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                                                                  Exhibit 10.14


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
at Knoxville, Tennessee effective as of ___________________, by and between
______________, a Tennessee corporation (the "Company"), and
_____________________ ("Employee").

                                   WITNESSETH:

         WHEREAS, the Company desires to employ Employee pursuant to the terms
of this Agreement; and

         WHEREAS, Employee desires to be so employed pursuant to the terms of
this Agreement.

         NOW THEREFORE, the parties agree as follows:

         1. Employment and Term. The Company agrees to employ Employee and
Employee agrees to be employed by the Company pursuant to the terms of this
Agreement to perform the duties assigned to Employee by the Company. The term of
this Agreement shall begin on ____________, ______ and be for a period of
________ years, subject to earlier termination pursuant to this Agreement.
Thereafter, this Agreement shall automatically renew for successive ___________
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 _______________ days prior to the expiration of the then
current term.

         2. Duties. Employee will perform all duties customarily incident to
Employee's position as ___________________, and such duties which may from time
to time be assigned to Employee by the Company. During the term of this
Agreement, Employee shall exert Employee's best efforts and devote Employee's
full time and attention to Employee's employment hereunder and the affairs of
the Company.

         3. Compensation.

                  3.1 Salary. During the term of this Agreement, Employee shall
receive an annualized salary of ___________________________ dollars, payable in
accordance with the Company's normal payroll procedures. In addition, the
Company may, in its sole discretion, increase Employee's salary from time to
time without written amendment to this Agreement.

                  3.2 Bonus. Commencing with the Employment Date and thereafter
during the term of Employee's employment by the Company, in addition to
Employee's base salary, Employee shall be entitled to a Bonus as determined in
accordance with Exhibit A. For the year ______ which Employee is employed
(commencing with the Employment date and ending ____________, the Employee will
be guaranteed a bonus equal to _____ of his salary pro-rated by the percentage
determined by dividing the number of days he was so employed by 365. For
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the portion(s) of the term of employment occurring after _____________, _____
the Bonus will be determined in accordance with Exhibit A.

                  3.3 Additional Bonus. Employer will pay a __________ bonus in
the amount of _________________ Dollars on _______________, ______ provided
Employee shall be employed by the Employer on such date.

                  3.4. Taxes and Other Applicable Deductions. The Company shall
withhold from all compensation paid to Employee all applicable sums for Federal
Income Tax, FICA, and such other amounts as are necessary and applicable.

                  3.5 Equity Investment. For a period of ___ days, commencing
with the Effective Date, Employee is hereby granted the right to either (i)
purchase _____ shares of stock at the fair market value of the date of the grant
all subject to the terms and conditions of the Employer's ______ Stock Option
Plan (the "Plan") OR (ii) purchase an amount of the Common Units at the fair
market value per unit and an amount of the Preferred Units at a purchase price
of $_______ per unit plus any unpaid coupon interest or unpaid dividend accrual
related to such Preferred Units with respect thereon though the date of such
purchase (the "Units Purchase Date"), such amount and the terms of which are to
be determined by the Board but which would substantially be equivalent in value
as the right to purchase the stock options in subsection (i) above. Employee
acknowledges having received a copy of the Plan. For the purpose hereof, the
Common Units and the Preferred Units referred to herein shall be issuances by
Team Health Holdings, L.L.C. ("Holdings") as authorized by Holding's Amended and
Restated Limited Liability Company Agreement, dated ___________, _____ (the
"Operating Agreement") and the terms of the issuance of such Common Units and
Preferred Units shall be in accordance with the Operating Agreement and
substantially in the form of the Management Unit Purchase Agreement and related
documents, copies of which will be delivered to Employee on his request.

         4. Benefits. In addition to Employee's salary, Employee shall be
entitled to all standard benefits normally provided by the Company to its
similarly situated employees, which may be sponsored, developed or established
by the Company from time to time in the sole discretion of the Company,
including Employee health coverage and long term disability equal to __________
of your monthly salary and life insurance equal to _________times your annual
salary. During the term of this Agreement, Employee shall be entitled to
__________ weeks vacation per year and sick leave in accordance with the
Company's policies and procedures in effect from time to time regarding
similarly situated employees of the Company. Employee shall schedule time off at
such time or times approved by the Company so as not to interfere with the
Company's operations. Employee shall be able to participate in the Company's
401(k) Plan ("Plan"), subject to the requirements of the Plan.

         5. Business Expenses. The Company will reimburse Employee 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. Employee will also be reimbursed for the
costs of his relocation to Knoxville, Tennessee in accordance with the Company's
relocation benefit policy, a copy of which is attached as Exhibit B.

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         6. Termination.

                  6.1 Automatic Termination. This Agreement shall terminate upon
the occurrence of either of the following events:

                           (a) in the event the Company and Employee shall
mutually agree to termination in writing; or

                           (b)      upon the death of Employee.

                  6.2 Discretionary Termination.

                           (a) This Agreement may be terminated immediately, at
the option of the Company, upon the occurrence of any of the following events:

                                    (i) Employee's conduct which is materially
detrimental to the Company (or any Related Company, as defined in Section 7.1
below) or the Company's (or any Related Company's) relationship with any person
or entity;

                                    (ii) Employee's commission of a felony, or
any material act of fraud, dishonesty, or misrepresentation, or any other act of
moral turpitude;

                                    (iii) Employee's use of any addictive
substance, including, without limitation, alcohol, barbiturates and narcotic
drugs, which impairs Employee's ability to perform Employee's duties hereunder
as determined by the Company;

                                    (iv) INTENTIONALLY OMITTED

                                    (v) Employee's conduct which tends to bring
the Company or any other Related Company into substantial public disgrace or
disrepute; or

                                    (vi) Employee's gross negligence or willful
misconduct with respect to the Company or any other Related Company.

                                    (b) Upon the occurrence of any event set
forth in Section 6.2(a), the Company may terminate this Agreement by giving
written notice to Employee. 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 upon Default. This Agreement may be
immediately terminated by either party in the event that the other party
materially breaches this Agreement and/or fails to promptly and adequately
perform their duties hereunder in accordance with the terms and conditions of
this Agreement; provided, however, that the breaching party shall have

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_______ days (or such greater period as may be mutually agreed upon by the
parties) to cure such breach or failure after receiving written notice thereof
from the other party.

                  6.4 Termination without Cause. Notwithstanding any other
provision of this Agreement, either party may terminate this Agreement without
cause upon not less than ________________ days (the "Notice Period") prior
written notice to the other party. If Employee gives the Company notice of
termination pursuant to this Section 6.4, the Company may, upon the date such
notice is given, or anytime thereafter, relieve Employee, in whole or in part,
of Employee's duties and/or accelerate the date of termination, and Employee
shall only be entitled to compensation through the last day Employee works. If
the Company gives Employee notice of termination pursuant to this Section 6.4,
the Company may, upon the date such notice is given, or anytime thereafter,
relieve Employee, in whole or in part, of Employee's duties and/or accelerate
the date of termination, provided that Employee shall be entitled to
compensation hereunder as if Employee had worked through the end of the Notice
Period.

                  6.5 Compensation upon Termination. Subject to Section 6.4,
upon termination in accordance with this Agreement, Employee (or Employee's
estate) shall be entitled to receive only the salary accrued but unpaid as of
the date of termination and such other amounts as may be payable in accordance
with the terms and provisions of the benefit programs of the Company. If this
Agreement is terminated by the Company without cause (as provided in Section 6.4
above), Employee will receive Employee's base salary for ___________ months
following the date of termination (the "Termination Period"). Notwithstanding
anything herein to the contrary, in no event shall Employee (or Employee's
estate) be entitled to additional compensation for the economic value of any
benefits provided by, or expenses paid by, the Company pursuant to this
Agreement, including unused vacation or sick leave, upon such termination. After
receiving the payments provided under this Section 6.5, neither Employee nor
Employee's estate shall have any further rights against the Company for
compensation under this Agreement.

         7. Covenants.

                  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, affiliates and "friendly corporations and associations"
(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

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"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. Moreover, the parties agree that
all Confidential Information shall be deemed to be trade secrets.

                  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, and for _________ years after
termination of Employee's employment with the Company, Employee shall not engage
in any activity competitive with or adverse to the Company or any Related
Company, including the following:

                           (i) 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 _________________ days prior to termination of Employee's
employment;

                           (ii) 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 the Company or 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 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 ____________ 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

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client, or (C) made any other written response to a request, solicitation, or
initial discussion by or with such prospective client.); or

                           (iii) 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.

                  Except as specifically provided herein, the parties agree that
Employee is free to 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 Covenants 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
but not limited to, reasonable attorneys' fees and costs and expenses incurred
at trial and in appellate proceedings. Employee acknowledges and agrees that

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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
_______________ 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 amount owed to Employee, such
dispute shall be submitted to arbitration pursuant to Section 19 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 _________________ 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 Person Insurance. The Company shall have the option to purchase
key person disability and/or life insurance policies regarding Employee which
name 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. Miscellaneous.

                  10.1 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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                  10.2 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:                 _______________________
                                                     _______________________
                                                     _______________________
                                                     _______________________

                  With a copy to:                    _______________________
                                                     _______________________
                                                     _______________________
                                                     _______________________

                  If to Employee:                    _______________________
                                                     _______________________
                                                     _______________________


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 10.2.

                  10.3 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.

                  10.4 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.

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                  10.5 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 affected 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.

                  10.6 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.

                  10.7 Governing Law, 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 10.12 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 _____________
months from the date on which the party bringing such action becomes aware of
the event giving rise to such action or thereafter be barred.

                  10.8 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.

                  10.9 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.

                  10.10 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.

                  10.11 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.

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                  10.12 Arbitration. Except as otherwise provided herein, all
controversies, disputes, or claims arising out of or relating to this Agreement
or the performance by the parties of the terms hereof shall be submitted to
binding arbitration in Knoxville, Tennessee, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect, or
such rules as the parties may agree upon. Subject to the provisions of Section
7.5 herein, the arbitrator(s) shall have the authority to award relief under
legal or equitable principles, including interim or preliminary relief, and to
allocate responsibility for the costs of arbitration and to award recovery of
attorneys' fees and expenses in such a manner as is determined to be appropriate
by the arbitrator(s). The arbitration award shall be enforceable in any court
having jurisdiction. This Section 10.12 shall not apply to any claim brought in
a court of competent jurisdiction to enforce an arbitration award or to obtain
equitable relief. Moreover, this Section 10.12 shall not preclude any action
(including court action) taken by the Company or any Related Company to enforce
Section 7 hereof, and no application for arbitration or for a court order
compelling arbitration under this Section 10.12 shall be a ground for staying or
enjoining any action brought to enforce Section 7 hereof.

                  10.13 Enforcement Costs. Subject to the provisions of Section
7.5 herein, if any legal action or other proceeding is brought, other than
pursuant to Section 10.12 herein, 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, reasonable attorneys' fees and costs and other expenses incurred at
trial and in appellate proceedings, in addition to any other relief to which
such party may be entitled. The extent to which a party is determined to be a
"prevailing party" and the appropriate allocation of attorneys' fees and costs
and other expenses shall be decided by (i) the arbitrator under Section 10.12 or
(ii) the court, as the case may be.

                  10.14 No Rule of Construction. This Agreement shall not be
construed either against or 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.


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         IN WITNESS WHEREOF the parties have entered into this Agreement
effective as of the date first written above.

                             COMPANY:

                             ______________________________

                             By:  ______________________________________________


                             Its: ______________________________________________



                             EMPLOYEE:

                             ___________________________________________________



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                                    EXHIBIT A

         Employee shall be entitled to participate in a "Bonus", based upon (a)
certain earnings and other goals and target performance of Team Health, Inc.
(the "Company") and (b) certain earnings and other goals and target performance
based upon that portion of the Company or any affiliate or Related Company of
the Company or any combination thereof (collectively "Affiliate") designated by
the Company with respect to which Employee is given responsibilities by the
Company during the Measuring Period, as provided below.

         1. The Company shall establish from time to time Company Target EBITDA,
Affiliate Target EBITDA and other goals for certain periods of time not to
exceed _________ year ("Measuring Period"). Employee shall be notified of such
Company Target EBITDA, Affiliate Target EBITDA and other goals for the
applicable Measuring Period within __________ days of the end of the preceding
Measuring Period. If the actual Company EBITDA, the actual Affiliate EBITDA, and
the actual performance of Employee exceeds the Company Target EBITDA, the
Affiliate Target EBITDA and the other goals established for such Measuring
Period, Employee shall receive __________________ of Employee's base salary
received during the Measuring Period as a Bonus. If the actual Company EBITDA,
the actual Affiliate EBITDA, and the actual performance of Employee for any
Measuring Period does not exceed the Company Target EBITDA, the Affiliate Target
EBITDA, and the other goals respectively, in such Measuring Period, no Bonus
shall be paid under this paragraph.

         2. Except as specifically provided in Section 6.5 ("Severance
Compensation") of this Agreement, Employee's Bonus shall not accrue until the
last day of each Measuring Period, and shall be pro-rated for any partial year
where appropriate.

         3. For purposes of this Agreement, (i) EBITDA shall mean the Company's
or the Affiliate's respective earnings before interest, taxes, depreciation and
amortization, as calculated by the Company using its usual and customary
accounting practices and (ii) Measuring Period shall be any period of time
defined by the Company, provided that such time period shall not exceed
___________ year. The parties specifically acknowledge that the salary and
benefits paid by the Company to Employee pursuant to this Agreement shall be
deemed to be expenses when calculating the EBITDA.

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