Employment Agreement



 EXHIBIT 10.45 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT (“Agreement”) dated as of
March 10, 2008 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Robert DiProva (“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. This Agreement replaces and supersedes the Employment Agreement dated February 28, 2008,
which the parties hereby agree is null and void. 
 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 three (3) years beginning on March 17, 2008 (the
“Effective Date”) and ending on March 16, 2011 (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. For the period from March 17, 2008 through
March 31, 2008, Executive shall serve as and have the title of Senior Vice President of Finance and shall have such duties as assigned by the Chief Executive Office of the Company from time to time. Beginning on April 1, 2008 and
continuing thereafter, Executive shall serve as and have the title of Senior Vice President and Chief Financial Officer 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. Executive and the Company acknowledge and agree that Executive shall relocate his primary residence to the Jacksonville, Florida area by the end of
the Temporary Period (as defined below). Notwithstanding the foregoing, Executive acknowledges that he shall be required to fulfill his duties on a full-time basis at the Company’s principal place of business during the Temporary Period.
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 Sixty Five Thousand Dollars ($265,000) 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 annually and 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 to participate in the Company’s executive performance bonus plan, which shall provide for an annual bonus based on the realization of financial and performance goals of the Company and the Executive (and Executive’s target bonus
under such plan shall be equal to 40% of his Base Compensation, with a maximum payout of up to 60% of his Base Compensation). For calendar year 2008, Executive shall be guaranteed a bonus of at least $35,000, which such bonus shall be payable in
February 2009. 
 (c) Stock Options. Executive shall be entitled to receive, pursuant to a separate Non-Statutory Stock Option
Agreement, 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 (the “Parent”).

 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. 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. Additionally, the Executive shall have up to Fifty Thousand Dollars ($50,000) (the “Relocation Allowance”) to use, in his discretion,
in connection with: (a) the actual, reasonable costs and expenses incurred in connection with Executive’s temporary residence in Jacksonville, Florida for a period of up to ninety (90) 








 
days following the Effective Date (the “Transition Period”); (b) the actual, reasonable travel costs of the Executive to return to his primary
residence during the Transition Period; and (c) all actual out-of-pocket relocation expenses incurred by Executive in connection with his relocation to Jacksonville, Florida (including, the closing costs incurred with respect to the sale and
purchase of his primary residence) within nine months of the Effective Date (the “Temporary Period”); provided, however, that Executive shall only be permitted to utilize $25,000 of the Relocation Allowance for costs and expenses relating
to (a) and (b) above. 
 7. 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 follow any reasonable and
lawful directive of the Company, 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 failure of Executive to perform his duties hereunder, which failure continues after the date which is ten (10) days after
the Company provides the Executive with written notice of such failure; 
 (iii) the breach of any provision hereof, which
breach is not cured within ten (10) days after written notice thereof to Executive; 
 (iv) Executive’s willful
misconduct in connection with the performance of his duties as an employee or officer of the Company; 
 (v) 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; 
 (vi) commission by Executive of any crime which constitutes a felony; 
 (vii) 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 
 (viii) 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. 
 (f) Constructive Discharge.
Executive may terminate this Agreement in the event of Constructive Discharge (as defined below) by providing written notice to the Company within three months after the occurrence of such event, specifying the event relied upon for a Constructive
Discharge; provided that such event is not cured within ten (10) days after written notice thereof to the Company. “Constructive Discharge” shall mean any (i) material change by the Company of Executive’s position,
functions, or duties to an inferior position, functions, or duties from those in effect on the Effective Date, (ii) assignment, reassignment, or relocation by the Company of Executive, without Executive’s consent, to another place of
employment more than 25 miles from the current principal place of business of the Company; (iii) reduction in Executive’s Base Compensation or the maximum potential amount of the Annual Bonus Compensation, or (iv) Change in Control
(as defined below). For purposes of this Section 7(f), Change in Control shall mean: 
  

	 	(A)	any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, any person (or group of persons acting in concert) other than Monitor
Clipper Equity Partners II, L.P. and Monitor Clipper Equity Partners II (NQP), L.P. (together with Monitor Clipper Equity Partners II, L.P., “MCP”) and their affiliates will have the direct or indirect power to elect a majority of the
members of the Board of Directors of the Company; 

  

	 	(B)	any sale or other disposition of all or substantially all of the assets of the Company (including without limitation through the sale of all or substantially all of the stock or
other equity interests of its direct or indirect subsidiaries or sale of all or substantially all of the assets of the Company and its direct or indirect subsidiaries, taken as a whole) to another person; 

  

	 	(C)	any merger or consolidation with another person (the “Change of Control Transferee”) if, immediately after giving effect thereto, any person (or group of persons acting in
concert) other than the Company and its affiliates will have the power to elect a majority of the members of the board of directors (or other similar governing body) of the Change of Control Transferee; or 









	 	(D)	any change in the ownership of the capital stock of the Parent or any issuance of shares of such capital stock or options, warrants or convertible securities with respect to such
capital stock if, immediately after giving effect thereto, MCP and its affiliates cease to own, directly or indirectly, at least 33 1/3% of the fully-diluted shares of the capital stock of the Parent. 

 Notwithstanding the foregoing, a Change of Control shall be deemed not to have occurred if, following any transaction or series of transactions, whether or not described
above, (i) MCP continues to hold an equity interest in a line of business of the Company (whether through the Company or another person or entity), (ii) MCP and its affiliates have the direct or indirect power to elect a majority of the
members of the Board (or similar governing body) of the Company (or such other person or entity), (iii) MCP and its affiliates own, directly or indirectly, at least 33 1/3% of the fully-diluted shares of the capital stock of the Parent of the
Company (or equity interests in such other person or entity) and (iv) Executive is offered continued employment as Senior Vice President and Chief Financial Officer of the Company (or such other person or entity) on the terms and conditions
contained herein. 
 8. 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 7(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 6 hereof up until the date of termination. 
 (b) Without Cause, Constructive Discharge, Death or Disability. In the event that the Company shall terminate Executive without Cause, the
Executive shall terminate this Agreement for Constructive Discharge, or upon the death or Disability of Executive, (i) 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, and (ii) on the final date of payment of the Base Compensation under subsection (i), the Company shall pay Executive a lump sum amount equal to fifty percent
(50%) of the target amount of his annual bonus. 
 9. 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. 
 10. 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. 







 11. 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. 
 12. 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. For purposes of Sections 9 through 12 (inclusive), the definition of the term “Company” shall be deemed to include the Company and
all of its affiliates and subsidiaries. 







 13. 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 
 841 Prudential Drive, Ste. 900 
 Jacksonville, FL 32207 
 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 
 14.
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. 
 15. 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.

 16. 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. 
 17. 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/ Robert DiProva

	Robert DiProva
		
	Address: