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PHYSICIAN EMPLOYMENT AGREEMENT AGREEMENT made as of the ____ day of ________, 2005, by and between PRACTICE, as STATE corporation (hereinafter referred to as “PRACTICE”) and, ___________________, M.D. (hereinafter referred to as “Employee”). In consideration of the mutual promises contained in this Agreement, PRACTICE and Employee agree as follows: 1. Employment.

1.1 PRACTICE shall employ Employee as a physician engaged in the practice of cardiology and related medicine. Such employment shall be considered effective on ____________, 2006, or such other date as is mutually agreed by Employee and PRACTICE (the “Effective Date”). The actual details of the time and place Employee will report for duties shall be determined by the reasonable mutual agreement of the parties. Employee accepts employment in such capacity with PRACTICE and agrees to be bound by the terms, covenants and conditions of this Agreement. 1.2 Prior to the Effective Date, the parties shall take all actions necessary for Employee to apply for medical privileges at the other hospitals and clinics at which PRACTICE’s physicians regularly engage in practice. 1.3 PRACTICE shall have the option to require the Employee to perform work on its behalf that he is lawfully able to perform prior to being certified by the American Board of Internal Medicine Cardiovascular diseases. 2. Duration of Agreement. The Agreement shall begin as of the Effective Date and shall continue unless replaced by a Shareholder Employment Agreement as provided in Section 11 or terminated as provided in paragraph 12. 3. Performance.

3.1 Employee will devote all necessary time and him best efforts to the performance on a full-time basis of his duties in the practice of medicine for PRACTICE. In doing so, Employee will observe and conform to all applicable laws and reasonable customs of the medical profession and comply with all general policies and standards of performance regarding the services performed by him as are determined by PRACTICE from time to time (and as applicable generally to all physicians employed by PRACTICE) while this Agreement is in force. In addition, Employee will (i) maintain an unrestricted license to practice medicine in the State of STATE; (ii) maintain eligibility to participate in the Medicare or Medicaid programs;
April 23, 2007 Sample Physician Contract Content provided by MedAxiom; ; 904-249-1880 Page 1 of 22

(iii) maintain in good standing active or associate staff privileges, with appropriate credentials, on the medical staffs of hospitals as reasonably required by PRACTICE; (iv) maintain registration with the Drug Enforcement Administration (“DEA”); (v) be and remain insurable for malpractice liability in accordance with the requirements of §655.23 of the STATE Statutes and meet all requirements for eligibility and participation in the STATE Patients Compensation Fund; and (vi) maintain certification by such credentialing agencies as shall be reasonably determined by PRACTICE. 3.2 While this Agreement is in force, Employee will not, without the prior approval of the Board of Directors of PRACTICE, engage in the practice of medicine or any activity for which a license to practice medicine is required, except in the performance of his duties under this Agreement. This shall not be construed as preventing Employee from engaging as a passive participant in other business ventures not constituting the practice of medicine, from making investments of his assets, or from Employee’s performance of unplanned emergency medical services, provided that such emergency services will be deemed to be performance of duties within the scope of this Agreement and payment for such services shall be delivered to PRACTICE pursuant to paragraph 10. 4. Compensation. Commencing with the Effective Date, for all services rendered by Employee under this Agreement, PRACTICE shall compensate Employee as follows: (a) Base Salary. PRACTICE shall pay Employee the same base salary that is in effect for shareholder physicians. The prorated $300,000 base salary will be dispersed in biweekly installments. (Payment will be prorated for partial months or Terms). (b) Qualified Retirement Plans. Employee shall have the right to participate in the retirement plans qualified under §401(a) of the Internal Revenue Code sponsored by PRACTICE (including, without limitation, PRACTICE’s §401(k) Savings Plan). However, such participation shall be subject to the eligibility, vesting, benefit accrual and other requirements of such plans. PRACTICE shall have the right to amend, limit, reduce benefits under or terminate any such plans in accordance with their provisions. (c) Bonus. In addition to the compensation set forth in subparagraphs (a) above, Employee shall be entitled to a production bonus as determined in accordance with this subparagraph. For each twelve (12) month Contract Term the production bonus shall be computed as follows: First Contract Term (First Contract Term is defined as Employee’s Total Production For the First Contract Term If such Total Production (as hereinafter defined) is equal to or 2 , 2006 to Amount of Production Bonus Compensation will be grossed up to 60% of the average total gross , 2007)

greater than 60% of the average Total Production of all PRACTICE full-time noninterventional shareholder employees.

compensation of a PRACTICE full-time non-interventional shareholder-employee.

Subsequent Contract Term(s) (Twelve month periods defined as Employee’s Total Production For the Subsequent Contract Term(s) If such Total Production (as hereinafter defined) is equal to or greater than (calculated as 20% greater than the previous contract term not to exceed 100%) of the average Total Production of all PRACTICE full-time noninterventional shareholder employees. , 2006___ to Amount of Production Bonus Compensation will be grossed up to (calculated as 20% greater than the previous contract term not to exceed 100%) of the average total gross compensation of a PRACTICE full-time noninterventional shareholderemployee. , 200___)

(d) Mid-term Terminations. If this Agreement terminates prior to the end of a Contract Term for that Contract Term, Employee shall be entitled to only (i) the compensation under subparagraph 4(a) prorated through the effective date of termination, and (ii) the amount, if any, due Employee under subparagraph 4(c). The rules of PRACTICE’s plans under subparagraph 4(b) shall determine whether Employee is entitled to any compensation under the retirement plans. Within sixty (60) days after the end of the Contract Term in which the termination date occurs, PRACTICE shall pay any amounts that remain unpaid to Employee and within said sixty (60) days any amounts due Employee shall be offset to refund to PRACTICE any amount which has been overpaid. (e) Moving expense. To assist Employee with his move to the, STATE area, PRACTICE agrees to reimburse Employee for the moving costs actually incurred by Employee, directly related to moving his household and his wife’s household to STATE, STATE area and which are not reimbursable by any third party. The maximum amount of PRACTICE’s reimbursement shall be $___________. The employee will be responsible for repayment of the above-identified moving expenses if the Employee voluntarily resigns from his employment with PRACTICE prior to completion of the employees first ninety (90) days of employment. (f) Early Signing Bonus. Within ten (10) days business days of Employee signing and returning this Agreement, and no later than ____________, 200_, PRACTICE shall pay Employee a one-time bonus in the amount of $__________. As an incentive to make a commitment to STATE as soon as possible, if the contract is signed no later than ___________, 3

200__, then an additional $__________ bonus payment will be made for a total of $20,000 in bonus. The employee will be responsible for repayment of the above-identified bonus if the Employee voluntarily resigns from his employment with PRACTICE prior to completion of first ninety (90) days of employment. (g) Deductions. All amounts payable to Employee pursuant to this paragraph 4 are stated before reduction for applicable withholding taxes and other payroll deductions required by law. PRACTICE shall have the right to rely upon a written opinion of its legal counsel if any question should arise as to any such deduction. 5. Fringe benefits. Employee shall have the right to participate in PRACTICE’s benefit plans for employees (including, without limitation, PRACTICE’s health insurance plan, disability insurance plan and life insurance plan), subject, however, to the eligibility requirements, conditions, limitations and benefits provided under such plans. Employee shall participate on the same basis as other physician employees of PRACTICE (whether or not they are shareholder employees). PRACTICE shall have the right to amend, limit, reduce benefits under or terminate any such benefit plans in accordance with their provisions. 6. Vacation and Leave.

6.1 Employee shall be entitled to up to five (5) weeks of paid vacation or leave, one (1) week for attendance at PRACTICE approved medical conventions, seminars and meetings and the six (6) paid holidays recognized by PRACTICE for its general employee staff, during each Contract Year. 6.2 Subject to the approval of the President of PRACTICE and reasonable staffing needs, such vacation may be taken at such times during the calendar year as scheduled by PRACTICE. For the Contract Term in which Employee’s employment ends under this Agreement, if Employee has taken more vacation and/or education leave than he has accrued for the Contract Term, the unaccrued leave pay, vacation pay and related expenses paid by PRACTICE shall be offset against any amounts due Employee. 6.3 Fees or expenses for Employee’s continuing professional education shall be subject to prior approval by PRACTICE and, if so approved, shall be paid by PRACTICE. 6.4 Unused vacation and leave time may not be accumulated or carried over from year to year. PRACTICE will not provide substitute or alternative compensation for unused vacation and leave time. 7. Expenses.

(a) Licenses and Dues. PRACTICE shall pay for Employee’s hospital staff dues, license to practice medicine in STATE, State Licensure and BNDD (DEA) registration fees, State of STATE Medical Society dues, American College of Cardiology dues, and such seminar fees, publications and other dues as approved by the PRACTICE Board of Directors. (b) Other Expenses. Except as provided in subparagraph (a) hereof, Employee agrees that all expenses for automobile, home telephone and personal library, and all other


necessary and ordinary expenses of being a medical doctor shall be Employee’s except to the extent PRACTICE by affirmative action agrees to bear such expense. 8. Insurance. At start of First Contract Term PRACTICE shall pay the premiums to provide Employee with professional liability insurance coverage and maintenance of participation in the STATE Patients Compensation Fund as required by applicable law. If, at the time of termination of Employee’s employment under this Agreement, the professional liability insurance in force is a “claims made” policy, then PRACTICE shall cause to be purchased a reporting endorsement or “tail” policy covering Employee after termination of employment. The cost of the premium payment for the tail policy shall be borne as follows: (a) if termination occurs subject to the reasons noted in Section 12 (b), (c) or (f), or the Employee voluntarily resigns as defined in Section 12 (e), then Employee shall pay the full cost of the premium payment for the tail policy; (b) if termination occurs subject to the reasons noted in Section 12 (a), (d), or (g), or the Employer initiates the termination as defined in Section 12 (e), then PRACTICE shall pay the full cost of the premium payment for the tail policy. PRACTICE may offset against any amount owed by it to Employee, the amount (if any) of the premium for the tail policy required to be paid by Employee pursuant to this paragraph. These provisions shall survive termination or expiration of this Agreement. A policy purchase by Employee must name PRACTICE and any corporate employees subject to the direction and control of Employee as additional insured and must provide coverage comparable to the policy carried by PRACTICE. If Employee fails to pay his share (if any) of such premium for the tail policy, PRACTICE shall not be obligated to pay the premium or, if it has already paid the premium, may cancel the tail policy or bring an action to recover the amount owed. 9. Records. Employee shall keep and maintain, or cause to be kept and maintained, appropriate records relating to all professional services rendered by him under this Agreement, and shall prepare all reports and correspondence necessary or appropriate under the circumstances. All records, reports, correspondence, histories, x-rays and other information and files concerning the patients of PRACTICE consulted, interviewed, treated or cared for by Employee during the term of this Agreement shall belong to and remain the property of PRACTICE; provided, however that upon termination of this Agreement, PRACTICE shall furnish at a reasonable copying charge, such records and information relating to patients who request in writing delivered to PRACTICE that their records be transmitted to Employee or to some third party. 10. Fees. All fees or other income attributable to the services of Employee under this Agreement shall belong to and shall be paid and delivered to PRACTICE. Any exceptions to this rule must be requested by Employee from the Executive Committee of PRACTICE prior to Employee’s rendering of the services. Employee hereby assigns to PRACTICE his right to bill for the medical services performed by him as an employee of PRACTICE and to receive payments from any patients or third party payer (including without limitation, the Medicare and Medicaid programs) with respect to those services. Employee agrees not to bill any patient or third party payer for those services and to remit PRACTICE all payment he receives on account of professional services performed as an employee of PRACTICE. 5

11. Purchase of Stock. Immediately following the end of the first ___________ (___) months of employment, and pending the Stock Purchase Policy established by the Board of Directors and in effect at that time, the PRACTICE shareholders will convene to determine whether the Employee will have the opportunity to purchase 25 authorized but unissued voting common shares of PRACTICE. If the Employer allows for such purchase under its current policy and Employee elects to purchase said shares, the price of the shares shall be $800/share. The terms of sale shall be as determined by the mutual agreement of the parties, provided, that Employee shall have the option of paying the subscription price in two (2) equal, annual installments. The first installment shall be due at the closing and the remaining installment shall be paid within six (6) months of the closing. The closing of the sale will be held at the beginning of the first calendar month following the date on which Employee notifies PRACTICE in writing of his intention to purchase said shares. If Employee does not notify PRACTICE of his intention to purchase said shares within thirty (30) days after the second anniversary of the Effective Date, Employee’s opportunity to purchase said shares shall terminate. Employee’s opportunity to purchase stock under this Agreement is subject to the following conditions precedent: (a) That Employee executes an agreement controlling the transfer and repurchase of the shares issued to him, similar in form and terms to the agreements currently applicable to the shareholder-employees of PRACTICE; and (b) That the shareholder-employees of PRACTICE cast the requisite vote in favor of the sale of shares to Employee. (c) That the Employee executes a Shareholder Employee Agreement, which would replace this employment agreement. Subject to these conditions precedent, Employee’s opportunity to purchase stock includes the opportunity to acquire a shareholder’s ownership interest in all of rights, benefits, and business ventures of PRACTICE and a corresponding shareholder’s interest in all of the debts and obligations of PRACTICE. 12. Termination. This agreement shall be terminated on the happening of any one (1) of the following events: (a) Death. Death of Employee; (b) Loss of License or Practice Privileges. If Employee shall cease to be licensed or is otherwise disqualified as a physician in the State of STATE for any reason or if Employee’s medical practice privileges are initially denied or are revoked at any hospital or clinic at which PRACTICE’s physicians regularly engage in practice, except for any revocation solely as a result of Employee’s failure to timely prepare medical records; (c) Conflicting Office or Employment. If Employee accepts any form of employment or is elected or appointed to a public office that, pursuant to existing law or ethical guidelines, places restrictions or limitations upon him rendering medical services; (d) Consent. Upon the written consent of the parties to this Agreement;


(e) Notice. At any time after the expiration of the First Contract Term and at the option of either party for any reason, with or without cause. Such termination may be effective as of the end of the First Contract Term provided that the terminating party gives the other party at least ninety (90) days’ prior written notice of termination. If the notice is given by PRACTICE to Employee, PRACTICE can terminate Employee’s right to perform services for PRACTICE at any time but shall make all payments to Employee required under all provisions of this Agreement until the end of the ninety (90) day notice period. In the event that neither party provides the required 90 day notice to terminate prior to the expiration of the first term of the contract, the agreement shall automatically renew on a day-to-day basis until either party serves the other a 90 day notice of intent to terminate. This notice may be delivered at any time during the extension period and if said notice is given by PRACTICE to Employee, PRACTICE can elect to terminate the Employee’s right to perform services for PRACTICE at any time during the 90 day notice period but shall again be required to make all payments to the Employee required under the provisions of this Agreement until the expiration of the 90 day notice period. (f) Cause. Notwithstanding any provision of this Agreement to the contrary, immediately and without notice by PRACTICE for conduct by Employee which by the standard of clear and convincing evidence is illegal or unethical, or for repeated material breaches by Employee of Employee’s duties and obligations under this Agreement. (g) Shareholder Vote. Termination must be approved by a super majority vote of PRACTICE’s shareholders at anytime this contract is in effect, including during any extension of this contract. Upon any termination of this Agreement, PRACTICE shall pay to Employee all compensation earned by Employee up to the effective date of termination subject to the mid-term termination provisions of subparagraph 4(e). 13. Personal information. PRACTICE and Employee acknowledge the possibility that Employee may have occasion to learn of personnel information concerning fellow employees. Employee acknowledges and agrees that such information is confidential. Employee shall not disclose such information during or after the term of Employee’s employment under this Agreement. 14. Corporate Information.

(a) Confidential Records. PRACTICE’s Confidential Records Policy is attached hereto and made a part hereof as Exhibit B. Employee acknowledges that he has received and reviewed the Policy. Employee agrees to observe and carry out the terms of the Policy (including any amendments to the Policy adopted by PRACTICE). (b) Disciplinary Policy. PRACTICE’s Statement of Policy and Procedure Regarding Physician Conduct is attached hereto and made a part hereof as Exhibit C. Employee acknowledges that he has received and reviewed the Statement. Employee agrees to observe and be subject to the terms of the Statement (including any amendments to the Statement adopted by PRACTICE). 15. Relationship with Others. PRACTICE and Employee acknowledge and agree that the profitability, success and good will of PRACTICE depends on continued amicable relations 7

with PRACTICE’s suppliers and patients and with medical colleagues and hospitals with whom PRACTICE regularly associates. Employee agrees that, during the term of this Agreement, he will not cause, request or advise any supplier, patient, hospital or medical colleague of PRACTICE or its employees to curtail or cancel their relationship with PRACTICE or its employees. 16. Covenant Not to Compete. Under this Agreement Employee will enter a medical practice which is well established and respected by the medical community and general populace of the Fox River Valley and surrounding areas. Employee acknowledges that the patient and medical community contacts he establishes will be through the professional standing of PRACTICE, at considerable expense to PRACTICE and for Employee’s benefit. Agreement Not to Compete. For a period of six (6) months immediately following the termination of Employee’s employment, Employee will not, directly or indirectly, compete with PRACTICE by practicing cardiology or any related aspect thereof practiced by Employee for PRACTICE within the geographic area circumscribed by a radius of fifteen (15) miles from PRACTICE’s two main offices located in the cities of STATE and Neenah, STATE and a radius of fifteen (15) miles from the outreach clinics maintained by PRACTICE from time to time, presently located at the following STATE sites: Chilton, Kaukauna, Ripon, Berlin, Clintonville, Shawano, New London, Oshkosh, and Keshena. The restriction set forth in this subparagraph shall apply only to such main office and/or outreach clinics at which Employee has performed substantial services during the term of this Agreement. Remedies in Event of Breach. In the event of a breach or threatened breach of the provisions of subparagraph (a), PRACTICE shall be entitled to an injunction restraining such breach or threatened breach. This shall not prohibit PRACTICE from pursuing, cumulatively or otherwise as it determines in its discretion, other remedies available to it, including the recovery of damages for such breach as the result of expenses incurred by PRACTICE in the employment of Employee and future losses and costs PRACTICE can be reasonably expected to incur. Because it would be impossible to calculate all damages to PRACTICE incurred in the employment of Employee, the parties agree and stipulate that in the event of such prohibited competition, in addition to PRACTICE’s foregoing entitlement to an injunction, PRACTICE is entitled to compensation from Employee equal to the total expenses previously incurred by PRACTICE to locate, recruit, move, license, privilege and introduce Employee to the local patient and medical communities (including the value of the professional time devoted to those activities). These expenses will be determined from the books and records of PRACTICE and from PRACTICE’s other relevant sources whether written or verbal. In the event of a breach by Employee under this paragraph, such amount shall be paid by Employee to PRACTICE on written demand. 17. Employee Representations and Warranties. 17.1 As of the Effective Date, Employee represents and warrants to PRACTICE as follows: (a) Employee is a physician in good standing and duly qualified to practice medicine without restriction or limitation in the State of STATE. Employee is registered with the DEA to prescribe controlled substances without restriction or limitation. Neither Employee’s 8

medical license nor Employee’s DEA registration has ever been suspended, revoked, restricted, limited or terminated. Employee has never been the subject of any type of disciplinary or corrective action taken by any medical licensing or certification authority, or any reprimand monetary fire or penalty relating to the rendering of medical services by Employee. (b) Employee is under no obligation, restriction or limitation, contractual or otherwise, to any other individual or entity that would prohibit or impede him from undertaking and performing the duties, responsibilities and obligations under this Agreement, and Employee is free to enter into and perform the terms and provisions hereof; (c) Employee has provided evidence to PRACTICE of adequate occurrence-based and/or claims-based liability insurance to insure against malpractice claims arising out of any and all occurrences Employee may have had prior to the Effective Date and in the event Employee has obtained claims-based liability insurance, she has provided evidence to PRACTICE of adequate “tail/prior acts” liability insurance acceptable to PRACTICE; (d) Employee has never been removed for cause from any provider panel of any managed care organization, indemnity insurer or other third-party payer, or independent practice association, physician organization, physician-hospital organization or other provider network; (e) Employee is not a party to any pending malpractice or other patient-related litigation, nor have any such claims been threatened, including any proceedings against Physician before any professional licensing board; and (f) To Employee’s best knowledge, she is not a party to any pending investigation or proceeding the basis of which implicates his professional competence or that could lead to a suspension, revocation, restriction, limitation or termination of his medical license or medical staff privileges at any hospital. 17.2 Employee shall promptly notify PRACTICE in the event the foregoing representations set forth in Paragraph 17.1 are or become untrue for any reason. 18. Waiver. The waiver by PRACTICE of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of such provision or of any other or subsequent breach of such provision or any other provision of this Agreement. 19. Governing law. This Agreement shall be construed in accordance with, and any and all disputes arising under or out of this Agreement shall be governed by, the laws of STATE without regard to principles of conflict of laws. 20. Severability. If any provisions of this Agreement shall be deemed to be invalid or unenforceable by a court having jurisdiction, the remainder of this Agreement, and the application of such provision to circumstances other than those as to which it is deemed invalid or unenforceable, shall not be affected thereby. However, the foregoing is not intended, and shall not be deemed, to permit modification or “blue penciling” of paragraph 16 above. 21. Entire Agreement and Amendments. This Agreement constitutes the entire agreement between the parties respecting the employment of Employee by PRACTICE. There


are not any representations, warranties or commitments except as set forth in this Agreement. This Agreement shall be amended only in a writing signed by the parties to this Agreement. 22. Paragraph Headings. Paragraph headings have been inserted in this Agreement for convenience. If they conflict with the text in the construction of this Agreement, the text shall control. IN WITNESS WHEREOF, PRACTICE, by PRACTICE’s duly authorized representatives, and Employee, have signed this Agreement as of the day and year first written above. PRACTICE: PRACTICE

By: NAME, President EMPLOYEE:



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EXHIBIT A CONFIDENTIAL RECORDS POLICY It is the policy of PRACTICE, (“the Corporation”) that certain records of the Corporation be kept confidential (“confidential records”). An employee shall not disclose, directly or indirectly, confidential records to any person, firm, corporation, or other entity except with the express, written authority of the Board of Directors of the Corporation granted by unanimous vote at a meeting duly called and held. Subject to addition by the Board of Directors, the following records are confidential records: 1. 2. 3. 4. 5. 6. 7. 8. Patent medical records, Patient lists, Corporate accounting procedures, Fee policies, Personnel files, Corporate tax returns and tax records, Corporate financial records, and Medical service contracts.

Confidential records shall be kept in restricted access storage at the offices of the Corporation and shall be available for review only by a shareholder employee or other employee authorized by the Board of Directors during regular business hours. At no time shall confidential records be removed form the offices of the Company or copied by an employee for any reason. All confidential records remain, are and become the exclusive property of the Corporation. Unauthorized disclosure of confidential records will result in irreparable injury and damage to the Corporation and its shareholder for which they may seek all remedies allowed by law including but not limited to injunctive relief, compensatory and punitive damages, other equitable relief and reasonable attorneys’ fees. As a condition to an employee’s continued employment with the Corporation and upon request of the President of the Corporation, at any time and for any reason or no reason, an employee may be required to execute a separate confidentiality agreement confirming this policy. A copy of this Confidential Records Policy (and any amendments to it) shall be immediately distributed to all current employees and any new employees of the Corporation.


employee physicians (hereinafter “members”) are committed to providing excellence in health care in a professional environment. Essential to a professional environment are courteous, mutually respectful, pleasant, non-coercive relations between and among members, physicians, medical staff, employees, patients and referring physicians. PRACTICE cannot thrive unless each member is treated professionally and, reciprocally, each member treats others in a professional manner. Members must understand that this standard must shape our interactions regardless of whether it is backed up by the threat of sanctions. 2. Effect and Duration. This Statement of Policy & Procedure (hereinafter “statement”)

shall take effect as of August 1, 1996, and shall remain in effect thereafter until repealed or amended by a super-majority vote of the shareholder-employees of PRACTICE. 3. Authorized Parties. (a) authority: (i) The president of PRACTICE shall have the sole discretion to determine whether a member’s conduct is unprofessional or unethical so as to warrant further investigation under this statement; (ii) the Disciplinary Hearing Board shall have the sole discretion to determine whether a member’s conduct is unprofessional or unethical so as to warrant disciplinary action as outlined in this statement; and (iii) the Dismissal Hearing Board shall have the sole discretion to determine whether a member’s conduct is unprofessional or unethical so as to warrant termination of the member’s employment from PRACTICE. 4. Unprofessional or Unethical Conduct Defined. (a) By way of amplification, and in no way limiting the discretion of the President, To carry out this statement, the following parties shall have the described

Disciplinary Hearing Board, or the Dismissal Hearing Board, or creating any additional employee rights, the following is a list of examples of behavior which may be deemed unprofessional or unethical conduct: 12

(i) well-being or reputation; (ii)

Any conduct which is materially detrimental to PRACTICE's financial

Any act of verbal or physical aggression or violence toward other

members, other physicians, staff, employees, patients, referring physicians or business contacts; (iii) Any physical, sexual, or emotional harassment or abuse of any other

member, other physician, staff, employee, patient, referring physician or business contact; (iv) Any abrogation of duties normally performed by physicians of cardiology

as assigned by PRACTICE. Such duties include (but are not limited to): (A) appropriate; (B) Honoring and abiding by the approved policies and procedures of Serving at PRACTICE’s request on medical staff committee(s) of Participating in the quality assurance programs of PRACTICE, as

PRACTICE as appropriate, as they may from time to time exist; (C)

hospitals at which PRACTICE provides material services in the same manner as other members of the medical staff; (D) community outreach programs; (E) Providing PRACTICE and its staff with such assistance as Participating, at PRACTICE’s request, in educational and

necessary to bill and collect effectively and efficiently for the services provided; (F) Executing whatever documents are reasonably requested by PRACTICE for submission to third party payers with respect to the allocation of the employee’s time between administrative and patient care activities; (G) assigned by PRACTICE; and (H) physicians. (v) Any failure to maintain active medical staff privileges, and meet and Developing positive and constructive relationships with referring Providing cardiac services to the outreach communities, as

maintain the requirements for the granting of such privileges; (vi) Any failure to comply with the Bylaws of the medical staff(s) as

appropriate, the rules and regulations promulgated pursuant thereto, together with all rules, regulations and standards promulgated by the joint commission of accreditation of health care organizations (JCAHO), the American Medical Society Association (AMA), the STATE Department of Health and 13

Social Services (DHSS), the conditions of participation under the applicable Medicare and Medicaid regulations, and all other regulations of governmental bodies with authority over PRACTICE, hospitals and/or the employee; (vii) Any failure to maintain an unrestricted license to practice medicine in the

State of STATE or any failure to satisfy all relevant continuing medical education requirements; (viii) (ix) (x) (xi) appearance; or (xii) 5. Any unauthorized disclosure of confidential information of PRACTICE. Any impairment of job duties due to alcohol or drug use; Any willful destruction of clinical or PRACTICE’s property; Any failure to deliver at least a reasonable standard of care to patients; Any failure to maintain an acceptable standard of professional

Policy Administration. In order to oversee the administration of this statement, to

implement appropriate educational programs, and to adjudicate charges and cases, the President shall have authority to (1) investigate any charges of unprofessional or unethical behavior, (2) appoint a Disciplinary Hearing Board (as defined hereafter). 6. Procedures. (a) Informal Procedures. PRACTICE’s procedures for handling incidents of

physician misconduct place a strong emphasis on resolving complaints informally. Any individual who feels a member’s conduct is inappropriate is encouraged to discuss the matter directly with the physician. If such a private discussion is not plausible, or the result is unsatisfactory, the individual then may discuss the problem with the President. No record, other than an Incident Report (in the form attached as Appendix A), will be kept of an informal advising conversation. The Incident Report should not contain the name of the complainant (unless the complainant voluntarily agrees) and every attempt will be made to protect the privacy of the complainant. The complainant may ask the President for a mediated resolution with the implicated member. The goal of the mediation procedure is to provide an informal forum where the complainant and the implicated member can, with the aid of a third party, come to a mutually agreed upon resolution. Consequently, mediation will occur only if both the complainant and the implicated member are willing to participate in the process. If the complaint is resolved, then a record of the resolution shall be included in the Incident Report. If the complaint is not so resolved, it shall be noted on the Incident Report and the complaint shall be dropped or formal grievance procedures under Subparagraph 6(b) 14

shall be pursued. (b) Formal Grievance Procedures. Members, other physicians, medical staff,

employees or patients who have complaints concerning the conduct of a member or members of PRACTICE should use the following procedures to seek prompt resolution of a complaint when informal mediation under Subparagraph 6(a) has failed or is not plausible. (i) To initiate a formal grievance, a complainant should file a Complaint of

Unprofessional or Unethical Physician Behavior (attached as Appendix B) with the President. Since a lengthy delay may complicate the comprehensive presentation of evidence in a grievance procedure, a complaint should be initiated as soon as possible, preferably within 90 days after the alleged incident. The President will then appoint a Disciplinary Hearing Board to further pursue the complaint as outlined in Paragraph 7. (ii) The complainant and the implicated member have the right to be assisted

by any advisor they choose, at their own expense. The advisor may be an attorney. The implicated member is responsible for presenting his or her own case. (iii) A report of any formal grievance complaint, including the action taken,

should be placed in the PRACTICE personnel file for the implicated member. 7. Disciplinary Hearing Board. (a) Appointment. The president shall be solely responsible for appointing the

members of the Disciplinary Hearing Board. Members shall be appointed solely at the President's discretion on a case by case basis. (b) Board Composition. Only shareholder-members of PRACTICE may be

appointed to the Disciplinary Hearing Board. Said Board shall include at least a majority of the shareholder-members (not including the implicated member). The President, at his/her discretion, may be a member. Not all shareholder-members of PRACTICE need be appointed to the Board. (c) Board Responsibilities. The Disciplinary Hearing Board shall be responsible for

reviewing the complaint and interviewing the implicated member. Within ten (10) days of receipt of the Complaint of Unprofessional or Unethical Physician Behavior, the Board shall forward a copy to the implicated member. The implicated member may respond in writing to the Board within three (3) days of receipt of the written complaint. A formal reply, however, is not required, and no adverse conclusions will be drawn if the implicated member does not respond. Immediately following forwarding of the complaint and receipt of a response, if any, the Board shall meet with the implicated member to discuss the merits of the complaint. The Board shall 15

then determine whether and to what extent Disciplinary Action (as defined herein) should be taken. The Board shall complete and file its respective portion of the Record of Investigation and Disciplinary Action (attached as Exhibit C). (d) Majority Vote. All Disciplinary Actions by the Board must be approved by a

majority (greater than 50%) of the shareholder members of PRACTICE (not including the implicated member), not merely a majority of the Board. All members of PRACTICE need not vote or even be apprised of the vote. Approved disciplinary actions shall be recorded in the implicated member’s personnel file. (e) Disciplinary Action. The extent and form of disciplinary action to be taken shall

be entirely at the discretion of the Disciplinary Hearing Board, except that only the Dismissal Hearing Board may terminate the employment of a member. By way of amplification, and in no way limiting this discretion or creating any additional employee rights, the following is a list of examples of permissible disciplinary action. (i) Require a medical or psychological evaluation to be conducted by persons specified by PRACTICE, at PRACTICE’s expense; (ii) Require mandatory counseling, such as the Statewide Physician Health

Programs for chemical dependency and behavioral disorders; (iii) (iv) (v) Proscribe remedial actions; Grant a leave of absence for a mutually agreeable period, paid or unpaid; Suspend employment with partial compensation or without

compensation for up to sixty-two (62) consecutive days; and (vi) Submit the complaint to the Dismissal Hearing Board for a determination

as to whether employment should be terminated. 8. Dismissal Hearing Board. (a) Board Composition. The Dismissal Hearing Board shall be made up of all

members of PRACTICE who are shareholder employees, provided, however, that the implicated member shall not be a member of the Board. (b) Board Responsibilities. The Board shall review the Complaint, response, if any,

and all findings of the Disciplinary Hearing Board. The Board may, but is not required to meet with the implicated member or the complainant or both. The Board shall then determine whether the implicated member should be dismissed from employment with PRACTICE and the terms of such dismissal. The Board shall complete and file its respective portion of the Record of Investigative and 16

Disciplinary Action. (c) Super-Majority Vote. A super-majority vote shall be required to discharge any

member from employment with ADA. As used in this statement, a super-majority shall mean twothirds (2/3) or more of all issued and outstanding common shares of the Corporation, not including the shares, if any, held by the person who is the subject of the proposed action and who shall be required to abstain from the vote. (d) Dismissal for Cause. Any termination of a member’s employment pursuant to

this Paragraph shall be deemed a dismissal for cause. As such, immediately upon written notice by PRACTICE, the member’s Employment Agreement shall be terminated. 9. President as Implicated Member. If a complaint is filed against the President, the Vice

President shall be substituted for the President with regard to the duties and responsibilities as outlined in this statement. The foregoing shall be accomplished by following all procedures as outlined in this statement with “Vice President” being substituted for “President” in Paragraphs 3 through 8. 10. Mandatory Arbitration. In the event of a dispute between PRACTICE and a member

arising out of any disciplinary action or termination, the dispute shall be submitted to binding arbitration. The arbitrator shall be appointed by and in accordance with the selection procedures of the STATE Employment Relations Commission. The arbitration shall be held in XXXX County, in accordance with the rules and procedures as designated by the arbitrator. The arbitrator’s award shall be enforceable in any court having jurisdiction thereof. Any fee to initiate arbitration shall be paid by the party, which initiated the arbitration proceeding, but the cost of arbitration shall ultimately be borne as determined by the arbitrator. Notice of the demand for arbitration shall be served in writing upon the other party. Demand shall be made within reasonable time after the claim, dispute or other matter in question has arisen, but not later than thirty (30) days after the final action regarding the matter is taken under this statement by the Disciplinary Hearing Board or Dismissal Hearing Board. Any award rendered by the arbitrator shall be final and binding upon the parties regarding both matters of law and fact, and shall be nonappealable.

See Appendices A, B and C attached.


Appendix A Incident Report (Informal Procedures taken under Subparagraph 6(a))

Date of filing report: ____________________________________________________________ Name of person making the complaint (optional with complainant): _______________________ Name of implicated member: ______________________________________________________ Date of incident: ________________________________________________________________ Description of behavior (please be as detailed as possible and attach additional sheets as necessary): ____________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Other potential contacts or witnesses: _______________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Was the matter submitted to informal mediation? Yes // No If so, was a mutually agreeable resolution achieved through the mediation? Yes // No If mediation did not result in a mutually agreeable resolution, should the matter be submitted to formal grievance procedures? Yes // No Signature of complainant (optional with complainant): _________________________________ Signature of President: ___________________________________________________________


Appendix B Complaint of Unprofessional or Unethical Physician Behavior (To initiate formal grievance procedure under Subparagraph 6(b))

Date of filing report: ___________________________________________________________ Name of person making this complaint: ____________________________________________ Name of implicated member: ____________________________________________________ Date of incident: ______________________________________________________________ Description of behavior (please be as detailed as possible and attach additional sheets as necessary): __________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Other potential contacts or witnesses: _______________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Were any informal actions taken prior to filing this complaint? (e.g., discussion with physician or other members of PRACTICE, informal mediation?): _____________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Signature of complainant: ________________________________________________________ Signature of President: ___________________________________________________________


Appendix C Record of Investigative and Disciplinary Action (To be prepared pursuant to subparagraph 7(c) and/or 8(b)) Section I: To be completed by The Disciplinary Hearing Board

Date Complaint was presented to the implicated member (Should be forwarded within 10 days of filing): _______________________________________________________________________

Did the implicated member respond to the Complaint within 3 days? (If Yes, attach the response to this form.) Yes // No

List all members of the Disciplinary Hearing Board: __________________________________ _____________________________________________________________________________ _____________________________________________________________________________

Did the Disciplinary Hearing Board meet with the implicated member? Yes // No

Detail the contents and result of such discussion (attach additional sheets as necessary): _______ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Detail the remedial steps to be taken by the implicated member: __________________________ _____________________________________________________________________________ _____________________________________________________________________________

Did the Disciplinary Hearing Board recommend Disciplinary Action? Yes // No If yes, list all such Disciplinary Action to be taken, the number of Board members voting for such 20

action and the total number of members of PRACTICE (excluding the implicated member): _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________

Was a copy of the complaint included in the implicated member's permanent file? Yes // No

Did the Disciplinary Hearing Board recommend submittal of the complaint to the Dismissal Hearing Board? Yes // No


Section II: To be completed by the Dismissal Hearing Board

Did the Board meet with the implicated member? Yes // No

Did the Board meet with the complainant? Yes // No

Did the Dismissal Hearing Board terminate the employment of the implicated member? Yes // No

If yes, include the effective date of termination, the number and names of all shareholder-members voting in favor of termination, and the total number of shareholder-members of PRACTICE (as determined under Subparagraph 8(c)). __________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________


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