HAVE NOT BEEN COMPLETED, BUT SHALL AGAIN BE SUSPENDED UNTIL
TRIGGERED UNDER SECTION 4(F), ONCE SUCH TRANSFERS AND REMOVALS HAVE BEEN
COMPLETED.
UNTIL THE FOREGOING TRANSFERS HAVE BEEN COMPLETED, THE EXECUTIVE
SHALL HAVE RIGHTS TO INFORMATION AND TO REASONABLY DIRECT COMPLIANCE WITH
APPLICABLE LAWS AND PROFESSIONAL REQUIREMENTS BY THE VRP OR ANY PROFESSIONAL
CORPORATION IN WHICH HE CONTINUES TO HOLD AN EQUITY INTEREST OR OFFICER
POSITION.
(B)
SUPPORT.
AS PART OF THE TRANSITION,
THE COMPANY WILL PERFORM ALL ADMINISTRATIVE TASKS AND PAY ALL COSTS RELATING TO
THE MEDICAL LICENSES THAT THE EXECUTIVE HAS MAINTAINED IN CONNECTION WITH VRP
AND PROFESSIONAL CORPORATIONS AND THE TERMINATION OF SUCH LICENSES AT THEIR
STATED EXPIRATION DATE, INCLUDING HANDLING ALL REPORTING REQUIREMENTS AND PAYING
ANY FINES OR PENALTIES FOR NOT COMPLYING WITH THE REPORTING REQUIREMENTS.
WITHIN THIRTY (30) DAYS AFTER SUCH LICENSING AND TERMINATIONS ARE COMPLETED, THE
COMPANY SHALL PROVED EXECUTIVE WITH A COMPLETE LIST AND DESCRIPTION OF THE
LICENSING AND CREDENTIAL HISTORY OF EXECUTIVE BASED ON THE RECORDS MAINTAINED BY
THE COMPANY.
(C)
MEDICAL MALPRACTICE INSURANCE.
DURING
THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF AT LEAST SEVEN (7) YEARS AFTER
THE TERMINATION HEREOF, THE COMPANY AGREES TO MAINTAIN OR PURCHASE MEDICAL
MALPRACTICE COVERAGE (WITH THE SAME OR SIMILAR COVERAGE TERMS AND LIMITS TO THE
EXISTING COVERAGE TERMS AND LIMITS) INSURING AGAINST MALPRACTICE CLAIMS MADE
AGAINST THE EXECUTIVE RELATING TO PROFESSIONAL MEDICAL SERVICES PERFORMED BY THE
EXECUTIVE PRIOR TO THE RESIGNATION DATE AND IN THE SCOPE OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY AND VRP.
EXECUTIVE SHALL BE NAMED AS AN INSURED OR
ADDITIONAL INSURED UNDER SUCH COVERAGE AND SUCH COVERAGE SHALL NOT BE MODIFIED,
CANCELLED OR TERMINATED WITHOUT 30 DAYS PRIOR WRITTEN NOTICE FROM THE INSURER TO
EXECUTIVE.
UPON REQUEST OF EXECUTIVE, THE COMPANY SHALL PROVIDE EXECUTIVE WITH
A CERTIFICATE OF INSURANCE EVIDENCING ITS COMPLIANCE WITH THE REQUIREMENTS OF
THIS SECTION 3(C).
(D)
COOPERATION.
THE EXECUTIVE AGREES TO
COOPERATE WITH THE COMPANY IN ITS TRANSITION EFFORTS AS FOLLOWS: (1) TO BE
AVAILABLE, ON A REASONABLE BASIS, TO ANSWER QUESTIONS THAT MAY ARISE RELATING TO
THE EXECUTIVE'S EMPLOYMENT WITH OR DUTIES TO THE COMPANY; AND (2) TO BE
AVAILABLE UPON REASONABLE NOTICE FROM THE COMPANY, WITH OR WITHOUT A SUBPOENA,
TO BE INTERVIEWED, REVIEW DOCUMENTS OR THINGS, GIVE DEPOSITIONS, TESTIFY, OR
ENGAGE IN OTHER REASONABLE ACTIVITIES, WITH RESPECT TO MATTERS AND/OR DISPUTES
CONCERNING WHICH THE EXECUTIVE HAS OR MAY HAVE KNOWLEDGE AS A RESULT OF OR IN
CONNECTION WITH HIS EMPLOYMENT BY THE COMPANY.
IN PERFORMING HIS OBLIGATIONS TO
TESTIFY OR OTHERWISE PROVIDE INFORMATION, THE EXECUTIVE WILL HONESTLY,
TRUTHFULLY, FORTHRIGHTLY, AND COMPLETELY PROVIDE THE INFORMATION REQUESTED.
THE
COMPANY WILL USE REASONABLE EFFORTS TO HAVE ITS OFFICERS OR EMPLOYEES PROVIDE
THE INFORMATION AND COOPERATION CONTEMPLATED BY THIS SECTION 3(D) BEFORE MAKING
A REQUEST OF THE EXECUTIVE UNDER THIS SECTION 3(D).
7
(E)
PERFORMANCE.
THE EXECUTIVE SHALL
PERFORM HIS OBLIGATIONS UNDER THIS SECTION 3 PROMPTLY UPON THE COMPANY'S REQUEST
AND AT NO CHARGE TO THE COMPANY; PROVIDED THAT THE COMPANY SHALL PAY ANY