Agreement shall be
treated as a right to a series of separate payments and references herein to
Executive's termination of employment shall refer to Executive's "separation
from service" within the meaning of Section 409A of the Code.
27. Effect of Termination. Any termination of the Employee's employment with the
Company shall automatically be deemed to be a simultaneous resignation of all
other positions and titles the Employee holds with the Company or any of its
affiliates, whether as an officer, director, fiduciary, administrator or
otherwise.
[Signatures on next page]
18
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
COMPANY: TEAM HEALTH, INC. By
/s/ Heidi S. Allen Its:
Senior Vice President
and General Counsel EMPLOYEE: /s/ H. Lynn Massingale
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EXHIBIT A
Employee shall be entitled to participate in a "Bonus", based on certain
earnings of Team Health, Inc. (the "Company"), as provided below.
1. The Company shall establish from time to time Company Target EBITDA for
certain periods of time not to exceed one (1) year ("Measuring Period'). Unless
otherwise determined by the Company and approved by the Board, the Company
Target EBITDA shall be based upon the Board approved budget for the applicable
Measuring Period. Employee shall be notified of such Company Target EBITDA for
the applicable Measuring Period within seventy-five (75) days of the end of the
preceding Measuring Period. If the actual EBITDA for the Company meets Company
Target EBITDA for such Measuring Period, Employee shall receive 65% of
Employee's Base Salary received during the Measuring Period as a Bonus.
Additionally, if the actual EBITDA for the Company exceeds Company Target EBITDA
for such Measuring Period, Employee shall receive an additional 65% (or portion
thereof) of Employee's Base Salary received during the Measuring Period as a
Bonus for every 1% (or portion thereof) the actual EBITDA for the Company
exceeds Company Target EBITDA for such Measuring Period (up to a maximum Bonus
of 97.5% of Employee's Base Salary if actual EBITDA is equal to or greater than
100% of Company Target EBITDA). For example, if the actual EBITDA for the
Company is 105.5% of the Company Target EBITDA for the applicable Measuring
Period, then Employee would receive 97.5% of Employee's Base Salary received
during such Measuring Period as a Bonus. If the actual EBITDA for the Company
for any Measuring Period does not meet Company Target EBITDA 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.
3. For purposes of this Agreement, (i) EBITDA shall mean the Company's 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 one (1) year. The parties specifically acknowledge
that