for the total amount thereof, the Company shall nevertheless indemnify Employee for the portion of such Expenses to which Employee is entitled. 
 25.5 Advances of Expenses. Expenses incurred by Employee in connection with any Proceeding shall be paid by the Company in advance
upon Employee’s request that the Company pay such Expenses, but only in the event that Employee shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which Employee is not
entitled to indemnification, and (ii) a statement of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met. 
 25.6 Notice of Claim. Employee shall give the Company notice of any claim made against Employee for which indemnification will or
could be sought under this Agreement. In addition, Employee shall give the Company such information and cooperation as it may reasonably require and as shall be within Employee’s power and at such times and places as are convenient for
Employee. 
 25.7 Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to
which Employee notifies the Company of the commencement thereof: (i) the Company will be entitled to participate in such Proceeding at its own expense; (ii) except as otherwise provided below, to the extent it so desires, the Company will
be entitled to assume the defense thereof, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary
thereof (Employee also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such
circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly by the Company or result
in any limitation on, or reporting requirements to third parties by, Employee without Employee’s prior written consent. Neither the Company nor Employee will unreasonably withhold or delay their respective consent to any proposed settlement. A
party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in
reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement. 
  

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 25.8 Non-Exclusivity. The right to indemnification and the payment of expenses
incurred in defending a Proceeding in advance of its final disposition conferred in this Section 25 shall not be exclusive of any right that Employee may have or hereafter may acquire under any statute or certificate of incorporation or bylaws
of the Company or any subsidiary thereof, agreement, vote of shareholders or disinterested directors or trustees or otherwise. 
 26.
Compliance With IRC 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Employee’s termination of employment with the Company Employee is a “specified employee” as defined in Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any
accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided
to Employee) until the date that is six months following Employee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other
benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant
under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall
consult with Employee in good faith regarding the implementation of the provisions of this Section 25.9; provided that neither the Company nor any of its employees or representatives shall have any liability to Employee with respect to thereto.

 27. Liquidity Notice; Put Rights. Without limiting the generality of Sections 1 and 12 of this Agreement, Employee hereby agrees
that any and all put rights, or similar rights, Employee has with respect to any equity interests of the Company or any of its affiliates under the Prior Agreement, or otherwise, including the right to deliver a Liquidity Notice (as defined in
Section 6.5 of the Prior Agreement), are hereby cancelled. 
 28. Effect of Termination. Any termination of the Employee’s
employment with the Company shall automatically be deemed to be a simultaneous resignation of all other positions and titles the Employee holds with the Company, Holdings or any of their affiliates, whether as an officer, director, fiduciary,
administrator or otherwise. 
 29. Continuing Effect. Except as expressly amended or modified hereby, the Employment Agreement and the
Management Equity Agreement will and do remain in full force and effect in accordance with their respective terms. 
 [Signatures on next
page.] 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	 COMPANY:

	
	 TEAM HEALTH, INC.

		
	 By:
	 	/s/ Robert Joyner
	 Its:
	 	Executive Vice President
	
	 EMPLOYEE:

	
	/s/ Dr. Lynn Massingale


  

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