Exhibit 10.1


    Exhibit
      10.1

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT,
      dated
      effective as of January 1, 2000, is by and between Meridian Occupational
      Healthcare Associates, Inc., a Delaware business corporation (“Employer”), and
      E. Stuart Clark (“Employee”).

    


    
      	
              1.

            	
              EMPLOYMENT.
                Employer hereby employs Employee and Employee hereby accepts employment
                with Employer upon the terms and conditions set forth in this
                Agreement.

            


    

    


    
      	
              2.

            	
              TERM.
                The term of this Agreement shall commence as of the date hereof,
                and shall
                continue for a period of two (2) years (the “Term”) unless sooner
                terminated pursuant to Paragraph 6 hereof. This Agreement shall be
                automatically renewed for one (1) year periods unless at least one
                hundred
                eighty (180) days before the second and all subsequent anniversary
                dates
                of this Agreement either party gives notice in writing to the other
                of its
                election not to extend the Term.

            


    

    


    
      	
              3.

            	
              DUTIES.
                Employee shall serve as Vice President of Sales and Marketing. Employee
                agrees to devote his/her entire working time, energy and skills,
                and to
                the best of his/her ability, carry out the duties and responsibilities,
                commensurate with the foregoing title, reasonably requested of him/her.
                Notwithstanding the foregoing, Employee shall be permitted to continue
                non-competitive outside business activities such as service on charitable
                boards, corporate boards and volunteer activities, approved by the
                Board
                of Directors, its Compensation Committee or an authorized officer.
                The
                employee's services shall be based in Nashville, Tennessee, although
                reasonable business travel may be
                required.

            


    

     

    
      
        	
                4.

              	
                COMPENSATION

              


      

    

    


    (a) Annual
      Salary.
      Employee
      shall receive a salary of One Hundred Twelve Thousand ($112,000) per year
      (“Annual Salary”), payable in regular installments at such time and in such
      manner as other executive employees of Employer, but no more frequently than
      bi-weekly. The Annual Salary will be reviewed by Employer for potential upward
      adjustment at least once annually. Compensation adjustments will be based on
      the
      results of a performance appraisal due annually. Any determination to increase
      Employee’s Annual Salary shall be in the sole discretion of the Board, its
      Compensation Committee, or an authorized officer. Downward adjustment of Annual
      Salary may entitle Employee to terminate for Good Reason to the extent provided,
      and with the consequences described, in Section 6.

    


    (b) Bonuses.
      Employer
      may pay bonuses to Employee from time to time during the term of this Agreement.
      Not less than once each year, the
      Board
      of Directors, its Compensation Committee or an authorized officer will review
      whether to pay Employee a bonus based upon his or her performance during the
      applicable year, as well as Employer’s financial performance and condition.
      Payment of any such bonuses shall be in the sole and absolute discretion of
      the
      Board of Directors, its Compensation Committee or an authorized officer;
      provided that it is intended that Employee shall participate in any bonus pool
      maintained by Employer for executive employees.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Commissions.
      No
      commissions will be paid to Employee with respect to any contracts entered
      into
      by Employer, any affiliate of Employer, or otherwise.

     

    
      
        	
                5.

              	
                FRINGE
                  BENEFITS

              


      

       

      (a) General.
        During
        the term hereof, Employee shall receive fringe benefits including health,
        life
        and disability insurance, pension or retirement plan participation, to the
        extent provided to executive officers of Employer generally.

    

    


    (b) Vacation.
      Employee
      shall be entitled to receive paid time off for vacation and/or sick days in
      an
      annual amount not less than the greater of four weeks per year or the amount
      provided for Employee under Employer's PTO policy as of the effective date
      of
      this Agreement. Employee shall, in his or her reasonable discretion with the
      reasonable approval of the Board, its Compensation Committee, or an authorized
      officer, and subject to the general policies and practices of Employer,
      determine the time and intervals of such vacation. Notwithstanding the first
      sentence of this paragraph, any paid vacation that has been accrued but not
      used
      as of December 31 of any year shall be deducted from the maximum amount that
      may
      accrue during the following year, so that at no time will any Employee have
      accrued more than the maximum amount set forth in the first sentence of this
      paragraph, unless such continued accrual is approved by the Board, its
      Compensation Committee, or an authorized officer.

    


    (c) Reimbursement
      for Reasonable Business Expenses.
      Employer
      shall, within its general policies and practices (including without limitation
      the requirement of reasonable documentation), reimburse Employee for reasonable
      business expenses incurred by him or her in connection with the performance
      of
      her duties pursuant to this Agreement, including, but not limited to, travel
      expenses and other reasonable business expenses.

     

    
      
        	
                6.

              	
                TERMINATION

              


      

       

    

    (a) Death.
      If
      Employee shall die during the Term, this Agreement shall terminate, except
      that
      Employee’s legal representatives shall be entitled to receive the Annual Salary
      and any accrued but unused vacation pay to the last day of the month in which
      Employee’s death occurs.

    


    (b) Disability.
      If
      Employee shall suffer permanent or long term disability during the Term, this
      Agreement shall terminate, except that Employee shall be entitled to receive
      the
      Annual Salary and any accrued but unused vacation pay to the earlier of (a)
      the
      last day of the month in which Employee first becomes eligible for reimbursement
      under any long term disability insurance policy then maintained by the Employer
      for the benefit of Employee (the "Insurance Policy"), or (b) 180 days following
      the occurrence of such permanent or long term disability. Permanent or long
      term
      disability shall be defined in the same manner as under the Insurance Policy,
      if
      any, or, if no Insurance Policy exists, shall mean such disability as shall
      prevent Employee from performing his or her duties hereunder for a period in
      excess of 90 days.

     

    
      
        
        

      

      
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    (c) Other
      Early Termination.
      Notwithstanding any other provision herein to the contrary, Employer may
      terminate Employee’s employment hereunder with cause or without cause by written
      notice to Employee at any time specifying the date of termination. If Employer
      terminates Employee without cause or if Employee terminates his or her
      employment hereunder with Good Reason as defined below, Employee shall be
      entitled to receive and Employer shall be obligated to pay, as severance: (i)
      an
      amount equal to twelve (12) months of Employee’s then current Annual Salary
      payable in monthly installments; (ii) continuation at Employer’s expense for
      twelve (12) months of group health insurance. Employee’s employment by Employer
      shall be deemed to have been terminated for cause if terminated for any of
      the
      following reasons, each of which shall be “cause” for termination of Employee’s
      employment: (i) Employee’s willful failure to comply with this Agreement or
      perform his or her duties hereunder in any material respect, provided that
      Employee shall have been given ten days' written notice of such failure and
      an
      opportunity to cure; or (ii) Employee’s commission of a material act of
      dishonesty related to performance of his or her duties or to Employer's affairs,
      or an act of fraud, embezzlement or any crime classed as a felony under
      applicable law. Employee will be deemed to have terminated his or her employment
      hereunder with Good Reason if he or she terminates his or her employment within
      thirty (30) days after: (i) a diminution in Employee’s Annual Salary of more
      than five percent (5%); (ii) Employee’s relocation by Employer to a place of
      work more than thirty (30) miles from Employee’s previous place of work, or
      (iii) a material diminution, without Employee's consent, in Employee's title
      or
      responsibilities as compared to those described in Section 3.

     

    
      
        	
                7.

              	
                RESTRICTIVE
                  COVENANTS

              


      

    

    


    (a) Confidentiality.
      Employee
      agrees to keep secret and retain in the strictest confidence, all confidential
      matters of Employer, including, without limitation, trade secrets, “know-how”,
      provider lists, customer lists, pricing policies, utilization review and quality
      management protocols, operational methods and other business affairs and plans
      of Employer and its affiliates and subsidiaries, and not to disclose such
      information to anyone outside of the Employer, except in the course of
      performing his or her duties hereunder or with Employer’s express written
      consent. Upon termination of employment with Employer, or at any time the
      Employer may so request, Employee agrees to deliver promptly to the Employer
      all
      memoranda, notes, records, manuals, and other documents (and all copies hereof)
      relating to the Employer’s business and all property associated therewith, which
      Employee may then possess or have under his or her control.

    


    (b) Non-Competition.
      Employee
      agrees that during the Term, and for a period of six (6) months after
      termination or expiration of the Term for any reason, Employee shall not serve
      as proprietor, partner, employee, stockholder, principal, agent, consultant,
      director, or officer, or in any other capacity participate, engage or have
      a
      financial or other interest in, any business which is a Direct Competitor of
      Employer. The term “Direct Competitor” as used herein shall mean any person or
      entity which is engaged in, or is about to become engaged in, the development
      or
      operation of an entity or business similar to Employer, or which provides
      services similar to those offered by Employer in any state in which Employer
      or
      any of its subsidiaries or affiliates conducts business activities or plans
      to
      conduct business activities as described above during the Term or at the time
      of
      the termination thereof. This paragraph shall not preclude Employee from
      accepting employment or otherwise establishing a consulting or financial
      relationship with a health maintenance organization, insurance company or other
      third party payer of health benefits so long as Employee is not involved in
      the
      management, development, or operation of occupational health or primary care
      facilities or programs, or other lines of business in which Employer is engaged
      at the time of termination of Employee’s employment hereunder. For purposes of
      this Paragraph, the ownership of an interest constituting not more than one
      percent (1%) of the outstanding debt or equity in a corporation whose shares
      are
      traded in a recognized stock exchange or traded in an over-the-counter market,
      even though the corporation may be a Direct Competitor, shall not be deemed
      financial interest or participation in a Direct Competitor.

     

     

    
      
        
        

      

      
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    (c) Non-Solicitation.
      Employee
      agrees that for a period of one (1) year beginning on the date of termination
      of
      Employee’s employment with Employer, for any reason, he or she shall not
      directly or indirectly, either individually or as an employee, agent, partner,
      shareholder, consultant or in any other capacity: (i) solicit or attempt to
      solicit or influence any employee of Employer or employee or physician
      independent contractor of any affiliate or subsidiary of Employer, or successor
      or assign thereof, to perform any services whatsoever for any business which
      is
      a Direct Competitor; or (ii) call upon any person or entities having business
      relationships with Employer or any of Employer’s affiliates or subsidiaries, or
      any successor or assign thereof, with a view to inducing such person or entities
      to cease doing business with Employer, its affiliates or subsidiaries, or any
      successor or assign thereof.

    


    (d) Remedies.
      If
      the
      Employee commits a breach, or threatens to commit a breach, of any of the
      provisions of this Paragraph 7, Employer’s rights and remedies shall include,
      but are not limited to, the following:

    


    
      	 	
              (i)
                

            	
              the
                right and remedy to have the provisions of this Agreement specifically
                enforced by any court of competent jurisdiction, it being acknowledged
                that any such breach or threatened breach shall cause irreparable
                injury
                to the Employer, and that money damages shall not provide an adequate
                remedy to Employer; and

            


    

     

    
      
        	 	
                (ii)

              	
                the
                  right and remedy to require Employee to account for any and pay
                  over to
                  Employer all compensation, profits, monies, accruals, or other
                  benefits
                  derived or received by him or her as a result of any transactions
                  constituting a breach of any of the provisions of this Paragraph
                  7, and
                  the Employee hereby agrees to account for and pay over such amounts
                  to
                  Employer.

              


      

    

    


    
      	 	 	
              Each
                of the rights and remedies enumerated above shall be independent
                of the
                other and shall be severally enforceable, and all such rights and
                remedies
                shall be in addition to, and not in lieu of, any other rights and
                remedies
                available to Employer under law or in
                equity.

            


    

    


    (e) Construction.
      If
      any of
      the covenants contained in this Paragraph 7, or any part thereof, hereafter
      is
      construed to be invalid or unenforceable, the same shall not affect the
      remainder of the covenant or covenants, which shall be given full effect,
      without regard to the invalid portions. If any of the covenants contained in
      this Paragraph 7, or any part thereof, is held to be unenforceable because
      of
      the duration of such provision or the areas covered thereby, the parties agree
      that the court making such determination shall have the power to reduce the
      duration and/or the area of such provision, and, in its reduced form, said
      provision shall then be enforceable.

     

     

    
      
        
        

      

      
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              8.

            	
              WAIVER.
                The failure of either party to insist, in any one or more instances,
                upon
                the performance of the terms or conditions of this Agreement shall
                not be
                construed as a waiver or relinquishment of any right granted hereunder
                or
                of the future performance of any such term, covenant, or
                condition.

            


    

    


    
      	
              9.

            	
              INDEMNIFICATION.
                Employer
                hereby indemnifies and holds harmless Employee from any and all liability,
                loss, damage, claim or expense of any kind incurred by Employee,
                including
                costs and reasonable attorney’s fees, arising from or related to
                Employee’s good faith performance of his or her duties hereunder. The
                indemnifications of this Paragraph 9 shall survive the termination
                of this
                Agreement.

            


    

    


    
      	
              10.

            	
              NOTICES.
                All
                notices, requests, demands and other communications hereunder shall
                be in
                writing and shall be delivered personally, or by overnight delivery
                services, or sent by registered or certified mail, return receipt
                requested, first-class postage prepaid and properly addressed as
                follows:

            


    

    


    

      
        	 	
                If
                  to Employer:

              	
                Meridian
                  Occupational Healthcare Associates, Inc.

              
	 	 	
                20
                  Burton Hills Boulevard - Suite 200

              
	 	 	
                Nashville,
                  TN 37215

              
	 	 	
                Attn:
                  Human Resources Director

              


      



      
        	 	
                If
                  to Employee:

              	
                __________________________________

              
	 	 	
                __________________________________

              
	 	 	
                __________________________________

              


      



      
        	
                11.

              	
                AMENDMENT.
                  This Agreement may be amended only by an agreement in writing signed
                  by
                  the Employer and Employee.

              


      

      


      
        	
                12.

              	
                GOVERNING
                  LAW.
                  This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of the State of Delaware.

              


      

      


      
        	
                13.

              	
                ASSIGNMENT;
                  SUCCESSORS AND ASSIGNS.
                  The
                  rights and obligations of Employee may not be delegated or assigned
                  except
                  as specifically set forth in this Agreement, and except for normal
                  and
                  customary delegations of responsibilities to subordinate officers
                  or
                  employees of Employer. This Agreement shall be binding upon and
                  inure to
                  the benefit of and shall be enforceable by employer and its respective
                  successors and assigns, and employee, his or her heirs, beneficiaries
                  and
                  legal representatives.

              


      

    


    
      
         

        


        
        

      

      
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                14.

              	
                ENTIRE
                  AGREEMENT.
                  This
                  Agreement contains the entire Agreement of the parties with respect
                  to
                  Employee’s employment by Employer and this Agreement supersedes any prior
                  Agreements between them, whether oral or
                  written.

              


      

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Agreement effective as of January 1,
        2000.



    


    MERIDIAN
      OCCUPATIONAL HEALTHCARE ASSOCIATES, INC.

    


    


    

      
        	
                By:
                  

              	
                /s/
                  Shannon Wolcott 

              
	 	 
	 	 
	
                Date:
                  

              	
                1-21-2000

              
	 	 
	 	 
	 	 
	 	 
	 	 
	
                Employee:

              	
                E.
                  Stuart Clark

              
	 	
                (print)

              
	 	 
	
                /s/
                  E. Stuart
                  Clark                  

              
	 	
                (signature)

              


      

    

    


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