ANOTHER IN IDENTIFYING SUCH PERSONAL FILES AND PROVIDING
ELECTRONIC COPIES OF SUCH PERSONAL FILES TO THE EXECUTIVE.
(F)
TERMINATION OF VRP AGREEMENT.
VRP
AND THE EXECUTIVE ACKNOWLEDGE AND AGREE THAT THE AMENDED AND RESTATED
INDEPENDENT PHYSICIAN AGREEMENT, DATED SEPTEMBER 13, 2007 (THE "VRP AGREEMENT"),
WILL TERMINATE AS OF THE RESIGNATION DATE IN ACCORDANCE WITH
SECTION 6.2(D) THEREOF, AND THAT NEITHER VRP NOR THE EXECUTIVE SHALL HAVE ANY
RIGHTS OR OBLIGATIONS THEREUNDER.
VRP AND THE EXECUTIVE SHALL NOT HAVE ANY
OBLIGATION TO NEGOTIATE ANY NEW AGREEMENT AS CONTEMPLATED BY THE LAST SENTENCE
OF SECTION 6.2(D) OF THE VRP AGREEMENT.
(G)
RELEASE.
SIMULTANEOUSLY WITH THE
EXECUTION OF THIS AGREEMENT, THE EXECUTIVE WILL EXECUTE A RELEASE IN THE FORM
ATTACHED TO THIS AGREEMENT AS EXHIBIT A (THE "RELEASE").
THIS AGREEMENT WILL
NOT BE INTERPRETED OR CONSTRUED TO LIMIT THE RELEASE IN ANY MANNER AND THE
EXISTENCE OF ANY DISPUTE RESPECTING THE INTERPRETATION OR ALLEGED BREACH OF THIS
AGREEMENT WILL NOT NULLIFY OR OTHERWISE AFFECT THE VALIDITY OR ENFORCEABILITY OF
THIS RELEASE.
2.
BOARD OF DIRECTORS AND CHAIR.
(A)
CONTINUED SERVICE.
THE EXECUTIVE
SHALL CONTINUE TO SERVE ON THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD") IN
ACCORDANCE WITH THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY.
SUBJECT TO TERMINATION AS PROVIDED IN SECTION 2(C), BELOW, THE EXECUTIVE SHALL
SERVE AS NON-EXECUTIVE CHAIRMAN OF THE BOARD FOR AN INITIAL TERM OF ONE (1) YEAR
AFTER THE RESIGNATION DATE (THE "INITIAL TERM"), WHICH TERM MAY BE RENEWED FOR
SUCCESSIVE TERMS OF ONE (1) YEAR UPON THE MUTUAL AGREEMENT OF THE COMPANY AND
THE EXECUTIVE.
(B)
RESPONSIBILITIES.
IN HIS CAPACITY AS
CHAIRMAN OF THE BOARD, THE EXECUTIVE SHALL REPORT TO THE BOARD AND PERFORM SUCH
DUTIES CUSTOMARY FOR A NON-EXECUTIVE CHAIRMAN AS THE BOARD MAY REASONABLY
REQUEST FROM TIME TO TIME, INCLUDING: (I) SETTING BOARD MEETING AGENDAS IN
COLLABORATION WITH THE CHIEF EXECUTIVE OFFICER; (II) PRESIDING AT BOARD
MEETINGS, EXECUTIVE SESSIONS AND THE ANNUAL STOCKHOLDER MEETING; (III) ASSIGNING
TASKS TO THE APPROPRIATE COMMITTEES; (IV) ENSURING THAT INFORMATION FLOWS OPENLY
BETWEEN THE MANAGEMENT AND THE BOARD; (V) ORGANIZING THE CHIEF EXECUTIVE OFFICER
EVALUATION AND PROVIDE CONTINUOUS ONGOING FEEDBACK; (VI) LEADING THE BOARD IN
ANTICIPATING AND RESPONDING TO CRISES; AND (VII) ASSISTING WITH THE TRANSITION
AND MENTORING THE NEW CHIEF EXECUTIVE OFFICER.
(C)
TERMINATION.
THE COMPANY AND THE
EXECUTIVE AGREE THAT NOTHING STATED IN THIS AGREEMENT SHALL REQUIRE (I) THE
EXECUTIVE TO CONTINUE TO SERVE AS CHAIRMAN OR AS A MEMBER OF THE BOARD, OR
(II) THE BOARD TO CONTINUE TO RETAIN THE EXECUTIVE AS ITS
4
CHAIRMAN.
THE BOARD SHALL HAVE THE RIGHT TO TERMINATE THE EXECUTIVE AS CHAIRMAN
OF THE BOARD, WITH OR WITHOUT CAUSE, UPON WRITTEN NOTICE TO THE EXECUTIVE, AND
THE EXECUTIVE'S SERVICE AS CHAIRMAN WILL AUTOMATICALLY TERMINATE UPON HIS DEATH,
RESIGNATION, REMOVAL OR EXPIRATION OF HIS TERM AS A DIRECTOR WITHOUT BEING
RE-ELECTED BY THE STOCKHOLDERS.
FOR PURPOSES OF THIS AGREEMENT, CAUSE SHALL
MEAN:
(1)
EXECUTIVE SHALL HAVE BEEN INDICTED FOR A
FELONY;
(2)
EXECUTIVE SHALL HAVE BEEN CONVICTED OF (OR
PLEAD