{"id":39077,"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-lifecare-inc-and-g-peter-molloy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-drkoop-lifecare-inc-and-g-peter-molloy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-drkoop-lifecare-inc-and-g-peter-molloy.html","title":{"rendered":"Employment Agreement &#8211; DrKoop LifeCare Inc. and G. Peter Molloy Jr."},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n            THIS EMPLOYMENT AGREEMENT (the \"Agreement\") is made and entered into\nas of August 20, 2001, by and between drkoop LifeCare, Inc., a Delaware\ncorporation (the \"Company\"), and G. Peter Molloy, Jr. (\"Employee\").\n\n                                    RECITALS\n\n            WHEREAS, the Company desires to obtain the services of Employee as\nits President in the manner hereinafter specified, and also to make provisions\nfor the payment of compensation to Employee for such services; and\n\n            WHEREAS, Employee is willing to be employed by the Company as its\nPresident and to perform the duties incident to such employment upon the terms\nand 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            NOW, THEREFORE, in consideration of the mutual promises and\nagreements contained herein, and for other good and valuable consideration, the\nreceipt of which is hereby acknowledged, the parties hereto agree as follows:\n\n            1. Start Date. The \"Term of Employment\" (as defined herein) shall\ncommence as of the date hereof, which date shall be referred to herein as the\n\"Start Date.\"\n\n            2. Position and Duties.\n\n                (a) The Company hereby employs Employee as the President of the\nCompany commencing as of the Start Date for the Term of Employment. In this\ncapacity, Employee shall devote his best efforts to the performance of the\nservices customarily incident to such office and position and to such other\nservices of as may be requested by the Chief Executive Officer of the Company\nwhich may include services for drkoop.com, Inc., a Delaware corporation\n(\"Parent\") or one or more other subsidiaries of Parent (provided that Employee's\nduties for Parent or any such subsidiary remain consistent with Employee's\nduties under this Agreement). Employee, in his capacity as an employee of the\nCompany, shall be responsible to and obey the reasonable and lawful directives\nof the Chief Executive Officer of the Company. Employee shall report to the\nChief Executive Officer or any other person designated by the Chief Executive\nOfficer, and Employee shall have such authority and duties as are customary in\nsuch position.\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\n                                       1\n   2\n\nfamily investments. The existence of such a conflict shall be determined in good\nfaith by the Board of Directors of Parent (the \"Board\"). Employee shall use his\nbest efforts during the Term of Employment to protect, encourage, and promote\nthe interests of the Company.\n\n            3. Compensation.\n\n                (a) Base Salary. The Company shall pay to Employee during the\nTerm of Employment a base salary at the rate of Three Hundred Thousand Dollars\n($300,000) 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 Salary.\"\nThe Company will review Employee's salary annually.)\n\n                (b) Performance Bonus. In addition to the compensation otherwise\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            4. Benefits. During the Term of Employment:\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 vacation 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, cellular telephone,\ntravel and lodging expenses; provided Employee shall, as a condition of such\nreimbursement, submit verification of the nature and amount of such expenses in\naccordance with the business expense reimbursement policies from time to time\nadopted by the Company.\n\n            5. Term; Termination of Employment. As used herein, the phrase \"Term\nof Employment\" shall mean the period commencing on the Start Date and ending one\n(1) year from the Start Date; provided that as of the expiration date of such\ninitial one (1) year Term of Employment and (ii) if applicable, any Renewal\nPeriod (as defined below), the Term of Employment shall automatically be\nextended for one (1) year periods (each a \"Renewal Period\") unless either the\nCompany or Employee provides two (2) months notice to the contrary prior to\n\n\n                                       2\n   3\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\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\nwere still employed hereunder during the Salary Continuation Period; provided\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\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                    (i) theft, forgery, fraud, misappropriation, embezzlement,\n            moral turpitude or other act of material misconduct against the\n            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 or\n            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 Employee to follow or comply with\n            the lawful directives of the Board;\n\n                    (vi) a material breach by Employee of the provisions of this\n            Agreement or other agreements with the Company;\n\n\n                                       3\n   4\n\n                    (vii) willful and knowing violation of any rules or\n            regulations of any governmental or regulatory body, which is or is\n            reasonably expected to be materially injurious to the financial\n            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 harm\n            to the Company or any of its affiliates (whether or not for personal\n            gain) or involving acts of theft, forgery, fraud, misappropriation,\n            embezzlement, moral turpitude or similar 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 the\n            Company; or\n\n                    (xii) engagement in any act (including, but not limited to,\n            unlawful discriminatory conduct) that results in substantial injury\n            to the reputation, business or business relationships of the Company\n            or that, in each case, has subjected, or if generally known would\n            subject, the Company to public ridicule or embarrassment.\n\n            provided, however, that in the case of the foregoing clauses (iv),\n(v) and (vi) Employee shall have been informed, in writing, of such material\nfailure referred to in the foregoing clauses (iv), (v) and (vi) and provided\nwith a reasonable opportunity to cure such material failure, if such failure is\nsubject to cure (if such failure is subject to cure, \"reasonable opportunity to\ncure\" shall mean a period of thirty (30) days).\n\n                (c) Resignation for Good Reason. Employee may terminate his\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                    (i) (a) the assignment of Employee without his consent to a\n            position, responsibilities or duties of a materially lesser status\n            or degree of responsibility than his position, responsibilities or\n            duties at the Start Date which remains uncured for at least 30 days\n            after receipt of notice thereof given by Employee; or\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\n                                       4\n   5\n\n                (d) Termination on Account of Death. In the event of Employee's\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\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\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 Employee a Base Salary (other than any\namounts owed to Employee at the time of such termination).\n\n            6. Confidential Information, Non-Solicitation and Non-Competition.\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 Parent or any subsidiary thereof (including\nthe Company). \"Confidential Information\" shall mean information about Parent,\nits subsidiaries and affiliates, and their respective clients and customers that\nis not available to the general public and that was learned by Employee in the\ncourse of his employment by the Company, including, but not limited to, any\nproprietary knowledge, trade secrets, data, formulae, information, and client\nand customer lists and all papers, resumes, records (including computer records)\nand the documents containing such Confidential Information. Employee\nacknowledges that such Confidential Information is specialized, unique in nature\nand of great value to Parent and its subsidiaries, and that such information\ngives Parent and its subsidiaries a competitive advantage. This confidentiality\ncovenant has no temporal, geographic or territorial restriction. Upon the\ntermination of his employment for any reason whatsoever, Employee shall promptly\ndeliver to the Company all documents, computer tapes and disks (and all copies\nthereof) containing any Confidential Information, and any other tangible\nproperty of Parent or its subsidiaries which has been produced by, received by\nor otherwise submitted to Employee during or prior to the Term of Employment.\n\n\n                                       5\n   6\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 Parent and its subsidiaries (including the Company), Employee\nagrees that, provided that there has not been any material breach by the Company\nin performing its obligations hereunder which remains uncured for at least 30\ndays after receipt of written notice thereof given by Employee, during the Term\nof Employment and the Salary Continuation Period, if any, or for a period of 12\nmonths following the termination of Employee's employment if Employee's\nemployment is terminated for Cause or without Good Reason, Employee shall not,\ndirectly or indirectly in any manner or capacity (e.g., as an advisor,\nprincipal, agent, partner, officer, director, shareholder, employee, member of\nany association or otherwise) engage in, work for, consult, provide advice or\nassistance or otherwise participate in any activity which is competitive with\nthe Business of Parent or any subsidiary thereof in the metropolitan areas in\nwhich Parent or any of its subsidiaries operate (it being understood that this\nSection 6(b) shall not prohibit Employee from working for, consulting, providing\nadvice or other assistance to or otherwise participating in a business (an\n\"Other Company\") that engages in the Business but whose principal line of\nbusiness is not the Business so long as Employee does not work for, consult,\nprovide advice or other assistance to (including, without limitation, by way of\npromotion or endorsement) or otherwise participate in any aspect of the Business\nconducted or proposed to be conducted by the Other Company). For purposes of\nthis Agreement, the \"Business\" shall mean any specific business activity\nconducted by Parent or any successor thereto or any of Parent's subsidiaries or\nproposed to be conducted thereby at the time of Employee's termination pursuant\nto this Agreement. Employee further agrees that during such period he will not\nassist or encourage any other person in carrying out any activity that would be\nprohibited by the foregoing provisions of this Section 6 if such activity were\ncarried out by Employee and, in particular, Employee agrees that he will not\ninduce any employee of Parent or any subsidiary thereof to carry out any such\nactivity; provided, however, that the \"beneficial ownership\" by Employee, either\nindividually or as a member of a \"group,\" as such terms are used in Rule 13d of\nthe General Rules and Regulations under the Exchange Act, of not more than one\npercent (1%) of the voting stock of any publicly held corporation shall not be a\nviolation of this Agreement. It is further expressly agreed that Parent or any\nsubsidiary thereof will or would suffer irreparable injury if Employee were to\ncompete with Parent or any subsidiary or affiliate of Parent in violation of\nthis Agreement and that Parent would by reason of such competition be entitled\nto injunctive relief in a court of appropriate jurisdiction, and Employee\nfurther consents and stipulates to the entry of such injunctive relief in such a\ncourt prohibiting Employee from competing with Parent or any subsidiary or\naffiliate of Parent in violation of this Agreement. Employee agrees that the\nterms of this paragraph shall not prevent Parent and\/or its subsidiaries from\npursuing any other available remedies for any breach or threatened breach\nthereof, including but not limited to the recovery of damages from Employee.\nEmployee and the Company further agree that the provisions of the covenants\ncontained in this Agreement are reasonable and necessary to protect the\nbusinesses of Parent and its subsidiaries because of Employee's access to\nConfidential Information and his material participation in the operation of such\nbusinesses.\n\n                (c) During the period that Employee is receiving payments under\nthis Agreement or for a period of 12 months following the termination of\nEmployee's employment if\n\n\n                                       6\n   7\n\nEmployee's employment is terminated for Cause or without Good Reason, Employee\nshall not, directly or indirectly, influence or attempt to influence suppliers\nof Parent or any of its subsidiaries or affiliates, to divert their business to\nany competitor of Parent or its subsidiaries.\n\n                (d) Employee recognizes that he will possess confidential\ninformation or trade secrets about other employees of Parent or any subsidiary\nthereof relating to their education, experience, skills, abilities, compensation\nand benefits, and interpersonal relationships with customers of Parent or any\nsubsidiary thereof (the \"Employee Information\"). Employee recognizes that the\nEmployee Information he will possess is not generally known, is of substantial\nvalue to Parent or any subsidiary thereof in developing its business and in\nsecuring and retaining customers, and will be acquired by him because of his\nbusiness position with the Company. Employee agrees that, during the period that\nEmployee is receiving payments under this Agreement or for a period of 12 months\nfollowing the termination of Employee's employment if Employee's employment is\nterminated for Cause or without Good Reason, Employee will not, directly or\nindirectly, solicit or recruit any employee of Parent or any subsidiary thereof\nfor the purpose of being employed by Employee or by any competitor of Parent or\nany subsidiary thereof on whose behalf he is acting as an agent, representative\nor employee and that he will not convey any Employee Information to any other\nperson.\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\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 Employee's\ndeath by filing a written beneficiary designation with the Company during\nEmployee's lifetime. Such beneficiary designation shall be in such form as may\nbe prescribed by the Company and may be amended from time to time or may be\nrevoked 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\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\ncontrary, in the event that there shall be a dispute among the parties arising\nout of or relating to this\n\n\n                                       7\n   8\n\nAgreement or the breach thereof, other than, at the option of the Company,\nSection 6, the parties agree that such dispute shall be resolved by final and\nbinding arbitration in New York, New York in accordance Commercial Arbitration\nRules then in effect of JAMS\/ENDISPUTE. Depositions may be taken and other\ndiscovery may be obtained during such arbitration proceedings to the same extent\nas authorized in civil judicial proceedings. Any award issued as a result of\nsuch arbitration shall be final and binding between the parties thereto, and\nshall be enforceable by any court having jurisdiction over the party against\nwhom enforcement is sought. The fees and expenses of such arbitration\n(including, but not limited to, reasonable attorneys' fees) or any action to\nenforce an arbitration award shall be paid by the party that does not prevail in\nsuch arbitration.\n\n            10. Attorneys' Fees. Should either party hereto or their successors\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\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 through its natural term or through any period for\nwhich severance is due pursuant to Section 5 hereof.\n\n            12. Miscellaneous. This Agreement shall also be subject to the\nfollowing miscellaneous considerations:\n\n                (a) Representations and Warranties.\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\n                                       8\n   9\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\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,\ninterpreted and the rights of the parties determined in accordance with the\ninternal laws of the State of Michigan 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\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 substantially all of the stock, assets or\nbusiness of the Company and this Agreement shall be binding upon and inure to\nthe benefit of such successors and assigns. The duties and covenants of Employee\nunder this Agreement, being personal, may not be delegated. Except as expressly\nprovided herein, Employee may not sell, transfer, assign, or pledge any of his\nrights or interests pursuant to this Agreement.\n\n                (e) No Abrogation. Any rights of Employee hereunder shall be in\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, demands\nand all other communications provided for in this Agreement shall be in writing\nand shall be deemed to have been duly given when personally delivered or one day\nafter delivery to an overnight air courier guaranteeing next day delivery,\naddressed as follows:\n\n\n                                       9\n   10\n\n               If to Employee:           G. Peter Molloy, Jr.\n\n                                         --------------------------\n\n                                         --------------------------\n\n               If to the Company:        drkoop.com, Inc.\n                                         225 Arizona Avenue, Suite 250\n                                         Santa Monica, CA 90401\n                                         Attention:  Board of Directors\n\n               With copies to:           Latham &amp; Watkins\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\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 of\nthe terms, covenants, or conditions hereof shall not be deemed a waiver of such\nterm, 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                (i) Employee's Acknowledgment. Employee acknowledges (i) that he\nhas 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\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\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\nrespective expenses incurred in connection with the preparation, negotiation,\nexecution and performance of\n\n\n                                       10\n   11\n\nthis Agreement; provided that, the Company shall pay up to $10,000 of the\nreasonable fees and expenses of counsel to Employee incurred with respect to\nthis Agreement.\n\n                            (Signature Page Follows)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       11\n   12\n\n            IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nas of the day and year first above written.\n\n                                             DRKOOP LIFECARE, INC.\n\n\n\n                                             By: \/s\/ RICHARD M. ROSENBLATT\n                                                --------------------------------\n                                                 Name: Richard M. Rosenblatt\n                                                 Title: Chief Executive Officer\n \n\n                                               EMPLOYEE\n\n\n                                                \/s\/ G. PETER MOLLOY, Jr.\n                                               ---------------------------------\n                                               G. Peter Molloy, Jr.\n\n\n\n\n\n\n\n\n\n\n                                       S-1\n\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-39077","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\/39077","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=39077"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39077"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39077"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39077"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}