Employment Agreement



 Exhibit 10.31 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT (“Agreement”) dated as of
December 13, 2007 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Paul Bode (“Executive”). 
 Recitals 
 The Company, through its Board of Directors (the “Board”),
desires to retain the services of Executive, and Executive desires to be retained by the Company, on the terms and conditions set forth in this Agreement. 
 Agreement 
 For and in consideration of the foregoing and the mutual covenants of the parties herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 1. EMPLOYMENT. The Company hereby employs Executive to serve in the capacities described herein, and Executive hereby accepts such employment and agrees to perform the services described herein upon the terms
and conditions hereinafter set forth. 
 2. TERM. The employment of Executive under this Agreement shall be for a period of two
(2) years beginning on January 1, 2008 (the “Effective Date”) and ending on December 31, 2009 (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods,
unless either party provides written notice to the other party of its intention to terminate this Agreement thirty (30) days prior to the expiration of the term (each a “Renewal Term” and together with the Initial Term, the
“Term”). The Term shall be subject to earlier termination in accordance with the terms and conditions of this Agreement. 
 3.
DUTIES. Executive shall serve as and have the title of Senior Vice President of Sales and shall have such duties as assigned by the Chief Executive Officer of the Company from time to time. Executive agrees to devote his full business time,
energy, skills and best efforts to such employment while so employed. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs so long as, in the reasonable determination of the Board, such activities do
not interfere with his duties and responsibilities hereunder or from serving, subject to the prior approval of the Board, as a member of the board of directors or as a trustee of any other corporation, association or entity. 
 4. COMPENSATION. 
 (a) Base
Compensation. The Company shall pay Executive, and Executive agrees to accept, an initial base compensation at the initial rate of Two Hundred Thousand Dollars ($200,000) per year, in equal installments no less frequently than monthly, through
the Term (the “Base Compensation”). The Base Compensation shall be reviewed by the Company following the completion of the first quarter of 2008, and thereafter annually, which Base Compensation shall be subject to adjustment according to
the performance of the Executive, as determined by the Board, in its sole and absolute discretion. 







 (b) Annual Bonus Compensation. Each calendar year, Executive shall be eligible for an annual bonus
based on the realization of financial goals of the Company. The financial goals to be met by the Company shall be determined by the Board and reduced to writing in January of each year. Assuming satisfaction of such goals, the bonus will be a target
of sixty-five percent (65%) of the Base Compensation, up to a maximum of eighty-five percent (85%) of the Base Compensation; provided, however, that Executive shall be entitled to an annual bonus of at least Sixty Two Thousand Five Hundred
Dollars ($62,500) for fiscal year 2008. The annual bonus shall be payable in accordance with the Company’s policies. 
 (c) Signing
Bonus. Within ten (10) business days following the Effective Date, the Company shall provide the Executive with a one-time lump sum signing bonus (the “Signing Bonus”) of Sixty Two Thousand Five Hundred Dollars ($62,500);
provided, however, in the event that, within one (1) year following the Effective Date, (i) the Executive terminates his employment with the Company or (ii) the Executive is terminated by the Company for Cause (as defined below), the
Executive shall be required to repay the Signing Bonus to the Company upon such termination. 
 5. BENEFITS. 
 (a) Generally. Executive shall be eligible for fringe benefits pursuant to any pension, retirement, or other employee fringe benefit plan that the
Company makes available to employees of the Company and for which Executive will qualify according to his eligibility under the provisions thereof, on the same basis as is applicable to other similarly situated executive employees. 
 (b) Health and Disability Insurance. Executive, and all members of the Executive’s immediate family, shall be entitled to participate in
health and disability insurance plans that the Company offers to other employees of the Company from time to time, on the same basis as is applicable to other similarly situated executive employees, consistent with past practice. 
 (c) Vacation. During the Term of this Agreement, Executive shall be entitled to twenty (20) paid vacation days, plus paid Company holidays
and sick days in accordance with the Company’s policies and procedures applicable to similarly situated executive employees. 
 6.
OPTIONS. Executive shall be entitled to receive, pursuant to a separate Non-Statutory Stock Option, options to purchase One Million Nine Hundred Sixty Seven Thousand Forty Nine (1,967,049) shares of common stock of MCP-MSC Acquisition,
Inc., a Delaware corporation and the sole shareholder of the Company. 
 7. EXPENSES. Except as otherwise agreed to herein, Executive
shall be reimbursed for all usual business expenses incurred on behalf of the Company, in accordance with Company practices and procedures. 







 8. TERMINATION. The term of Executive’s employment under this Agreement may be terminated
prior to expiration of the Term provided in Section 2 hereof only in accordance with the following sections. 
 (a) For Cause.
This Agreement may be immediately terminated by the Company for Cause. For purposes of this Agreement, the term “Cause” shall include, without limitation, the termination of Executive by the Company as a result of the existence or
occurrence of one or more of the following conditions or events: 
 (i) the failure of Executive to perform his duties
hereunder or to comply with any reasonable, lawful policy, directive or instruction of the Board or the Chief Executive Officer, which failure continues after the date which is ten (10) days after the Company provides the Executive with written
notice of such failure; 
 (ii) the breach of any provision hereof, which breach is not cured within ten (10) days after
written notice thereof to Executive; 
 (iii) Executive’s willful misconduct in connection with the performance of his
duties as an employee or officer of the Company; 
 (iv) commission by Executive of any act of fraud or material
misrepresentation or a material act of misappropriation in connection with his duties as an employee or officer of the Company; 
 (v) commission by Executive of any crime which constitutes a felony; 
 (vi) the entry of a judgment or order
enjoining or preventing Executive from such activities as are material or essential for Executive to perform his services as required by this Agreement; or 
 (vii) willful and deliberate conduct or activities by Executive which would be reasonably likely to result in material damage to the business of the Company. 
 (b) Mutual. Executive’s employment under this Agreement may be terminated upon mutual written agreement of the Company and Executive.

 (c) Without Cause. The Company and the Executive shall have the right to terminate this Agreement and the Executive’s
employment with the Company at any time without Cause. 
 (d) Death. In the event of the death of Executive, the employment of
Executive shall terminate immediately. 
 (e) Disability. If, during Executive’s employment with the Company, Executive shall
become permanently disabled and unable to perform his duties as required herein (“Disability”) for a total of one hundred eighty (180) days in any twelve (12) month period then the Company may, upon thirty (30) days written
notice to Executive, terminate Executive’s employment under this Agreement. 







 9. SEVERANCE. In the event of the termination of Executive’s employment under this Agreement
for any reason, the Company shall provide the payments and benefits to Executive as indicated below: 
 (a) With Cause or Voluntary
Termination by Executive. If Executive is terminated for Cause (as defined in Section 8(a) of this Agreement), or if Executive voluntarily terminates his employment with the Company, the Company shall be obligated only to continue to pay to
Executive his Base Compensation, if any, earned up to the date of termination and shall reimburse Executive for any expenses to which Executive is due reimbursement by the Company under Section 7 hereof up until the date of termination.

 (b) Without Cause, Death or Disability. In the event that the Company shall terminate Executive without Cause, or upon the death or
Disability of Executive, the Company shall be obligated to continue to pay full Base Compensation to Executive for a period of six (6) months after the date of termination as if Executive had not been so terminated. 
 10. NONCOMPETITION; NONSOLICITATION. For a period beginning on the date hereof and ending two (2) years following the date on which the
Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent of the Company, engage or have an interest, anywhere in the United States of America or any other geographic area where the Company did business
as of the date hereof or at any time during the Executive’s employment by the Company or in which its products or services are or were marketed or sold, alone or in association with others, as principal, agent, partner, stockholder, or through
the investment of capital, lending of money or property, rendering of services or otherwise, in any business competitive with that engaged in by the Company as of the date hereof or by the Company at any time during Executive’s employment by
the Company (“Competitive Business”). For a period beginning on the date hereof and ending two years following the date on which the Executive ceases to be employed by the Company, the Executive shall not, except as an employee or agent of
the Company, directly or indirectly, on behalf of himself or any other person or entity, (A) accept business from or solicit the business of (in either case, which such business is competitive with that of the Company) (a) any person or
entity who is, or who had been at any time during the preceding two years or at any time during the Executive’s employment by the Company, a customer of the Company or any successor to the business of the Company (each a “Customer”),
or otherwise divert or attempt to divert any business from the Company or any successor or otherwise induce, request, advise or persuade any Customer to cease to do business with or reduce the amount of business which such Customer has customarily
done or is reasonably expected to do with the Company or any successor; or (B) solicit or induce any person who is an employee of, or otherwise engaged by, the Company, to leave the employ or engagement of the Company or hire any such person
until one (1) year after such person has left the employ of the Company, or any such successor or any person with whom such person was placed for employment or engagement during the preceding one year. The Executive shall not at any time,
directly or indirectly, except as an employee or agent of the Company, use or purport to authorize any person or entity to use any name, mark, logo, trade dress or other identifying words or images which are the same as or similar to those used
currently or in the past by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Notwithstanding anything to the contrary contained herein, the following
activities shall not be deemed to be a violation of the provisions of this Section: the ownership or control by the Executive of up to five percent of the outstanding voting securities or securities of any class of a company with a class of
securities which are publicly traded. 







 11. CONFIDENTIALITY. The Executive acknowledges that the intellectual property and all other
confidential or proprietary information with respect to the Company’s engagement in the business of distributing medical supplies and equipment, pharmaceuticals and services throughout the United States of America (the “Business”) are
valuable, special and unique. The Executive shall not, at any time after the date hereof, except as an employee or agent of the Company, or except as required by applicable law, disclose, directly or indirectly, to any person or entity, or use or
purport to authorize any person or entity to use any confidential or proprietary information with respect to the Company or the Business, whether or not for his own benefit, without the prior written consent of the Company, including without
limitation, confidential or proprietary information as to the financial condition, results of operations, strategic partners, customers, suppliers, products, products under development, services, inventions, sources, leads or methods of obtaining
new products or business, intellectual property, pricing methods or formulas, cost of supplies, marketing strategies or any other information relating to the Company or the Business, but not including information which is or shall become generally
available to the public or is generally known in the industry other than as a result of an unauthorized disclosure by the Executive or a person or entity to whom the Executive has provided such information. The Executive acknowledges that Company
would not enter into this Employment Agreement without the assurance that all such confidential and/or proprietary information will be used for the exclusive benefit of the Company. 
 12. NONDISPARAGEMENT. Neither the Executive nor the Company shall (and shall cause the officers, directors, employees, shareholders, members,
partners, representatives and agents of any entity or business directly or indirectly controlled by the Executive and the Company to not) commit any act or omission that would tend to disparage or adversely affect the reputation of the other party
or any present or future subsidiaries, parents or affiliates of the other party or any of their respective principals, officers, directors, shareholders, members, employees, businesses or operations. Without in any way limiting the generality of the
foregoing, the Executive and the Company shall not (and shall cause the officers, directors, employees, shareholders, members, partners, representatives and agents of any entity or business directly or indirectly controlled by the Executive and the
Company to not) make any disparaging or unfavorable statements to any third party, either orally or in writing, regarding the other party or any present or future subsidiaries, parents or affiliates of the other party or any of their respective
principals, officers, directors, shareholders, members, employees, businesses or operations. 
 13. ENFORCEABILITY OF RESTRICTIVE
COVENANTS. The restrictions set forth in this Agreement are considered by the parties hereto to be reasonable for the purposes of protecting the value of the business and goodwill of the Company and the Business. The parties acknowledge that the
Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company in the event the covenants contained in this Agreement were not complied with in accordance with their terms. Accordingly, the
Executive agrees that any breach or threatened breach by him of any provision of this Agreement shall 








 
entitle the Company to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be
available to them, and that they shall be entitled to receive from the Executive reimbursement for all attorneys’ fees and expenses incurred by the Company in enforcing these provisions. In addition to its other rights and remedies, the Company
shall have the right to require the Executive, if he breaches any of the covenants contained in this Agreement to account for and pay over to the Company all compensation, profits, money, accruals and other benefits derived or received, directly or
indirectly, by such party from the action constituting such breach. If the Executive breaches the restrictive covenants set forth in this Agreement, the running of the time periods described therein shall be tolled for so long as such breach
continues. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provisions of
this Agreement relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, such time period, scope of activities and/or
geographic area, as the case may be, shall be reduced to the maximum that such court deems enforceable. If any provisions of this Agreement other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the
invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and
agreement of the parties. 
 14. NOTICES. Any notice required or permitted to be given under this Agreement shall be sufficient if in
writing and shall be effective when received if sent, postage-prepaid, by certified or registered mail, return receipt requested, or by overnight delivery service against receipt, to the addresses below or to such other address as either party shall
designate by written notice to the other: 
 If to Executive, to the address set forth below his name on the signature page hereto.

 If to the Company: 
 MSC-Medical Services Company 
 11764-1 Marco Beach Drive 
 Jacksonville, FL 32224 
 Attn: Chief Executive
Officer 
 with a copy to: 
 MSC-Medical Services Company 
 c/o Monitor Clipper Partners, LLC 
 Two Canal Park 
 Cambridge, MA 02141

 Attn: Adam Doctoroff 







 15. ENTIRE AGREEMENT; MODIFICATION. 
 (a) This Agreement contains the entire agreement of the Company and Executive, and the Company and Executive hereby acknowledge and agree that this
Agreement supersedes any prior statements, writings, promises, understandings or commitments between the parties hereof. 
 (b) No future
oral statements, promises or commitments with respect to the subject matter hereof, or other purported modification hereof, shall be binding upon the parties hereto unless the same is reduced to writing and signed by each party hereto. 

16. ASSIGNMENT. The rights and obligations of the parties under this Agreement shall inure to the benefit of and shall be binding upon, and
enforceable by, the successors and permitted assigns of the parties. Notwithstanding anything contained herein to the contrary, the Company shall have the right to assign this Agreement to any of its subsidiaries, direct or indirect parents or other
affiliates. Except as otherwise set forth in this Agreement, neither party may assign his or its rights or obligations under this Agreement without the prior written consent of the other party. 
 17. GOVERNING LAW; VENUE; INDEPENDENT REPRESENTATION. This Agreement shall be governed by and construed in accordance with the domestic laws of
the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of
Florida. The parties agree that any and all actions arising under or in respect of this Agreement shall be litigated in any federal or state court of competent jurisdiction located in the County of Duval, State of Florida. By execution and delivery
of this Agreement, each party irrevocably submits to the personal and exclusive jurisdiction of such courts for itself or himself, and in respect of its or his property with respect to such action. Each party agrees that venue would be proper in any
of such courts, and hereby waives any objection that any such court is an improper or inconvenient forum for the resolution of any such action. Executive acknowledges and agrees that he has had the opportunity to seek his own independent legal
counsel to represent Executive’s interest in connection with the transactions contemplated by this Agreement. 
 18.
MISCELLANEOUS. 
 (a) The section headings contained herein are for reference purposes only and shall not in any way affect the meaning
or the interpretation of this Agreement. 
 (b) The failure of any party to enforce any provision of this Agreement shall in no manner affect
the right to enforce the same, and the waiver by any party of any breach of any provision of this Agreement shall not be construed to be a waiver by such party of any succeeding breach of such provision or a waiver by such party of any breach of any
other provision. 
 (c) Except as otherwise provided herein, in the event any one or more of the provisions of this Agreement shall for any
reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, and enforceable provision which
comes closest to the intent of the parties. 







 (d) The prevailing party in any litigation brought to enforce the provisions of this Agreement shall be
entitled to reimbursement from the nonprevailing party for reasonable attorney’s fees and costs incurred in connection with such litigation. 
 (e) This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. 
 (f) This Agreement is being entered into among competent and experienced parties represented by counsel, has been reviewed by the parties and counsel for
each of Executive and the Company, and therefore any ambiguous language in this Agreement shall not be construed against either party as the drafter of this Agreement. 
 [Signatures Appear on Following Page] 







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

			
	MSC-MEDICAL SERVICES COMPANY, a Florida corporation
		
	By:	 	 /s/ Joseph P. Delaney

	Name:	 	Joseph P. Delaney
	Title:	 	Chief Executive Officer
	
	EXECUTIVE:
	
	 /s/ Paul Bode

	Paul Bode
		
	Address: