{"id":39076,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-drkoop-com-inc-and-greg-taylor.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-drkoop-com-inc-and-greg-taylor","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-drkoop-com-inc-and-greg-taylor.html","title":{"rendered":"Employment Agreement &#8211; DrKoop.com Inc. and Greg Taylor"},"content":{"rendered":"<pre> \n                             EMPLOYMENT AGREEMENT\n\n          THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made and entered into\n                                          ---------                           \nas of November 14, 2000, by and between drkoop.com, Inc., a Delaware corporation\n(the \"Company\"), and Greg Taylor (\"Employee\").\n      -------                      --------   \n\n                                   RECITALS\n                                   --------\n\n          WHEREAS, the Company desires to obtain the services of the Employee as\nits Chief Operating Officer in the manner hereinafter specified in its business,\nand also to make provisions for the payment of compensation to the Employee for\nsuch services; and\n\n          WHEREAS, the Employee is willing to be employed by the Company as its\nChief Operating Officer and to perform the duties incident to such employment\nupon the terms and subject to the conditions hereinafter set forth;\n\n          NOW, THEREFORE, in consideration of the premises and the mutual\ncovenants and agreements contained herein, the parties hereto agree as follows:\n\n                                   AGREEMENT\n                                   ---------\n\n          NOW, THEREFORE, in consideration of the mutual promises and agreements\ncontained herein, and for other good and valuable consideration, the receipt of\nwhich is hereby acknowledged, the parties hereto agree as follows:\n\n          1.   Start Date. The \"Term of Employment\" (as defined herein) shall\n               ----------                                                    \ncommence as of the date Employee begins providing services to the Company as its\nChief Executive Officer hereunder, which date shall be referred to herein as the\n\"Start Date.\"\n ----------  \n\n          2.   Position and Duties.\n               ------------------- \n\n               (a)  The Company hereby employs Employee as the Chief Operating\nOfficer of the Company commencing as of the Start Date for the Term of\nEmployment. In this capacity, Employee shall devote his best efforts to the\nperformance of the services customarily incident to such office and position and\nto such other services of as may be requested by the President or Chief\nExecutive Officer of the Company which may include services for one or more\nother subsidiaries of the Company. Employee, in his capacity as an employee of\nthe Company, shall be responsible to and obey the reasonable and lawful\ndirectives of the Chief Executive Officer and President of the Company. Employee\nshall report to the President or any other person designated by the President,\nand Employee shall have such authority and duties as are customary in such\nposition.\n\n               (b)  Employee shall devote all of his business time and attention\nto such duties, except for sick leave, reasonable vacations, and excused leaves\nof absence as more particularly provided herein. Notwithstanding the foregoing,\nto the extent that the time so spent does not conflict with the Company's\nbusiness, Employee may devote time to personal and\n\n                                       1\n\n \nfamily investments. The existence of such a conflict shall be determined in good\nfaith by the Board of Directors of the Company (the \"Board\"). Employee shall use\n                                                     -----\nhis best efforts during the Term of Employment to protect, encourage, and\npromote the interests of the Company.\n\n               (c)  For a period of six (6) months after the Start Date,\nEmployee shall, at the request of the Company, provide services hereunder at the\nCompany's Austin, Texas offices for up to 4 days per week.\n\n          3.   Compensation.\n               ------------ \n\n               (a)  Base Salary.  The Company shall pay to Employee during the\n                    -----------   \nTerm of Employment a base salary at the rate of Two Hundred Thousand Dollars\n($200,000) per calendar year. Such salary shall be payable at least semi-monthly\nin accordance with the Company's normal payroll procedures. (Employee's annual\nsalary, as set forth above or as it may be increased from time to time in the\nBoard's sole discretion, shall be referred to hereinafter as the \"Base\n                                                                  ----\nSalary.\").\n------\n\n               (b)  Performance Bonus. In addition to the compensation otherwise\n                    -----------------                                           \npayable to Employee pursuant to this Agreement, Employee shall be eligible to\nreceive additional annual bonuses to the extent, if any, approved by the Board\nin its sole discretion.\n\n               (c)  Options.  The Company will grant you a stock options to\n                    -------   \npurchase up to 1,700,000 shares of the Company's common stock (the \"Options\")\n                                                                    -------\nupon the terms and subject to the conditions set forth in the Company's 2000 \nNon-Qualified Stock Option Plan and to be documented in a customary stock option\nagreement pursuant to such Plan. The stock option agreement with respect to the\nOptions shall provide for an exercise price per share for such Options of the\nmarket value of the Company's common stock on the date of grant and that the\nOptions vest according to the following schedule: Options to purchase 50,000\nshares shall vest upon the date of grant; Options to purchase 550,000 shares\nshall vest upon the first anniversary of the Start Date; Options to purchase\n550,000 shares shall vest on the second anniversary of the Start Date; and the\nremaining Options to purchase 550,000 shares shall vest on the third anniversary\nof the Start Date. The stock option agreement with respect to the Options shall\nalso provide that (i) in the event of a Change in Control, 50% of any unvested\nOptions as of the date of such Change in Control shall immediately vest and\nbecome exercisable and (ii) in the event that Employee is terminated without\nCause (as defined below) or terminates his employment for Good Reason (as\ndefined below), any unvested Options as of the date of such termination shall\nimmediately vest and become exercisable. For purposes of the Options, \"Change in\n                                                                       ---------\nControl\" shall mean: (i) any sale, merger, consolidation, tender offer or\n-------\nsimilar acquisition of shares, or other transaction or series of related\ntransactions (each a \"Transaction\") as a result of which at least a majority of\n                      -----------\nthe voting power of Company is not held, directly or indirectly, by the persons\nor entities who held the Company's securities with voting power before such\nTransaction; (ii) a sale or other disposition of all or substantially all of the\nCompany's assets, whether in one transaction or a series of related\ntransactions; or (iii) individuals who on the date hereof constitute Company's\nBoard of Directors and any new director (other than a director designated by a\nperson or entity who has entered into an agreement to effect a\n\n                                       2\n\n \ntransaction described in clause (i) or (ii) above) whose nomination and\/or\nelection to the Board was approved by a vote of at least a majority of the\ndirectors then still in office who either were directors on the date hereof or\nwhose election or nomination for election was previously so approved, cease for\nany reason to constitute a majority of the Company's or such parent's Board of\nDirectors. Employee acknowledges that as of the date of this Agreement there\nwill be more shares reserved for issuance than are authorized and unissued under\nthe Company's Certificate of Incorporation and waives any breach hereof or of\nthe related option agreement and option plan if remedied within 9 months of the\ndate of this Agreement; provided that if the Company is unable to deliver shares\n                        --------\nissuable upon exercise of vested options following a Change in Control or\nEmployee's termination of employment without Cause or for Good Reason within 9\nmonths of the date of this Agreement, then, upon such exercise, the Company\nshall deliver to Employee cash equal to the excess of the fair market value of\nthe shares issuable upon such exercise over the exercise price, within 10\nbusiness days of Employee's delivery of his notice of exercise.\n\n          4.   Benefits.  During the Term of Employment:\n               --------                                 \n\n               (a)  Employee shall be eligible to participate in any life,\nhealth and long-term disability insurance programs, pension and retirement\nprograms, stock option and other incentive compensation programs, and other\nfringe benefit programs made available to executive employees of the Company\nfrom time to time, and Employee shall be entitled to receive such other fringe\nbenefits as may be granted to him from time to time by the Board. Nothing\nherein, however, is intended or shall be construed to require the Company to\ninstitute or continue all, or any particular, plan or benefits.\n\n               (b)  Employee shall be allowed four (4) weeks vacations with pay,\nand leaves of absence with pay in accordance with the Company's policies in\neffect from time to time.\n\n               (c)  The Company shall reimburse Employee in accordance with the\npolicies of the Company, as adopted and amended from time to time, for\nreasonable and necessary business expenses incurred in performing Employee's\nduties and promoting the business of the Company, including, without limitation,\nreasonable and necessary cellular telephone, travel and lodging, and temporary\nliving expenses Employee may incur in connection with Section 2(c) of this\nAgreement; provided Employee shall, as a condition of such reimbursement, submit\nverification of the nature and amount of such expenses in accordance with the\nbusiness expense reimbursement policies from time to time adopted by the\nCompany.\n\n          5.   Term; Termination of Employment.  As used herein, the phrase\n               -------------------------------                             \n\"Term of Employment\" shall mean the period commencing on the Start Date and\n-------------------                                                        \nending one (1) year from the Start Date; provided that as of the expiration date\nof such initial one (1) year Term of Employment and (ii) if applicable, any\nRenewal Period (as defined below), the Term of Employment shall automatically be\nextended for one (1) year periods (each a \"Renewal Period\") unless either the\n                                           --------------                    \nCompany or Employee provides two (2) months notice to the contrary prior to \n\n                                       3\n\n \nthe end of the Term of Employment or applicable Renewal Period. Notwithstanding\nthe foregoing, the Term of Employment shall expire on the first to occur of the\nfollowing:\n \n               (a)  Termination by the Company Without Cause.  Notwithstanding\n                    ----------------------------------------\nanything to the contrary in this Agreement, whether express or implied, the\nCompany may, at any time, terminate Employee's employment for any reason other\nthan Cause (as defined below) by giving Employee at least thirty (30) days prior\nwritten notice of the effective date of termination. In the event Employee's\nemployment hereunder is terminated by the Company other than for Cause, Employee\nshall be entitled to receive his Base Salary as he would have received such\namounts during the period commencing on the effective date of such termination\nand ending six (6) months after such date of termination, whether during the\ninitial Term of Employment, a Renewal Period or otherwise (such period\nhereinafter referred to as the \"Salary Continuation Period\"), as if Employee\n                                --------------------------\nwere still employed hereunder during the Salary Continuation Period; provided\n                                                                     --------\nthat the Company's election not to extend the Term of Employment for any Renewal\nPeriod shall be treated as a termination by the Company without Cause.\n\n               (b)  Termination for Cause.  The Company shall have the right to\n                    ---------------------                                      \nterminate Employee's employment at any time for Cause (as defined below) by\ngiving Employee written notice of the effective date of termination (which\neffective date may, except as otherwise provided below, be the date of such\nnotice).  If the Company terminates Employee's employment for Cause, Employee\nshall be paid his unpaid Base Salary through the date of termination, and the\nCompany shall have no further obligation hereunder from and after the effective\ndate of termination and shall have all other rights and remedies available under\nthis or any other agreement and at law or in equity.\n\n               For purposes of this Agreement, \"Cause\" shall mean:\n                                                -----             \n\n                    (i)    theft, forgery, fraud, misappropriation,\n               embezzlement, moral turpitude or other act of material misconduct\n               against the Company or any of its affiliates;\n\n                    (ii)   fraudulent or willful and material misrepresentations\n               or concealments on any written reports submitted to the Company\n               or any of its affiliates;\n\n                    (iii)  Employee's violation of the Company's substance abuse\n               policy;\n\n                    (iv)   gross negligence or material misconduct in the\n               performance of the duties of Employee required hereunder or his\n               habitual neglect thereof;\n\n                    (v)    a material failure by the Employee to follow or\n               comply with the lawful directives of the Board of Directors of\n               the Company;\n\n                    (vi)   a material breach by Employee of the provisions of\n               this Agreement or other agreements with the Company;\n\n                                       4\n\n \n                    (vii)  willful and knowing violation of any rules or\n               regulations of any governmental or regulatory body, which is or\n               is reasonably expected to be materially injurious to the\n               financial condition of the Company;\n\n                    (viii) Employee's conviction of, or plea of nolo contendere\n               to, any felony or to any crime or offense causing substantial\n               harm to the Company or any of its affiliates (whether or not for\n               personal gain) or involving acts of theft, forgery, fraud,\n               misappropriation, embezzlement, moral turpitude or similar\n               conduct;\n\n                    (ix)   Employee shall become associated with any company in\n               the tobacco industry;\n\n                    (xi)   a material violation of any fiduciary duty owed to\n               the Company; or\n\n                    (xii)  engagement in any act (including, but not limited to,\n               unlawful discriminatory conduct) that results in substantial\n               injury to the reputation, business or business relationships of\n               the Company or that, in each case, has subjected, or if generally\n               known would subject, the Company to public ridicule or\n               embarrassment.\n\n               provided, however, that in the case of the foregoing clauses\n(iv), (v) and (vi) Employee shall have been informed, in writing, of such\nmaterial failure referred to in the foregoing clauses (iv), (v) and (vi) and\nprovided with a reasonable opportunity to cure such material failure, if such\nfailure is subject to cure (if such failure is subject to cure, \"reasonable\nopportunity to cure\" shall mean a period of thirty (30) days).\n\n               (c)  Resignation for Good Reason.  Employee may terminate his\n                    ---------------------------   \nemployment for Good Reason (as defined below) by giving the Company at least\nthirty (30) days prior written notice of the effective date of termination. In\nthe event Employee's employment hereunder is terminated by Employee for Good\nReason, Employee shall be entitled to receive his Base Salary as he would have\nreceived such amounts during the Salary Continuation Period, whether during the\ninitial Term of Employment, a Renewal Period or otherwise, as if Employee were\nstill employed hereunder during the Salary Continuation Period.\n\n               For purposes of this Agreement, \"Good Reason\" shall mean:\n                                                -----------             \n\n                    (i)  (a) the assignment of Employee without his consent to a\n               position, responsibilities or duties of a materially lesser\n               status or degree of responsibility than his position,\n               responsibilities or duties at the Start Date which remains\n               uncured for at least 30 days after receipt of notice thereof\n               given by Employee; or\n\n                                       5\n\n \n                    (ii) any material breach by the Company in performing its\n               obligations hereunder which remains uncured for at least 30 days\n               after receipt of notice thereof given by Employee.\n\n               (d)  Termination on Account of Death.  In the event of Employee's\n                    -------------------------------\ndeath while in the employ of the Company, his employment hereunder shall\nterminate on the date of his death and Employee shall be paid his unpaid Base\nSalary through the date of termination. In addition, any other benefits payable\non behalf of Employee shall be determined under the Company's insurance and\nother compensation and benefit plans and programs then in effect in accordance\nwith the terms of such programs.\n\n               (e)  Termination on Account of Disability.  To the extent not\n                    ------------------------------------\nprohibited by The Americans With Disabilities Act of 1990, if, as a result of\nEmployee's incapacity due to physical or mental illness (as determined in good\nfaith by a physician acceptable to the Company and Employee), Employee is unable\nto substantially render to the Company the services required under this\nAgreement for more than ninety (90) days out of any consecutive one hundred and\neighty (180) day period or if a physician acceptable to the Company advises the\nCompany that it is likely that Employee will be unable to return to the\nperformance of his duties for more than ninety (90) days out of any consecutive\none hundred and eighty (180) day period his employment may be terminated for\n\"Disability.\" During any period that Employee fails to perform his duties with\n ----------\nthe Company as a result of incapacity due to physical or mental illness, he\nshall continue to receive his Base Salary and other benefits provided hereunder,\ntogether with all compensation payable to him under the Company's disability\nplan or program or other similar plan during such period, until Employee's\nemployment hereunder is terminated pursuant to this subparagraph (e).\nThereafter, Employee's benefits shall be determined under the Company's\nretirement, insurance, and other compensation and benefit plans and programs\nthen in effect, in accordance with the terms of such programs, and the Company\nshall cease to be obligated to pay the Employee a Base Salary (other than any\namounts owed to the Employee at the time of such termination).\n\n          6.   Confidential Information, Non-Solicitation and Non-Competition.\n               -------------------------------------------------------------- \n\n               (a)  During the Term of Employment and thereafter, Employee shall\nnot, except as may be required to perform his duties hereunder or as required by\napplicable law, disclose to others or use, whether directly or indirectly, any\nConfidential Information regarding the Company. \"Confidential Information\" shall\n                                                 ------------------------\nmean information about the Company, its subsidiaries and affiliates, and their\nrespective clients and customers that is not available to the general public and\nthat was learned by Employee in the course of his employment by the Company,\nincluding, but not limited to, any proprietary knowledge, trade secrets, data,\nformulae, information, and client and customer lists and all papers, resumes,\nrecords (including computer records) and the documents containing such\nConfidential Information. Employee acknowledges that such Confidential\nInformation is specialized, unique in nature and of great value to the Company,\nand that such information gives the Company a competitive advantage. This\nconfidentiality covenant has no temporal, geographic or territorial restriction.\nUpon the termination of his employment for any reason whatsoever, Employee shall\npromptly deliver to the Company all documents, computer tapes and disks (and all\ncopies thereof) containing any \n\n                                       6\n\n \nConfidential Information, and any other tangible property of the Company which\nhas been produced by, received by or otherwise submitted to the Employee during\nor prior to the Term of Employment.\n\n               (b)  By and in consideration of Employee's employment hereunder\nand the payments to be made and benefits to be provided by the Company hereunder\nand further in consideration of Employee's exposure to the proprietary\ninformation of the Company, Employee agrees that; provided that there has not\n                                                  --------\nbeen any material breach by the Company in performing its obligations hereunder\nwhich remains uncured for at least 30 days after receipt of written notice\nthereof given by Employee, (i) during the Term of Employment and thereafter\nduring the Consulting Term, Employee shall not, directly or indirectly in any\nmanner or capacity (e.g., as an advisor, principal, agent, partner, officer,\ndirector, shareholder, employee, member of any association or otherwise) engage\nin, work for, consult, provide advice or assistance or otherwise participate in\nany activity which is competitive with the Business of the Company (it being\nunderstood that this Section 6(b) shall not prohibit Employee from working for,\nconsulting, providing advice or other assistance to or otherwise participating\nin a business (an \"Other Company\") that engages in the Business but whose\nprincipal line of business is not the Business so long as Employee does not work\nfor, consult, provide advice or other assistance to (including, without\nlimitation, by way of promotion or endorsement) or otherwise participate in any\naspect of the Business conducted or proposed to be conducted by the Other\nCompany) and (ii) during the Consulting Term, Employee shall provide consulting\nservices to the Company upon reasonable request by the Company; provided,\nhowever, that Employee shall not be required to provide any consulting services\nthat would interfere with Employee's other business or employment endeavors. For\npurposes of this Agreement, the \"Business\" shall mean any specific business\nactivity conducted by the Company or any of its subsidiaries or proposed to be\nconducted thereby at the time of the Employee's termination pursuant to this\nAgreement. Employee further agrees that during such period he will not assist or\nencourage any other person in carrying out any activity that would be prohibited\nby the foregoing provisions of this Section 6 if such activity were carried out\nby Employee and, in particular, Employee agrees that he will not induce any\nemployee of the Company to carry out any such activity; provided, however, that\nthe \"beneficial ownership\" by Employee, either individually or as a member of a\n\"group,\" as such terms are used in Rule 13d of the General Rules and Regulations\nunder the Exchange Act, of not more than one percent (1%) of the voting stock of\nany publicly held corporation shall not be a violation of this Agreement. For\npurposes of this Agreement, the \"Consulting Term\" shall mean the period that the\n                                 ---------------\nEmployee is receiving payments under this Agreement in accordance with the terms\nhereof (with the Company having reasonable opportunity to cure any breaches of\nits payment obligations hereunder); provided, however, that the Company, in its\nsole discretion, shall have the right, upon written notice to Employee prior to\nthe date upon which payments to Employee under this Agreement are to cease, to\nextend the Consulting Term for an additional period of time to be determined in\nthe sole discretion of the Company which shall not exceed one (1) year or, in\nthe event that the Employee's employment was terminated pursuant to Section 5(a)\nor Section 5(c), six (6) months after the end of the Salary Continuation Period.\nDuring any such extension of the Consulting Term, the Company shall continue to\npay Employee one hundred percent (100%) of his Base Salary, in accordance with\nthe Company's normal payroll practices with respect to base salary, at the rate\nin effect on the date of Employee's termination of \n\n                                       7\n\n \nemployment. It is further expressly agreed that the Company will or would suffer\nirreparable injury if Employee were to compete with the Company or any\nsubsidiary or affiliate of the Company in violation of this Agreement and that\nthe Company would by reason of such competition be entitled to injunctive relief\nin a court of appropriate jurisdiction, and Employee further consents and\nstipulates to the entry of such injunctive relief in such a court prohibiting\nEmployee from competing with the Company or any subsidiary or affiliate of the\nCompany in violation of this Agreement. Employee agrees that the terms of this\nparagraph shall not prevent the Company and\/or its subsidiaries from pursuing\nany other available remedies for any breach or threatened breach thereof,\nincluding but not limited to the recovery of damages from the Employee. Employee\nand the Company further agree that the provisions of the covenants contained in\nthis Agreement are reasonable and necessary to protect the businesses of the\nCompany and its subsidiaries because of Employee's access to Confidential\nInformation and his material participation in the operation of such businesses.\nEmployee hereby acknowledges that due to the global aspects of the Company's and\nits subsidiaries' businesses and competitors, it would not be appropriate to\ninclude any geographic limitation in this Agreement.\n\n               (c)  During the period that Employee is receiving payments under\nthis Agreement, Employee shall not, directly or indirectly, influence or attempt\nto influence suppliers of the Company or any of its subsidiaries or affiliates,\nto divert their business to any competitor of the Company.\n\n               (d)  Employee recognizes that he will possess confidential\ninformation or trade secrets about other employees of the Company relating to\ntheir education, experience, skills, abilities, compensation and benefits, and\ninterpersonal relationships with customers of the Company (the \"Employee\n                                                                --------\nInformation\"). Employee recognizes that the Employee Information he will possess\n-----------\nis not generally known, is of substantial value to the Company in developing its\nbusiness and in securing and retaining customers, and will be acquired by him\nbecause of his business position with the Company. Employee agrees that, during\nthe period that Employee is receiving payments under this Agreement and for one\n(1) year thereafter, Employee will not, directly or indirectly, solicit or\nrecruit any employee of the Company for the purpose of being employed by\nEmployee or by any competitor of the Company on whose behalf he is acting as an\nagent, representative or employee and that he will not convey any Employee\nInformation to any other person.\n\n               (e)  If it is determined by a court of competent jurisdiction in\nany state that any restriction in this Section 6 is excessive in duration or\nscope or is unreasonable or unenforceable under the laws of that state, it is\nthe intention of the parties that such restriction may be modified or amended by\nthe court to render it enforceable to the maximum extent permitted by the law of\nthat state.\n\n          7.   Designated Beneficiary.  In the event of the death of Employee\n               ----------------------                                        \nwhile in the employ of the Company, or at any time thereafter during which\namounts remain payable to Employee under Section 5, such payments (other than\nthe right to continuation of welfare benefits) shall thereafter be made to such\nperson or persons as Employee may specifically designate (successively or\ncontingently) to receive payments under this Agreement following \n\n                                       8\n\n \nEmployee's death by filing a written beneficiary designation with the Company\nduring Employee's lifetime. Such beneficiary designation shall be in such form\nas may be prescribed by the Company and may be amended from time to time or may\nbe revoked by Employee pursuant to written instruments filed with the Company\nduring his lifetime. Beneficiaries designated by Employee may be any natural or\nlegal person or persons, including a fiduciary, such as a trustee or a trust or\nthe legal representative of an estate. Unless otherwise provided by the\nbeneficiary designation filed by Employee, if all of the persons so designated\ndie before Employee on the occurrence of a contingency not contemplated in such\nbeneficiary designation, then the amounts payable under this Agreement shall be\npaid to Employee's estate.\n\n          8.   Taxes.  All payments to be made to Employee under this Agreement\n               -----                                                           \nwill be subject to any applicable withholding of federal, state and local income\nand employment taxes.\n\n          9.   Resolution of Disputes.  Notwithstanding anything herein to the\n               ----------------------                                         \ncontrary, in the event that there shall be a dispute among the parties arising\nout of or relating to this Agreement or the breach thereof, other than, at the\noption of Company, Section 6, the parties agree that such dispute shall be\nresolved by final and binding arbitration in New York, New York in accordance\nCommercial Arbitration Rules then in effect of JAMS\/ENDISPUTE.  Depositions may\nbe taken and other discovery may be obtained during such arbitration proceedings\nto the same extent as authorized in civil judicial proceedings.  Any award\nissued as a result of such arbitration shall be final and binding between the\nparties thereto, and shall be enforceable by any court having jurisdiction over\nthe party against whom enforcement is sought.  The fees and expenses of such\narbitration (including, but not limited to, reasonable attorneys' fees) or any\naction to enforce an arbitration award shall be paid by the party that does not\nprevail in such arbitration.\n\n          10.  Attorneys' Fees.  Should either party hereto or their successors\n               ---------------                                                 \nretain counsel for the purpose of enforcing, or preventing the breach of, any\nprovision hereof, including, but not limited to, by instituting any action or\nproceeding in arbitration or a court to enforce any provision hereof or to\nenjoin a breach of any provision of this Agreement, or for a declaration of such\nparty's rights or obligations under the Agreement, or for any other remedy,\nwhether in arbitration or in a court of law, then each party shall bear their\nown costs and expenses incurred thereby, including, but not limited to,\nreasonable fees and expenses of attorneys and expert witnesses, including costs\nof appeal.\n\n          11.  Limitation of Liabilities.  If Employee is awarded any damages as\n               -------------------------                                        \ncompensation for any breach or action related to this Agreement, a breach of any\ncovenant contained in this Agreement (whether express or implied by either law\nor fact), or any other cause of action based in whole or in part on any breach\nof any provision of this Agreement, such damages shall be limited to contractual\ndamages and shall exclude (i) punitive damages, and (ii) consequential and\/or\nincidental damages (e.g., lost profits and other indirect or speculative\ndamages). The maximum amount of damages that Employee may recover for any reason\nshall be the amount equal to all amounts owed (but not yet paid) to Employee\npursuant to this Agreement \n\n                                       9\n\n \nthrough its natural term or through any period for which severance is due\npursuant to Section 5 hereof.\n\n          12.  Miscellaneous.  This Agreement shall also be subject to the\n               -------------                                              \nfollowing miscellaneous considerations:\n\n               (a)  Representations and Warranties.\n                    ------------------------------ \n\n                    (i)  Employee represents and warrants to the Company that he\nhas the authorization, power and right to deliver, execute and fully perform his\nobligations under this Agreement in accordance with its terms. Employee further\nrepresents and warrants that this Agreement does not require any authorization,\nconsent, approval, exemption or other action by any other party and does not (A)\nconflict with or result in the breach of the terms, conditions or provisions of,\n(B) constitute a default under, or (C) result in a violation of any agreement,\ninstrument, order, judgment or decree to which Employee is subject. Employee\nwill, to the fullest extent permitted by applicable law, as from time to time in\neffect, indemnify the Company and hold the Company harmless for any breach of\nthe representations set forth in this subparagraph (i).\n\n                    (ii) The Company represents and warrants to Employee that it\nhas the authorization, power and right to deliver, execute and fully perform its\nobligations under this Agreement in accordance with its terms. The Company\nfurther represents and warrants that this Agreement does not require any\nauthorization, consent, approval, exemption or other action by any other party\nand does not (A) conflict with or result in the breach of the terms, conditions\nor provisions of, (B) constitute a default under, or (C) result in a violation\nof any agreement, instrument, order, judgment or decree to which the Company is\nsubject. The Company will, to the fullest extent permitted by applicable law, as\nfrom time to time in effect, indemnify Employee and hold Employee harmless for\nany breach of its representations set forth in this subparagraph (ii).\n\n               (b)  Divisibility of the Agreement.  If any provision of this\n                    -----------------------------   \nAgreement or any portion thereof is declared invalid, illegal, or incapable of\nbeing enforced by any court of competent jurisdiction, the remainder of such\nprovisions and all of the remaining provisions of this Agreement shall continue\nin full force and effect.\n\n               (c)  Choice of Law.  This Agreement shall be construed,\n                    -------------\ninterpreted and the rights of the parties determined in accordance with the\ninternal laws of the State of California without reference to the choice of law\nprovisions of such State's law, except with respect to matters of law concerning\nthe internal corporate affairs of any corporate entity which is a party to or\nthe subject of this Agreement, and as to those matters of the law the\njurisdiction under which the respective entity derives its powers shall govern,\nand to the extent governed by federal law.\n\n               (d)  Assignment.  The Company may assign this Agreement to any\n                    ----------\ndirect or indirect subsidiary or parent of the Company or joint venture in which\nthe Company has an interest, or any successor (whether by merger, consolidation,\npurchase or otherwise) to all or\n\n                                       10\n\n \nsubstantially all of the stock, assets or business of the Company and this\nAgreement shall be binding upon and inure to the benefit of such successors and\nassigns. The duties and covenants of Employee under this Agreement, being\npersonal, may not be delegated. Except as expressly provided herein, Employee\nmay not sell, transfer, assign, or pledge any of his rights or interests\npursuant to this Agreement.\n\n               (e)  No Abrogation.  Any rights of Employee hereunder shall be in\n                    -------------                                               \naddition to any rights Employee may otherwise have under benefit plans,\nagreements, or arrangements of the Company to which he is a party or in which he\nis a participant, including, but not limited to, any Company-sponsored employee\nbenefit plans.  Provisions of this Agreement shall not in any way abrogate\nEmployee's rights under such other plans, agreements, or arrangements.\n\n               (f)  Notice.  For the purposes of this Agreement, notices,\n                    ------   \ndemands and all other communications provided for in this Agreement shall be in\nwriting and shall be deemed to have been duly given when personally delivered or\none day after delivery to an overnight air courier guaranteeing next day\ndelivery, addressed as follows:\n\n          If to Employee:           Greg Taylor\n          --------------                       \n                                    One White Horse Lane\n                                    Spring City, PA 19475\n\n          If to the Company:        drkoop.com, Inc.\n          -----------------                         \n                                    7000 North Mopac, Suite 400\n                                    Austin, Texas 78731\n                                    Attention: Board of Directors\n\n          With copies to:           Latham &amp; Watkins\n          --------------                            \n                                    633 W. Fifth Street, Suite 4000\n                                    Los Angeles, California 90071-2007\n                                    Attention: W. Alex Voxman, Esq.\n\n               or to such other address as any party may have furnished to the\nothers in writing in accordance herewith, except that notices of change of\naddress shall be effective only upon receipt.\n\n               (g)  Headings.  Section headings in this Agreement are included\n                    --------   \nherein for convenience of reference only and shall not constitute a part of this\nAgreement for any other purpose.\n\n               (h)  Waiver.  Failure to insist upon strict compliance with any\n                    ------\nof the terms, covenants, or conditions hereof shall not be deemed a waiver of\nsuch term, covenant, or condition, nor shall any waiver or relinquishment of, or\nfailure to insist upon strict compliance with, any right or power hereunder at\nany one or more times be deemed a waiver or relinquishment of such right or\npower at any other time or times.\n\n                                       11\n\n \n               (i)  Employee's Acknowledgment.  Employee acknowledges (i) that\n                    -------------------------\nhe has consulted with or has had the opportunity to consult with independent\ncounsel of his own choice concerning this Agreement and has been advised to do\nso by the Company, and (ii) that he has read and understands the Agreement, is\nfully aware of its legal effect, and has entered into it freely based on his own\njudgment.\n\n               (j)  Counterparts.  This Agreement may be executed in several\n                    ------------                                            \ncounterparts, each of which shall be deemed to be an original but all of which\ntogether will constitute one and the same instrument.\n\n               (k)  Entire Agreement; Amendment.  This Agreement (i) contains a\n                    ---------------------------  \ncomplete statement of all the arrangements between the parties with respect to\nEmployee's employment by the Company, (ii) supersedes all prior and existing\nnegotiations and agreements between the parties concerning Employee's employment\nand (iii) can only be changed or modified pursuant to a written instrument duly\nexecuted by each of the parties hereto.\n\n               (l)  Expenses.  Each party to this Agreement shall bear its\n                    --------  \nrespective expenses incurred in connection with the preparation, negotiation,\nexecution and performance of this Agreement; provided that, the Company shall\npay up to $10,000 of the reasonable fees and expenses of counsel to Employee\nincurred with respect to this Agreement.\n\n                           (Signature Page Follows)\n\n                                       12\n\n \n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n                                   DR.KOOP.COM, INC.\n\n\n\n                                   By:  \/s\/ EDWARD A. CESPEDES\n                                      --------------------------------\n                                      Name:   Edward A. Cespedes\n                                      Title:  President\n\n                                   EMPLOYEE\n\n\n                                    \/s\/ GREG TAYLOR \n                                   -----------------------------------\n                                   Greg Taylor\n\n                                      S-1\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9539,9544],"class_list":["post-39076","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_industries-health__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39076","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39076"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39076"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39076"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39076"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}