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8, The information requested is relevant and necessary
for the preparation of Plaintiff's case and necessary in order to
scnedule the deposition of Defendant and hie employees.
WHEREFORE, Plaintiff requests that the Court schedule a
discovery conference and Order the Defendants to und!lrtake the
following I
(a) Produce the documents requested in Plaintiff's
first and second Request for Production of
Documents, and,
(b) establish a date, following Defendants' production
of ,the documents requested, for the following
witnesses' depositions I
(1) the corporate designee for Rehab Medicine
Associates,
(2) Jay Cho, M.D, , and,
(3) Paul Bonetti.
Rl-IOADS & SINON LLP
Dated I November 19,' ],997
By L t '-~ J
Dav d B,
One South Market quar
P.O. Box 1146
Harrisburg, PA 17108 -1146
(71'7) 233-5731
Attorneys for Plaintiff
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DEFINITIONS
1. Tho documents requested include any and all documents within
your custody, possession or control and the custody, possession or
control, including but not limited tOI letters, notes,
correspondence, films, transcripts, statements, notices, diary
entries, calendar entries, expense accounts, recorded recollections
and any other form of written notation, reports, financial
statements, tax returns, ledgers, receipts, financial records,
invoices, and receipts.
2. 'rhe term "Plaintiff" shall mean Roberta E. Griff, M.D.
3. The Term "Defendant" shall mean Rehab Medicine Associates,
P.c.
INSTRUCTIONS
1. The documents requested include Bny and all documents within
your custody, possession or control and the custody, possession or
control of all persons acting on your behalf or under your control.
2. These requests for documents are to be deemed continuing in
nature, and it is hereby requested that any newly discovered,
corrected or additional documents be supplied to the defendant as
soon as is reasonably pract.icable upon receipt thereof.
3. You are requested to list all documents for which you claim
any privilege in your response to this request for production and to
identify said documents and state the basis upon which the claim for
2 of 4
.
privil~ge is being made. The term "identify", unless clarified
herein, shall mean to set forth the following informationt (1) the
name of the originator, (2) the name of the rucipient, (3) the date,
(4) a brief description of the subject matter, (5) the identity of
any person or persons to whom the contents of the documents have
already been communicated, and (6) the identity of the person now in
,possession or control of the documents.
DOCUMEN'rS REOUESTEU
1. All bank statements of Defendant from August 1995 to
'present.
2. Daily bank deposit slips from August 8, 1995 to present.
3. Charge sheets for each visit for each patient Plaintiff has
seen from August 8, 1995 to present.
4. Charge sheets for each patient Plaintiff has seen in the
h~spitals from August 8, 1995 to present.
5. Record of all payments received by Plaintiff including
supporting documentation which identifies the amount of payment
received by Plaintiff for each patient from August 8, 1995 to
present.
6. Record of all bills submitted for payment to Defendant from
August 8, 1995 to present.
7. Defendant's tax returns for 1994 and 1995.
8. All financial statements of Defendant's prepared internally
or by an outside agency during the period August 8, 1995 to present.
3 of 4
1.2. OBJECTION. The Inlormatlon sought by this request Is not relovent to tho subject mUller
01 this ectlon. By way 01 lurther objection. compliance with this request would cause unreesonable
annoyence, burden and axpense to Delendants bV causing them to retrieve wd produce records where
there Is a more direct mean5 01 Plaintiff ascertaining the Inlormatlon that she requires,
3-5. To the extent that such documents exist, ere discoverable and In the cere. custody end
control 01 responding Defendants. or those ectlng on their beholl. the some will ba meae avellable et the
offices 01 the corporate Delendant lor Inspection end copying et a time convenient to counsel lor all
parties 01 record. the responsibility lor scheduling same to ba thet 01 Plaintiff's ettorney,
6. OBJECTION, The Inlormatlon sought by this request Is not relevant to the subject matter
01 this action. By way 01 lurther obJection. compliance with this request would cause unreasonable
ennoyance. burdan and expanse to Delendents by ceuslng them to retrieve end produce records where
there Is a more direct means 01 Plaintiff escertalnlng the Information that sha raqulres.
7, OBJECTION. The Information sought by this request Is not relevant to the subject matter
01 this action,
8. OBJECT/ON. The Information sought by this request Is not relevant to the subject matter
01 this action. By way 01 lurther objection. compliance with this request would cause unreasonable
ennoyance, burden and expense to Defendants by causing them to retrieve and produca racords where
there Is a mora direct means 01 Plelntlff Escertalning the Inlormation that she requires.
9, To the extent that such documents exist. are dlscovereble and In the cara, custody and
control 01 responding Defendants. or those acting on their behal'. the same will be made available at tho
offices of the corporete Delendant lor inspection and copying at a tima convanient to counsal lor all
parties 01 record. the responsibility lor scheduling same to be that 01 Plaintiff's attorney,
10, OBJECT/ON. The Inlormation sought by this raquest Is not relevent to tha subject matter
01 this action.
11. OBJECTION. The Inlormatlon sought by this request is not relevant to tha subJact matter
01 this action, By way 01 lurther objection. compliance with this request would cause unreasonable
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"
IIj
"
"
"
.'
"
"
,,,
"
2. That the Court award damag~s for the Plaintif.f'5
economic 105ses of Seventy-Five Thousand ($75,000.00) dollars plus
interest at ten (10\) p~rcent per annum.
3. That the Court award damages for the Plaintiff's lost
wages of Thirty-Two Thousand ($32,000.00) dollars attributable to
her termination by Rehab without notice.
4, That the Court order such relief as the Court deems
just and proper inoluding but not limitad to interest, oosts and
attorney's fees.
PRAYER FOR RELIEF
Roberta E. Ociff v. Jay cho. M.D.
WHEREFORE, the Plaintiff, Roberta E. Griff, M.D. respeotfully
~equests this Court to enter Judgment for the Plaintiff against
cho and prays for the following relief:
1. That the Court award compensatory damages of Fifty
Thousand ($50,000.00) dollars for the Plaintiff's mental
suffering, humiliation, indignity and mental anguish.
2. That the Court award damages for the Plaintiff's
economiQ losses of Seventy-Five Thousand ($75,000.00) dollars plus
interest at Ten (10\) percent per annum.
3. That the Court award damages for the Plaintiff's lost
wages of Thirty-Two Thousand ($32.000.00) dollars, attributable to
her termination by cho without notice.
9 of 11
~ ,1\ l-I It"'JI J t1
IKPLOYKIlNT AGUIlIONT
TRIa IIIPLOYKlHT ..)lJUIKIlNT ("Em loyment Agreement"), made and
entered into this ls"-- _day ot u .."'t- , 1994, ertective
AU9ust 9, 1994, by and between URAB DICINIl ABBOCIATIlB, P.O., a
Pennsylvania professional corporation, with its principal place ot
business at 5124 East Trindlo Road, Mechanicsburg (Hampden
Township), Cumberland County, Pennsylvania, hereinatter called
"RMA" and Roberta E. Gritt, M.D., licensed physician residing at
1545 Appletree Road, Harrisburg, FA 17UO, hereinatter called
"Physician."
BAOKGROUND
1. Physician desires to be employed by RMA to provide
administrative and protessional medical services to patients in the
specialty ot Physiatry.
2. RMA deems it in RMA's best interest, and for the benefit ot
its patients, to employ Physician to provide administrative and
protessional medical services.
3. Physician desires to be employed by RMA and to provide the
administrative and professional medical services in accordance with
the terms and conditions hereinafter set forth.
4. physician is qualified by virtue of background, training,
education and experience to perform the administrative and
professional medical services (Physiatry) required by RMA.
IN WITNBSS WHBRBOP, RMA and Physician, each intending to be
legally bound, agree as folloWSI
1. Background. The background set forth above is incorporated
herein by reference.
2. IImployment. RMA hereby employs Physician, as a professional
employee, on a part-time basis, 30 hours per week minimum, to
provide administrative and professional medical (Physiatry)
services hereinafter provided and Physician hereby accepts said
employment under and subject to terms and conditions hereinafter
prov ided.
3. Term. The term of this Employment Agreement shall commence on
August 9, 1994 and shall continue through August 8, 1995. RMA and
Physician shall each have the right to terminate this employment
Agreement as provided in Paragraph 10 hereof.
- 1 -
4. Renewal. If RMA or Physician desiros to oxtllnd the term of
this Employment Agreement then RMA or Physician shall give written
notice to the other on or before April 9, 1995 that the party
giving the notice desires to enter into negotiations for the
purpose of extending the term of this Employment Agreement. If the
party receiving the notice desires to enter into negotiations then
RMA and Physician shall proceed with negotiations and shall
conclude those negotiations by not later than May 9, 1995. If RMA
and physician r.each mutually agreeable terms and conditions to
extend the term of this Employment Agreement then RMA and Physician
shall enter into an addendum to this Employment Agreement setting
forth the terms and conditions thereof which said addendum shall be
signed prior to June 9, 1995 (to be effective August 9, 1995). If
additional extensions of this Employment Agreement are desired by
RMA or Physician then RMA or Physician shall provide written notice
to the other prior to April 9th of each calendar year in which the
then current term expires. In the event that RMA and Physician are
unable to reach mutually agreeable terms and conditions upon which
this Employment Agreement is to be extended then this Employment
Agreement shall terminate as her.ein provided or as provided by any
subsequent addendum to this Employment Agreement. Nothing herein
contained shall be constr.ued to restrict, in any way, either RMA's
or Physician's right of termination as set forth in Paragraph 10
hereof.
5. Qualitications. As II condition of employment and as a condition
of continued employment Physician shall through the term (and any
extension of the term) of this Employment Agreement.
A. Medical
1 icensed to
Pennsylvania
limitation,
programs.
License. Physician shall be and at times remain
practice medicine in the Commonwealth of
without restriction and qualified, without
to participate in the Medicare and Medicaid
B. Medical Statt privileges. Physician shall obtain and
maintain membership in good standing of the medical staff of
hospitals as RMA shall reasonably direct from time to time.
C. Clinical Skills. Physician shall demonstrate clinical
skills and knowledge as a Physiatrist to include required
techniques and procedures.
6. Dutie. and Responsibilities ot Physician. RMA employs
Physician and Physician accepts employment with RMA, as a
professional employee, who will render administrative and
professional medical service to patients in the specialty of
Physiatry, at various hospitals, clinics, offices and institutions
served by RMA. Assignments of Physician to the various places of
employment shall be made by RMA in accordance with general policies
as may be adopted from time to time by RMA. RMA reserves the right
to assign and change any assignment of Physician at such location
and to such duties as may be necessary or advisable from time to
- 2 -
time. Physician's primary responsibility pursuant to this
Employmsnt Agreement shall be to provide profeBllional medical
services to patients in the specialty of Physiatry. Physician's
duties shall include, but not limited to, keeping and maintaining
(or causing to be kept and maintained) all necessary records
rslating to all administrative and professional medical services
rendered by Physician under this Employment Agreement and
preparing, in connection with those services, all necessary
reports, claims and correspondencer all of these records, claims
and correspondence shall be and remain the property of RMA.
Physician shall participate in continuing medical education
required to maintain Physician'S license. Physician shall perform
such other reasonable professional duties as may be assigned, from
time to time, by RMA. J.~~11'1iFl'3 "''''Qkd6Y 01. call S1.IUQIi Physician
shall not be otherwise employed and shall devote her time,
knowledge, skill and efforts for the advancement of the interests
of RMA. To this end, Physician shall be responsible for the
development, implementation, and coordination of pediatric
rehabilitation services for RMA.
()t J1j fy
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7. compensation and Benefits.
A. Physician compensation. For all administrative and
professional medical services rendered by Physician under this
Employment Agreement, RMA shall pay Physician an annual salary
of sixty Five Thousand ($65,000.00) Dollars, which said annual
salary shall be paid every two (2) weeks in the amount of Two
Thousand Five Hundred ($2500.00) subject to statutory
withholdings. In addition, during the term of employment by
RMA, in which Physician provides administrative and
prOfessional medical services, Physician will be eligible for
an incentive bonus, which will be computed on a monthly basis
and paid quarterly to Physician. The incentive bonus will be
paid at the rate of 25\ of (total cash revenue generated by
Physician less One Hundred Thirty Thousand ($130,000.00
dollars). It is a condition of this Employment Agreement that
gross revenues generated by Physician for administrative and
professional medical services provided by Physician pursuant
to this Employment Agreement shall be the property of RMA.
B. Benefits. Physician shall receive the following
benefits:'
(1) Medical Insurance. RMA shall provide to Physician family
coverage under RMA's current Blue Cross/Blue Shield health and
dental insurance. RMA reserves the right to modify the
medical insurance coverage during the term of this Employment
Agreement provided, however, that Physician shall receive the
same medical coverage as other professional employees of RMA.
(2) Vacation. Two (2) weeks of paid vacation during the term
of this Employment Agreement.
~/1 (02.) (<L) fI.M:-!-,J"d,f2 <->7<<';01 (t::"v.~ ,-f {~i),\M"-L '~, 6~ ;::.~~j ('I f~l~ ,j,.'f
~.l r,~'t f'-' d,,-/,!_,,)~f '/<.......) _ "Idl< wl',1t1.J'. ,....:Yi;:'d, lE">-'-- -;.. . 12M rr....,J..k
r<. ~("'~11'1 ~ Mr~a~-I^--r d .1.J..(J- Cd"-''''-''t'- -frv ?^';''''6-A>- "..::r~
...1 r~"Io""d.! rf,....,; .
(3) continuinq Medical Bduoation. Physician is entitled to
two (2) weeks absence during the term of this Employment
Agreement tor continuing medical education. Physician's
expenditure tor attending meetings or conferences related to
Physician's continuing medical education, as previously
approved by RMA, shall be paid by RMA up to a maximum ot Two
Thousand ($2,000.00) Dollars during the term of this
Employment Agreement. Physician shall be required to submit
accurate records and other documentary evidence required by
regulations issued by the taxing authority for substantiation
of those expenditures.
(4) prote.sional Dues. RMA shall pay for. dues for the
Academy of Physical Medicine, American Medical Society and
local medical society membership.
(5) protessional Liability Insuranoe. RMA shall provide
prOfessional liabil i ty insurance through RMA's professional
liability insurance carrier for Physician during the term of
this Employment Agreement, at RMA' s expense, in form and
amount not less than those required by the Healthcare
Malpractice Act, as amended, and by all other applicable
Pennsylvania "nd United States insurance laws and regulations.
Said professional liability insurance shall be on a "claims
made" basis. Upon the expiration or sooner termination of
this Employment Agreement, RMA shall, as RMA' s expense,
provide "tail coverage" for protection of RMA and Physician.
(6) Workers' Compensation. RMA shall, during the term of
this Employment Agreement, provide workers' compensation for
Physician in accordance with the applicable Workers'
Compensation Act, as the same may be amended from time to
time.
(7) Sooial Seourity and Unemployment. RMA shall, at RMA's
expense, directly pay employer's contribution for Physician in
accordance with the applicable Federal and State laws during
the term of this Employment Agreement.
(8) Pension - 401K Profit Sharing Plan. Physician will be
eligible following the completion of 12 months service
(with a minimum of 1000 hours worked in each ca lendar
year) . Yearly contribution is based on percentage of
annual salar.y and is approved annually by Corporate
officers. currently, there exists seven (7) investment
options which will be furnished at the time of
enrollment. The administrative costs of this profit
Sharing plan will be absorbed by Rehab Medicine
Associates, all other charges will be the responsibility
ot the Physician. After enrollment and eligibility
requirements are met, rolloverfl from other qualified
plans are accepted into this plan.
- 4 -
I. .... and 81111nq.
A. ..... All fees and charges for administrative and
prof...ional medical services provided by Physioi~n shall be
consistent with the schedule of fees and charges adopted by
RMA.
D. 81111ng and Colleat1on. RMA shall bill for all
administrative and professional medical services performed by
Physician pursuant to this Employment Agreement. In the event
regulatory or third party payment programs require
administrative and professional medical services performed by
Physician pursuant to this Employment Agreement to be billed
in the name ot or on behalf of Physician, Physician hereby
designates, authorizes and appoints RMA as Physician'S agent
and grants RMA the power of attorney to bill on behalf of
Physician for all administrative and professional medical
services performed by Physician pursuant to this Employment
Agreement.
t. M.diaal and Financial a.cords. Medical and financial records
pertaining to patients treated by Physician, inClUding, but not
limited to, charges, x-ray films, case histories, medical reports,
fees, billings and payment of fees shall remain the property of
RMA.
10. T.rm1nation. This Employment AgrG~ment may b~
terminated prior to the expiration of the term, under the following
circumstances and in accordance with the fOllowing conditions:
A. T.rmination with Caula. This Employment Agreement may be
terminated upon three (3) calendar days' written notice by RMA to
Physician upon the occurrence of one or more of the following
events:
(1) Physician is not appointed as a medical staff member in
any hospital which RMA requests Physician to seek medical
staff membership or if Physician is appointed to such
medical staff and Physician fails to be reappointed to that
hospital's medical staff.
(2) In the event that Physician fails to maintain, without
restrictions, Physician's license to practice medicine in the
Commonwealth of pennsylvania.
(3) If Physician is no longer qualified, without limitation,
to participate in the Medicare program or Medicaid program.
(4) In the event that Physician is unable to qualify for
RMA's professional liability insurance.
8. T.rmination Without Cau... RMA shall have the right to
terminate this Employment Agreement without cause upon one hundred
- 5 -
twenty (120) calendar days' prior written notice to Physician.
Physician shall have the right to terminate this Employment
Agreement without cause upon one hundred twenty (120) calendar days
prior written notice to RMA. In the event that RMA shall elect to
terminate this Employment Agreement, without cause, pursuant to
this Paragraph lQ-B, RMA shall provide Physician with compensation
and benefits as provided in this Employment Agreement.
C. Suspension of Duty/Termination without Causs. RMA shall have
the right in the event that RMA shall exercise its right to
terminate this Employment Agreement without cause to suspend
Physician and Physician shall not during the one hundred twenty
(120) calendar day notice period provide administrative or
professional medical services to patients or otherwise. RMA shall,
during the suspension period, pay Physician all compensati~n due
hereunder and provide all benefits. In the event that RMA shall
elect to suspend Physician, as herein provided, Physician shall
have the right, upon five (5) caiendar days' prior written notice,
to terminate this Employment Agreement whereupon all compensation
and other benefits payable to Physician shall terminate.
D. Termination - Disability. In the event that Physician is
unable to fully perform Physician's administrative and professional
medical service required pursuant to this Employment Agreement as
a result of illness, injury, physical impairment, or otherwise for
a period of two (2) consecutive calendar months then RMA may, at
the end of said two (2) calendar month period, give Physician two
(2) calendar months' notice of termination whereupon this
Employment Agreement shall, upon the expiration of the two (2)
calendar month notice period, bA terminated.
B. Termination - ~eath. This Employment Agreement shall be
immediately terminated upon the death of Physician.
11. Confidentiality - Parents' Medical Records. Physician shall
not reveal contents of patients' medical records to any third party
without patient's consent, except as necessary to provide
administrative and professional medical services under this
Employment Agreement or as rAquired by federal or state law.
12. proprietary Information. Except as required by law or
regulation or to provide continuing professional medical services
to a patient, Physician recognizes that Physician may have access
to certain proprietary information, inclUding, but not limited to,
RMA plans, fiscal informatement, procedures and practice, clinical
operations and discussions and actions of RMA. Physician
acknowledges that the information constitutes the valuable and
unique property of RMA and agrees not to disclose such information
for a period of three (3) years after the expiration or termination
of this Employment Agreement.
- , -
u. riDaDoialobliqatioD. Physician shall not incur any Unancial
obligations on behalf of RMA without th. prior written approval of
RMA.
14. NOD-co.peti tioD. Physi" ian covenants, promises and agrees
that Physician will not practicQ medicine, including, but not
limited to, Physiatry, from a principal office location or hospital
lor:ation within a fifteen (15) mile radius of RMA's principal
office (5124 East Trindle Road, Mechanicsburg (Hampden Township),
Cumberland County, Pennsylvania), or within a fifteen (15) mile
radius of any other office or hospital location of RMA
(specifically including, but not limited to, Chambersbul."g Hospital
and Chambersburg office location) for a period of six (6) calendar
months following the date of termination of this Employment
Agreement without the prior written consent of RMA. Physician
acknowledges, by the execution of this Employment Agreement, that
this non-competition covenant by Physician in favor of RMA is an
inducement to RMA to enter into this Employment Agt'eement and
because of the opportunities available to Physician, as a result of
Physician's medical practice, to cause RMA patients to become
Physician's patient upon the terMination of this Employment
Agreement that this non-competition covenant is essential to RMA.
Physician acknowledges, by the execution of this Employment
Agreement, that pecuniary damages may not be adequate to compensate
RMA in the event that Physician shall elect to violate the
provisions of this Paragraph 14 and that RMA may seek injunctive
relief to prohibit Physician from violating or continuing to
violate this non-competition covenant.
15. Relationship. Physician shall be a professional employee of
RMA and RMA shall be Physician's employer.
16. Assiqnment. Neither Physician nor RMA ~hall assign any
of their rights or obligations under this Employment Agreement.
17. Entire Agreement. This Employment Agreement constitutes the
entire understanding between RMA and Physician and shall supersede
any previous agreements, whether written or oral.
18. Amendments. All amendments to this Employment Agreement,
specifically including, but not limited to, extensions of the torm
and changes ill Physician compensation, shall be in writi"g and
shall be signed by both parties. This Employment Agreement
shall not be amended, altered or modified except in writing
signed by RMA and Physician as herein provided. No waiver of
rights or remedies hereunder shall be effective unless in writing
signed by the party charged with the waiver.
19. Governing Law. This Employment Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania.
- 7, -
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.t."J'JPI I tI
, 'UBCOftMc~ lOUIlIIIQI't
r:
I
'1'8X8 llIu....v..A.....aT aaUIOIl'l' ("Subcontract A9raamentll), mllde and
enhrad into this day of , 199B afhctive
AUgudt 9, 1995 by and between UBAB KBDICIKI A88OCXATI8, '.c., a
Pannsylvania profassional corporation, with its principal place of
busilla.s At !l1:34 Ea.t 'l'rincUa Road, Keohanic8burq (Hampden
Town.hip), CUmberland County, Pennsylvania, hereinafter callsd
"RMA'l and Robert. E. Gritf, H.D~, licens.d physician re.J.dinq at
l!145,Appletree Road, Harrisburg, PA 17110, hereinafter callad
"Physician. II
BACKOROUllD
L :Physicilln, desire. to be aubcontl'acted by RMA to provide
administrative and pl.'Qtessional med teal uervices te patients in th"
spec~alty or Phy.iatry.
Z. RMA deems it in RMA'a baat interest, and for the benefit of
its patients, to subcontract Physician to provide administrative
and pro!eaaienal medical services.
3. Phraici15n deB ires to be subcontracted by RMJ\ and to prov id18
the o1.dm nistrative and professional medical eervicflB in accok"dance
with the terms and conditions hereinafter Bet forth.
4. ;l'tIyaician b qualified by virtue of background, trai.ning,
" education a'nd experience to perfol'1ll the adlllinistrative and
'~ prOf:SSional medical ..rvices (Physiatry) required by RMA.
~ IN WITNESS WKBIUIOJ', RHA and Physician, each intending to be
legally bound, agree as Collows:
(1 'B.gk~roun4.~ 'l'ho bacKground s.t forth above is incorporated
h re~n by referenca. '
.
:z, iSUbClontraot. RMA "hereby aubcclntraClts Phyaician, as a
bcontract.d protessional, on a part-time basis, with hours
tually agreed upon' and scheduled with 1lMA, to provide
dministrative and professional madical (Phyeiatry) servioes
ere1nafter provided and PhYBicia~ hereby accepts said Agreement
nder and subject to terms and conditions hereinafter provided.
I
.' .Tera. The term ot this Subcontract Agreement shall commence
n August 9, 199!1 and ahall continue through Auquot 8, 1996. RMA
n :Physician .hall aach have tha right to terminate this
contract Agreement as provided in Paragraph 10 hereof.
- 1 -
4. aene.al. It RHA or Physician desire. to exten4 the torm of
this 'Subcontnat A9reelllent then RMA or physiaian shall give vritten
1I0t1<<e to the other on or before April 9, 1996 that the party
givi/I'iI the notice desires to enter into negotiations far the
purpose of Q~tending the term of this subcontraot Agreement. If
the party receivinq the notice desir.s to enter into negotiations
then RMA and Physician shall proceed with negotiations and 8hall
conclude those negotiation$ by not later than May g, 1996. If RMA
and Physician reach lDutUlllly agreeable terms and oonditions to
extend the term of this Subcontract AgreelDllnt then RMA and
Physician shall enter into an addenllwn to this Subcontract
Agreement slitting forth the tenl and con4it1ona thGrIlof which said
ad4endwn shall be signed prior to June 9, 1996 (to be effective
August 9, 1996). If additional extensions of this Subcontract
Agreement are desired by RMA or Physioian then RMA or Physician
shall provide written notice to the other prior to April 9th of
each, calendar year in which the then current term expirElB. In the
evont that RMA and Physician an unable to reach mutually aqreeablll
termu and conditions UpOll which this Subcontract Agreement is to be
extended then this subcontract Agreement shall terminate as herein
provided or as provided by any subsequent addendum to this
Subcontract Agreement. Nothing herein contained shall be construed
to restrict, in any way, II1ther RMA'II or Phyaician'. right of
te~~nation as set forth in Paragraph 10 hereof.
.
5. Q~a11fic.tions. As a condition of this Subcontraot Agreement
and ns a condition of continuation of this Subcontract Agreement,
Physician shall through the tot'1ll (and any extension of the term) of
this, subcontract Agreement.
.A. Hediael Lioense. Physician shall be and at all times
remain licensed to practice medIcine in the COlIIIDonweal th of
PennsYlvania without rastriction and qualified, without
limitation, to participate in the Medicare and Medicaid
programs. The cost of maintaining said license shall be the
responsibility of the Physician.
n. He4iClal Staff privillqe.. Physician shall obtain and
maintain membership in good standing ot the medical staff of
hOllpita18 as RMA ahall reasonably direct from tiJlle to time.
The cost of obtaining and maintaining medical lltaff privileges
shall be the responsibility of the Physician.
c. Clinioal Skille. Phyaioian shall demonstrate c11nical
skills and knowledge dl a Phyuiatriat to include requ1red
techniques and procedures.
6. Dutie. an4 RespODlIibiliti.. of Physioian. RMA subcontracts
Physician and Physician accepts subcontract with RHA, as a
professional, who vill render administrative and protesaional
med~cal IUrvice to patients in the specialty of PhYliliatry, at
various hospitals, clinics, offices and institutions
served by RMA.
- 2 -
~., '
, "
"
,
Assignments of Physioian to the various'places ~hal1 be made by'RHA
111 ac::oordllnce with CjJenenl policies IUS IllIlY be adopted from time to
tim.by aHA. RMA reserve. the right to a9sign and change any
assignment of physician at such location and to such duties as mllY
be necessary or advisable from time to tine. Physician's primary
responsibility pursuant to this Subcontract Agreement shall be to
provide professional medical servicos to patients in the Hpecialty
of Physiatry" Physician'a duties shall include, but not limited
to, keeping and maintaining (or causing to be kept and maintained)
all nocossary recorda relating to all administrative and
profess ional modical services rendered by Phys ician under t.his
Subcontract Aqreelllent and prllpar ing, in connection with those
services, all neco~sary reports, claims and correspondence; all of
these records, claims and correspondence shall be and remain the
property of, RMA. Physician \Shall r,ar-t.icipate in continuing medical
educ"tion re'iuired to maintain l'hysicilln'15 licollnae" Phys ici~n
shall perform such other reasonable professional duties liS may be
1Il11si<,)ned, frolll time to time, by RMA. !'PhYSician lihall not be
other~ise ~mployed and shall devote her ~ mG, know~.dge, skill and
eft'or-~f01l".."C:hl! advancement of the inter-sets otRMl\ J '1'0 this end,
Physioian Bhall be responsible for the development, iiftplllmentation,
and coordination of pediatric rehabilitation Ber-vices for RHA.
7. compensation and nenefits.
A. Physician compensation. For all administrative and
: professional medica 1. services r-endered by PhrlSician under t.his
Subcontl"act Agreement, RMA shall pay Phys dan every month
based upon the percentage of revenues collected, whiCh are
generated by Physician for adminilStrative._and .tl4.of'!llS~al
m41dical services, as outlined on Schedule A....1, It is.........
condi tion ot' this Subcontract, Agreement that gross revenues
generated by Physician for administrati vo IInd protession/.ll
medical seI'vices provided by Physician pursuant to tt
subcontract Agreement shall be the property of RHA_\ ~~
~ &..~
2. Benefits. Physician shall receive no benefits, nor
accumulate any benetits under this subcontract
Agreement.
at Physician'S expense,
family coverage) and
8.
(1) Physician may purchase from RMA,
Medioal Insurance (indiVidual or
Protessional Liability Insurance.
Fees and Billin9.
A. F.es. All fees and charges for administrative and
professional medical services provided by Physician shall be
consistent with the schedule of fees and oharges adopted by
RMA.
- 3 -
~'..""""
. .\1'.: ~'I' i!
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'.,
8. '111~D9 an4 Collection. RMA shall bill~ll
a~ini.trative and professional ..dioai servicee ertormed by
phyeioian pursullnt to this subcontract AgreelDent In the
""ent re9\llatory or third party payment prOC]rllms require
adminilltrative and profes.iollal lDe4ioal servioes performelS by
Physician pursuant to this subcontract AgreelDent to be billed
in the nBme of or on bshalf of Pbysioian, Physician hereby
designates, authorizes and appoints RMA as Physician'. agent
and grants RKA the power at attorney to bill on behalf of
Physician for all administrative and professional medioal
lIervices perfol"Illod by Physician purlluant to thie SUbcontract
Aqreement.
t. Ke4ioal and rinanoial Records. Medical and financial record.
pertaininq to patients treated by Physioian, includinq, but not
limited to, charge., x-ray film~, case historie., medioal reports,
tees, billings and paymen~ of faee shall, remain the proPl!rt;v ot
10. 'Termination. This Subcontract Agreement may be .~. ~
terminated prior to the sxpiration of the term, under the followlnq
circulDstance. and in accordance with the tollowinq conditions I
A. Termination with cause. Thi. Subcontract Agreement may be
terminated upon threll (3) calendar days' written notice by RMA to
,Physician upon the occurrence at one or more ot the following
event II I
(1) Physician is not appointed as a msdical staff member in
any hospital which RMA requeets Physician to seek lDedioal
staff membership or if Physician is appointed to such
lDedical staff and Physician fails to be reappointed to that
hospital's medical staff.
(2) In the event that Physician fails to maintain, without
rest'rictions, Physician'S license to practice medicine in the
Commonwealth of Penn~ylvania.
(3) If~Physici8n i~ no longer qualified, without limitation,
to participate in the Medicare program or Medicaid program.
(4) In the event that Physician is unable to quality for
RMA'srprofassionalliability ins~rance.
(~--ror~ rl1o.uns ~~ ~(~. ,..)-...-
B. Teraination without cause. RMA shall have the right to
terllLinate this Subcontract Agreement without cause upon one hundred
twenty (120) calendar days' prior written notice 'to Physician.
l'hyslcian shall have the right to teminate this Subcontract
Agreement without cause upon one hundred twenty (120) calendar days
prior written notice to RMA. In the event that RMA shall elect to
terminate this Subcontract Agreement, without cause, pursuant to
this Paragraph 10-B, RMA shall provide Physician w~th compensation
, as provided in this Subcontract Agreement.
- 4 -
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C. IU.pelldoD of. DutJ/'l'.raiDaUoll Wltllout Call... RMA ehall have
the rl..qht in the Ilvent that RMA .hall exercise it. riqht to
terminate th1e Subcontraot AlJreement without ~ause to auspend
Physician and Phyaiclan ahall not during the one hundred twenty
(120) calendar day notice period provide auministrative or
protessional medical services to patiento or otherwloe. RHA shall,
during the aUlpension period, pay Phyaician all co~pensation due
hereunder. It. the event that RHA IIhall elect to Buspend PhyBioian,
aa herein provided, Phyolclan ohall have the riqht, upon five (5)
calendar days' prior written notice, to terminate this Subcontract
Allreenu,nt whenm,.., all coropenaation payable to PhYlliohn ehe-l-l
terminate-. .
D. Teralnation - Dia&bility. In the ev~nt that Phyaician io
l.lnable to fully perform Physician's adlllinilltrative and profc3ssional
medical service required pursuant to thia Subcontract Agreement .a
a reeult of illness, injury, physical i~pairment, or otherwise tor
a period at two (2) consecutive calendar monthe then RMA may, at
the end of said two (2) calendar month period, give Physician two
(2) calendar months' notice of termination whereupon this
s~hcontract ^9reement shall, upon the expiration or the two (3)
calendar month notice period, be terminated.
I. Termination - Death. This Subcontract A9reement shall be
immediately terminated upon the death or Physician.
11. conri4entiality ~ par.nte' He4ioal Recordll. Physician shall
not reveal contents of patients I medioal records to any third party
without patient's consent, except all necessary to provide
administrative and professional medical services under this
Employment Agreement or as required by federal or state law.
12. Proprietary Inrormation. Except as required by law or
regulation or to provide continuing professional medical services
to a patient, Physician recognizes that PhYSician may have access
to certain proprietary information, including, but not limited to,
RMA plans, tiBcal intormatelDent, procedures and praotice, clinical
operations and discussions and actions of RMA. Physician
acknowledqes_ that the information constitutea the vall.lable and
unique property of RHA and agrees not to disclose euch information
tor II period of three (3) years after the expiration cr termination
of this Subcontract AgreelDent.
13. Finanoial Obligation. Physician shall not incur any financial
obligations on behalf ot RMA without the prior written approval of
lUlA.
, 14. Non-COlIlpetition. Physician covenants, promises and '~~
that Phynician will not practice Dledicine, inclUding, but no
limited to, Phralatry, from a principal office location or hoepita!
location with n a fifteen (15) mile radius of RMA's principal
office (5124 East Trindle Road, Kechanicsbu~g (Hampden Township),
- 5 -
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ClIl11berland, County, .PennsYlvania) I Ot:" within a fithen (15) IiUe
radius of any other ottice or hospital location ot RMA
(speoifibally inoluding, but not limited to, Challlbersburg Hospital
and Chambers burg office looation) tor a period ot six (~) oalendar
monthlt following the date of tOX"lllination ot this Subcontract
Agreement without th" prior written con..nt at RMA. Phydcian
acknowledges, by the execution of this Subcontract Agreement, that
this non-competition covenant by Physician in tavor ot aHA i. an
inducement to RMA to enter into this Subcontraot Aqreement and
because ot the opportunities available to Physician, a. III result ot
Physician's lIledioal practice, to caUse RMA patients to become
Physician'. patient upon the termination of this Subcontraot
Agreement that this non-competition covenant io ..sential to RMA.
Physician acknowledges, by the eXecution ot this Subcontract
Agreement, that pecuniary damages may not be adalJ'.late to compen.ate
RMA in the event that Phydcian shall elect to violate the
provisions of this Paragraph 14 and that RHA may seek injunctive
relief to prohibit Physician trom violating or continUing to
Vi~ate this non-competition covenant.
J.5. Rel.tionabip. Physician shall be a subcontracted proteaaional
by RMA. RMA shall be Physician's subcontractor.
11. Aseignment. Neither Phyaician nor RKA shall a..iqn any
of their rights or obliqations under this SUbcontract Agreement.
17. Bntire Agreement. This Subcontract Agreement constitutes the
entire understanding between RHA and Physician and shall supersede
any previous agreements, whether writton or oral.
18. JUaen4lllents. All amendmsnts to this Subcontract Agreement,
specitically inclUding, but not limited to, extensions ot the term
and changes in Physician compensation, shall be in writing and
shall be aigned by both parties. This Subcontract Agreement
shall not be amended, altered or moditt.d except in writing
signed by RMA and Physician as herein provided. No w!liver of
right. or remedies hereunder shall be ettective unless in writing
signed by the party charged with the waiver.
u. Clovenilfq I.av. Thio Subcontract Agreement Shall be governed
by and construed in accordance with the laws of the Commonwealth ot
Pennsylvania.
20. Notioes. Any notice required or permitted to be given under
this Subcontract Agreement shall be sutticient if written and hand
delivered or sent by registered mail, r4turn receipt requested as
~ollows :
If to RMA:
Rehab Medicine ASSOCiates, P.c.
ATTN: Jay J. Cho, M.D., President
5124 Ealtt Tr1ndle Road
Mechanicsburg, PA 17055
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::~:~~:.~o~~.~~~~i~~n ~~~~:n~:y: ~~ R:~::m:ll.ct.d
$10,000 or more 70'
$9,500 - $9,999 6U
$9,000 - $9,499 661l
$8,500 - $8,999 641l
$8,000 $a,499 62'
$7,500 $7,999 60'
$7,000 $7,499 5U
, $6,500 - $6,999 56'
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$6,000 - $6,499 154'
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$5,500 - $5,999 52t
Less than $5,500 150' ! ,
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burden and expense to Defendants by causing them to retrieve and produce records where there Is a more
direct means of Plaintiff ascertaining Ihe Information Ihal she requests, If Ills relevant.
2, To the extenl Ihat such documents exlsl, are discoverable and In the care, custody and
control of responding Defendanls, or those acllng on their behalf, the same will be made available at the
offices of Ihe corporate Defendanl for Inspection and copying at a time convenient to counsel for all parties
of record, the responsibility for scheduling same to be that of Plaintiff's attorney,
3, Objection, The Information sought by this request Is not relevant to Ihe subject matter of this
action except as it pertains to Plaintiff's compensation for the years 1995 and 1996 which will be supplied
pursuant to paragraph 2 above,
4, Object/on, The information sought by this request Is not relevant to the subject matter of this
action except as It pertains to Plaintiffs compensation for the years 1995 and 1096 which will be supplied
pursuant to paragraph 2 above,
5, To the extent that such documents exist, are discoverable and In the care, custody and
control of responding Defendants, or those acting on their behalf, Ihe same will be made available at the
offices of the corporate Defendant for Inspecllon and copying at a time convenient to counsel for all parties
of record, the responsibility for scheduling same to be that of Plaintiff's attorney.
6, To the extent that such documents exist, are discoverable and In Ihe care, custody and
control of responding Defendants, or Ihose acting on their behalf, Ihe same will be made available at Ihe
offices of the corporate Defendant for inspection and copying at a time convenient 10 counsel for all parties
of record, Ihe responsibility for scheduling same to be that of Plaintiff's attorney,
7. All documents Identified or supplied through the discovery process may be used, Introduced
or relied upon at the time of trial, the exact designation of which has not yet been determined.
8, To the extent that such documents exist, are discoverable and In Ihe care, custody and
control of responding Defendants, are those acllng on their behalf, the same will be made available at the
offices of the corporate Defendant for Inspection and copying at a time convenlenl to counsel for all parties
of record, the responsibility for scheduling same to be that of Plalnlllfs attorney,
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CERTIFICATE OF SERVICE
AND NOW, thll 3'" dlY of July, '886, the underllgnld doel hereby certlly thlt he did thll dete
serve e copy of the foregoing Prellmlnery Objectlonl upcn the othlr plrtles of reoord by ceuslng lime to
be deposited In the United Stetee Mell, first cless postege prepaid, at Lemoyne, PenneVlvenle, eddreesed
el follows:
Stephenle R. arlff, Esquire
Summers Lew Office
P.O. Box 332
Norfolk, MA 020156
JOHNSON, DUFFIE, STEWART & WEIDNER
"V' f~'!.:. fI;/~
(11) Rehab withheld taxe~ before distributing the check to
Plaintiff .
(12)
by Rehab.
On or about Augu~t 8, 1995, a new contract was drafted
(See Exhibit B).
(13) The August 8, 1995 contract was negotiated between Cho
and Plaintiff.
(14) The contract of August 8, 1995 defined Plaintiff as an
independent oontraotor.
(15) The oontract of August 8, 1995 (hereinafter "new
oontract") compensated Plaintiff according to her productivity.
(16) Plaintiff has worked continuously for Rehab beginning on
or about August 9, 1994 to June 26, 1996.
(17) Plaintiff did not receive compensation from Rehab from
inception of the new contract to February 7, 1996.
(18) The February 7, 1996 check was' in the amount of One
Thousand Five Hundred ($1,500.00) dollars.
(19) Plaintiff has received approximately Twenty-One Thousand
($21,000.00) dollars from Rehab from August 8, 1995 to June 26,
1996.
(20) Rehab admitted that Plaintiff's compensation of Twenty-
One Thousand ($21,000.00) did not constitute her total
compensation. (See Exhibit C.)
, 3 of 10
PRAYER FOR RELIEF
Roberta Eo Griff v. Rehab Medicine Aasociates. P.C.
WHEREFORE, the Plaintiff, Roberto E. Griff, M.D., re~pectfully
requests this Court to enter Judgment for the Plaintiff against
Rehab and prays for the followl.ng reliefl
1. That the Court award compenlSatory damages of Fifty
Thousand ($50,000.00) dollars for the Plaintiff's mental
suffering, humiliation, indignity and mental allguillh.
2. That the Court award riamages for the Plaintiff's
economio losses of Seventy-Five Thousand ($75,000.00) dollars plus
interest at ten (10\) percent per annum.
3. That the Court award damage/3 for the Plaintiff's lost
wages of Thirty-Two Thousand ($32,000.00) dollars attributable to
her termination by Rehab without notice.
4. That the Court order such rei ief as the Court deems
just and proper including but not limited to interest, costs and
attorney's fees.
PRAYER FOR RELIEF
Roberta E. Griff v. Jay cho. M.D.
WHEREFORE, the Plaintiff, Roberto E. Griff, M.D. respectfully
requests this Court to enter Judgment for the Plaintiff against
Cho and prays for the following relief:
8 of 10
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INI'UlYKlIIl'1' AORlIKlIl'1'
911 IIII'UlYXIIl'1' ...!.GRlIKlIl'1' ("Em oyment Agreement"), made IInd
entered into this ~~dllY of ~'t, 1994, effective
August 9, 1994, by and between RlBAB DICINI A880CIATI8, I',C" II
Pennsylvania professional corporation, with its principal place of
business at 5124 East Trindle Road, Mechanicsburg (Hampden
Township), Cumberland county, Pennsylvania, hereinafter called
"RMA" and Roberta E. Griff, M.D., licensed physician residing at
1545 Appletree Road, Harrisburg, PA 17110, hereinafter called
"Physician. "
BACItOROIIHD
1. Physician desires to be employed by RMA to provide
administrative and professional medical services to patients in the
specialty of Physiatry.
2. RHA deems it in RMA's best interest, and for the benefit ot
its patients, to employ Physician to provide administrative and
prOfessional medical services.
3. Physician desires to be employed by RMA and to provide the
administrative and prOfessional medical services in accordance with
the terms and conditions here ina fter set forth.
4. Physician is qualified by virtue of background, training,
education and experience to perform the administrative and
professional medical services (Physiatry) required by RMA.
IN WITNIl88 WHIlRllOr, RMA and Physician, each intending to be
legally bound, agree as follows:
1. Background. The background set forth above is incorporated
herein by reference.
2, .aployment. RMA hereby employs Physician, as a professional
employee, on a part-time basis, 10 hours per week minimum, to
provide administrative and professional medical (Physiatry)
services hereinafter provided and Physician hereby accepts said
employment under and subject to terms and conditions hereinafter
provided.
3. Term. The term of this Employment Agreement shall commence on
August 9, 1994 and shall continue through August 8, 1995. RMA and
Physician shall each have the right to terminate this employment
Agreement as provided in Paragraph 10 hereof.
- 1 -
... ReDe.al. If RMA or Physician desires to extend the term of
this Employment Agreement then RMA or Physician shall give written
notice to the other on or before April 9, 1995 that the party
giving the notice desires to enter into negotiationa for the
purpose of extending the term of this Employment Agreement. If the
party receiving the notice desires to enter into negotiations then
RMA and Physician shall proceed with negotiations and shall
conclude those negotiations by not later than May 9, 1995. If RHA
and Physician reach mutually agreeable terms and conditions to
extend the term of this Employment Agreement then RMA and Physician
shall enter into an addendum to this Employment Agreement setting
forth the terms and conditions thereof which said addendum shall be
signed prior to June 9, 1995 (to be etfective August 9, 1995). If
additional extensions of this Employment Agreement are desired by
RMA or Physician then RHA or Physician shall provide written notice
to the other prior to April 9th ot each calendar year in Which the
then current term expires. In the event that RMA and Physician are
unable to reach mutually agreeable terms and conditions upon which
this Employment Agreement is to be extended then this Employment
Agreement shall terminate as herein provided or as provided by any
subsequent addendum to this Employment Agreement. Nothing herein
contained shall be construed to restrict, in any way, either RMA's
or Physician's right of termination as set forth in Paragraph 10
hereot.
5. Qualification.. As a condition of employment and as a condition
of continued employment Physician shall through the term (and any
extension of the term) of this Employment Agreement.
A. Medical Licen.e. Physician shall be and at times remain
licensed to practice medicine in the Commonwealth of
Pennsylvania without restriction and qualified, without
limitation, to participate in the Medicare and Medicaid
programs.
B. Medical Staff Privileg... Physician shall obtain and
maintain membership in good standing of the medical staff of
hospitals as RHA shall reasonably direct from time to time.
C. Clinical Skills. Physician shall demonstrate clinical
skills and knowledge as a Physiatrist to include required
techniques and procedures.
6. Dutie. and Re.pon.ibilitie. of Phy.ician. RMA employs
Physician and Physician accepts employment with RHA, as a
prOfessional employee, who will render administrative and
professional medical service to patients in the specialty of
Physiatry, at various hospitals, clinics, offices and institutions
served by RMA. Assignments of Physician to the various places of
employment shall be made by RHA in accordance with general policies
as may be adopted from time to time by RMA. RMA reserves the right
to assign and change any assignment of Physician at such location
and to such duties as may be necessary or advisable from time to
- 2 -
time. Physician's prim~ry responsibility pursuant to this
Employment Agreement shall be to provide professional medical
services to patients in the specialty of Physiatry. Physician'S
duties shall include, but not limited to, keeping and maintaining
(or causing to be kept and maintained) all necessary records
relating to all administrative and professional medical services
rendered by Physician under this Employment Agreement and
preparing, in connection with those services, all necessary
reports, claims and correspondence; all of these records, claims
and correspondence shall be and remain the property of RMA.
Physician shall participate in continuing medical education
required to maintain Physician'S license. Physician shall perform
such other reasonable professional duties as may be assigned, from
time to time, by RMA. i.p~l.J''''ill'3 IJ"ekdsy on call a~liilllL Physician
shall not be otherwise employed and shall devote her time,
knowledge, skill and efforts for the advancement of the interests
of RMA. To this end, Physician shall be responsible for the
development, implementation, and coordinatl.on of pediatric
rehabilitation services for RMA.
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7. compensation and Senefits.
A, Physician compensation. For all administrative and
professional medical services rendered by Physician under this
Employment Agreement, RMA shall pay Physician an annual salary
of sixty Five Thousand ($65,000.00) Dollars, which sdd annual
salary shall be paid every two (2) weeks in the amount of Two
Thousand Five Hundred ($2500.00) subj ect to statutory
withholdings. In addition, during the term of employment by
RMA, in which Physician provides administrative and
prOfessional medical services, Physician will be eligible for
an incentive bonus, which will be computed on a monthly basis
and paid quarterly to Physician. The incentive bonus will be
paid at the rate of 25' of (total cash revenue generated by
Physician less One Hundred Thirty Thousand ($130,000.00
dollars). It is a condition of this Employmp.nt Agreement that
gross revenues generated by Physician for administrative and
professional medical services provided by Physician pursuant
to this Employment Agreement shall be the property of RMA.
B, Benetit.. Physician shall receive the following
benetits:"
(1) Msdical Insurance. RMA shall provide to Physician family
coverage under RMA's current Blue cross/Blue Shield health and
dental insurance. RMA reserves the right to modify the
medical insurance coverage during the term of this Employment
Agreement provided, however, that Physician shall receive the
same medical coverage as other professional employees ot RMA.
(2) Vacation. Two (2) weeks of paid vacation during the term
of this Employment Agreement.
~ Ii (.,2.) (...) fty;-+,:'~~J2 uf'&j.L It;.,} .,-f ~i.l'.Jl.c.t.. '~. 6~ J(.~-' ('I f~ :J'~ J.'f
'd. I.. fl;'t ('U' .:."j{O.J-.kr y,<_) "feU< c.J(/ ftv,.. ^",y./!,. t.r><-1i.. ~~ r1w'J;k
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(3) Continuinq Nadiaal Iduaation, Physician is entitled to
two (2) waaks absence during the tarm of this Employment
Agreement for continuing medical education. Physician's
expenditure for attending meetings or conferences related to
Physician's continuing medical education, as previously
approved by RMA, ~hal1 be paid by RMA up to a maximum of Two
ThouSIInd ($2,000.00) Dollars during the term of this
Employment Agreement. Physician shall be required to submit
accurate records and other documentary evidence required by
regulations issued by the taxing authority for substantiation
of those expenditures.
(4) Prote..iQual Duas. RMA shall pay for dues for the
Academy of Physical Medicine, American Medical Society and
local medical society membership.
(5) Profusionlll Liability Insuranoe. RMA shall provide
professional liability insurance through RMA's professional
liability insurance carrier for Physician during the term of
this Employment Agreement, at RMA' s expense, in form and
amount not less than those required by the Healthcare
Malpractice Act, as amended, and by all other applicable
Pennsylvania and United states insurance laws and regulations.
said professional liability insurance shall be on a "claims
made" basis. Upon the expiration or sooner termination of
this Employment Agreement, RMA shall, as RMA's expense,
provide "tail coverage" for protection of RMA and Physician.
(6) Workers' compansation. RMA shall, during the term ot
this Employment Agreement, provide workers' compensation for
Physician J.n accordance with the applicable Workers'
Compensation Act, as the same may be amended from time to
time.
(7) Sooial saourity and Uns..ployment. RMA shall, at RMA's
expense, directly pay employer's contribution for Physician in
accordance with the applicable Federal and state laws during
the term of this Employment Agreement.
(8) Penaion - 401K Profit Sharing Plan. Physician will be
eligible fOllowing the completion of 12 months service
(with a minimum of 1000 hours worked in each calendar
year). Yearly contribution is based on percentage of
annual salary and is approved annually by corporate
officers. Currently, there exists seven (7) investment
options which will be furnished at the time of
enrollment. The administrative costs of this profit
sharing plan will be absorbed by Rehab Medicine
Associates, all other charges will be the responsibility
of the Physician. After enrollment and eligibility
requirements are met, rollovers from other qualified
plans are accepted into this plan.
- 4 -
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a. ..... All fees and charges for administrative and
profe..iona1 medical service. provided by Physician shall be
con.ist.nt with the schedule of fees and charges adopted by
RMA.
B, Billing and Collection. RMA shall bill for all
administrative and professional medical services performed by
Physician pursuant to this Employment Agreement. In the event
regulatory or third party payment programs require
administrative and professional medical services performed by
Physician pursuant to this Employment Agreement to be billed
in tha name of or on behalf of Physician, Physician hereby
designates, authorizes and appoints RMA as Physician's agent
and grants RMA the power of attorney to bill on behal f of
Physician for all administrative and professional medical
services performed by Physician pursuant to this Employment
Agreement.
t. M.dicel and rinanoial Records. Medical and financial records
pertaining to patients treated by Physician, including, but not
limited to, charges, x-ray films, case histories, medical reports,
fees, billings and payment of fees shall remain the property of
RMA.
10. Termination. This Employment Agreement may be
terminated prior to the expiration of the term, under the following
circumstances and in accordance with the following conditions:
A. Termination witb Cause. This Employment Agreement may be
terminated upon three (3) calendar days' written notice by RMA to
Physician upon the occurrence of one or more of the following
events:
(1) Physician is not appointed as a medical staff member in
any hospital which RMA requests Physician to seek medical
staff membership or if Physician is appointed to such
medical staff and Physician fails to be reappointed to that
hospital'S medical staff.
(2) In the event that Physician fails to maintain, without
restrictions, Physician's license to practice medicine in the
Commonwealth of Pennsylvania.
(3) If Physician is no longer qualified, without limitation,
to participate in the Medicare program or Medicaid program.
(4' In the event that Physician is unable to qualify for
RMA's professional liability insurance.
B. Termination witbout Cau.e. RHA shall have the right to
terminate this EmploYJ'lent Agreement without cause upon ona hundred
- 5 -
twenty (l~O) calendar days' prior written notice to Phyeician.
Physician shall have the right to termin3te this Employment
Agreement without cause upon one hundred twenty (120) calendar days
prior written notice to RMA. In the event that RMA shall elect to
tarminate this Employment Agreement, without cause, pursuant to
this paragraph 10-8, RMA shall provide Physician with compensation
and benefits as provided in this Employment Agreement.
c. Suspension of Duty/Termination without cause. RMA shall have
the right in the event that RMA shall exercise itlJ right to
terminate this Employment Agreement without cause to suspend
PhysJ.cian and Physician shall not during the one hundl'8d twenty
(120) calendar day notice period provide administrative or
professional medical services to patients or otherwise. RMA shall,
during the suspension period, pay Physician all compensation due
hereunder and provide all benefits. In the event that RMA shall
elect to suspend Physician, as herein provided, Physician shall
have the right, upon five (5) calendar days' p~ior written notice,
to terminate this ~mployment Agreement whereupon all compensation
and other benefits payable to Physician 8hall terminate.
D. Termination - Disability. In the event that Physician is
unable to fully perform Physician'S administrative and professional
medical service required pursuant to this Employment Agreement as
a result of illness, injury, physical impairment, or otherwise for
a period of two (2) consecutive calendar months then RMA may, at
the end of sald two (2) calendar month period, give Physician two
(2) calcandar months' notice of termination whereupon this
Employment Agreement shall, upon the expiration of the two (2)
calendar month notice period, be terminated.
B. Termination - Death. This Employment Agreement shall be
immediately terminated upon the death of Physician.
11. Confidentiality - Parenta' Medical Records. Physician shall
not reveal contents of patients' medical records to any third party
without patient's consent, except as necessary to provide
administrative and professional medical services under this
Employment Agreement or as required by federal or state law.
12. proprietary Information. Except as required by law or
regulation or to provide continuing professional medical services
to a patient, Physician recognizes that Physician may have access
to certain proprietary information, inClUding, but not limited to,
RMA plans, fiscal informatement, procedures and practice, clinical
operations and discussions and actions of RMA. Physician
acknowledges that the information constitutes the valuable and
unique property of RMA and agrees not to disclose such information
for a period of three (3) years after the expiration or termination
of this Employment Agreement.
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13. J'1Duaial ohUqaUan, Physician shell not incur any financial
obligation. on behalf of RMA without the prior written approval of
RMA.
u. aroD-coapetitioD. Physician covenants, promises and agrees
that Physician will not practice medicine, including, but not
limited to, Phrsiatry, from a principal office location or hospital
location with n a fifteen (15) mile radius of RMA's principal
office (5124 East Trindle Road, Mechanicsburg (Hampden Township),
Cumberland County, pennoylvania), or within a fifteen (15) mile
radius of any other office or hospital location of RMA
(specifically including, but not limited to, Chambersburg Hospital
and Chambersburg office location) for a period of six (6) calendar
months following the date of termination of thie Employment
Agreement without the prior written consent of RMA. Physician
acknowledges, by the execution of this Employment Agreement, that
this non-competition covenant by Physician in favor of RMA is an
inducement to RMA to enter into this Employment Agreement and
because of the opportunities available to Physician, as a result of
Physician's medical practice, to cause RMA patients to become
Physician's patient upon the termination of this Employment
Agreement that this non-competition covenant is essential to RMA.
Physician acknowledges, by the execution of this Employment
Agreement, that pecuniary damages may not be adequate to cOLlpensate
RMA in the event that Physician shall elect to violate the
provisions of this Paragraph 14 and that RMA may seek injunctive
relio!lf to prohibit Physician from violating or continuing to
violate this non-competition covenant.
15. Relationsbip. Physician shall be a professional employee of
RMA and RMA shall be Physician's employer.
16. Assignaent. Neither Physician nor RMA shall assign any
of their rights or obligations under this Employment Agreement.
17, Bntire Agreement. This Employment Agreement constitutes the
entire understanding between RMA and Physician and shall supersede
any previous agreements, whether written or oral.
18. bendaent.. All amendments to this Employment Agreement,
specifically including, but not limited to, extensions of the term
and changes ill Physician compensation, shall be in writing and
shall be signed by both parties. This Employment Agreement
shall not be amended, altered or modified except in writing
signed by RMA and Physician as herein provided. No waiver of
rights or remedies hereunder shall be effective unless in writing
signed by the party charged with the waiver.
11. Governing' Law. This Employment Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania.
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.TRU, aU....VIll.~....c'1' AGUIKIlIlT ("SubcontJ:'rAct A9reelllent"), made and
entered into this ____ day of , 1995 ettective
AUqu~t 9, 1995 by and between RlBAB KlDICIKI A880C1ATII, P.c., a
Pennsylvania prof...iona1 corporation, with it. prinoipa1 place ot
bU.ille.. at 51:24 Ea.t TrineSle Road, Mechanio8burg (Halllpden
Townlllhip), CUIIlberland County, Penn.ylvania, herein"fter called
"RMA" and Roberta E. Grift, K.D~, licen.ed physician residing at
1545, Appletree Road, Harrisburg, PA 17110, hereinafter called
.Physician. "
BACKQROt7)lJ)
1. :Fhysioian. desires to be &u.bcontracted by RMA to provide
admirhstrat:ive tlnd professional medioal services to patients in the
specXalty ot Phys1atry.
2. RMA deems it in RMA's best intere.t, and for the banefit of
its patients, to subcontract Physician to provide administrative
and profeBBional medical servicos.
3. Phrsician desires to be .ubcontracted by RMA and to provide
t.he Adm nistrative and professional medical services in aocordance
with.the terms and conditions hereinafter set forth.
4. ;Fflydcian is qualified by virtue of background, training,
, education and experience to perform the administrative and
it prof~ssion.l lIledical servic.. (Physiatry) required by RMA.
\ 'IN WITNESS WHRRlOr, RHA and Physician, each intending to be
legally bound, agree as follows:
(lmaOk9roun4. The background set forth above is incorporated
h re~n by retererlce.
,
'SuboontlL'aot. RMA\ereby subcdntreats phy.ician, as a
bcontracted protessional, on a part-time basis, with hours
tual1y agreed upon and scheduled with RMA, to provide
dminietrative and professional medical (Physiatry) services
ereinaftor provided and Physicia~ hereby accepts said Agreement
der and subject to terms and conditions hereinafter provided.
I
,Tera. The term o! this Subcontract Agreement shall commence
August 9, 1995 and shall continue through Auqust 8, 1.996. RMA
Physician shall each have the right to terminate this
contract Agreement as provided in Paragraph 10 hereof.
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c. ,"II..aa, It RMA or Phy.ician d.dr.. to extend the terlll of
thb SUbcollta'aot AgZ'e8llent then RHA or Phy.ician sllall 'ilive written
notier. to t:Iut other on or before April 9, 1996 that: the party
qivi'1'il the nottc. dadre. to enter into nagotiations tor the
pUrpo.e of extendinq the term ot this Subcontract Aqree~ent. It
the party receivinq the notic. desire. to enter into neqotiation.
then aHA and Physician shall proceed with negotiation. and ahall
ccnclude those negotiations by not later than Key 9, 1996. If RMA
and Jilllysician reach lIlutually agr.eable terms and cond it ion. to
oxtend the term ot this Subcontract Agreelllent then RMA and
Physician shall enter into an addendum to thb Subcontract
Agreement .etting forth the term. and oonditions thereof which said
addendum shall be .igned prior to June 9, 1996 (to be effective
AugUL!lt 9, 1996). If additional extensions ot this Subcontract
Agreement are desired by RMA or Physician then RMA or Physician
shall provide written notice to the other prior to April 9th of
each: calendar ynar in Which the then current term expires. In the
event that RMA and Phy.ician are unable to reach mutually agreeable
terms and conditions upon which thi. Subcontract Agreement i. to be
extended then thi. Subcontract Agreement shall terminate as herein
provided or as provided by any subsequent addendum to this
Subcontract Agreement. Nothinq herein contained shall be construed
to restrict, in any way, either RMA'. or Phydcian's right ot
t.rm~nation as set torth in Paragraph 10 hereot.
5. QUalification.. As a condition ot this Subcontract Agreement
and a. a condition of continuation of this Subcontract Agreement,
Physician shall through the term (and any ox tension of the term) of
thiai Subcontract Agreement.
. A, Medical Licenllo. Phyaician shall be and at al:i. times
remain lioen.ed to practice medicine in the Commonwealth o!
Pennsylvania without restriction and qualifiod, without
limitation, to participata in the Medicare and Medicaid
programs. The cost of maintaining said 1icenae shall be the
r411ponsibility of the Physician.
8. Kedical Staff PrivUeq... Phyaic1an shall obtllin and
maintain membership in good standing of the medical sta!! of
hospital. as RHA shall reasonably direct from time to tim..
The co.t of Obtaining and maintaining medical Btaft privileges
shall be the responsibility ot the Phy.ician.
c. Clinical 8kill.. Physioian IIha1l demonstrato clinical
skill. and knowledge a. a Physiatrist to include required
technique. and proceduree.
6. Duti.. and Re8pon.i~i11ti.. of Phy.ioian. RMA subcontracts
Phy~ician and Physician accepts subcontract with RMA, as a
pro1:essiona1, who will render administrative and prOfessional
med~cal servioe to patients in the specialty of Physiatry, at
varioue hospitals, clinics, otfices and institutions
served by RMA.
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Asl!l1'Jnmenta ot Physioian to the various place. shall be made by IUIA
in a9oordanc. with general pOlioies as .ay be adopted from time to
tim.,byaHA. RHA reserves the right to assign and change any
assignment ot physician at such location and to luch duties as may
b. necessary or advisable from time to time. Physician's primary
responsibility pursuant to this Subcontract Agrsement shall be to
provide professional m.dica1 services to patients in the specialty
of Pbysiatry. Physician's duties shall include, but not limited
'to, ke.ping and maintaining (or causing to be kept and maintained)
all necossary records relating to all administrative and
prOfessional medical services rendered by Physician under this
subcontract Agreellent and preparing, in connection with those
services, all necessary reports, c14i~ and corresponden~el all of
those records, claims and correspondence shall be and remain the
property of,RMA. Physician shall participate in continuing medical
edUCation required to maintain Physician'S license. Physician
shall perform such other reasonable professional duties as may b.
assigned, from time to time, by RHA. I'PhYSician ahall not be
othe~wi5e employed and Ghall devote her ~ me, know~dge, skill and
etto..~f01!'..the advancement of the intel'ellts of'MlI\.1 To this end,
Physician shall be responsible for the development, l.mplementl"otion',
and coordination of pediatric rehabilitation services for RHA.
7. Compensation and nenetits.
'A. Physician compensation. For all administrative and
: professional medical services rendered by Physician under this
SUbcontract Agreement, RMA shall pay Physician every montn
based upon the percentage of revenues collected, which are
,generated by ~hY6ician for administrative,_and ~of91!11!l10nal
medical services, as outlinod on SchedUle A.-1/It hi,
condition ot this subcontract Agreement that gross revenues
generated by PhY$ician for administrative and professional
medical services provided by Physician pursuant to t~B
Subcontract Agreement shall be the property of RMA~ ~) ~
'B. Denerits. Physician shall receive no benefits, nor
accumulate any benefits under this Subcontract
Agre.ment.
8.
(1) Physician may purchase from RHA,
'Meliioal Insurance (individual. or
PrOfessional Liability Insurance.
,
'Fees and B1111ng_
A. 'ees. All fees and charge. for administrative and
professional medical services provided by Physician shall be
consistent ~ith the schedule or tees and charges adopted by
RHA.
at Physician'S expense,
family coverage) and
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a. alll'., ... Ooll.otloD. RMA .hallbill~all
a~ni~rativ. and prof...ional .e4ioal .8rvic.~erfor.ed by
phy.ician pursuant to thh Subcontract A'iJ1:'eelDent\ In the
,event re'jJUlatory or third party payment prQ9remu require
administrative and prof...ional ..4ical servic.. perto~ed by
Physician pur.uant to this Subcontract AgreelDent to be billed
in the nalDe of or on buhali of Phyeician, Physician hereby
designate., authorize. and appoint. RKA as Phyeician's agent
and grants RHA the power of attorney to bill on behalf of
Physician for all administrative and profesuional medical
..rvices performed by Phyeician purluant to this Subcontract
AljJreement.
9. M.dioal aDd finanoial R.~ord., Medical and financial records
pertaining to patient. treated by Physioian, inClUding, but not
limited to, charges, x-ray tilm., case hi.tories, medical report.,
tlileB, bi.llings and paymen~ of feee .hall, remain the prop~rt,v ot
10, 'Termination, This Subcontract ...gr..mant may be . --. ...,
terminated prior to the expiration of the term, under the followin9
circumstallces and in accordance with the following conditions I
A. Termination with Cau... This Subcontract Agreelnent may be
terminated upon three (3) calendar day.' written notice by RMA to
. Physician upon the occurrence of one or mora of the following
events I
(1) Physician is not appointed a. a medical staff member in
any ho.pital which RMA request. PhyBicilln to seek medical
staft member.hip or if Physician 18 appointed to such
medical staff and Physician tails to be reappointed to that
hospital's medical staff.
(2) In the event that Physician fails to maintain, without
restrictio~., Physician'. license to practice medicine in the
Commonwealth ot Pennsylvania.
(3) If Physioian is no longer qualified, without limitation,
to partioipate in tho Medicare program or Medicaid program.
(4) In the event that Physician 11 unable to qualify for
RMA'. protessiona1liability ins~rance.
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B. ~.rain.tion Without cau.e. RMA shall have the right to
terllLinate this SUbcontract Agreement without cause upotl one hundred
twenty (120) calendar days' prior written notice to Physician.
Physician ahall have the right to terminate this Subcontract
Agrelilment without causa upon one hundred twenty (120) calendar days
prior written notice to RMA. In tha avent that RMA shall elect to
terminate thia Subcontract Agreement, without cause/ pursuant to
this Paragraph 10-B, RHA shall provide Physician w~th compen.ation
, as provided in this Subcontract Agreement.
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D. all1iD9 an4 Col1ectlcD. RHA shall bill~ell '
adalnlstrativ. and prof.ssional medical pervlo.~erformed by
physician pur.uant to this Subcontract A\Jnelllent\ In the
event regulatory or third party p.yment prQ9rsl1\s require
3dministrative and professional medical servioe. performed by
physician pursuant to this subcontract Aqreemont to b. billed
in the nOIllS of or on behalf of phyei,cian, phyrtl..cian hereby
designate., authorizes and appoint. RHA as Physician'S B\Jent
and qranta RKA the pOWClr of attorney to bill r.m behalf of
Physician for all Ildministratl,ve and profeesional medical
services performed by Physician pursuant to this subcontract
Agreement.
9. Hedical and rinaneial Recorde. Medical and finanoial records
pet.taininq to patients treated by physioian, includinq, but not
limited to, charges, x~ray films, case histories, lIIedioal reports,
tees, billings and paym.n~ of fsee shall ,remain the prop~rt~ of
10. TenlinatioD, This subcontract Agre.ment lDay bs . --. -..J
terminated prior to the oxpiration of the term, under the followin9
circumstances and in accordance with the following conditionsl
A. Termination witb cause. This Subcontract Agreement may be
terminated upon threCl (3) cl!lel1dar day.' written notice by RMA to
. Physician upon the occurrence of one or mora of the following
events:
(1) Physician is not appointed a. e lDedical staff member in
any hospital which RMA req\luts Physician to seek lDedioal
staff memberShip or if Physician ie appointed to such
medical staff and Physh:ian fails to be reappointed to that
hospital's medical staff.
(2) In the Avent that Physician fails to maintain, without
rest'rictions, PhysiCian'. licenso to practice medicine in the
commonwealth of Pennsylvania.
(3) If Physioian is no longer qualified, without limitation,
to participate in the Medicare pr~ram or Medicaid program.
(4) In the event that Physician i. unable to qualifY for
RMA'. profsssionalliability insurance.
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B. lren:ination witbout cau.e. RMA shall. havs the right to
terminate this subcontract Agreement without cause upon one hundred
twenty (120) calendar days' prior written notice to Physician.
Physician shall have the right to terlllinate this subcontract
Agreelnent witilout cause upon one hundred twenty (120) calendar days
prior written notice to RMA. In the event that RMA shall elect to
terminate this subcontract Agreement, without cause, pursuant to
this paragraph 10~B, RMA shall provido physician w~th compen.ation
, as provided in thie Subcontract AgreelDent.
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c. .u.peD.ion of DutJ/Teralnation without caule. RMA shall have
the rir;Jht in the event that rotA shall exercise its right to
teminat8 thiB Subcontraot Aqreemen'c without cause to lus~end
Physician and Physician Ihall not during the one hundred twenty
(120) calendar day notice period provide administrative or
professional medical services to patients or otherwise. rotA shall,
during the luspension period, pay Physician all oompeneation due
hereunder. In the event that RMA .hall elect to oUBpond Physioian,
a. herein provided, Phyoician Oh411 have the right, upon tive (5)
calendar day.' prior written notics, to terminate thio Subcontract
AqreelDQnt. wherllupe., all cOlDpenllation payable to Phy.iol.al~ eh.I"l-1
terminate..
D. Teraination - Disability. In the event that Phyaician is
unable to fully perform Physician's administrative and professional
medical service required pursuant to thil Subcontract Agreement as
a result of illness, injury', physical impairment, or otherwise for
a period of two (2) consecutive calandar monthl then RMA may, at
the end of said two (2) calendar month period, give Phygician two
(2) calendar month.' notice of termination whereupon this
S~bcontract Aqreemont shall, upon the expiration of the two (2)
calendar month notico period, be terminated.
E. TMrmination - Death, This Subcontract Agreement ghall be
immediately terminated upon the death of Physician.
11. Confi4entiality - parents' Hedloal Record.. Physician shall
not reveal contants of patients' medical records to any third party
without patient'e consent, except a8 necessary to provide
administrative and professional medical lervices under this
Employment Agre~ment or as required by federal or state law.
12. proprietary Information. Except as required by law or
regulation or to provide continuing professional medical services
to a patient, Physician recognizes that Physician may have access
to certain proprietary information, inclUding, but not limited to,
RMA plans, fiacal infornlatement, procedures and praotice, clinical
operations and discussions and actions ot RMA. Physician
acknowledges that the information constitutee the valuable and
unique property of RMA and agrees not to disclose such information
for a period of three (3) years atter the expiration or termination
of this subcontract Agreement.
13. Financial obliqation. Physician shall not incur any financial
obligations on behalf of RMA without the prior written approval of
RMA.
14. Non-competition. Physician covenants, promises and ,~-,f
that Physioian will not practice medicine, including, but no~
limited to, Physiatry, frOm ~ principal office location or ho.pita~
location within a fifteen (15) mile radius of RI'!A'S principal
office (5124 East Trind1e Road, Mechanicsbu~g (Hampden Township),
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CJJmherland County, .PennsYlvania), at' within a fitteen (15) iU:le
ra4iu~ ot any other ottice or hospital location of RMA
(specitioally inClUding, but not limited to, Chambers burg Ho.pital
and Chamber.burg ottico looation) tor a period of ~ix (6) oalendar
months following the clah of tSX'lllinlltion of this SUbcontract
Agnement without the prior written oon.ent of RKA. Physioian
acknowledges, by the execution ot this Subcontraot Agreement, that
this non-competition covenant by Physioian in favor of aKA i. an
inducement to aKA to enter into this Suboontraot ^qrefllllent and
because ot the opportunities av~ilable to Physician, a. a re.ult of
Phys;.cian'o medioal praotice, to cau.. RMA patiente to become
Phyaician's pati.nt upon the termination of this Subcontract
Agreement that this non-colllp.tition covenant is ....ntial to RMA.
Physician acknOWledges, by t'..h. .xecution of this Subcontract
Agreement, that pecuniary damag.s may not b. adequate to compensate
HMA in the lIly"nt that Physician shall elact to violate the
provisions of this Paragraph 14 and that RHA may s.ek injunctive
r.liaf to prohibit Physician frolll violating or oontinuing to
Vi~ate this non-competition covanant.
15. Relationllhip, Physiciun IIhall be a subcontract.d profe.l/ional
by RMA. nMA shall be PhysiCiAn'S subcontractor.
II. Asuiqnment. Neither Phy.ician nor aKA shall a..ign any
of their rights or obli9ations under this SUbcontract Agreement.
17, Entire Agreement. This subcol~tract Agreement: constitutee the
entire understanding between RMA and Physician and shall supersede
any previous agreemente, whether written or oral.
11l. JU1Iendment.. All amendmentfl to this Subcontract Agreement,
specifically inClUding, but not limited to, eKteneions ot the term
and changes in PhyBioian compensation, shall be in Writing and
shall be aigned by both parties. This Subcontract AgreelDent
shall not be amended, altsred or modifi.d exoept in writing
signed by 'RMA .md Phyeician as herein lJrovided. No waiver of
rights or remedie. hereunder shall be effective unless in writing
signed by the party charqQd with the waiver.
1'. Governing La.. This SUbcontract Agreement Shall be governed
by and construed in acoordance with thQ laws of the Commonwealth of
pennllylvania.
20. Notice.. Any notice required or permitted to be givGn under
this Subcontract Agraement shall be .utficient if written and hand
delivered or sent by registered mail, return receipt requested as
~ollows :
If to RMA:
Rehab Medicine As.oclates, P.C.
ATTN: Jay J. Cho, M.D., President
5124 East Trindle Road
Mechanic.burg, PA 17055
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ROBERTA E. GRIFF, M.D.,
Plaintiff
v.
IN THE COURT OF COMMON PlJEAS OF
CUMISERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
REHAB MEDICINE ASSOCIATES,
P.C., and JAY J. CHO, M.D.,
Defendants
No. 96-3817 CIVIL T~RK
ORDER OF COURT
AND NOW, this 5th day of February, 1998, upon
consideration of Plaintiff's Motion To Compel Dis~overy and Full
and complete Answers to Plaintiff's First and Seoond Request for
production of Documents, and of Defendants' Response to
Plaintiff's Request for Production of Documents, following a
discovery conference held in the chambers of the undersigned
judge on this date, and pursuant to an agreement reached between
counsel in the persons of David B. DOWling, Esquire, on behalf
of the Plaintiff, and David W. DeLuce, Esquire, on behalf of the
Defendants, it is ordered and directed as follows:
1. Defendants shall furnish to Plaintiff's
counsel a copy of Defendants' appointment book for the years
1995 and 1996; the costs of producing tho copy shall be borne by
Plaintiff.
2. Defendants shall furnish to Plaintiff's
counsel a printout of the gross receipts attributable to
patients of Plaintiff from August of 1995 to the date of the
last such receipt.
3. Defendants shall furnish to Plaintiff's
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coun.el a printout of tha amount. billed by Defendant. for
pati.ntl whom Plaintiff saw during the time period referred to
in paragraph two hereof.
4. Defendants shall furnish copies of the
document. refarred to in request number six of Defendants'
Request for Production of Documents, dated september 15, 1997.
5. Defendants shall be under a continuing duty
to supplement the production of documents provided for herein,
including documents requested in paragraph seven of Plaintiff's
Request for Production of Documents, dated September 15, 1997.
6. Defendants shall furnish the copies of
doouments requested in paragraph eight of Plaintiff's said
request for production of documents.
7. Defendants shall furnish copies of the
documents requested in paragraph nine of Plaintiff's said
request for production of documents.
8. Defendants shall furnish copies, to the
extent that they have not already been furnished, of the
documents requested in paragraph 11 of plaintiff'S said request
for production of documents.
All other requests for relief on the part of
Plaintiff are denied, without prejudice to Plaintiff's right to
renew requests for documents following the disoovery provided
for herein.
The documents which are to be furnished in
". "-
ROBERTAE.ORIFF,M.D.,
Pll1intlll'
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
v.
CIVIL ACTION . LAW
NO. 96.3817 CIVIL TERM
REHAB MEDICINE ASSOCIATES, P.C.,
and JA Y J. CHO, M.D.,
Defendants
RULE TO SHOW CAlJ.S.E
AND NOW, this \6 ~ dayofjlod\l' -,L,lf
,2001,11
Rule is issued upon Defendants to show cause why Pluinlifrs Petition for Reinstatement should
not be granted.
RULERETURNABLE~..' '2..0 d"/~ J .::icJ..H~C.
BY THE COURT:
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2. The dispute betwccnthc partics as outllncd in the Amcnded Complaint (uuuched
hereto us Exhibit "A") conccrns compcnsatlon due Dr. Roberta Grin' during the time she WllS Wl
employee of Defendants Rehab Mcdiclnc Associates, P.C. and Dr. Cho,
3. Plaintlll' tiled initial discovery in the limn of u Requcst for Production of
Documents on Septcmbcr 15, 1997. Thc Defcndants lullcd to comply with the Rulcs of Civil
Proccdure and did not producc thc documcnts as rcqucstcd. Plaintiff was forccd to tile a Modon
to Compcl Discovery, which was tilcd on Novembcr 19. 1997. Thc Defendants did not produce
the requestcd documcnts until the Court Ordcr of Fcbruary 5, 1998. Defendants produced the
rcqucstcd documcnts on March 20. I ?98.
4, During thc discovcry phasc of this casc thc partics also cngagcd in preliminary
seulcment discussions which includcd an oller of sClllcmcntmade by the Defendants.
5. The documcnts which hove bccn produccd by thc DcfendWlts will allow the
pllrlics to cxpedltiously concludc discovery Dnd prcparc this CllSC lor disposition.
6. Thc two partics to thc cmploymcnt contract. Dr. Grill' and Dr. Cho, orc avallablc
to testify. Thereforc, thcrc is no actual prcjudicc to thc Dcfendants.
7. Thcrc will be no prcjudicc to thc Defendants if thc Court allows thc case to
procecd llS Plaintill's right to compcnsation, if any, can bc dctcrmincd by a rcvicw, analysis Wld
explanation of documcnts alrcady providcd.
8. Counsel for Plaintiff rcccivcd a copy of thc Cumbcrland County Purgc List but
mistakenly bclievcd thatthc dcadlinc for filing objcctions was Novcmbcr 30, 2001. Plaintiff's
counsel Icarncd on Tucsday, Novcmbcr 6. 2001. that the dcadlinc lor liIing objcctions WllS
Oct'lbcr 30, 200 I. This Pctition was promptly tilcd upon kaming of thc purgc datc.
2
SUMMERS LAW OFFICE
BYI Stephanie R. Griff,
P.O. Box 332
Norfolk, MA 02056
Esquire
ROBERTA E. GRIFF, M.D.
1545 Appletree Road
Harrisburg, Pennsylvania
PLAINTIFF
vs.
~REHAB MEDICINE ASSOCIATES,
P.C.
5124 East Trindle Road
Mechanicsburg, Pennsylvania
17055
and
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)
)
)
)
JAY CHO, M.D.
1675 Lambsgap Road
Mechanicsburg, Pennsylvania
17055
DEFENDANTS
Attorney for Plaintiff
COUNTY OF CUMBERLAND
COURT OF COMMON PLEAS
CIVIL DIVISION
No. 96-3817
CIVIL TERM, 1996 Q IJ:) r;.:
Civil Aotion " La~~ C"l
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AMENDED COMPLAINT
Notioe
~ou have been sued in oourt.
If you wish to defend against
the olaims set forth in the
following pages, you must take
action within twenty (20) days
after this complaint and notice
are served, by entering a
written appearance personally
or by attorney and filing in
writing with the court your
defenses or objeotions to the
claims set forth against you.
You are warned that if you fail
to do so the case may prooeed
without you and a judgment may
be entered against you by the
court without further notice for
Aviso
La han demandado es usted en
la corte. Si usted guire
defendses de estes demandes
expuestas en las paginas
siguientues, usted tiene
veinte (20) dias de plazo al
partis de la fecha da la
demanda y la notifioaoion.
Hace falte asentar una
comparcncia esorita 0 en
persons on oon un auogaio y
entreger a la corte en
forms esorits sus defensas
o sus objectiones alas
demandas en contra de su
persona. Sea aviszio que si
usted nQ se defiende, la
TRUE COPY FROM RECORD
In Testimony whereof. I here unto set my hand
and lhe seal of said cou~:~~arllsle. Pa.
~h~~:~ ~ 411~Ju:,,'~ ~~n+,-
( Prothonotary' /-:;
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IMPLOYKIlll'r AORlIKBNT
THI8 IMPLOYM1INT.,AlJRlIlMl!lll'r ("Em~Oyment Agreement"), made and
entered into this ~ day of ~"i"t , 1994, effective
August 9, 1994, by and between RJlHAB DICIti'I A8S0CIATIS, P,Q., a
Pennsylvania professional corporation, wi.th its principal place of
business at 5124 East Trindle Road, Mechanicsburg (Hampden
'!'ownship), Cumberland County, Pennsylvania, hereinafter called
"1lHA" and Roberta E. Griff, M. D., licensed physician residing at
1545 Appletree Road, Harrisburg, PA 17110, hereinafter called
"Physician."
BACKGROUND
1. Physician desires to be employed by RMA to provide
administrative and professional medical services to patients in the
specialty of Physiatry.
2. RMA deems it in llHA's best interest, and for the benefit of
its patients, to employ Physician to provide administrative and
professional medical services.
3. Physician desires to be employed by RMA and to provide the
administrative and professional medical services in accordance with
the terms and conditions hereinafter set forth.
4. Physician is qualified by virtue of background, training,
education and experience to perform the administrative and
professional medical services (Physiatry) required by RMA.
IN WITNESS WHEREOF, RMA and Physician, each intending to be
legally bound, agree as follows:
1. Backqround. The background set forth above is incorporated
herein by reference.
2, Employment, RMA hereby employs Physician, as a professional
employee, on a part-time basis, 30 hours per week minimum, to
provide administrative and professional medical (Physiatry)
services hereinafter provided and Physician hereby accepts said
employment under and subject to terms and conditions hereinafter
provided.
3. Term. The term of this Employment Agreement shall commence on
August 9, 1994 and shall continue through August 8, 1995. RMA and
Physician shall each have the right to terminate this employment
Agreement as provided in Paragraph 10 hereof.
- 1 -
4. Ren.val. If RMA or Physioian desires to extend the term of
this Employmant Agreement then RMA or Physician shall give written
notioe to the other on or before April 9, 1995 that the party
giving the notice desires to enter into negotiations for the
purpose of extending the term of this Employment Agreement. If the
party receiving the notice desires to enter into negotiations then
RMA and Physician shall proceed with negotiations and shall
conclude those negotiations by not later than May 9, 1995. If RMA
and Physician reach mutually agreeable terms and conditions to
extend the term of this Employment Agreement then RMA and Physician
shall enter into an addendum to this Employment Agreement setting
forth the terms and conditions thereof which said addendum shall be
signed prior to June 9, 1995 (to be effective August 9, 1995). If
additional extensions of this Employment Agreement are desired by
RMA or Physician then RMA or Physician shall provide written notice
to the other prior to April 9th of each ca1enriar year in which the
then current term expires. In the event that RMA and Physician are
unable to reach mutually agreeable terms and conditions upon which
this Employment Agreement is to be extended then this Employment
Agreement shall terminate as herein provided or as provided by any
subsequent addendun to this Employment Agreement. Nothing herein
contained shall be construed to restrict, in any way, either RMA's
or Physician's right of termination as set forth in Paragraph 10
hereof.
5. Qualifications. As a c~ndition of employment and as a condition
of continued employment Physician shall through the term (and any
extension of the term) of this Employment Agreement.
A, Medical Lioense, Physician shall be and at times remain
licensed to practice medicine in the Commonwealth of
Pennsylvania without restriction and qualified, without
limitation, to participate in the Medicare and Medicaid
programs.
B, Medical 8taff privileges. Physician shall obtain and
maintain membership in good standing of the medical staff of
hospitals as RMA shall reasonably direct from time to time.
C, Clinical Skills. Physician shall demonstrate clinical
skills and knowledge as a Physiatrist to include required
techniques and procedures.
6. Dutie. and Responsibilities of Physician. RMA employs
Physician and Physician accepts employment with RMA, as a
professional employee, who will render administrative and
professional medical service to patients in the specialty of
Physiatry, at various hospitals, clinics, offices and institutions
served by RMA. Assignments of Physician to the various places of
employment shall be made by RMA in accordance with general policies
as may be adopted from time to time by RMA. RMA reserves the right
to assign and change any assignment of Physician at such location
and to such duties as may be necessary or advisable from time to
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time. Physician's primary responsibility pursuant to this
l::mp1oyment Agreement shall be to provide professional medical
services to patients in the specialty of Physiatr:y. Physician's
duties shall include, but not limited to, keeping and maintaining
(or causing to be kept and maintained) all necessary records
relating to all administrative and profe~sional medical services
rendered by Physician under this Employment Agreement and
preparing, in connection with those services, all necessary
reports, claims and correspondence; all of th~se records, claims
and correspondence shall be and remain the property of RMA.
Physician shall participate in continuing medical education
required to maintain Physician's Itcense. Physician shall perform
such other reasonable professional duties as may be assigned, from
time to time, by RMA. i.~~l.l'diR<;J ..,,,,,,);day GI. ~aU-.a~"ieli- Physician
shal.l not be otherwise employed and shall devote her time,
knowledge, skill and efforts for the advancement of the interests
of RMA. To this end, Physician shall be responsible for the
development, implementation, and coordination of pediatric
rehabilitation services for RMA.
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7. compensation and Benefits.
A. Physician compensation. For all administrative and
professional medical services rendered by Physician under this
Employment Agreement, RMA shall pay Physician an annual salary
of Sixty Five Thousand ($65,000.00) Dollars, which said annual
salary shall be paid every two (2) weeks in the amount of Two
Thousand Five Hundred ($2500,00) subject to statutory
withholdings. In addition, during the term of employment by
RMA, in which Physician provides administrative and
professional medical services, Physician will be eligible for
an incentive bonus, which will be computed on a monthly basis
and paid quarterly to Physician. The incentive bonus will be
paid at the rate of 25% of (total cash revenue generated by
Physician less One Hundred Thirty Thousand ($130,COO.00
dollars). It is a condition of this Employment Agreement that
gross revenues generated by Physician for administrative and
professional medical services provided by Physician pursuant
to this Employment Agreement shall be the property of RMA.
B, Benefits. Physician shall receive the following
benefits :"
(1) Medical Insurance. RMA shall provide to Physician family
coverage under RMA's current Blue cross/Blue Shield health and
dental insurance. RM1\ reserves the right to modify the
medical insurance coverage during the term of this Employment
Agreement provided, however, that Physician shall receive the
same medical coverage as other professional employees of RMA.
(2) Vacation. Two (2) weeks of paid vacation during the term
of this Employment Agreement.
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(3) continuinq Medical 2ducation, Physician is entitled to
two (2) weeks absence during the term of this Employment
Agreement for continuing medical education. Physician's
expenditure for attending meetings or conferences related to
Physician's continuing medical education, as previously
approved by RMA, shall be paid by RMA up to a maximum of TWo
Thousand ($2,000.00) Dollars during the term of this
Employment Agreement. Physician shall be required to submit
accurate records and other documentary evidence required by
regulations issued by the taxing authority for substantiation
of those expenditures.
(4) professional Dues. RMA shall pay for dues for the
Academy of Physical Medicine, American Medical society and
local medical society membership.
(5) professional Liability Insurance. RMA shall provide
professional liability insurance through RMA's professional
liability insurance carrier for Physician during the term of
this Employment Agreement, at RMA's expense, in form and
amount not less than those required by the Hea1thcare
Malpract ice Act, as amended, and by all other applicable
Pennsylvania and united states insurance laws and regulations.
Said prOfessional liability insurance shall be on a "claims
made" basis. Upon the expiration or sooner termination of
this Employment Agreement, RMA shall, as RMA's expense,
provide "tail coverage" for protection of RMA and Physician.
(15) Workers' compensation, RMA shall, during the term of
this Employment Agreement, pr.ovide workers' compensation for
Physician in occordance with the applicable Workers'
Compensation Act, as the same may be amended from time to
time.
(7) Sooia1 Seourity and Unemployment. RMA shall, at RMA's
expensEl, directly pay employer's contribution for Physician in
accordance with the applicable Federal and State laws during
the term of this Employment Agreement.
(8) Pension - 401K Profit Sharing Plan, Physician will be
eligible ~ollowing the completion of 12 months service
(witb a minimum of 1000 hours worked in each calendar
year). Yearly contribution is based on percentage of
annual salary and is approved annually by Corporate
officers. currently, there exists seven (7) investment
options which will be furnished at the time of
enrollment. The administrative costs of this profit
sharing plan will be absorbed by Rehab Medicine
Associates, all other charges will be the responsibility
of the Physician. After enrollment and eligibility
requirements are met, rollovers from other qualified
plans are accepted into this plan.
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8, .... and Billing.
A, ..... All fees and charges for administrative and
proteseional medical services provided by Physician shall be
consistent with the schedule ot fees and charges adopted by
RMA.
B. Billing and Collection. RMA shall bill for all
administrative and professional medical services performed by
Physician pursuant to this Employment Agreement. In the event
regulatory or third party payment programs require
administrative and professional medical services performed by
Physicisn pursuant to this Employment Agreement to be billed
in the name of or on behalf of Physician, Physician hereby
designates, authorizes and appoints RMA as Physician's agent
and grants RMA the power of attorney to bill on behalf of
Physician for all administrative and professional medical
services performed by Physician pursuant to this Employment
Agreement.
9. M.dical and Financial Records. Medical and financial records
pertaining to patients treated by Physician, including, but not
limited to, charges, x-ray films, case histories, medical reports,
fees, billings and payment of fees shall remain the property ot
RMA.
10. Termination. This Employment Agreement may be
terminated prior to the expiration of the term, under the fOllowing
circumstances and in accordance with the following conditions;
A. Termination with Cause. This Employment Agreement may be
terminated upon three (3) calendar days' written notice by RMA to
Physician upon the occurrence of one or more of the following
events:
(1) Physician is not appointed as a medical staff member in
any hospital which RMA requests Physician to seek medical
staff membership or if Physician is appointed to such
medical staff and Physician fails to be reappointed to that
hospital's medical staff.
(2) In the event that Physician fails to maintain, without
restrictions, Physician's license to practice medicine in the
Commonwealth of Pennsylvania.
(3) If Physician is no longer qualified, without limitation,
to participate in the Medicare program or Medicaid program.
(4) In the event that Physician is unable to qualify for
RMA's professional liability insurance.
B. T.rmination Without Cause. RMA shall have the right to
terminate this Employment Agreement without cause upon one hundred
- 5 -
twenty (120) calendar days' prior written notice to Physician.
Phyeician ehall have the right to terminate this Employment
Agreement without cause upon one hundred twenty (120) calendar days
prior written notice to RMA. In the event that RMA shall elect to
terminate this Employment Agreement, without cause, pursuant to
this Paragraph la-a, RMA shall provide Physician with compensation
and benefits as provided in this Employment Agreement.
c. Buspen.ion of DutY/~ermination without Cauee. RMA shall have
the right in the event that RMA Ilhall exercise its right to
terminate this Employment Agr~ement without cause to suspend
Physician and Physician shall not during the one hundred twenty
(120) calendar day notice period provide administrative or
professional medical services to patients or otherwise. RMA shall,
during the suspension period, pay Physician all compensation due
hereunder and provide all beneflts. In the event that RMA shall
elect to suspend Physician, as herein provided, Physician shall
have the right, upon five (5) calendar days' prior written notice,
to terminate this Employment Agreement whereupon all compensation
and other benefits payable to Physician shall terminate.
D. ~ermination - Disability. In the event that Physician is
unable to fully perform Physician's administrative and professional
medical service required pursuant to this Employment Agreement as
a result of illness, injury, physical impairment, or otherwise for
a period of two (2) consecutive calendar months then RMA may, at
the end of said two (2) calendar month period, give Physician two
(2) calendar months' notice of termination whereupon this
Employment Agreement shall, upon the expiration of the two (2)
calendar month notice period, be terminated.
E. ~ermination - Death, This Employment Agreement shall be
immediately terminated upon the death of Physician.
11. Confidentiality - Parents' Medical Records. Physician shall
not reveal contents of patients' medical records to any third party
without patient's consent, except as necessary to provide
administrative and professional medical services under this
Employment Agreement or as required by federal or state law.
12. proprietary Information. Except as required by law or
regulation or to provide continuing professional medical services
to a patient, Physician recognizes that Physician may have access
to certain proprietary information, including, but not limited to,
RMA plans, fiscal informatement, procedures and practice, clinical
operations and discussions and actions of RMA. Physician
acknowledges that the information constitutes the valuable and
unique property of RMA and agrees not to disclose such information
for a period of three (J) years after the expiration or termination
of this Employment Agreement.
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13. J'inanoi.10bli9.Uon. physician shall not incur any !inaneial
obligations on behalf of RMA without the prior written approval of
RMA.
14. Non-co.petition. Physician covenants, promises and agrees
that Physician will not practice medicine, inclUding, but not
limited to, Physiatry, from a principal office location or hospital
location within a fifteen (15) mile radius of RMA's principe1
office (5124 East Trindle Road, Mechanicsburg (Hampden Township) ,
Cumberland county, Pennsylvania), or within a fifteen (15) mile
radius of any other office or hospital location of RMA
(specifically inClUding, but not limited to, Chambersburg Hospital
and Chambersburg office location) for a period of six (6) calendar
months following the date of termination of this Employment
Agreement without the prior written consent of RMA. Physician
acknowledges, by the execution of this Employment Agreement, that
this non-competition covenant by Physician in favor of RMA is an
inducement to RMA to enter into this Employment Agreement and
because of the opportunities available to Physician, as a result of
Physician's medical practice, to cause RMA patients to become
Physician'S patient upon the termination of this Employment
Agreement that this non-competition covenant is essential to RMA.
Physician acknowledges, by the execution of this Employment
Agreement, that pecuniary damages may not be adequate to compensate
RMA in the event that Physician shall elect to violate the
provisions of this Paragraph 14 and that RMA may seek injunctive
relief to prohibit Physician from violating or continUing to
violate this non-competition covenant.
15. Relationship. Physician shall be a professional employee of
RMA and RMA shall be Physician's employer.
16. Assignment. Neither Physician nor RMA shall assign any
of their rights or obligations under this Employment Agreement.
17. Entire Agreement. This Employment Agreement constitutes the
entire understanding between RMA and Physician and shall supersede
any previous agreements, whether written or oral.
18. A1118ndments. All amendments to this Employment Agreement,
specifically inClUding, but not limited to, extensions of the term
and changes ih Physician compensation, shall be in writing and
shall be signed by both parties. This Employment Agreement
shall not be amended, altered or modified except in \/riting
signed by RMA and Physician as herein provided. No waiver of
rights or remedies hereunder shall be effective unless in writing
signed by the party charged with the waiver.
19. Governing Law. This Employment Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania.
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~TBX. a\lI".'UI'i'.~T ~OU.lKBII'r ("Subcontract Aqr"lllentll), lIIade and
ente ed into this _ day or , 1995 ettective
AUgu t 9, 199.5 by and between IlIUB MBDICIJOI A8S00IATBS, '.0., .
penn.ylvania prot...ional oorporation, with ita principal place of
buei"e.. at 5124 Eaat Trin~le Road, KechanicMburg (Hampden
'rownr!hlp), CUmberland county, Pennaylvania, herein..tter called
~RMA'l and Roberta E. Grit!, M.O':, licen.ed phyaician relli~ing at
1!4!S ; 1\ppletree Road, Harril!lburg', PA 17110, hereinafter called
.PhYlllician."
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1. Iphysician. desire. to be subcontracted by RMA to provide
admilhstral:ive and proressional lIledioal nervioeB to patientB in the
spec~al ty or Physi.lltry.'
2. :Rt-tA deellll!l it in RMA'. be.t interest, and for the benefit of ..:Ii:.
its l?atioantll, tel subcontract PhysicillO to provide administrative"
and ~rotessional llIedical services.
3. [Physician desires to be llIubcontracted by RMA and to provi~.
the Adll1i.niltrative and proreBsional medical services in accordance
with!the terms and conditions hereinaf~er Bet forth.
i
4. ,tFtly.iclan is qualified by virtue of background, training,
,'education and experiRnc~ to perform the administrative and
N profisSional ~edical services (PhYllliatry) required by RMA.
b ;IN WITNESS WKBRBOJ', RHA and Physician, each intending to be
lega~ly bound, agree aa tallows:
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r.~n by retennce. "
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;Suboontract. RHA hereby 5ubcontra~. Phy.lcian, as a
bcontracted protess1olNll, on a part-time basi., with hours
tually agreed upon' and schequ~ed with RMA, to provide
dmi~ietrative and professional medical (Physiatry) services
ere~nafter provided and Physicia~ hereby accepts said Agreement
det and subject to terms and conditions hereinafter provided.
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:Tera. The term ot this Subcontract Agreement shall commence
August 9, 1995 and shall continue through A~Bt 8, 1996. RMA
~PhYBic1an shall each have the right \::0 terminate this
contract AgrQomGnt as provided in Paragraph 10 hereot.
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Assignment. ot Physioian to the varioua places shall be made by RHA
in aqcor4ance with general pOlioies as nay be adopted from time to,
time Iby JUUl." R)(A reserves the right to assign and change any ,
assignment ot physician at ftuch location and to such duties as may:
be necessary ,or advisable trom time to time. Physician's primary
resPQnsibi1ity pursuant to this Subcontract Agreement shall be to
provide professional medical services to patients in tha specialty
.of Phyaiatry. Physician's duties ohal1 include, but not limited
..' to, keeping and maintaining (or causing to be kept and lllaintained)
all Inecessary records relating to all administrative and
profllllsiona1 medical services rendered by Physician under this
Subcontract Agrel;'llllcnt and preparing, in connGction with thofJfi1
services, all necessary reports, claims and correspondenco; all of
these records, claims and correspondence shall be and remain the
property or.. RMA. Physician shall participate in continuing medicllll
educi!/.tion required to maintain Physician'S license. Physic11lll4
shall perform such other reasonable protessional duties as may b~
sssiraned, from time to time, by RKA. ~'PhYsician ,shall not"1J
othezrwilS8 employed, !Ind shall devote her..t!lmG, kno\ol-~~ge I skill an
etfor.t.&-fOi:'- the ac\vancement 0 f the, inteWtltfi of 'R!1:l\ J '1'0 this Gnd,1
Phystcian shall be responsible for tho development, iillplsmentetiol1"'l
and coordination of pediatric rehabilitation services for RMA. .
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7.
Compensation and Benefits.
'1>.. Physician compensation. For all adlllinistrative and
; professional medical services rendered by Physician under this
'Subcontract Agreement, RMA shall pay Physician fJvery lllonth
'based upon tnepercentage ot revenues collected, which are
;genarated py ~hysician tor administrativ~_and ~of~al
medical services, as outlined on SchedUle A...J /It is--"",
,condition ot this SUbcontract Agreement that gross revenues
'generated by Physician for administrative and professional
,medical services provided by Physician pursuant to t~s
i Subcontract Agreement shall be the property of RMA ~ .t').f'
'B. Benetits. Physician shall receive no benefits, nor
accumulate any benofits under this Subcontract
Agreement.
8.
I (1) Physician may purchase frolll RMA,
,Mediaal Insurance (individual or
p!otessiona1 Liability Insurance.
I
'FeeS and Billing.
A. Pees. All fees and charges for administrative and
professional medical services provided by Physician shall be
consistent with the schedule ot fees and charges adopted by
, RMA.
at Physician'S expense,
family coverage) and
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....eel Colhot1oD. RMA shall I bill all
: a . aUv. and prof...iond lIedicai servicell erforJIed by
Phyalc:l.ah pur.uant to th1l Subcontract Agreement In the
.event regulatory 01: third party payment: proqrams roquire
administrative and prote.sional lIlecHcal Ilervic.. pertonDed by
Physician pur.uant to this Subcontract Agreement to be billed
in the name of or on behalt of Physician, Physician hereby
. designate., authorize. and appoint. RKA as Physician/s agent
and grants RMA the powar ot attorney to bill on behalf of
Physician for all admInistrative and profooBiolllll medical
services performed by Phy.ician pursuant to this SUbcontract
Aqreement.
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9. Medical and Financial Racord$. Medical and financial records
pert:aininq to patie11ta treatad by Physioian, inc1udinq, but hot
limi~ed to, charge., x-ray til~., case hi.tories, medical raport./
fees, bil1inqs and paymen~ of foe~ .hall.remain the prop~rt~_oC.
10, 'Termination, This Subcontract /.greement may be ' : _. - ~--....
terminated prior to the oXpiration of the term, under the follo...!n..... ,~,
circumstances and in accordance with the following conditions I . ." :~.
A.Tarmination with cause. This Subcontract Agreement may b.
terminated upon thrae (3) calendar day.' written notice by RMA to
. Physician upon the occurrence ot one or more ot the follo...ing
events:
(1) Physician is not appointed as a medical staff member in
any hospital which RMA requelltB Physician to seek medioal
statf membership or if Physician is appointed to such
medical staff and Physician fails to be reappointed to that
hospital's medical staff.
(2) In the event that Physician fuils to maintain, without
restrictions, Physician'. license to practico medicine in the
Commonwealth of Pennsylvania.
(3). . It. Physioian is no longer qualified, ...ithout limitation,
to p,rticipate in the Medicare program or Medicaid program.
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(4)'" In the event that Physician is unable to qualify for
RMA'. proteesional liability ins~rancc.
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B. ~eraiDation without cau.e. RMA shall havs the right to
tewnato this Subcontract Agreement ...ithout cause upon one hundred
twenty (120) calendar daye' prior writton notico to Physician.
Physician shall have the right to terminato this Subcontract
Agreement ...ithout cause upon one hundred twenty (120) calendar days
prior written notice to RMA. In tha event that ~MA shall elect to
terminate this Subcontract Agreement, without cause, pursuant to
this Paragraph 10-B, RMA shall provido Physician w~th compensation
. as provided in this Subcontract Agreement.~ '
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D. .111~D9 aA4 Colleotion. RMA Bhall'pill all
adainistrative and profe.sional medical services ertormed by
Phydcian pursuant to thill Subcontract AgreelDt'lht In the
,event rtC]Ulatory or third party payment prO<]ralDs require
adMinistrative and prot..sion~l medical uarvic.s performed by
Physician pursuant to this Subcontract Agreement to be billed
in the name of or on behalt ot Phyuician, Phyaician hereby
designates, authorizes end appoint. RMA as Physicill.n'B aqent
and grants RKA the powor of attorney to bill on behalf of
Physician for all administrat.ive end profelluional medical
servicea pGrform,d by Phydcian purl!\Iant to this SUbcontract
Aqreement.
9. Hedical IUId pinanoial Ra,corde. Medical and financial records
pertaining to patients treated by Physioian, inc1udinq, but not
limited to, charges, x.ray films, case histories, medioal reports,
tees, billings and paymen~ of feee shall rellJain the proP4!r1;v...ol:
10, 'TermiDatioD, 'rhil9 Subcontract Agreement mey be ~ .-. _
terminated prior to the eXpiration of the term, under the follow!nq
circumstances and in accordance with the following conditionsl~,
"
.
A. Termination witb cause. This Subcontract AgreelDent may be
~erminated upon threo (3) calendar days' written notice by RMA to
. Physician upon the occurrence of one or more of the fo1lo....inq
events I
(1) Physician is not appointed as a medical staft member in
any hospital which RMA requests PhYBician to seek lDedical
staff ~embership or if Physician is appointed to such
modical staft and Phyoician fails to be reappointed to that
hospital's ~edical staff.
(2) In the evont that Physician fails to maintain, without
reat'dction., Physician's license to pro.ctice lIIedicine in the
commonwealth of Penn~ylvania.
(3) If Physioian is no longer qualified, without limitation,
to p.rticipate in the Medicare program or Medicaid program.
(4) In the event that Physicilln is unable to quality for
RMA's protoBsional liability insurance.
($ -+or~ ,no.Jn~ o-M.v k(\M.....;"...t.t.o--
B. Termination witbout Cause. RMA ohall have the right to
term.1nato this Subcontract Agreement without cause upotl one hundred
twenty (120) calendar dayn' prior writton noUcll to Physician.
Physician Bhal1 have the right to terminate this Subcontract
^qreemAnt without cause upon one hundred twanty (120) calendar days
prior written notice too RMA. In the event that RMA shall elect to
terminate thi. Subcontract Agreement, without cau.e, pureuant to
this Paragraph 10-B, RMA l!hnl1 provido Physician w~th compensation
as provided in this Subcontract Agreement.
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C. SuspeUioD of DutJ/Terainatioll Witbout cau... RMA shall have
. the right. in the event that RHA shall exercise its right to
teminate this Subcontract Aqreement without cause to .uspand
Physician and Phy.ician shall not durinq the one hundred twenty
(120) calendar day notice period provide administrative or
protel!sional medical servicell to patiento or otherwifl8. rotA shall,
during the suspension period, pay Physician all compensation due
hereunder. In the event thet RMA shall ehct to BUBPQnd Phyaioian,
ae herein provided, Physician ahall have the right, upon rive (5)
calendar days' prior written notice, to terminate this Subcontract
Agreement wheJ;Q\ollllll:! all compensation payable to Phyeioi.an lIhe-l-l
terminat.... .
D. Termination - DiSability. In the event that Physician io
unabls to fully perform Phyoician'lJ adllllnbtratlve and profellsional
medical service required purlluant to this Subcontract Agreement as
a result of illness, injury, physical impai~ent, or otherwise tor
a period of two (2) consecutive calendar month. then RMA may, at
the end ot said two (2) calendar month period, give Physician two
(2) calendar months' notice of termination whereupon this
Subcontract A9reement shall, upon the expiration of tho two (3)
calendar month notice period, be terminated.
2, Termination - De.th. This Subcontract Agreement shall be
immediately terminated upon the death of Physician.
11, Confidentiality - parents' Medioal Records. Physician shall
not reveal contents of patients' medical records to any third party
without patient's consent, except al necessary to provide
administrative and professional medical sarvices under this
Employment Agreement or as required by federal or state law.
n. proprietary Information, Except as required by law or
regulation or to provide continuing professional medical services
to a patient, Physician recognizes that Physician may heve acceSB
to certain proprietary information, including, but not limited to,
nMA plans, tincal in!ormatement, proccduros and practice, clinical
operations and discussions and actions ot RMA. Physician
acknowledges that the information constitutmJ the valuable and
unique property of RMA and agree~ not to disclose such information
for a period of three (3) years after the expiration or termination
of this Subcontract Agreement.
13. Pinancial Obligation, Physician shall not incur any financial
obligations on behalf of RMA without the prior written approval of
~.
. 14. Non-COIIIpeti tiOD. Physicllln covenants, promises and .~(
that Physician will not practice medicine, including, but no
limited to, physiatry, from a principal office location or hospital
location within a fifteen (15) lIIile radius ot RMA's principal
ottice (~124 East Trindle Road, Mechanicsbu~S (Hampden Township),
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Cl/JD.tlU"li"4J:ount:y,.li'ennSYlvaniel), or within A fitteen (15) if.u.'
ra<l1UII.\r. '~.' 1UI'f . other Or1'108 or hospital location of RMA
(specit' ..111Y inclucUnq, but. not limited to, Chalnberuburg Hospital
and Chalnber.burq ottiae looation) for a period of six (6) oalenda~
months toll owing the date of termination of this Subcontract
Agreement without the prior written consent 01' RKA. Phyeician
acknowledgea, by the exeoution ot this Subcontraot Agreement, that
this non-competition covenant by Physioian in tavor 01' RMA is an
inducoment to llMA to enter into this Suboontraot Agr8fl1llent and
l:iecause of the opportunities availablo to Physician, as It rellUlt ot'
PhYBJ.cian'u medical practice, to caUse RMA patients to become
Physician's patient upon the torm:lnation of this Suboontract
Agreement that this non-competition covenant is es.ential to RMA.
Physician aCknowledglils, by tit" execution ot this Subcontract.
Agreement, that pecuniary damages lllay not be adoquate to compen..te...
.RHA in the event that Physician shall elect to violate th4lt:"...
provisions of this Paragraph 14 and that RMA may Beek injunctiv.:!'ii:.:'.
ulief to prohibit Physician trolll vio1atinq or continuing. to~~::...
v'i-olate this non-competition COVllhlnt:. k'~:!:'
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lS. Reht1onsUp, Physician shall be It subcontracted prote8lli~1" :..-
by RMA. RMA shall be Physician's subcontractor. ~"..~" .
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1&. Assignment. Neither Physician nor RMA shall assign any
of their rights or obligations under this Subcontract Agreement.
'.
17, Entire Agraement, This Subcontract Agreement constituteu the
entire understanding between RMA and Physician and shall supersede
any previous agreementB, whether written or oral.
18. r.m.ndmenta, All amendments to this Su.bcontract Agreement,
apecitically inoluding, but not limited to, e~ten.ions or the term
and changes in Physician compensation, shall be in writing and
shall l:ie signed by both parties. This Subcontract Agreement
shall not be amended, altered or modified except in writing
signed l:iy RMA and Physician as herein lJrovided. No waiver of
rights or remedies hereunder eha11 be effective unless in writing
signed by the party charged with the waiver.
11. Governing ta.. This Sul:icontract Agreement shall l:ie governed
by and conatt'Ulid in accordance with thQ laws of the Commonwealth of
Pennlllylvania.
20. Notice.. Any notice required or permitted to be giv~n under
this Subcontract Agreement shall bo sufficient if written and hand
delivered or sent by registered mail, return receipt requested as
~ol1ows :
If to RMA:
Rehab Medicine ASSociates, P.C.
ATTN: Jay J. Cho, M.D., President
5124 East Trindle Road
Mechanicsburg, PA 17055
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~:~:~U. collected as
, ated bv Phvsioian
~~r~:n::l~ % R:~::t.\:~1l8C1ted
$10,000 or more
$9,500 - $9,999
$9,000 - $9,499
$8,500 - $8,999
$8,000 - $8,499
$7,500 - $7,999
$7,000 - $7,499
$6,500 - $6,999
$6,000 - $6,499
$5,500- $5,999
Less than $5,500
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70'
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62'
60'
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56'
15'"
52'
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4. Admitted In plrt. While It 15 admitted that during the discovery phase settlement
discussions were held. said discussions are not relevant for purposes of this Petition.
5. Defendants cannot respond to this allegation In that Plalnlllf has had the discovery documents
for nearly three (3) years and has not taken any action to conclude this case or to file an Amended
Complaint.
6. Admitted In part. Denied In part. It Is unknown whether Dr. Grill 15 available, While It 15
admllled that Dr, Cho Is available, It Is specifically and unequivocally denied that he Is a party to the
employment contract. On the contrary, the contract was signed by him as an officer of the Defendant
corporation, Defendants' office manager at the time 15 no longer employed by the corporation and there
have been other employment changes since that time. Furthermore. with the passage of time of more than
five (5) years since Plaintiff walked off the job by not showing up for work, Defendants have been prejudiced
in their ability to adequately prepare and present a defense,
7, Denied. It has been more than five (5) years since Plaintiff walked off the job and failed to
show up for work without any prior notice, It has also been nearly three (3) years since there has been any
acllvlty on this case whlcll shows a lack of due diligence on the part of the Plaintiff In failing to proceed with
reasonable promptitude, failure to show a compelling raason for the delay, and the prejudice to Defendants
due to the extended period of time In presenting a defense,
8, Denied. Defendants have no knowledge of the allegations contained In this paragraph and
they are denied and strict proof thereof demanded If relevant.
9. Admitted In part. While no Order had been formally entered to date by the Court, the
hearing on cases called for purge was conducted on October 30, 2001 and no objection was filed at that time
or prior thereto to prevent this case from being stricken.
10, Denied. Plaintiff's case should be dismissed for Inactivity and the failure of the Plaintiff to
proceed with reasonable promptitude and failing to produce a compelling reason for the delay. See Shope
gag Ie. 710 A,2d 1104 (Pa. 1998).
1l,~0"200l U:~2 FAX TIT TSl 3015
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J~MM'
YlLfIF/CA TKJN
I. JIY J Cho. M,D,. P....,d.ot of Reheb Me~lclne A~60Cleln, FI.C. do veri'}' \hat the 6talen'llnl~ m,jdll
In !he forugOlflll R.,ponee or, !rue Ind corr.ct to Ihe be.t of my knowledge Inlormetlon III"d bellet. I
IJnder6tand thlt fe'.. 'talBmlnts m.oo herein ere .ubjecllo the llonuil'O'I of ',j Pe.C13, ~49(,,4 rell!I"" 10
IJn:sworn fBlelflcatlon to eu!horiboe.
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