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EXHIBIT 99.2
July 5, 2000
Mr. Gary Hill
4206 San Carlos Drive
Dallas, TX 75206
Dear Mr. Hill:
In order to induce you to remain in the employ of Medical Alliance,
Inc., a Texas corporation (the "COMPANY"), the Company agrees that you shall
receive the severance benefits set forth in this letter agreement (the
"AGREEMENT") upon the occurrence of certain events described in Section 2 below.
1. Term of Agreement. This Agreement shall commence on the date hereof
and shall continue in effect for a period of eighteen (18) months thereafter.
2. Change in Control. No benefits shall be payable hereunder unless and
until, during the term of this Agreement, there shall have been a Change in
Control. For purposes of this Agreement, a "CHANGE IN CONTROL" shall be deemed
to have occurred if (a) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes, but who is not on the date hereof, the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities, or (b) all
or substantially all of the assets of the Company's medical business are
disposed of pursuant to (i) a partial or complete liquidation of the Company and
its subsidiaries, taken as a whole, or (ii) a sale of assets (whether in one
transaction or a series of related transactions).
3. Compensation Upon the Occurrence of a Change in Control. Following
the occurrence of a Change in Control, you shall be entitled to each of the
following benefits:
(a) The Company shall pay you for any unpaid base salary, any accrued
but unpaid bonuses and any unpaid business expenses through the date of
the occurrence of the Change in Control (the "TRIGGERING DATE").
(b) In lieu of any further salary or bonus payments to you for
periods subsequent to the Triggering Date, the Company shall pay as
severance pay to you, not later than the fifteenth day following the
Triggering Date, a lump sum severance payment equal to the sum of: (i)
the product of one and one-half (1.5) multiplied by your annual base
salary in effect on the date immediately preceding the Triggering Date,
plus (ii) the product of one and one-half
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Gary Hill
July 5, 2000
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(1.5) multiplied by the COBRA cost of the annual benefits you received
from the Company for the preceding four fiscal quarters (including
health insurance, disability insurance, life insurance and automobile
allowance, but excluding 401(k) benefits (the amounts payable under
this Section 3(b) are collectively referred to herein as the "SEVERANCE
COMPENSATION"). The payment of the Severance Compensation pursuant to
this Section 3(b) shall be in lieu of any payments to be made under
your then existing employment agreement with the Company (except for
accrued but unpaid salary, bonuses and business expenses through the
Triggering Date), which employment agreement shall be deemed to be
canceled and of no further force or effect immediately prior to the
occurrence of a Change in Control.
(c) The Company will amend your existing stock option agreements to
provide that, upon the Triggering Date, (i) all options granted to you
by the Company will immediately become fully vested and exercisable, and
(ii) such options will remain exercisable for the remaining original
term as provided therein (and the provision providing for the expiration
or termination of the option 90 days following termination of employment
shall be deemed to be deleted).
4. General.
(a) This Agreement shall inure to the benefit of and shall be binding
upon the parties hereto and their respective successors. If you should
die while any amount would still be payable to you hereunder if you had
continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there is no such designee, to
your estate. This Agreement may not be assigned.
(b) The waiver by any party of a breach of any of the provisions of
this Agreement by the other party shall not be construed as a waiver of
any subsequent breach by such party.
(c) This Agreement shall be construed pursuant to and governed by the
laws of the State of Texas (but any provisions of Texas law shall not
apply if the application of such provisions would result in the
application of the law of a state or jurisdiction other than Texas).
Each party consents to the jurisdiction and venue of the state or
federal courts in Dallas County, Texas, if applicable, in any action,
suit, or proceeding arising out of or relating to this Agreement.
(d) The headings of the various sections in this Agreement are
inserted for convenience of the parties and shall not affect the
meaning, construction or interpretation of this Agreement.
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Gary Hill
July 5, 2000
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(e) Any provision of this Agreement which shall be determined by a
court of competent jurisdiction to be prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or
non-authorization without invalidating the remaining provisions hereof
or affecting the validity, enforceability or legality of such provisions
in any other jurisdiction. In any such case, such determination shall
not affect any other provisions of this Agreement, and the remaining
provisions of this Agreement shall remain in full force and effect. If
any provision or term of this Agreement is susceptible to two or more
constructions or interpretations, one or more of which would render the
position or term void or unenforceable, the parties agree that a
construction or interpretation which renders the term or provisions
valid shall be favored.
(f) All notices which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly
given when received if personally delivered; when transmitted if
transmitted by telecopy or similar electronic transmission method; one
working day after it is sent, if sent by recognized expedited delivery
service; and five days after it is sent, if mailed, first class mail,
certified mail, return receipt requested, with postage prepaid. In each
case notice shall be sent to:
The Company: Medical Alliance
2445 Gateway Drive
Suite 150
Irving, Texas 75063
With a copy, which shall
not constitute notice, to:
Rick Dahlson
Jackson Walker
901 Main Street
Suite 6000
Dallas, TX 75202
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Gary Hill
July 5, 2000
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With a copy, which shall
not constitute notice, to: Thomas W. Hughes, Esq.
Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270-2199
(g) This Agreement may be executed in multiple counterparts, each of
which will be deemed to be an original and all of which will be deemed
to be a single agreement. This Agreement will be considered fully
executed when all parties have executed an identical counterpart,
notwithstanding that all signatures may not appear on the same
counterpart.
If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.
Sincerely,
MEDICAL ALLIANCE, INC.
By: /s/ PAUL HERCHMAN
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Title: CEO
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By: /s/ DR. KALLENBERGER, M.D.
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Title: Director
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By: /s/ LEON PRITZKER
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Title: Director
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AGREED TO AND ACCEPTED
as of the date first above written:
/s/ GARY HILL
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GARY HILL
