exv10w1






Exhibit 10.1




Employment Agreement




THIS AGREEMENT, made on the 28th day of August 2009 between




United American Healthcare Corporation, a company incorporated pursuant to

the laws of the State of Michigan

(Hereinafter revered to as “the Employer”)

OF THE FIRST PART

– And –

Anita R. Davis, of the City of Detroit, Michigan

(Hereinafter referred to as “the Manager”)

OF THE SECOND PART



WHEREAS the Manager and the Employer wish to enter into an employment agreement governing the
terms and conditions of employment;



THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements
hereinafter contained and for enhancement of administrative stability and conformity with the
Employer and whereas Employer and Manager believe that a written employment contract is necessary
to describe specifically their relationship and to serve as the basis of effective communication
between them as they fulfill their governance and administrative functions in the operation of the
employer. It is agreed by and between the parties hereto as follows:




1. Term of Employment



The employment of the Manager shall commence the date hereof and continue for an indefinite term
until terminated in accordance with the provisions of this agreement.




2. Compensation and Benefits



In consideration of her services to be provided by her hereunder, the Manager, during the term of
her employment, shall be paid a basic salary of $140,000 annually, in
equal by-weekly installments,
in arrears, less applicable statutory deductions. In addition to the foregoing, subject to the
Employer’s general expense reimbursement policies established from time to time, employer will
reimburse manager for any and all necessary, customary, and usual expenses incurred by her while
traveling for and on behalf of the employer pursuant to employer’s directions.





	 	a.	 	Benefits. The Manager is entitled to receive benefits in accordance with the
Employer’s standard benefit package, as amended from time to time. United American
Healthcare makes available a 401(k) plan to all managers on the first of the next
month following your date of hire. Eligible Managers may elect to contribute up to 15%
of their salary to the 401(k) plan, subject to the legal maximum per




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Employment
Agreement 
Anita R. Davis





	 	 	 	year. Further details will be provided in the 401(k) Plan Handbook at the time of
enrollment





3. Duties and Responsibilities



Subject to the supervision and pursuant to the orders, advice, and direction of Employer, Manager
shall perform such duties as are customarily performed by one holding such position in other
businesses or enterprises of the same or similar nature as that
engaged in by employer. Manager
shall additionally render such other and unrelated services and duties as may be assigned to her
from time to time by employer.




4. Manner of Performance of Manager’s Duties



Manager shall at all times faithfully, industriously, and to the best of her ability, experience,
and talent, perform all duties that may be required of and from her pursuant to the express and
implicit terms hereof to the reasonable satisfaction of employer. Such duties shall be rendered at
the above-mentioned premises and at such other place or places as employer shall in good faith
require or as the interests, needs, business, and opportunities of employer shall require or make
advisable.




5. Termination of Employment



Employer may terminate the employment of Manager at any time:





	 	a.	 	for cause, in which conduct is seriously prejudicial to the
Employer, including, but not limited to, neglect of duty or breach of contract in
violation of the state licensing laws or rules. Reasons for such a
proposed discharge for cause shall be given to Manager in writing
and Manager is entitled to at least two (2) weeks advance notice of
termination or compensation in lieu of notice;
	 
	 	b.	 	without cause, in which case the Employer shall provide the Manager with advance notice of termination or compensation in lieu

of notice equal to a six (6) month salary continuance.




The Manager may terminate her employment at any time by providing the Employer with at least four
(4) weeks advance notice of her intention to resign.



No salary continuance shall be payable in the event that Manager terminate voluntarily or is
involuntary terminated for cause.




6. Restrictive Covenant



Following the termination of the employment of the Manager by the Employer, with or without cause,
or the voluntary withdrawal by the Manager from the Employer, the Manager shall, for a period of
one year following the said termination or voluntary withdrawal, within the state of Michigan
refrain from either directly or indirectly soliciting or attempting to solicit the business of any
client or customer of the Employer for her own benefit or that of any third person or
organization, and shall refrain from either directly or indirectly attempting to






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Employment Agreement

 Anita R. Davis



obtain the withdrawal from the employment by the Employer of any other Manager of the Employer
having regard to the same geographic and temporal restrictions. The Manager shall not directly or
indirectly divulge any financial information relating to the Employer or any of its affiliates or
clients to any person whatsoever.




7. Confidentiality



The Manager acknowledges that, in the course of performing and fulfilling her duties hereunder, she
may have access to and be entrusted with confidential information concerning the present and
contemplated financial status and activities of the Employer, the disclosure of any of which
confidential information to competitors of the Employer would be highly detrimental to the
interests of the Employer. The Manager further acknowledges and agrees that the right to maintain
the confidentiality of such information constitutes a proprietary right which the Employer is
entitled to protect. Accordingly, the Manager covenants and agrees with the Employer that she will
not, during the continuance of this agreement, disclose any of such confidential information to any
person, firm or corporation, nor shall she use same, except as required in the normal course of her
engagement hereunder, and thereafter she shall not disclose or make use of the same.




8. Professional Liability





	 	a.	 	Association agrees that it shall defend, hold harmless and
indemnify Manager from any and all demands, claims, suits,
actions and legal proceedings brought against Manager in his/her
capacity, or in his/her official capacity as agent and manager of the
employer, provided the incident arose with the Manager was acting
within the scope of her employment as such liability coverage is
with the authority of the employer to provide under state law.
Except that, in no case, will individual Board members be
considered personally liable for indemnifying the Manager against
such claims demands, claims, suits, actions and legal proceedings.
	 
	 	b.	 	If, in the good faith opinion of the manager, conflict exists as
regards the defense to such claim between the legal position of the

Manager and the legal position of the Board.
	 
	 	c.	 	Employer shall not, however be required to pay any costs of any
proceedings in the event Board and Manager have adverse

interests in such litigation, except as stated above.





9. Assignment



This agreement shall be assigned by the Employer to any successor Employer and be binding upon the
successor Employer. The Employer shall ensure that the successor Employer shall continue the provisions of this agreement as if it
were the original party of the first part. This agreement may not be assigned by the Manager.




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Employment Agreement

 Anita R. Davis




10. Severability



Each paragraph of this agreement shall be and remain separate from and independent of and severably
from all and any other paragraphs herein except where otherwise indicated by the context of the
agreement. The decision or declaration that one or more of the paragraphs are null and void shall
have no effect on the remaining paragraphs of this agreement.




11. Notice



Any notice required to be given hereunder shall be deemed to have been properly given if delivered
personally or sent by pre-paid registered mail as follows:





	 	a.	 	to the Manager: 2550 West Grand Blvd — Suite 101, Detroit, Ml 48208
	 
	 	b.	 	to the Employer: 300 River Place, Suite 4950, Detroit, Ml 48207




and if sent by registered mail shall be deemed to have been received on the 4th business
day of uninterrupted postal service following the date of mailing. Either party may change its
address for notice at any time, by giving notice to the other party pursuant to the provisions of
this agreement.




12. Interpretation of Agreement



The validity, interpretation, construction and performance of this agreement shall be governed by
the Laws of the State of Michigan. This agreement shall be interpreted with all necessary changes
in gender and in number as the context may require and shall endure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto.



IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the
28th day of August 2009.




	 	 	 
	/s/
Carolyn Onumonu

	 	/s/ William C. Brooks
	 

	 	 
	WITNESS

	 	President and CEO
	 

	 	United American Healthcare Corporation
	 
	 	 
	/s/
Carolyn Onumonu

	 	/s/ Anita R. Davis
	 

	 	 
	WITNESS

	 	Anita R. Davis







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