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HomeMy WebLinkAbout13-6906 TM' Supre Court of Pennsylvania Couxlt of Common Pleas Civil Cover- Sheet For Prothonotary Use On /y: County Docket No: The information collected on this form is used solely for court administration putposes. This form does not supplement or replace the filing and service of pleadings or other papers as required bylaw or rules of court. Commencement of Action: S ❑ Complaint Writ of Summons ❑ Petition ❑ Notice of Appeal E ❑ Transfer from Another urisdiction E] Declaration of Taking C Le Ad Plaintiff's Name: Lead Defendant's Name: T b 0 Erb I ❑ Check here if you are a Self- Represented (Pro Se) Litigant N N Name of Plaintiff /Appellant's Attorney: �.� b e Are money damages requested? : yes ❑ No Dollar Amount Requested: within arbitration limits A (Check one) outside arbitration limits Is this a Class Action Suit? ❑ Yes $ No Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Aloss Tort) CONTRACT (do not include Judgments) CIVIL APPEALS ❑ Intentional ❑ Buyer Plaintiff Administrative Agencies ❑ Malicious Prosecution ❑ Debt Collection: Credit Card ❑ Board of Assessment ❑ Motor Vehicle ❑ Debt Collection: Other ❑ Board of Elections ❑ Nuisance ❑ Dept. of Transportation S 13 Premises Liability 11 Zoning Board ❑ Product Liability (does not include ❑ Statutory Appeal: Other E mass tort) ❑ Employment Dispute: ❑ Slander/Libel/ Defamation Discrimination C ❑ Other: ❑ Employment Dispute: Other T Judicial Appeals ❑ MDJ - Landlord/Tenant I O er: ❑ MDJ -Money Judgment O MASS TORT tWA4 Of S'kd, ❑ Other: ❑ Asbestos _� gut /�•v�M� At�4M N ❑ Tobacco ❑ Toxic Tort - DES ❑ Toxic Tort - Implant RF,AL PROPERTY MISCELLANEOUS ❑ Toxic Waste ❑ Ejectment ❑ Common Law /Statutory Arbitration B ❑ Other: ❑ Eminent Domain/Condemnation ❑ Declaratory Judgment ❑ Ground Rent ❑ Mandamus ❑ Landlord/Tenant Dispute ❑ Non - Domestic Relations ❑ Mortgage Foreclosure Restraining Order PROFESSIONAL LIABLITY ❑ Partition ❑ Quo Warranto ❑ Dental ❑ Quiet Title ❑ Replevin ❑ Legal ❑ Medical ❑ Other: ❑ Other: ❑ Other Professional: Pa-R.C.P. 205.5 212010 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION Plaintiff(s) & Address(es) ROBERT J. MAURER, M.D. 290 EAST CANAL ROAD HERSHEY, PA 17033 Case No. V/ �`' 1�' Civil Term VS. Civil Action Defendant(s) & Address(es) _ ORTHOPAEDIC SURGEONS OF CENTRAL PENNSYLVANIA, LTD. r4` 550 NORTH 12th STREET LEMOYNE, PA 17043 'p. Cn r , PRAECIPE FOR WRIT OF SUMMONS :: :) TO THE PROTHONOTARY /CLERK OF SAID COURT: Issue summons in the above case Writ of Summons shall be issued and forwarded to Attorne / eriff. ea ircl hdic Date: November 20, 2 013 ignature of A torne Pri am Richard B. Drub E Address: 1135 East Chocolate Avenue, Suite 300 Hershey, PA 17033 Telephone #: 717- 533 -5406 Supreme Court ID Number: 61904 WRIT OF SUMMONS TO: ORTHOPAEDIC SURGEONS OF CENTRAL PENNSYLVANIA, LTD. YOU ARE NOTIFIED THAT THE ABOVE -NAMED PLAINTIFF ) AS/ VE C MMENCED AN ACTION .AGAINST YOU. aa 2 P n ary/ rk, Ci it Division Date: l ` by Deputy a � 1 SHERIFF'S OFFICE OF CUMBERLAND COUNTY 3L U Ronny RAnderson - JJ J . i L_ si J I kkU Sheriff , i s�i �tt�t, of i tuber fit# Jody S Smith ?013 DEC _4 PM 2* 2 Chief Deputy CUMBERLAND COIJ '' Richard W Stewart Solicitor PENNSYLVANIA� ;, E, Robert J Maurer, MD vs. Case Number Orthopaedic Surgeons of Central Pennsylvania, Ltd. 2013-6906 SHERIFF'S RETURN OF SERVICE 11/25/2013 12:17 PM - Deputy Brian Grzyboski, being duly sworn according to law, served the requested Writ of Summons by handing a true copy to a person representing themselves to be Kim Deiter-Administrator, who accepted as"Adult Person in Charge"for Orthopaedic Surgeons of Central Pennsylvania, Ltd. at 550 North 12 Street, Lemoyne Borough, Lemonyne, PA 17043. BRIAN GRZY •SKI, ro 'UTY SHERIFF COST: $46.08 SO ANSWERS, November 26, 2013 RON R ANDERSON, SHERIFF s ROBERT J. MAURER, M.D. IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY PENNSYLVANIA V. CIVIL ACTION—LAW AND EQUITY NO. 2013-6906 ORTHOPAEDIC SURGEONS OF -� CENTRAL PENNSYLVANIA, LTD: Defendant JURY TRIAL DEMANDED ` s A NOTICE TO DEFEND YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty 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 objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 S. BEDFORD STREET CARLISLE, PA 17013 (717) 249-3166 1 ROBERT J. MAURER, M.D. IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. CIVIL ACTION—LAW AND EQUITY NO. 2013-6906 ORTHOPAEDIC SURGEONS OF CENTRAL PENNSYLVANIA, LTD: Defendant JURY TRIAL DEMANDED COMPLAINT 1. Plaintiff, Robert J. Maurer, M.D. (hereinafter "Plaintiff') is an adult individual with a residence address of 290 East Canal Road, Hershey, Dauphin County, Pennsylvania. 2. Plaintiff is a physician/orthopedic surgeon, duly licensed in the Commonwealth of Pennsylvania. 3. Defendant, Orthopaedic Surgeons of Central Pennsylvania, Ltd. is a Pennsylvania Corporation with a principal place of business at 550 North 12th Street, Lemoyne, Cumberland County, Pennsylvania. 4. Defendant is engaged in the practice of orthopedic medicine. 5. Plaintiff became a shareholder and employee of Defendant in January 1998. 6. At that time, he executed an Employment Agreement, a copy of which is attached hereto as Exhibits A. 7. Also at that time, Plaintiff executed a Shareholder's Agreement which was subsequently amended and restated in September, 2007. A copy of the Amended and Restated Shareholder's Agreement is attached hereto as Exhibit B. 8. Plaintiff terminated his employment with Defendant effective December 31, 2012. 2 9. Pursuant to Paragraph 5 of the Amended and Restated Shareholder's Agreement, Defendant is required to purchase the shares of any shareholder whose employment with Defendant is terminated for any reason. See Exhibit B, Paragraph 5. 10. Defendant was required to purchase Plaintiff's shares within one hundred twenty (120) days of the termination of his employment. See Exhibit B, Paragraph 7(d). 11. Therefore, Defendant should have purchased Plaintiff s shares no later than April 30, 2013. 12. To date, Defendant has failed to purchase Plaintiffs shares. 13. Pursuant to Paragraph 6 of the Amended and Restated Shareholder's Agreement, the purchase price for the shares "shall be the greater of(i) the purchase price paid to acquire the Shares . . . or(ii) the net book value per share. . .." See Exhibit B, Paragraph 6. 14. The Agreement states that the purchase price to acquire the shares is deemed to be $30,000.00. See Exhibit B, Paragraph 6(a). 15. Accordingly, Defendant owes Plaintiff the greater of the sum of$30,000.00, or the net book value per share, plus interest from April 30, 2013. 16. Additionally, pursuant to Paragraph 16 of the Employment Agreement, Defendant is required to pay Plaintiff"eighty percent (80%) of the actual receipts of the Corporation during the six (6) month period following termination of employment attributable to services rendered to patients by [Plaintiffl." See Exhibit A, Paragraph 16(c). 17. Those receipts "shall be paid in monthly installments" as received by the Defendant. See Exhibit A, Paragraph 16(c). 3 18. That same paragraph provides that the Defendant is permitted to deduct "expenses directly attributable to" Plaintiff from the amount otherwise due to him. See Exhibit A, Paragraph 16(c) (emphasis supplied). 19. To date, Defendant has failed to pay Plaintiff any amounts attributable to the services he rendered to patients. COUNT I: BREACH OF CONTRACT (SHAREHOLDER'S AGREEMENT) 20. The foregoing paragraphs are incorporated herein by reference. 21. Pursuant to the terms of the Amended and Restated Shareholder's Agreement, Defendant owed Plaintiff the greater of the sum of$30,000.00, or the net book value per share, as of April 30, 2013, one hundred and twenty days from the termination of his employment with Defendant. 22. To date, Defendant has failed and refused to pay the sums owed. 23. Consequently, Defendant's actions are in breach of the Amended and Restated Shareholder's Agreement. WHEREFORE, Plaintiff demands that judgment be entered in his favor and against Defendant in the amount of the greater of the sum of$30,000.00, or the net book value per share, with interest from April 30, 2013, cost of suit and any other relief the Court deems just and proper. COUNT II: SPECIFIC PERFORMANCE OF SHAREHOLDER'S AGREEMENT 24. The foregoing paragraphs are incorporated herein by reference. 25. Pursuant to Paragraph 10 of the Amended and Restated Shareholder's Agreement, ...if any party to this Agreement...fails or threatens to fail to perform any act required, by this Agreement, any other party may then sue in equity for a decree of specific performance... 4 28. Defendant has failed to perform its obligations of paying Plaintiff the value of his shares as required by the Amended and Restated Shareholder's Agreement by April 30, 2013. 29. Defendant continues to refuse to comply with the terms of Amended and Restated Shareholder's Agreement. 30. Accordingly, this Court must order Defendant to specifically perform under the Amended and Restated Shareholder's Agreement by paying Plaintiff the sums owed. WHEREFORE, Plaintiff demands that judgment be entered in his favor and against Defendant in the amount of the greater of the sum of$30,000.00, or the net book value per share, with interest from April 30, 2013, plus cost of suit and any other relief the Court deems just and proper. COUNT III: BREACH OF CONTRACT (EMPLOYMENT AGREEMENT) 31. The foregoing paragraphs are incorporated herein by reference. 32. Pursuant to Paragraph 16 of the Employment Agreement, Defendant is required to pay Plaintiff"eighty percent (80%) of the actual receipts of the Corporation during the six (6) month period following termination of employment attributable to services rendered to patients by [Plaintiff]." See Exhibit A, Paragraph 16(c). 33. Those receipts "shall be paid in monthly installments" as received by the Defendant. See Exhibit A, Paragraph 16(c). 34. To date, Defendant has failed and refused to pay the sums owed. 35. Consequently, Defendant's actions are in breach of the Employment Agreement. WHEREFORE, Plaintiff demands that judgment be entered in his favor and against Defendant in the amount of eighty percent (80%) of the actual receipts of the Corporation during 5 the six (6) month period following termination of employment attributable to services rendered to patients by [PlaintiffJ, plus cost of suit and any other relief the Court deems just and proper. COUNT IV: ACCOUNTING 36. The foregoing paragraphs are hereby incorporated by reference as if fully set forth herein. 37. Defendant exercises custody and control over the books, records and accounts related to the medical practice which was the subject of the Amended and Restated Shareholder's Agreement and Plaintiff's Employment Agreement. 38. Plaintiff has no way of ascertaining the actual receipts of the Defendant corporation and the actual expenses of Defendant corporation directly attributable to Plaintiff for purposes of the calculation required by the Employment Agreement. 39. Despite Plaintiff's repeated requests for an accounting of these figures, Defendant has failed to so account. 40. Additionally, Plaintiff is entitled to an accounting in order to determine the purchase price for the shares as stated in the Amended and Restated Shareholder's Agreement. WHEREFORE, Plaintiff demands that Defendant provide an accounting and any other relief the Court deems just and proper. COUNT V: WAGE PAYMENT AND COLLECTION 41. The foregoing paragraphs are incorporated herein by reference. 42 Under the terms of the Employment Agreement, Defendant promised to pay Plaintiff wages owing to him as outlined in the Employment Agreement. 42. As of the present date, Plaintiff has not been paid the wages owed to him under the Employment Agreement. 6 43. Pursuant to the Wage Payment and Collection Law, 43 P.S. §260.1, etseq, Plaintiff is entitled to back wages. 44. Pursuant to Section 260.9a of the Wage Payment and Collection Law, Plaintiff is entitled to reasonable attorney's fees and costs. 45. Additionally, pursuant to Section 260.10 of the Wage Payment and Collection Law, Plaintiff is entitled to liquidated damages in an amount equal to twenty-five percent (25%) of the total amount of wages due. WHEREFORE, Plaintiff demands that judgment be entered in his favor and against Defendant in the amount of eighty percent (80%) of the actual receipts of the Corporation during the six (6) month period following termination of employment attributable to services rendered to patients by [Plaintiff], together with interest, costs, liquidated damages and attorney's fees incurred by Plaintiff. Respectfully Submitted, NESTICO DR , P By: Richard B. Dru y Attorney I.D. o. 6 1135 East Choc e Avenue- Suite 300 Hershey, Pennsylvania 17033 Tel: (717) 533-5406 Fax: (717) 533-5717 Dated: 02 G Attorneys for Plaintiff r ; t EMPLo YMEl!'T E1G�REEM.ENT THIS 1=h'PLOYMENT AND NON-COMPETITION AGREEMENT ("Agreement") made as of the 1st day of January, 1998, between Orthopaedic Surgeons of Central Pennsylvania, Ltd.. a Pennsylvania professional corporation, having its principal office at 99 November Drive, Camp Hill, Pennsylvania 17011 (the "Corporation"), and Robert J. Maurer, M.D. (the "Employee,,). W12: NESSETH: WHEREAS, the Corporation is engaged the practice of orthopaedic medicine; and V"HEREAS, the Employee is duly licensed to practice the profession of medicine in Pennsylvania; and -� W MREAS, the Corporation wishes to assure itself of the availability of the Physician's services and of reasonable protection against the physician's competing against the Corporation, and the Physician is willing to give such assurances in connection with the Physician's employment by the Corporation and the willingness of the Corporation to make valuable benefits available hereafter to the Physician. NOW, THEREFORE, in consideration of the mutual prom�,sn; contained herein and intending to be legally bound, the Corporation hereby agrees to employ the Employee, and the Employee hereby agrees to be employed by the Corporation, upon the following terms and conditions: 1• TERM• The original term of this Agreement shall be for a one 1 ( ) year period commencing on January 1, 1998, Upon the expiration of the initial term, thus Agreement shall automatically renew for successive additional terms of one (1) year thereafter unless either party notifies the other in writing of intent not to renew at least-six ty (60) days prior to the end of the initial or any renewal term (the initial term and any renewal term each hereinafter an "Employment Year"). Z• COMPENSATION• For the services to be rendered by the Employee, the Corporation agrees to pay Employee a salary as determined by the Board of Directors of the Corporation (the 'Board") in accordance with guidelines developed by the Board. The Employee's salary shall be paid monthly on the last Friday of each month in monthly installments. The Employee shall also be entitled to such bonuses as may be declared payable to him by the Board in accordance with guidelines developed by the Board. The Employee authorizes the Corporation to withhold from his compensation any taxes, deductions or other sums which the Corporation may be required by law to withhold. 3. BENEFITS. The Employee shall be a participant in the various employee pension, profit sharing, health insurance and other plans and programs established and maintained by the Corporation from time to time for other employees similarly situated, subject to participation requirements and other terms and conditions of each such plan as they may exist from time to time. 4• MAI-PRACTICE IXT3 T 7D A11-TCE. The Corporation shall, at its expense, carry or provide for professional liability insurance covering Employee against malpractice, in such Primary amounts and with such excess limits coverage as the Corporation deems reasonable. Such insurance shall be carried or provided on an occurrence basis_ Any liability in excess Of such coverage shall be the responsibility of the Employee. 5. VACATION- CONTINUING EDUCATION. The Employee shall be entitled to eight (8) weeks of time off with pay in each Employment Year, or such greater Iength of 2 time as may be approved from time to time by the Board, to be used in Employee's discretion for vacation and/or continuing education_ The specific dates of the Employee's vacations shall be mutually agreed upon by the Employee and the Corporation and shall not include any holidays made available by the Board. Up to five (5) vacation days unused at the end of any Employment Year may be carried over and used in the next Employment Year; provided, that the Employee shall not be entitled to any compensation for unused vacation days. Attendance at medical conventions or seminars shall be scheduled in advance with, and approved at the discretion of, the Board_ The Corporation agrees to pay the Employee's actual expenses in attendance at such professional meetings or such post graduate seminars evidenced by invoices, vouchers, or such other documentation as required by the Board. b• OFFICE SPACE SL'PFi,IES Aivn !z-T':;-nORT SERVICES. The Corporation shall provide office space for the Employee's use in performing services and shall pay all reasonable expenses in connection therewith, including, without limitation, the cost of supplies, medicines, equipment and the services of nurses and secretaries as are reasonably necessary in the judgment of the Corporation for the performance by the Employee of the Employees duties under this Agreement, 7. EXPENSE 1MB C -MENT. The Employee shall be entitled to be reimbursed by the Corporation for expenses incurred by the Employee in the furtherance of the Corporation's business, as the Board may, in its sole discretion, determine to be reimbursable expenses. For any expense to be reimbursable, the Employee shall be required to maintain such records and account to the Corporation in such manner as may be required 1 3 under the current provisions of the Internal Revenue Code and any regulations adopted thereunder. 8. EMPLOYEE SERVICES. (a) The Employee agrees to (i) comply with the medical philosophies and policies of treatment and patient care, as well as all operational and administrative policies, set forth by the Board; (ii) to carry out in a diligent manner the instructions and duties as assigned by the Board; and (iii) to behave in an ethical, moral and professional manner in keeping with the Employee's position hereunder. (b) Without limiting the generality of the foregoing Subparagraph 8(a), the Board shall have: (i) final authority over the acceptance or refusal of any patient, and ^ over the amount of the fee to be charged to and acceptea from any patient for professional or other services; (ii) the right to allocate patients among its physician-employees, including the Employee, with due regard to the source and preference of the Employee and the specialties, skills and workload of the Employee and the Corporation's other physician- employees; (iii) the right to determine the days and hours when its physician- employees, including the Employee, shall perform their duties, including making themselves available for emergency patient calls in the evening and night hours and on weekends and holidays, all according to an equitable schedule; 4 (iv) the right to assign and reassign its physician-employees, including the Employee, to one or more practice locations where patients are to be diagnosed and treated and other services are to be rendered; and (v) the right to determine whether or not its physician-employees, including the Employee, shall be participating physicians in any governmental or third-parry payor program or managed health care program or system relating to the services to be provided by the Corporation or its physician-employees, including the Employee. Notwithstanding the foregoing, without the Employee's consent, the Employee shall not be required to render services or perform duties hereunder which are not reasonably consistent with the Employee's skill and education and customary for the Employee's position as a physician-employee of the Corporation, and no duties or constraints of any kind shall be unposed upon the Employee which would require the Employee to v..1ate &,c ethics of the medical profession or any law or regulation. (c) During the term of this Agreement, the Employee shall devote his full time, attention and efforts to the practice of medicine specializing in orthopaedic surgery with and under the direction of the Corporation and shall not be directly or indirectly involved in any other medical practice or any other occupation without the prior written consent of the Corporation; provided, however, that upon reaching sixty (60) years of age the Employee may give the Board written notice of the Employee's intention to work on less than a full time basis, including limiting the Employee's hours to be on call (such status hereinafter referred to as a "Reduced Status Employee"). The number of hours worked by a Reduced Status Employee, the Reduced Status Employee's compensation, and any reduction in the 5 ^ overhead allocated to a Reduced Status Employee, shall be determined by the Board in its discretion. All fees generated by the Employee shall be fixed, billed, collected and remind by the Corporation as the sole property of the Corporation unless otherwise agreed by the Corporation in writing, (d) At all times during the term of his employment hereunder, the Employee shall: (i) maintain an unrestricted license to practice medicine in the Commonwealth of Pennsylvania, maintain good standing with the Medical Board of Pennsylvania and obtain and maintain board certification in orthopaedic medicine; (ii) maintain a Federal DEA number without restrictions; (iii) obtain and maintain hospital and other appropriate health care raciiiry medical staff membership and clinical privileges as determined by the Lard; (iv) obtain and maintain approved status in all managed health care networks and delivery systems in which the Corporation participates; (v) maintain good reputation and standing in the community; (vi) maintain eligibility for insurance under the professional liability Policy or policies covering the Corporation; and (vu) obtain annually the continuing medical education credits required to maintain the Employee's license to practice medicine in the Commonwealth of Pennsylvania, medical staff privileges required hereunder, and board certification. 9. PROFESSIONAL ASSOCIATIONS. The Employee shall apply to and become a member or those professional associations designated by the Board and shall 6 continue such memberships during the term of this Agreement unless otherwise directed by the Board. The Employee may also join any other society or association which further enhances the Employee's skill or clinical competence. The annual dues for any such membership shall be paid by the Corporation. The Employee shall be allowed reasonable leave time, as determined by the Board in its discretion, with pay to perform his duties as an elected or appointed officer or representative of a medical organization or society, if necessary for conducting the official business of the organization or society. Any such leave shall be in addition to the vacation and continuing education leave allowed hereunder. 10. DISABILITY. If the Employee is disabled by reason of illness, accident, or other cause beyond his control such that the Employee is completely unable to perform the substantial and material duties of the practice of orthopaedic medicine on a regular, continuing and sustained basis (a "Complete Disabiliry"), he shall receive his full monthly salary and benefits during the first three (3) months of such Complete Disability. For the next succeeding three (3) months of such Complete Disability, the Employee shall, after deduction for any expenses directly attributable to the Employee, receive eighty percent (80%) of the actual receipts of the Corporation during such period attributable to services rendered to patients by the Employee prior to such Complete Disability, which receipts shall be paid in monthly installments as received by the Corporation. After such period, any additional compensation shall be at the discretion of the Board. The Board may require that prior to any payment of continuing compensation hereunder for a Complete Disability, a determination of the disability or incapacity, and the expected duration thereof, be determined and certified by the Employee's attending physician. Any dispute as to disability 7 shall be settled by submitting said dispute to binding arbitration before an arbitrator selected by the American Arbitration Association. 11. RECORDS. (a) The Employee shall keep complete, full and accurate medial records of all services performed by him for the Corporation's patients. The Employee shall also timely complete any reports, forms, medical records, discharge summaries or other instruments and perform any other acts which may be necessary in order that fees for his services may be collected by the Corporation and for maintenance of staff privileges as required under Subparagraph 8(d) hereof. (b) In the event that the Employee fails to fulfill his obligations under Subparagraph 11(a), the Board may in its discretion elect to defer all or some portion of the Employee's compensation required to be paid hereunder until such time as the Employee is in full compliance with the Employee's obligations under Subparagraph 11(a). If three instances of noncompliance occur, the Board in its discretion may, in addition to deferring all or some portion of the Employee's compensation, assess a nonrefundable monetary penalty against the Employee in an amount equal to ten percent (10%) of the Employee's monthly salary or such greater amount as the Board determines is warranted under the circumstances. Any monetary penalty so assessed will be offset by the Corporation against any compensation payable to the Employee. If a fourth instance of noncompliance occurs, the Corporation may terminate the Employee for cause pursuant to Subparagraph 15(b), subject to the thirty (30) days notice required therein and the Employee's opportunity to correct the noncompliance within said thirty (30) day period. 8 ^ 12. PATIENT LISTS AND FILES. Persons treated by the Employee under this Agreement shall be patients of the Corporation. The Employee shall not be deemed to have any personal contractual relationship v4th such persons. All files, records and documents pertaining to clients or patients of the Corporation or to professional services rendered by the Employee and all business records pertaining to such services shall belong to and remain the property of the Corporation. All fees, accounts receivable and other remuneration arising from professional services rendered by the Employee in accordance with this Agreement shall be the property of the Corporation and are hereby assigned and shall be paid to the Corporation. 13. CONFIDENTIAL INFO MATION. (a) The Employee recognizes and acknowledges that, in the course of the Employee's employment by the Corporation, the Employee will acquire information concerning the Corporation which is confidential or proprietary and the disclosure of which would cause irreparable injury to the Corporation and would impair its good will and competitive position. The Employee shall keep confidential, and shall not disclose to any Person not employed by the Corporation unless authorized to do so by the Corporation or unless otherwise required by law or by medical ethics, all information which is not in the public domain, including, without limitation, information concerning the assets, liabilities, operations, marketing, pension or other benefit plans, revenues, expenses and/or prospects or other business or financial information of the Corporation (couectively the "Confidential Information"). The obligation created by this Paragraph 13(a) shall continue after any 9 K termination of the employment of the Employee by the Corporation, regardless of the reason for such termination. (b) Upon the termination of the Employee's employment hereunder, regardless of the reason for such termination, the Employee promptly shall deliver to the Corporation, without the necessity of dcmand being made therefor, all originals and copies of documents, written materials, records, photographs and other tangible objects, and all computerized information, constituting or containing Confidential Information. 14. INJUNCTIVE AND OTHER RELIEF: LIOUIDATED DAMAGES. (a) The Employee acknowledges that it would cause the Corporation serious and irreparable injury and cost if the Employee were to breach any of the obligations contained in Paragraph 13 hereof. In the event of a breach by the Employee of the terms of this Agreement, the Corporation shall be entitled, if it shall so elect, to institute legal proceedings to obtain damages for any such breach, or to enforce the specific performance of this Agreement by the Employee and to enjoin the Employee from any further violation of this Agreement and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by law. The Employee acknowledges, however, that the remedies at law for any breach by the Employee of the provisions of the Agreement may be inadequate, and that the Corporation or any other member of the Corporation shall be entitled to injunctive relief against the Employee in the event of any breach, whether or not the Corporation may be entitled to recover damages hereunder. (b) It is the intention of the parties that the provisions of Paragraph 13 hereof shall be enforceable to the fullest extent permissible under applicable law, but that the 10 ^ unenforceability (or modification to conform to such Iaw) of any proz'ision or provisions hereof shall not render unenforceable, or impair, the remainder thereof. (c) If the Corporation prevails in a proceeding for damages or injunctive relief related to W the Employee's breach of the obligations provided in Paragraph 13 hereof, or (ii) the Employee's termination for cause under Paragraph 15(b) hereof, the Employee agrees that the Corporation, in addition to any other relief to which it may be entitled, shall be entitled to reimbursement of reasonable attorneys' fees, costs and the expenses of litigation incurred by the Corporation in securing the relief granted by the court. 15. TERMINATION. (a) This Agreement may be terminated by either party without cause upon sixty (60) days written notice one to the other. ~ (b) The employment of the Employee iereunder may be terminated by the Corporation at any timc, upon thirty (30) days writtcn notice, upon a determination by the Corporation of the Employee's dishonesty, disloyalty, refusal or inability to perform the Employee's duties hereunder in good faith and to the best of the EmpIoyee's ability, including the resignation by the Employee of the Employee's emplo)Ment hereunder at a time or in a manner not permitted by the Agreement or for any other material breach of this Agreement by the Employee. Any action by the Corporation to terminate the employment of the Employee pursuant to this subparagraph (b) shall be effective only upon a unanimous vote of the Board, excluding the Employee who shall not participate in such vote if a member of the Board. I1 (c) Upon the death of the Employee, this Agreement shall terminate upon satisfaction of the remaining obligations of the Corporation and the Employee's estate hereunder. (d) The Board in its sole discretion may termmatc the Employee's employment immediately upon the W Employee's Complete Disability for a period in excess of six (6) months., provided, however, that if the Employee is able to perform some of functions of the job, the Employee may request that the Corporation permit the Employee to continue his employment as a Reduced Status Employee with any such request to be approved or rejected by the Board in its sole discretion, (ii) loss by Employee of his license to practice medicine in the Commonwealth of Pennsylvania or (iii) loss by Employee of medical staff privileges required under Subparagraph 8(d) hereof. (e) Upon termination of the Employee's employment hereunder for any reason, the Employee shall reimburse the Corporation for any unearned prepaid expenses or compensation not otherwise reimbursable to the Corporation %rithin fifteen (15) days after demand by the Corporation for such reimbursement. Prepaid expenses shall include all items paid in advance by the Corporation on behalf of the Employee, including employee benefit premiums (such as any professional liability, health, life and disability insurance premiums), (f) The provisions of Paragraphs 13 and 14 hereof shall survive termination of this Agreement. 16. COMPENSATION CONTINUATION. Following termination of employment hereunder, and subject to the Corporation's right to offset any amounts owed by the n 12 Employee to the Corporation, there shall be paid to Employee or his estate as the case may be: (a) Accrued compensation to date of termination; (b) Any unpaid discretionary bonus authorized or declared prior to termination; (c) So long as Employee's employment is not terminated pursuant to Subparagraphs 15(b) or 15(d), the Employee shall receive as termination pay, after deduction for any expenses directly attnbutable to the Employee, eighty percent (80%) of the actual receipts of the Corporation during the six (6) month period following termination of employment attributable to services rendered to patients by the Employee prior to such termination, which receipts shall be paid in monthly installments as received by the Corporation. 17. NOTICES. All notices, requests, consents and other communications which may or are required to be given under or with respect to this Agreement shall be in writing, shall be given either by personal delivery (including overnight courier) or by mail, facsimile transmission or similar means of communication, and shall be deemed to have been given or made when personally delivered, and otherwise when received, addressed to the respective parties as follows: (a) If to the Corporation: Orthopaedic Surgeons of Central Pennsylvania, Ltd. 99 November Drive Camp Hill, PA 17011 Fax: (717) 761-6860 ti 13 with a copy to: Eckert Seamans Cherin & Mellott One South Market Square Building 213 Market Street Harrisburg, PA 17101 Attention: Christopher M. Cicconi, Esq. Fax: (717) 237-6019 or to such other address as the Corporation may from time to time designate by notice to the Employee given in accordance with the requirements of this Paragraph 17 with respect to future notices and other communications to the Corporation. (b) If to the Employee: Robert J. Maurer, M.D. 290 East Canal Road Hershey, PA 17033 or to such other address as the Employee may from time to time designate by notice to the Corporation given in accordance with the requirements of this Paragraph 17 with respect to future notices and other communications to the Employee. IS. BINDING EFFECT. This Agreement shall be binding upon the respective heirs, successors, assigns, executors and administrators of the parties. 19. SEVER.ABILITY. The invalidity or unenforceabiliry of any provision hereof shall in no way affect the validity or enforceability of any other provision. 20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania. ftN 14 21. AID'$ — --`NTS WAIVERS ETC. No amendment of any provision of this Agreement, and no postponement or waiver of any such provision or of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless such amendment, postponement or waiver is in writing and signed by or on behalf of the Corporation and the Employee. No such amendment, postponement or waiver shall be deemed to extend to any prior or subsequent matter, whether or not similar to the subject-matter of such amendment, postponement or waiver. 22. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties hereto and supersedes any prior written or oral agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein. IN )&7TN'FSS ';NT EREOF, the parties herr:o JIM caused this Agreement to be executed the day and year first above written. ATTEST. ORTHOPAEDIC SURGEONS OF CENTRAL PENNSYLVANIA, LTD. Secretary Y' President WITNESS: EMPLOYEE: Mn � Robert J. our 149903.2 15 �x �i � , f 3 AMENDED AND RESTATED SHAREHOLDERS'AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDERS'AGREEMENT(this "Agreement"), is made as of this 12th day of September,2007 but effective for all purposes as of September 1,2007 by and among Orthopaedic Surgeons of Central Pennsylvania,Ltd.,a Pennsylvania professional corporation with its principal place of business at 550 North Twelfth Street,Lemoyne,Pennsylvania 17043 (the "Corporation") and Craig W. Fultz,M.D.,Robert J Maurer,M.D.,John S.Rychak M.D. and Eric M. Katz D. O. (each of the foregoing individuals and all other persons subsequently joining in this Agreement as owners of shares of the Corporation's capital stock, being hereinafter referred to individually as a "Shareholder"and collectively as the"Shareholders"); WITNESSETH: WHEREAS,the Corporation's shareholders entered into that certain Shareholders' Agreement dated January 1, 1999,which was amended by that certain First Amendment to Shareholders' Agreement dated April 1, 1998 (together, the"Original Shareholders' Agreement"); and WHEREAS,the Shareholders desire to amend and restate the Original Shareholders'Agreement pursuant to this Agreement; and bequeath, encumber, pledge,alienate, hypothecate,or otherwise transfer or dispose of a VPHEREAS, on the date of this Agreement, the Shareholders are the holders of all of the issued and outstanding shares of capital stock of the Corporation in percentages set forth on Schedule"A".attached hereto; and WHEREAS, the Corporation and the Shareholders,among other things,desire to impose restrictions on the transferability of shares of the Corporation's capital stock pursuant to the terms and conditions hereof: NOW, THEREFORE, in consideration of the mutual promises made herein,and intending to be legally bound, the parties hereby agree as follows: 2007. 1. Effective Date. This Agreement shall be effective as of September 1, 2. Scot This Agreement shall apply to any and all shares of capital stock of the Corporation that are held by a Shareholder(collectively,the "Shares"),whether now held or hereafter acquired by any Shareholder. 3. Restriction on Transfer. No Shareholder shall assign,sell, exchange, give, bequeath,encumber, pledge, alienate, hypothecate or otherwise transfer or _ dispose of such Shareholder's Shares or any beneficial interest therein (any such transfer or disposition being hereinafter referred to as a "Transfer")except as expressly permitted by this Agreement. The Corporation shall not honor or give effect on the books of the Corporation to any Transfer of any Shares until it is z91%6 to any Transfer of any Shares until it is satisfied that the requirements of this Agreement have been met. 4. Restrictive Endorsement. Each certificate for Shares shall bear on its face the foDowing notation: The holder's power to transfer this stock is limited by an agreement among the Corporation and its shareholders, a copy of which (together with any amendments to the agreement) is on file at the principal office of the Corporation. 5. Termination of Employment Any Shareholder whose employment with the Corporation is terminated (for any reason whatsoever)shall sell and the Corporation shall purchase all of his Shares within one hundred twenty(120) days after such termination at the price described in Section 6 with payment to be made for the Shares in accordance with the provisions of Section 7. 6. Price of Shares. (a) Purchase Price. Subject to Subsection 6(b) below,the price at which Shares are required to be offered for sale and purchased under the provisions of this Agreement shall be the greater of(i) the purchase price paid to acquire the Shares by the Shareholder as reflected in the records of the Corporation,or(ii)the net book value per share determined under Subsection 6(b) below multiplied by the number of Shares to be purchased to determine the book value of said Shares as of December 31"of the year preceding the triggering event(the"Purchase Price"). For purposes of this Agreement,the purchase price paid by each of the undersigned Shareholders to acquire the Shares shall be deemed to be Thirty Thousand and 00/100 Dollars ($30,000.00). (b) Calculation. The net book value per share for purposes of this Section 6 shall be calculated on the cash basis of accounting, excluding from such calculation the accounts receivable of the Corporation, by the Corporation's certified public accountants or by another accounting firm selected by the Corporation, if the Corporation's regularly retained accountants are unable or unwilling to perform such calculation,as of the date of the event giving rise to the obligation to purchase and sell a Shareholder's Shares. 7. Payment of Purchase Price The Purchase Price for the Shareholder's Shares to be purchased by the Corporation or the other shareholders shall be paid as follows: -2 - (a) Payment at Settlement On the Settlement Date, the Corporation or other Shareholders as applicable shall pay by certified or cashier's check an amount equal to one-fifth (115) of the Purchase Price(the "Initial Amount"); provided, however,that if the Purchase Price remaining is no more than Ten Thousand and 001100 Dollars ($10,000.00),said balance shall be paid in full on the Settlement Date_. (b) Debt Adjustment Amount So long as the Physician's employment is not terminated pursuant to Subsections 15(b) or 15(d) of his employment agreement, the Physician shall receive as termination pay based on the physician employment agreement as stated in Section 16 (c), after deduction for any expenses directly attributable to the Physician including the Debt Adjustment Amount,eighty (80°/.) of the Physician's individual actual receipts during the six(6)month period following termination of employment to be paid in monthly installments as received by the Corporation . For purposes of this Agreement,the"Debt Adjustment Amount"shall be calculated as of the Settlement Date(as defined below) by taking the total amount of the Corporation's outstanding financial institution debt(which on the date hereof shall include any debt provided for under that certain Promissory Note made by the Corporation for the benefit provided of PNC Bank dated October 2006 in the amount of$300,000 (collectively,the"Debt Obligation") and then applying that percentage which corresponds with such Shareholder's percentage interest in the Corporation to the Debt Obligation. Based on the financial viability of the Corporation at the time of Settlement, the Board of Directors may at its sole discretion waive the Debt Adjustment Amount from the Settlement calculation, but only if the Shareholder departs the Corporation due to death, disability(as defined under the Physician's employment agreement) or retirement. (c) Payment of Remaining Balance The balance remaining after the Initial Payment shall be paid by the Corporation to the Shareholder in six(6) equal monthly installments of principal,without interest.Monthly payments of principal shall begin one month from the Settlement Date and shall continue on the same day of each month thereafter for the next five(5)succeeding calendar months until paid in full. The Corporation may prepay the outstanding principal balance at any time. If the Corporation fails to make any payment of principal when due,it shall be in default and, at the election of the Shareholder, the outstanding principal balance shall become immediately due and payable. (d) Settlement Date. As used in this Agreement, "Settlement Date"means that date(i) in the case of a purchase of Shares as the result of the death, disability or bankruptcy of a Shareholder, One Hundred Eighty (180) days after the date of death, disability or bankruptcy; and (ii) in the case of any other purchase of Shares, One Hundred Twenty (120) days after the event giving rise to the obligation to purchase and sell; provided,however, that if the Settlement Date shall in either case fall on a Saturday,Sunday or holiday, the Settlement Date shall be the next succeeding regular business day. - 3 - (e) Surrender of Share Certificates On the Settlement Date, the Shareholder shall deliver to the Corporation certificates for the Shares purchased by the Corporation, duly endorsed for transfer,together with all documents necessary to transfer such stock. (1) Surplus Legally Insufficient to Make Payment. If at any time the Corporation is required to make payment of the Purchase Price of a Shareholder's stock, and its surplus is legally insufficient for such purpose, (i) the entire amount available as surplus shall be paid on account, and (ii) the Corporation and the Shareholders shall promptly take all action necessary and proper under applicable law to increase the Corporation's capital available for the purchase of its stock to permit the payment of the balance in accordance with the provisions of this Agreement. S. Issuance of Additional Shares. The Corporation covenants that it shall not issue additional shares of its capital stock or reissue shares of its capital stock now or hereafter held as treasury stock to any person without the unanimous written consent of the Shareholders and unless and until such person has agreed in writing to be bound by this Agreement and has become an additional party hereto. 9. Pledge for Company Debt Notwithstanding anything to the contrary contained in Section 3, any Sharebolder may,with the prior written o consent of the Board f Directors of the Corporation,pledge all or part of his Shares or any interest therein as security for indebtedness incurred by the Corporation or as security for his personal guarantee of such indebtedness. 10. Equitable RelieL The parties recognize that this Agreement is of great importance for the protection of the existing and future interests of the Shareholders and the Corporation, that the Shares are closely held and are not for sale in the open market, and that this Agreement therefore relates to property,which is of a unique and unusual nature. Therefore, if any party to this Agreement performs or threatens to perform any act prohibited, or fails or threatens to fail to perform any act required, by this Agreement, any other party may then sue in equity for a decree of specific performance or an injunction or restraining order or other appropriate equitable relief to enforce the terms of this Agreement. Each P- rty hereby(i) consents to in personwn jurisdiction in the Court of Common Pleas of Dauphin County, i i Pennsylvania;equity y ' (ii)waives all defenses to any such suit in a q ty(including without limitation the defense that there is an adequate remedy at law); (iii)waives all defects in such equitable proceedings; and (iv) releases all claims for damages by reason of such proceedings. 11. Non-Competition (a) Consideration. Each Shareholder acknowledges that the new provisions set forth in this Agreement(including, but not limited to, those pertaining to the Debt Adjustment Agreement and the collective restrictions on competition set forth herein) constitute real and adequate consideration in exchange -4- for each Shareholder's agreement to the restrictive covenants set forth in this Section 11. (b) Restrictive Covenant. Each Shareholder expressly covenants, promises and agrees that during his ownership of the Shares and for a period of two (2)years thereafter(the"Restricted Period"), he shall not, either as a principal,or on behalf of, or in connection with, any other person,firm, partnership,company or corporation,either as an agent,employee, partner, officer, director,consultant,or in any other capacity, directly or indirectly,engage in Restricted Activity. For purposes of this Section 11, "Restricted Activity" shall be defined as performing those duties and services, customary and typical of an orthopaedic surgeon,within twenty-five(25) miles of the Corporation's principal place of business located at 550 North 12x'Street,Lemoyne,Pennsylvania 17043. (c) Non-Solicitation. Each Shareholder expressly covenants and agrees that they shall not, individually or collectively,solicit or otherwise interfere with the Corporation's relationship with any of its Active Patients during the term of this Agreement and for the Restricted Period following the termination of this Agreement. The term "Active Patients" for this purpose shall mean any patient for whom treatment(including consultations)was rendered during the twelve (12) month period immediately prior to the Settlement Date. Each Shareholder further expressly covenants and agrees that they shall not hire,solicit,or otherwise interfere with the employment relationship between the Corporation and any of its employees during the term of this Agreement and for the Restricted Period following the termination of this Agreement. (d) Exemption. if a Shareholder has provided at least a one year written notice not to renew his or her employment agreement, the non-competition provisions set forth in this Subsection 11(b) shall not apply to such Shareholder. (e) Reasonableness. Each Shareholder acknowledges that the restrictive covenants contained in Subsection 11(b)above are reasonable under the circumstances,and are necessary to protect the interests of the Corporation. 12.Notices. All notices, offers, acceptances and other communications required or permitted to be given hereunder shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested,with postage prepaid, to the principal office of the Corporation,when addressed to the Corporation, or to the address of a Shareholder appearing on the Corporation's books and records,when addressed to such Shareholder. 13. Termination. This Agreement may be terminated with the approval of the holders of two-thirds(2/3) of the Shares,and such termination shall be effective thirty(30) days after notice thereof has been given to each Shareholder and the Corporation. 14. Resignation as Director and Officer. If any party to this Agreement ceases to be a Shareholder, such party shall be deemed to have tendered his - 5 - - positions he may hold as a director or officer of the Corporation, effective as of the date on which he ceases to be a Shareholder. 15. Remedies Cumulative. Any specific right or remedy set forth in this Agreement,whether legal, equitable or otherwise,shall not be exclusive but shall be cumulative with all other rights and remedies granted under this Agreement or permitted under applicable legal or equitable principles. 16. Effect of Waiver. Any party to this Agreement may waive any provision of this Agreement or forgive any breach of this Agreement by any other party.Any such purported waiver or forgiveness: (i) shall be ineffective unless it is in writing and signed by the party to be bound; (ii)shall not in any event constitute a waiver or forgiveness by any other party; and (iii)shall not preclude the waiving or forgiving party from declining to grant a similar waiver or to forgive a similar breach with respect to any past or future occurrence. 17. Headings, Section headings in this Agreement are included for convenience only and shall not constitute part of this Agreement for any other purpose. 18. Construction. In construing this Agreement,the singular shall be deemed to include the plural and the plural shall be deemed to include the singular,and each gender shall include all genders. 19. Severability. If any provision in this Agreement,or the application thereof under certain circumstances,is held to be invalid, then the remainder of this Agreement,or the application of such provision under other circumstances,shall not be affected thereby. 20. Entire Agreement. This Agreement contains the entire agreement of the parties concerning the subject matter hereof, and there are no promises or understandings relating to such subject matter(and not expressed herein) that have been made as an inducement to the execution of this Agreement or otherwise.Any and all prior agreements among the parties hereto with respect to the Shares,whether written or oral,are hereby revoked. 21. Governing Law. This Agreement shall be deemed to have been made in Pennsylvania and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 22. Execution. This Agreement may be executed in any number of counterparts, all of which taken together shall be deemed one original. 23. Binding Effect. This Agreement shall be binding on and insure to the benefit of each of the parties hereto and their respective successors,assigns, heirs and personal representatives. - 6 - [SIGNATURE PAGE FOLLOWS IMMEDIATELY] - 7 - IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed under seal as of the date first set forth above. ORTHOPAEDIC SURGEONS OF CENTRAL PENNSYLVANIA, LTD. ATTE WITNESS: SHAREHOLDERS: g W. Fultz,M.D. <=1- 16=� John S.Rychak,M.D. Robert J. Maurer,M.D. Eric M. Kutz D.O. - 8 - Schedule "A" Ownership Percentages Craig W.Fultz,M.D 25% John S. Rychak,M.D. 25% Robert J.Maurer,M.D. 25% Eric M.Kutz,D.O. 25% VERIFICATION I,Robert J. Maurer,M.D., verify that the statements made in the foregoing document are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities. Date: l `� "/y �✓(�e �/ zvc --�. Robert J. Maurer,M.D. ,Q CERTIFICATE OF SERVICE I, Richard B. Druby, Esquire, of the law firm of Nestico Druby, PC, hereby certify that on the 4 day of ��OxV , 2014, a copy of the foregoing document was sent via First Class U.S. Mail, postage paid, to the following: Christopher Cicconi, Esquire STEVENS & LEE 17 North Second Street 16th Floor Harrisburg, PA 17101 ichard B. Drub 9 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ROBERT J. MAURER, M.D., Plaintiff : CIVIL ACTION — LAW AND EQUITY v. : No. 2013-6906 ORTHOPEDIC SURGEONS OF CENTRAL : PENNSYLVANIA, LIMITED, Defendant : JURY TRIAL DEMANDED NOTICE TO PLEAD TO: Richard B. Druby, Esquire Nestico Druby, P.C. 1135 East Chocolate Avenue, Suite 300 Hershey, PA 17033 cz You are hereby notified to file a written response to the enclosed new matter within twenty (20) days from service hereof or a judgment may be entered against you. STEVENS Mavdit 2 Date: Es.li.o uary , 2014 By SL1 1285530v1 107629.00001 Mark D. adsh , Esquire Attorney I.D. No. 61975 17 North Second Street, 16th Floor Harrisburg, PA 17101 (717) 255-7357 (610) 371-7362 (facsimile) mdb@stevenslee.com Attorney for Defendant, Orthopedic Surgeons of Central Pennsylvania, Limited IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ROBERT J. MAURER, M.D., Plaintiff : CIVIL ACTION — LAW AND EQUITY v. : No. 2013-6906 ORTHOPEDIC SURGEONS OF CENTRAL : PENNSYLVANIA, LIMITED, Defendant : JURY TRIAL DEMANDED ANSWER WITH NEW MATTER AND COUNTERCLAIMS AND NOW comes Defendant, Orthopedic Surgeons of Central Pennsylvania, Limited, and makes the following Answer with New Matter and Counterclaims to Plaintiffs Complaint, stating in support thereof as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. 6. Admitted. By way of further answer, during the term of Plaintiff s employment and thereafter, he committed numerous material breaches of the Employment Agreement, as set forth in greater detail herein. 7. Admitted. By way of further answer, during the period of his employment and thereafter, he committed numerous material breaches of the Shareholders' Agreement as amended and restated, as set forth in greater detail herein. 8. Admitted. SLI 1285530v1 107629.00001 9. Denied. The averments of paragraph 9 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 9 constitute legal conclusions requiring no responsive pleading. 10. Denied. The averments of paragraph 10 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 10 constitute legal conclusions requiring no responsive pleading. 11. Denied. The averments of paragraph 11 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 11 constitute legal conclusions requiring no responsive pleading. 12. Admitted with clarification. It is true that the purchase of Plaintiff's shares has not yet occurred. However, the delay is of Plaintiff's own making, and Defendant bears no responsibility therefore, as set forth in greater detail herein. 13. Denied. The averments of paragraph 13 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 13 constitute legal conclusions requiring no responsive pleading. 14. Denied. The averments of paragraph 14 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 14 constitute legal conclusions requiring no responsive pleading. 15. Denied. The averments of paragraph 15 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 15 constitute legal conclusions requiring no responsive pleading. By way of further answer, Plaintiff has been furnished information from Defendant's accountant demonstrating that 2 SL1 1285530v1 107629.00001 the net book value per share is less than $30,000. The delay in consummating the purchase of Plaintiff s shares is apparently due to his refusal to accept the accuracy of this information. 16. Denied. The averments of paragraph 16 seek to characterize the content of a written agreement, which agreement speaks for itself By way of further answer, the averments of paragraph 16 constitute legal conclusions requiring no responsive pleading. 17. Denied. The averments of paragraph 17 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 17 constitute legal conclusions requiring no responsive pleading. 18. Denied. The averments of paragraph 18 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 18 constitute legal conclusions requiring no responsive pleading. 19. Admitted with clarification. It is true that Plaintiff has not yet been paid for the services he rendered to patients. However, the delay is of Plaintiff's own making and Defendant bears no responsibility therefore, as set forth in greater detail herein. By way of further answer, Plaintiff has been provided an accounting of revenues received by Defendant together with offsets for expenses directly attributable to Plaintiff, yet he apparently refuses to accept the accuracy of these calculations. COUNT I — BREACH OF CONTRACT (SHAREHOLDER'S AGREEMENT) 20. The responsive averments of paragraphs 1 through 19 are incorporated by reference as though set forth in full herein. 21. Denied. The averments of paragraph 21 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 21 constitute legal conclusions requiring no responsive pleading. By way of further answer, Plaintiff has been furnished information from Defendant's accountant demonstrating that 3 SLI 1285530v1 107629.00001 the net book value per share is less than $30,000. The delay in consummating the purchase of Plaintiff shares is apparently due to his refusal to accept the accuracy ofthis information. 22. Admitted with clarification. It is true that the purchase of Plaintiff s shares has not yet occurred. However, the delay is ofPlaintiff's own making, and Defendant bears no responsibility therefore, as set forth in greater detail herein. 23. Denied. The averments ofparagraph 23 constitute legal conclusions requiring no responsive pleading. To the contrary, it is Plaintiff who has breached the Shareholders' Agreement as set forth herein. WHEREFORE, Defendant respectfully demands judgment in its favor and against Plaintiff, together with costs of this action, and such other and further relief as the court deems appropriate. COUNT 11— SPECIFIC PERFORMANCE OF SHAREHOLDER'S AGREEMENT 24. The responsive averments oyparagraphs 1 through 23 are hereby incorporated by reference as though set forth in full. 25. Denied. The averments of paragraph 25 seek to characterize the content ofu written agreement, which agreement speaks for itmo\f. By way of further answer, the averments of paragraph 25 constitute legal conclusions requiring no responsive pleading. 26. There are no allegations numbered 26 in Plaintiff's Complaint. 27. There are no allegations numbered 27 in Plaintiff's Complaint. 28. Denied. The averments nf paragraph 2W seek to characterize the content ofa written agreement, which agreement speaks for itself. By way of fiirther answer, the averments of paragraph 28 constitute legal conclusions requiring no responsive pleading. 4 8U 1285530v1 107629.00001 29. Denied. The averments of paragraph 29 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 29 constitute legal conclusions requiring no responsive pleading. 30. Denied. The averments of paragraph 30 constitute legal conclusions requiring no responsive pleading. WHEREFORE, Defendant respectfully demands judgment in its favor and against Plaintiff, together with costs of this action and such other and further relief as the court deems appropriate. COUNT III — BREACH OF CONTRACT (EMPLOYMENT AGREEMENT) 31. The responsive averments of paragraphs 1 through 30 are hereby incorporated by reference as though set forth in full herein. 32. Denied. The averments of paragraph 32 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 32 constitute legal conclusions requiring no responsive pleading. 33. Denied. The averments of paragraph 33 seek to characterize the content of a written agreement, which agreement speaks for itself. By way of further answer, the averments of paragraph 33 constitute legal conclusions requiring no responsive pleading. 34. Admitted with clarification. It is true that Plaintiff has not yet been paid for the services he rendered to patients. However, the delay is of Plaintiff s own making and Defendant bears no responsibility therefore, as set forth in greater detail herein. By way of further answer, Plaintiff has been provided an accounting of revenues received by Defendant together with offsets for expenses directly attributable to Plaintiff, yet he apparently refuses to accept the accuracy of these calculations. 5 SL1 1285530v1 107629.00001 35. Denied. The averments of paragraph 35 constitute lega conclusions requiring no responsive pleading. WHEREFORE, Defendant respectfully demands judgment in its favor and against Plaintiff, together with costs of this action and such other and further relief as the court deems appropriate. COUNT DV— ACCOUNTING 36. The responsive averments nf paragraphs 1 through 35 are hereby incorporated by reference as though set forth in fuJi herein. 37. Denied as stated. To the contrary, bonks, records and reconciliations performed under the supervision of Defendant's long-standing accountants have been made available for Plaintiff review. Plaintiff simply refuses to accept what those records reflect. 38. Denied as stated. To the contrary, books, records and reconciiiations performed under the supervision of Defendant's long-standing accountants have been made available for Plaintiffs review. Plaintiff simply refuses to accept what those records reflect. 39. Denied as stated. To the contrary, books, records arid reconciiiatioris performed under the supervision of Defendant's long-standing accountants have been made available for Plaintiff ureview. Piaintiffsimply refiises to accept what those records reflect. 40. Denied. The averments ofparagraph 40 constitute legal conciusions requiring no responsive pleading. By way of further answer, books, records and reconciiiations performed under the supervision of Defendant's long-standing accountants have been made available for Plaintiff review. PlaintiffsimpIy refuses to aceept what those records reflect. WHEREFORE, Defendant respectfully demands judgment in its favor and against Plaintiff, together with costs of this action and such other and further relief as the court deems appropriate. 6 SL| 1205530v1 10762900001 COUNT V — WAGE PAYMENT AND COLLECTION 41. The responsive averments of paragraphs 1 through 40 are hereby incorporated by reference as though set forth in full herein. 42. Denied. The averments of paragraph 42 seek to characterize a written agreement which speaks for itself. By way of further answer, the averments of Paragraph 42 constitute legal conclusions requiring no responsive pleading. 42 [sic. This is the second paragraph of Plaintiff's Complaint labeled #42)]. Denied as stated. To the contrary, Defendant has offered to pay the wages owed to Plaintiff and, as set forth herein above, has provided Plaintiff with reconciliations demonstrating the amounts which are, in fact, owed. By way of further answer, Plaintiff has refused to accept these calculations and, instead, has filed the instant lawsuit. Under these circumstances, no relief is available to Plaintiff. 43. [sic]. Denied. The averments of paragraph 43 constitute legal conclusions requiring no responsive pleading. By way of further answer, Defendant has offered to pay the wages owed to Plaintiff and, as set forth herein above, has provided Plaintiff with reconciliations demonstrating the amounts which are, in fact, owed. By way of further answer, Plaintiff has refused to accept these calculations and, instead, has filed the instant lawsuit. Under these circumstances, no relief is available to Plaintiff. 44. [sic]. Denied. The averments of paragraph 44 constitute legal conclusions requiring no responsive pleading. By way of further answer, Defendant has offered to pay the wages owed to Plaintiff and, as set forth herein above, has provided Plaintiff with reconciliations demonstrating the amounts which are, in fact, owed. By way of further answer, Plaintiff has refused to accept these calculations and, instead, has filed the instant lawsuit. Under these circumstances, no relief is available to Plaintiff. 7 S L 1 1285530v1 107629, 00001 45. [sic]. Denied. The averments of paragraph 45 constitute legal conclusions requiring no responsive pleading. By way of further answer, Defendant has offered to pay the wages owed to Plaintiff and, as set forth herein above, has provided Plaintiff with reconciliations demonstrating the amounts which are, in fact, owed. By way of further answer, Plaintiff has refused to accept these calculations and, instead, has filed the instant lawsuit. Under these circumstances, no relief is available to Plaintiff. WHEREFORE, Defendant respectfully demands judgment in its favor and against Plaintiff, together with costs of this action and such other and further relief as the court deems appropriate. NEW MATTER 46. Plaintiff's Complaint is barred by his own unclean hands. 47. Plaintiff's Complaint fails to state a claim upon which relief can be granted. 48. Plaintiff purports to have demanded a jury trial with respect to claims for which no right to a jury trial attaches. 49. Although Plaintiff complains that his shares of stock have not been repurchased, it was Plaintiff's own inability to locate his share certificate which delayed this process. 50. Indeed, Defendant, at its own expense, directed that an "affidavit of lost certificate" be drafted for Plaintiff's use. 51. This affidavit was then furnished to Plaintiff with a request that he sign and return it, together with a stock power, such that the repurchase could take place. 52. For reasons known only to Plaintiff, these documents have never been returned. 53. Instead, Plaintiff chose to file this Lawsuit. 8 S L 11285530v 1 107629.00001 54. Although Plaintiff complain that he has not been paid final compensation for patient services, Defendant has provided him all necessary information and affirmatively offered to pay the amount due. 55. Plaintiffriever responded to this documentation. 56. Plaintiff never furnished an alternate calculation of the amount due. 57. Instead, Plaintiff chose to file this lawsuit. 58. Plaintiffhas thus apparently refused to accept the reconciliation offered. 59. Otherwise stated, although Plaintiffdemands an accounting, , Defendant has already provided same. 60. A true and correct copy ofcorrespondence dated August 22,I0l3confirming the above allegations is attached hereto as Exhibit "A." WHEREFORE, Defendant respectfully demands judgment in its favor and against Plaintiff, together with costs of this action and such other and fiirther relief as the court deems appropriate. NEW MATTER IN THE NATURE OF A COUNTERCLAIM 01. During the term of Plaintiff s employment with Defendant, he committed numerous material breaches of both the Shareholders' Agreement and his Employment Agreement. 62. More specifically, pursuant to the Employment Agreement at paragraph 8(c), Plaintiff was not to be directly or indirectly involved in another medical practice without prior written consent ofDefendant. 63. In contravention to this provision ofhis Employment Agreement, Dr. Maurer performed services for a company called "Per Diem" located in New Cumberland, Pennsylvania. 64. These services were in the nature of independent medical examinations. 9 SL1 1285530v1 107629.00001 65. Defendant also performs independent medical examinati and, thus, Dr. Maurer's work for Per Diem while he was subject to the Employment Agreement, was directly competitive with Defendant. 66. In the absence ofprior written consent by Defendant, PIantiff's work for Per Diem was a blatant violation of Paragraph 8(c) of his Employment Agreement. 67. Moreover, Section ll(c) nf Plaintiff o Shareholders' Agreement specifically prohibits the soliciting ofactive patients ofDefendant to transfer their files and patient care to another provider. 68. In December of 2012, as Plaintiff was preparing to depart from Defendant, Defendant became aware that Plaintiff was actively soliciting "active patients" as that term is defined in the Shareholder Agreement. 69. This discovery ofPlaintiff's s solicitation caused Defendant to direct correspondence to Plaintiff demanding that he CEASE AND DESIST from such unlawful conduct. 70. A true and correct copy ofthe letter directed by Defendant's counsel to Plaintiff dated December 7, 2012 is attached hereto and made a part hereofas Exhibit "B." 71. Moreover, pursuant to paragraph (/(o)of Plaintiff s Shareholders' Agreement, Plaintiff was prohibited from soliciting Defendant's staff to depart Defendant's employ and work for Plaintiff. 72' Notwithstanding this outri ht prohibition, Defendant has learned that Plaintiff has, in fact, attempted to solicit Defendant's employees in direct contravention ofhis Agreement. 73. Each and every one of the above breaches of the Employment Agreement and/or Shareholder' s Agreement are material. 10 SLI 1285530,1 10762900001 74. Particularly when taken in combination, there can be no doubt that Plaintiff is in material breach of his agreements with Defendant. 75. Plaintiff's material breaches of these agreements excuses, in full, any further obligation which Defendant might otherwise have had to Plaintiff, whether economic or otherwise. WHEREFORE, Defendant respectfully demands judgment in its favor and against Plaintiff in an amount to be established at trial but which exceeds the arbitration limit of this Court, together with costs of this action and such other and further relief as the court deems appropriate. titek,A Date: Fe ary (Z 2014 By Mark D. Bradshaw, Esquire Attorney I.D. No. 61975 17 North Second Street, 16th Floor Harrisburg, PA 17101 (717) 255 -7357 (610) 371 -7362 (facsimile) mdb @stevenslee.com Attorney for Defendant, Orthopedic Surgeons of Central Pennsylvania, Limited Respectfully submitted, STEVENS LE 11 SL1 1285530v1 107629.00001 STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street 16th Floor • Harrisburg, PA 17101 (717) 234-1090 Fax (717) 234-1099 www.stevenslee.com August 9, 2013 Via Fax and First Class Mail Anthony J. Nestico, Esq. Nestico & Druby, P.C. 1135 East Chocolate Avenue Suite 300 Hershey, PA 17033 Direct Dial: (717) 255-7351 Email: cmc@stevenslee.com Direct Fax: (610) 371-7363 Re: Robert J. Maurer, M.D./departure from Orthopaedic Surgeons of Central Pennsylvania, Ltd. ("OSCP") Dear Tony: I am following up with respect to the phone messages we left each other and your letter to Dr. Fultz at OSCP dated July 15, 2013. You are correct that Dr. Maurer's inability to locate his original stock certificate and tender it for cancellation delayed the payment otherwise due him for his stock. Based on the Affidavit of Lost Stock Certificate which you provided, I instructed OSCP to issue a replacement certificate. I enclose a copy of that certificate as well as an Irrevocable Stock Power to facilitate the cancellation of these shares. Please have the power fully executed and return the original to me. With respect to the purchase price formula in the Amended and Restated Shareholders' Agreement ("Agreement"), I enclose a copy of a letter from OSCP's accountant, Greg Denk, verifying that the net book value at 2012 year end was less than $30,000. With regard to any post-employment compensation that may be payable to Dr. Maurer per the provisions of Sections 15 and 16 of his Employment Agreement as modified by Section 7 (b) of the Agreement, I enclose the following, all of which were prepared internally at OSCP based on information provided by Mr. Denk: Philadelphia • Reading • Valley Forge • Lehigh Valley • Harrisburg • Lancaster • Scranton Williamsport • Wilkes-Barre SL1 1251606v1 107629.00001 • Princeton • Cherry Hill • New York • Wilmington A PROFESSIONAL CORPORATION STEVENS & LEE LAWYERS & CONSULTANTS Anthony J. Nestico, Esq. August 9, 2013 Page 2 (i) separate monthly reports for the period January through June 2013 detailing the calculations of AR vs expenses attributable to Dr. Maurer; (ii) statements from PNC related to the OSCP loan on which Dr. Maurer was a personal guarantor reflecting the principal balance in December of 2012 in the amount of $31,095.65 and confirming that the loan was paid in full by OSCP in June 2013 (the payoff amount, after application of the monthly payments made from January through June was $27, 005.60); and (iii) A reconciliation reflecting a net payment due to Dr. Maurer, inclusive of the stock purchase and the employment termination payments, of $17, 612.68. Assuming that Dr. Maurer is in concurrence with these calculations, returns the executed stock power and signs a release of all claims against OSCP, OSCP is prepared to deliver a check to Dr. Maurer in the amount of $17, 612.68. this up. Please review this with Dr. Maurer and then let me know if we are in a position to wrap Thanks, Tony. Very truly yours, STEVENS & LEE Christopher M. Cicconi Enclosures SL 1 1251606v1 107629.00001 IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to Orthopaedic Surgeons of Central Pennsylvania, Ltd., a Pennsylvania Professional Corporation (the "Corporation ") 100 shares of the Corporation represented by Certificate No. 14 inclusive, standing in the name of the undersigned on the books of said Corporation. The undersigned does hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of said Corporation, with full power of substitution in the premises. Dated: , 20 Robert J. Maurer, M.D. IN PRESENCE OF The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) in every particular without alteration, enlargement or any change whatever. SL1 1209779v1 107629.00001 :11,911,44,47.„ ,..a4,04,74101117ka • •1 Orthopaedic Surgeons of Central Pennsylvania, Ltd. A PROFESSIONAL CORPORATION . INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA Authorized Shares 2,000 Par Value $1.00 Per Share 4hi qprtiff?B tha t ROBERT J. MAURER M.D. MEE ns.enr-c roll CERTAIN Dcritat lot411 c,ze-friot: One Hundred (100) Orthopaedic Surgeons of Central Pennsylvania, Ltd. 7adrieedaa(Aczoeffemzi-Aon*04.4.6190/e1,,e44200•Ort7.4.07V 2,60,1/77r/120-4e79,- %/bed liz.ff,enek-rded 6:971zerataixacri,caceeseti- w,ed rect er/n -aU00071a&99eal,t14/60/w../Azt&-- aedo 0 4-, ru o 0. o 5- - 0 • O. 1— S- O 0 1:1,1 CU 1— J11 lffIIftn • . • •• - • '''"ft;;.• . • - • . • - • -•••••• - tr. • .• 2013 .•-•• ••talliW21,56}1,;?'11.•-.11LT.• e•--••••=• tZ rVi E ETAFre AM'Ri-'3,1Wei1/4kviffai Aug, 1. 2013 8:24AM OSCP No. 0368 P. 3 • MC tollowinE abbreyl24on4, when oleo In the Inscrlptlon on in tact 01 thiscorttficale. shad be construed es though they were written out In (u11 according to applicable laws or regulations; TEH GOM —ss tenants In common UNIT GIFT MIN ACT—... .......Cusloilan.........milder T M ENT —as tenants by the entireties (Gust) (Minor) Ji TEN -as rot Icnanls with OEM of sorvivorahlp Unllorm Gi(Is to Minors Ad,. ........... . .. and not as tenants in common (Slate) Additional abbreVlatlons may also be use6 though not in the shove list• A I -;6;1 ja di, el& e r4- e 1410 a 7, t‘6,h r1.e &Se. INSERT SOCIAL SCCVAITV OA OTHCA IOGNTISVIr10 Ny■192A Or ASSIGNEE di ffi°r$o ,4r/ �L�/ rNI� f ��� �u ,� 1611 ,67/ /. / iC/GC 4 ee .ii�'G' it27/ii edooA,, i i iiirl%! %�Gli//!/iJ���e�%%zea p e • /¢G '1 J/ ? /01/, elf/ %Y Z 04 49' Jul, 31. 2013 5:53PM OSCP GREGORY H. DENX, CF.t July 25, 2013 DEM< & ASSOCIATES, PC Cer7ified Public Accountants 4755 L(nglt tome Road. Suite 207 Hnrl•lsbll)g, PSI 17117 Ter (717) 652 -1952 Fax (717) 652-2897 Kim Oeiter Orthopedic Surgeons of Central PA 550 North 12th Street, Suite 140 Lemoyne, PA 17043 Re: Shareholders Agreement Kim, No, 0364 AIEAIBER OF THE ,A(ENC4N ;INND PENNSI Zf :d NI 1 INSTITUTES OF C'ERTIFIF.o PURLIC.4CC©VNT,I NTS As we discussed on the phone, the shareholders agreement between Dr. Maurer and the Corporation has language regarding the purchase price should employment be terminated, Specifically, paragraph 7(a) Indicates that the price at which shares are required to be offered for sale shall be the ''net book value" as of December 31, 2012. Net book value shall be calculated using the cash basis of accounting and specifically excludes accounts receivable, Thls value at December 31, 2012 Is $55,816 based on the compiled financial statement Issued by my Firm. Dr, Maurer owns 50% of the outstanding stock, therefore it would reason then that his share price for the surrender of his stock would be $27,908 If the agreed payout was not his original Investment of $30,000, I trust this will provide you the Information you need to wrap this transaction up, if you have other questions or concerns please feel free to contact me at your convenience. Sincerely, Dank & Associates, PC G- 44- z-1 436i- Gregory H. Denk, CPA Jul. 31, 2013 5:53PM OSCP Dr. Maurer AR vs Bilis January 2013 Total January Revenue $ 44,393.78 Minus 8 Post -op appts $ (446.78) $ 43,947.00 80/20 Split $ (8,789.40) $ 35,157.80 2012 Corporate Expenses Paid Credit Card Fees $ 89.96 Telephone wireless and land Tines $ 294.57 Payroll ending 12/31/12 Including quarterly $ 16,002.92 taxes and $8071.72 vacation pay for laid off employees Janitorial $ 327.79 Payroll Service $ 137.47 PNC Loan $ 2,381.25 Laundry $ 132.21 Shred -It $ 240.78 iron Mountain $ 3,890.50 Office Supplies $ 84.46 Administrative Expenses $ 234.50 X -ray Supplies $ 584.06 Christmas Luncheon $ 70.95 Legal bills $ 3,252.30 Rychak payout $ 6,350.00 Total 2012 Corporate Expenses $ 33,073.72 Maurer Personal Expenses Last Quarter Auto, Christmas $ 2,920.23 Cell Phone $ 130,84 Total Personal Expenses $ 3,051.07 Maurer Departure Expenses Letters to Active Patlents&Postage /Materlats $ 536.95 Medical Records copied for Maurer patients $ 1,080.00 going to Arlington (108 patients_ Billing of Office Visits/Surgeries 13,5 hours $ 421.88 Transcription 2 hours $ 43.56 Posting Checks 22 hours $ 821.48 Appealing denied ciatms/AR followup 8.5 hours $ 463.42 Total Departure Expenses $ 3,367.29 Total Expenses $ 39,492.08 Total Revenue $ 35,157.80 $ (4,334.48) No. 0364 P. 7 Jul. 31. 2013 5: 53Ph4 OSCP Dr. Maurer AR vs Bills February 2013 Total February Revenue Refunds to Insurance companies/patlents Maurer post op patients 80/20 Split Debt Carried over from January report 2012 Corporate Expenses Paid Denk Associates 4th Quarter Reporting Payroll year end processing Paychex Total 2012 Corporate Expenses Maurer Personal Expenses CeII Phone Total Personal Expenses Maurer Departure Expenses Bloom Building Move Medlcel Records copled for Maurer patients going to Arlington (14 patients) Posting Checks/Appealing dented claims 3 hours Total Departure Expenses PNC Loan for Februay 2013 Total Expenses Expenses owed to OSCP Jan -Feb $ 14,594.17 $ (9,411.48) $ (313,65) $ 4,869.04 $ (973,81) $ 3,895.23 $ (4,334.48) $ 447.50 $ 107,50 $ 555.00 $ 34.10 $ 34.10 $ 503,03 $ 210.00 $ 120,00 $ 833.03 $ 2,381.33 $ 3,883.46 $ (4,322.71) No. 0364 P. 8 • Jul, 31. 2013 5:53PM OSCP Total March Revenue Refunds to insurance companiesrpatlents 80/20 Split Debt Carried over from February report Dr. Maurer AR vs 13111s March 2013 $ 2,877.70 $ (1,742.10) $ 1,135.60 $ (227.12) $ 908.48 $ (4,322.71) 2012 Corporate Expenses PaId 2012 Corporate Taxes $ 55.50 2012 Profit Sharing /Pension Expenses $ 530.00 Total 2012 Corporate Expenses $ 585.50 Maurer Departure Expenses Medical Records copied for Maurer patients $ 165.00 going to Arlington (11 patients) Posting Checks/Appealing denied claims 2 hour $ 95,00 completing refunds & reports Maurer Requested Documents $ 24.82 Total Departure Expenses $ 284.82 PNC Loan for March 2013 $ 2,381.33 Total Expenses $ 3,251.65 Expenses owed to OSCP 1st Quarter 2013 $ (6,665.88) No, 0364 April 1,2013 Jul. 31. 2013 5 :53PM OSCP No. 0364 P. 10 Dr. Maurer AR vs Bilis April 2013 Total April Revenue $ 2.195.18 Refunds to Insurance companies/patients $ (84427) $ 1,350.91 80/20 Split $ (270.18) $ 1,080.73 Debt Carried over from March report $ (6,665.88) 2012 Corporate Expenses Pald 2012 Corporate Taxes $ 116.50 2012 Mercantile Tax $ 215.17 Total 2012 Corporate Expenses $ 331.67 Maurer Departure Expenses Medical Records copied for Maurer patients $ 235.00 going to Arlington (11 patients) & 14 Authorizations Posting Checks/Appealing denied claims 2 hour $ 96.00 completing refunds & reports Total Departure Expenses $ 330.00 PNC Loan for April 2013 $ 2,381.33 Total Expenses $ 3,043.00 Expenses owed to OSCP 1st & 2nd Quarter 2013 $ (8,628,15) Jul. 31. 2013 5 : 53PM OSCP Total May Revenue Refunds to insurance companies/patients 80/20 Split Debt Carried over from April report Dr. Maurer AR vs Bills May 2013 $ 416.32 $ 416.32 $ (83.26) $ 333.06 $ (8,628.15) Maurer Departure Expenses Medical Records copied for Maurer patients $ 105.00 going to Arlington (5 patients & 4 authorizations) Posting Checks/Appealing denied claims 2 hour $ 47.50 completing refunds & reports Total Departure Expenses $ 152,50 PNC Loan for May 2013 $ 2,381.33 Total Expenses $ 2,533.83 Expenses owed to OSCP 1st & 2nd Quarter 2013 $ (10,828.92) No, 0364 Jul. 31. 2013 5:54PM OSCP Dr. Maurer AR vs Bills June 2013 Total June Revenue $ 226.77 Refunds to insurance companies/patients $ $ 228.77 80/20 Split $ (45.35) $ 181.42 Debt Carried over from May report $ (10,828.92) Maurer Departure Expenses Medical Records copied for Maurer patients $ 95.00 going to Arlington (5 patients & 4 authorizations) Posting Checks/Appealing denied claims 2 hour $ 47.50 completing refunds & reports Total Departure Expenses $ 142.50 PNC Loan for June 2013 $ 1,596.23 Total Expenses $ 1,738.73 Expenses owed to OSCP 1st & 2nd Quarter 2013 $ (12,386.32) No. 0364 P. 12 Jul. 31. 2013 5:53Pd1 PNC HANK, N.A. P 0 BOX 340777 PITTSBURGH PA 15230 -7777 OSCP Direct any questions regarding your statement to the above address. 0011251 JAN 0 9 A11:3 No. 0364 P. 5 PNC Commercial Loan Statement Portfolio obligation Obligor 010 602879364 31901298 r7.+w.wJ►1,11vysaaau »aoa...ra - ORTHOPAEDIC SURGEONS OF CENTRAL - PENNSYLVANIA LTD 550 N 12TH STREET LEMOYNE PA 17043 Maturity Date 11/14/13 Page 1 of 1 Interest Paid Year to Date 0.00 Gilled Due Date Date Total Amount Due 01/03/13 01/14/13 4,762,65 Payment must be made in the amount indicated in the "Total Amount Due- section above to avoid additional interest and /or delinquencv charges. Loan Summary Previous Interest Due 172.32 Previous Principal Due 4 , 590.93 Interest Debits and Credits 172.32- Principal Debits and Credits 4,590.33- Current Interest Due 151.78 Current Principal Due 4,610.87 Total Interest Due 151.78 Total Principal Due 4.610.87 Total Fees Due 0.00 Total Late Charges Due 0.00 Activity Detail Date Traci Description 12/14/12 Balance Forward 12/14/12 Ach Int Paymt 12/14/12 Ach Prin Paymt 12/29/12 Int. Accrual 01/01/13 Int. Accrual 01/14/13 Ia. Accrual Interest Rats 6.650000 6.650000 6.650000 6.650000 6.650000 6.650000 Fee Amount PNC Bank Commercial Loan Statement 010- 602879964 -3 1901298 Principal Amount 4,590.33- Interest Due 151.78 Fees Due 0.00 Prinelpal Balance Days 31, 095.65 51, 095.65 26,505,32 26,505.32 15 26,605.32 3 26, 505.32 13 Principal Due 4, 610.87 Late Charges Due 0.00 Do not remit payment, Your Account 5003884107 , Transit ABA 054000030 is automatically charged on Due Date. Interest 172.32 172.32- 73.44 14.69 63.65 Due Date 01/14/15 Total Amount Duo\ 4,762.65 Amount Charged 4,762.65 Jul. 31. 2013'2; 5:5 PMM OSCP: Hank No, 03640 P. 41 PINC WEALTH MANAGEMENT July 25, 2013 Orthopaedics Surgeons of Central Pennsylvania LTD 550 14 12th St. Lemoyne, PA 17043 Dear Kim Deiter, This letter is to confirm loan 0106028793643190125 to Orthopaedic Surgeons of Central PA has been paid in full and dosed on June 14, 2013. If I can be of further assistance, please contact me at 717-730-2417. Sincerely, „OetAA)-e7 4) Carol A Lciphar Banking Associate plambar of Tha PNC Fin anclal Sarvicaa 13roup 4242 Carlisle Pike Camp Ponroylvania 17011 www.pric.corn Jul. 31. 2013 5:53PM OSCP Dr. Maurer January - June 2013 Expense- Revenue Report Total January to June Revenue (Adjusted) $ 52,706.07 Post Operative Visits $ (760.43) 80/20 Split $ (10,389.12) Total Maurer Revenue $ 41,556.52 Maurer 2012 Expenses $ 32,245.73 Maurer Personal Expenses Paid $ 3,085.17 by the Corporation Maurer Departure Expenses $ 5,110.14 Total Expenses $ 40,441.04 Difference Revenue to Expenses (not Including $ 1,115.48 Bank Debt) PNC Loan (Bank Debt Maurer Share) $ 13,502.80 Stock Shares $ 30,000.00 OSCP Debt to Dr. Maurer $ 17,612.68 Ne.0364 P. 6 STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street 16th Floor Harrisburg, PA 17101 (717) 234-1090 Fax (717) 234-1099 www.stevenslee.com August 13, 2013 Via Fax: 717-533-5717 and First Class Mail Anthony J. Nestico, Esq. Nestico & Druby, P.C. 1135 East Chocolate Avenue, Suite 300 Hershey, PA 17033 Direct Dial: (717) 255-7351 Email: cmc@stevenslee.com Direct Fax: (610) 371-7363 Re: Robert J. Maurer, M.D. / Departure from Orthopaedic Surgeons of Central Pennsylvania, Ltd. ("OSCP") Dear Tony: I am following up with respect to the telephone messages we left for each other and your letter to Dr. Fultz at OSCP dated July 15, 2013. You are correct that Dr. Maurer's inability to locate his original stock certificate and tender it for cancellation delayed the payment otherwise due him for his stock. Based on the Affidavit of Lost Stock Certificate which you provided, I instructed OSCP to issue a replacement certificate. I enclose a copy of that certificate, as well as an Irrevocable Stock Power to facilitate the cancellation of these shares. Please have the Power fully executed, and return the original to me. With respect to the purchase price formula in the Amended and Restated Shareholders' Agreement ("Agreement"), I enclose a copy of a letter from OSCP's accountant, Greg Denk, verifying that the net book value at 2012 year end was less than $30,000. With regard to any post-employment compensation that may be payable to Dr. Maurer per the provisions of Sections 15 and 16 of his Employment Agreement, as modified by Section 7 (b) of the Agreement, I enclose the following, all of which were prepared internally at OSCP with oversight by Mr. Denk: Philadelphia • Reading • Valley Forge • Lehigh Valley • Harrisburg Wilkes-Barre • Princeton • Cherry Hill • New York A PROFESSIONAL CORPORATION SL1 1251606v2 107629.0000] • Lancaster • Scranton Wilmington STEVENS & LEE LAWYERS & CONSULTANTS Anthony J. Nestico, Esq. August 13, 2013 Page 2 Separate monthly reports for the period January through June, 2013, detailing the calculations of AR vs. expenses attributable to Dr. Maurer; 2. Statements from PNC related to the OSCP loan on which Dr. Maurer was a personal guarantor reflecting the principal balance in December of 2012 in the amount of $31,095.65 and confirming that the loan was paid in full by OSCP in June, 2013 (the payoff amount, after application of the monthly payments made from January through June was $27, 005.60); and A reconciliation reflecting a net payment due to Dr. Maurer, inclusive of the stock purchase and the employment termination payments, of $17, 612.68. Assuming that Dr. Maurer is in concurrence with these calculations, returns the executed Stock Power, and signs a release of all claims against OSCP, OSCP is prepared to deliver a check to Dr. Maurer in the amount of $17, 612.68. this up. Please review this with Dr. Maurer and then let me know if we are in a position to wrap Thanks, Tony. Very truly yours, STEVENS & LEE Christopher M. Cicconi Enclosures SLI 1251606v2 107629.00001 VERIFICATION Maurer v. Orthopedic Surgeons Craig W. Fultz, M.D., President, Orthopaedic Surgeons of Central PA, being duly affirmed according to law; depose and say that the facts set forth in the foregoing Answer with New Matter and Counterclaims are true and correct to the best of my knowledge, information and belief: This Verification is made subject to the penalties of 18 Pa, C.S.A. 0904, relating to unworn falsification to authorities. Dated: February 2014 SLI 12855300 10629.00001 ..raig W. Fultz, M.D. CERTIFICATE OF SERVICE L MARK D. BRAD8BAW, ESQUIRE, certify that on this date, l served a certified true and correct copy of the foregoing Answer with New Matter and Counterclaims upon the following counsel nfrecord, by depositing the same in the United States mail, postage prepaid, addressed as foliows: Date: Feb 2014 SO 1285530,1 10762900001 Richard B. Druby, Esquire Ncm icnDru6v P.C. 1135 East Chocolate Avenue, Suite 300 Hershey, PA 17033 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ROBERT J. MAURER, M.D., Plaintiff : CIVIL ACTION — LAW AND EQUITY v. : No. 2013-6906 ORTHOPEDIC SURGEONS OF CENTRAL : PENNSYLVANIA, LIMITED, Defendant : JURY TRIAL DEMANDED c mC0 - <Pr- " CJI r- -71 C) c) F:7? Kindly attach the corrected exhibits "A" and "B" to Defendant's Answer Counterclaims filed on or about March 11, 2014. PRAECIPE TO SUBSTITUTE TO THE PROTHONOTARY STEVE Date: April 7 't2014 By SL1 1299078v1 107629.00001 Mark D. Bra. haw, Attorney I.D. No. 61975 17 North Second Street, 16th Floor Harrisburg, PA 17101 (717) 255-7357 (610) 371-7362 (facsimile) mdb@stevenslee.com Attorney for Defendant, Orthopedic Surgeons o Central Pennsylvania, Limited Exhibit A SL 1 1299078v1 107629.00001 �I� STEVENS & LEE LAWYERS & CONSULTANTS 17 North Second Street, 16th Floor Harrisburg, PA 17101 (717) 234-1090 Fax (717) 234-1099 www.stevenslee.com Direct Dial: (717) 255-7351 Email: cmc@stevenslee.com Direct Fax: (610) 371-7363 August 22, 2013 LA/a Email: tnestico(&,hersheypalaw.com and First Class Mail Anthony J. Nestico, Esq. Nestico & Druby, P.C. 1135 East Chocolate Avenue, Suite 300 Hershey, PA 17033 Re: Robert J. Maurer, M.D. / Departure from Orthopaedic Surgeons of Central Pennsylvania, Ltd. ("OSCP") Dear Tony: I am following up with respect to the telephone messages we left for each other and your letter to Dr. Fultz at OSCP dated July 15, 2013. You are correct that Dr. Maurer's inability to locate his original stock certificate and tender it for cancellation delayed the payment otherwise due him for his stock. Dr. Maurer was instructed on the procedure to be followed to have his stock redeemed in a meeting that I attended with he and Dr. Fultz in December. On several subsequent occasions, Kim Deiter, the practice manager, reiterated the the redemption procedures to Dr. Maurer. Based on the Affidavit of Lost Stock Certificate which you provided, I instructed OSCP to issue a replacement certificate. I enclose a copy of that certificate, as well as an Irrevocable Stock Power to facilitate the cancellation of these shares. Please have the Power fully executed, and return the original to me. With respect to the purchase price formula in the Amended and Restated Shareholders' Agreement ("Agreement"), I enclose a copy of a letter from OSCP's accountant, Greg Denk, verifying that the net book value at 2012 year end was less than $30,000. With regard to any post-employment compensation that may be payable to Dr. Maurer per the provisions of Sections 15 and 16 of his Employment Agreement, as modified by Section 7 (b) of the Agreement, which were reviewed with Dr. Maurer in the December meeting, I Philadelphia • Reading • Valley Forge • Lehigh Valley • Harrisburg • Lancaster • Scranton Wilkes-Barre • Princeton • Cherry Hill • New York • Wilmington A PROFESSIONAL CORPORATION SL1 1253827v1 107629.00001 STEVENS & LEE LAWYERS & CONSULTANTS Anthony J. Nestico, Esq. August 22, 2013 Page 2 enclose the following, all of which were prepared internally at OSCP with oversight by Mr. Denk: 1. Separate monthly reports for the period January through June, 2013, detailing the calculations of AR vs. expenses attributable to Dr. Maurer's employment and departure, including expenses associated with the closing of the office utilized exclusively by Dr. Maurer and staff reductions necessitated by his departure; 2. Statements from PNC related to the OSCP loan on which Dr. Maurer was a personal guarantor reflecting the principal balance in December of 2012 in the amount of $31,095.65 and confirming that the loan was paid in full by OSCP in June, 2013 (the payoff amount, after application of the monthly payments made from January through June was $27, 005.60); and 3. A reconciliation reflecting a net payment due to Dr. Maurer, inclusive of the stock purchase and the employment termination payments, of $17, 612.68. Assuming that Dr. Maurer is in concurrence with these calculations, returns the executed Stock Power, and signs a release of all claims against OSCP, OSCP is prepared to deliver a check to Dr. Maurer in the amount of $17, 612.68. If this becomes a protracted process, OSCP will reduce the payment to Dr. Maurer by the amount of additional professional fees it is obliged to incur. this up. Please review this with Dr. Maurer and then let me know if we are in a position to wrap Thanks, Tony. Enclosures SLI 1253827v1 107629.00001 Very truly yours, STEVENS & LEE Christopher M. Cicconi Koons, Deborah N. From: Koons, Deborah N. Sent: Thursday, August 22, 2013 10:42 AM To: 'tnestico@hersheypalaw.com' Cc: Christopher M. Cicconi (cmc@stevenslee.com) Subject: Robert J. Maurer, M.D. / Orthopaedic Surgeons of Central Pennsylvania, Ltd. Attachments: 107629000012013-08-22 10-30-23.pdf Letter and attachments. From: Christopher M. Cicconi, Esq. 1 Stevens & Lee Market Square Plaza, 17 N. Second St., 16th Floor, Harrisburg, PA 17101 Phone: (717) 255-73 1 Fax: (610) 371-7363 (To be sure that replies to this e-mail are received by Chris Cicconi, please reply to cmc@stevenslee.com) U.S. TREASURY DEPARTMENT CIRCULAR 230 DISCLOSURE: Any statements regarding tax matter heren, including any attachments, cannot be relied upon by any person to avoid tax penalties and are not intended to be used or referred to in any marketing or promotional materials. Subject to the preceding sentence, Stevens & Lee does not and will not impose any limitation on disclosure of the tax treatment or tax structure of any transactions relating to this matter. 1 IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to Orthopaedic Surgeons of Central Pennsylvania, Ltd., a Pennsylvania Professional Corporation (the "Corporation ") 100 shares of the Corporation represented by Certificate No. 14 inclusive, standing in the name of the undersigned on the books of said Corporation. The undersigned does hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of said Corporation, with full power of substitution in the premises. Dated: , 20 Robert J. Maurer, M.D. IN PRESENCE OF The signature(s) to this Power must correspond with the name(s) as written upon the face of the certificate(s) in every particular without alteration, enlargement or any change whatever. SL1 1209779v1 107629.00001 • Orthopaedic Surgeons of Central Pennsylvania, Ltd. A PROFESSIONAL CORPORATION . INCORPORATED UNDER. THE LAWS OF THE c M NIONWEALTH OF PENNSYLVANIA Authorized Shares 2,000 Per Value $1.00 Per Share af.rlifizio that ROBERT J. MAURER M.D. ISEX .t rjtuoit .„0-zerno.t. One Hundred (100) - Orthopaedic Surgeons of Central Pennsylvania, Ltd. ;er-di-eoftiCalefrkal7f,e917/4.97z*07,14&14Z941,71%/21607: &,4,%77-/ ,e0A9nAug1"-ytizaffen'a ,o&iorded 6:90,9rata,n,Acacaude 4e3mai ct ceeMar/zo7szA OatiVelwicetayet July „9,9&;p- 2013 L 01 P3 C tO O • C Ct. 0 0. 1— 5- O 0 R. -Fultz 4ATIVA,,,5SitilhotIMAgfeiactiA,414., c-Oy7ear: • ThatollorrInl abbrovIntlontr when Rosa In the I n rarlptfon pn rn Glace oI Inaetr115csia, rhrt l by conslwsd or Iholrgn that• were written (All In full Retorting lb eDRllnn bin lava of regulalinns; TEA g QM—as-Spunk in common Mil( GIFT MIN ACT—.,. .......CuMaalIan, ......... ender TErf ffT —es Innenit by the entirettea (Carl) (Minor) J1' T n —as otnt lcaanlr ilh right of uri Yarahip Unflorra Gi(ls to Minors Act...... — and Rat as tenant; in common 1�1e15) " ' Aodhtvnal aobreYlalwns may alit bo vxd though notio lhn above Ilrl. /'LL'Ase INSCNY SOCIAL OLCl/atYY bit ATNCS rhoorz rwo HYMbEN or ASSrGrtto yyy ,f ,eky-e y��/%j/,J�///�j/.,,��uerf, iv,de �j /.. /W�.gzC:�y� ^�/"� e)rp/� �%C���� / /�/�G�(lW�� 4i. il~ Jul. 31, 2013 5 , 53 PM OSCP GREGORY H. DEWX. CPA July 25, 2013 DENK & ASSOCIATES, PC Certyied Public Accountants 475.5 L(r,gleslomu Rood, Suite 207 Han•Lcburg, Pd 17112 Tel (717) 652 -4952 Fay (717) 652 -2897 Kim Defter Orthopedic Surgeons of Central PA 550 Norih 12th Street, Suite 140 Lemoyne, PA 17043 Re: Shareholders Agreement Kim, No, 0364 P. 3 ALEAOEll Or THE 4Ifel IC:1N. {,y0 PEMVS1 L1.1Nl i INSTITUTES OF C'EVI FIFO PUBLIC .JCCOWT,I Nis As we discussed on the phone, the shareholders agreement between Dr, Maurer and the Corporation has language regarding the purchase price should employment be terminated, Speclflaally, paragraph 7(a) indicates that the price at which shares are required to be offered for sale shell be the "net book value" as of December 31, 2012. Net book value shall be calculated using the Dash basis of accounting and specifically excludes accounts receivable, This value at December 31, 2012 Is $65,816 based on the compiled financial statement issued by my Firm. Dr, Maurer owns 60% of the outstanding stock, therefore it would reason then that his share price for the surrender of his stock would be $27,908 if the agreed payout was not his original investment of $30,000, I trust this will provide you the Information you need to wrap this transaction up, If you have other questions or concerns please feel free to contact me at your convenience. Sincerely, Denk & Associates, PC Gregory H. Denk, CPA Jul. 31. 2013 5:53PM OSCP Total January Revenue Minus 8 Post -op appts 80/20 Split Dr. Maurer AR vs Bills January 2013 $ 44,39178 $ (446.78) $ 43,947.00 $ (8,789.40) $ 35,157.60 2012 Corporate Expenses Paid Credit Card Fees $ 89.98 Telephone wireless and land lines $ 204.57 Payroll ending 12/31/12 including quarterly $ 15,002.92 taxes and $6071.72 vacation pay for laid off employees Janitorial $ 327.79 Payroll Service $ 137.47 PNC Loan $ 2,381.25 Laundry $ 132.21 Shred-ft $ 240.78 Iron Mountain $ 3,890.50 Office Supplies $ 84.46 Administrative Expenses $ 234,50 X -ray Supplies $ 584.06 Christmas Luncheon $ 70.96 Legal bills $ 3,252.30 Rychak payout $ 8,350.00 Total 2012 Corporate Expenses $ 33,073.72 Maurer Personal Expenses Last Quarter Auto, Christmas $ 2,920.23 Cell Phone $ 130,84 Total Personal Expenses $ 3,051.07 Maurer Departure Expenses Letters to Active Patients/Postage /Materials $ 536.95 Medical Records copied for Maurer patients $ 1,080.00 going to Arlington (108 patients_ Billing of Office Visits/Surgeries 13,5 hours $ 421.88 Transcription 2 hours $ 43.58 Posting Checlts 22 hours $ 821.48 Appealing denied oIalms/AR followup 8.5 hours $ 493.42 Total Departure Expenses $ 3,367.29 Total Expenses $ 39,492.08 Total Revenue $ 35,157.80 $ (4.334.48) No. 0364 P. 7 Jul. 31. 2013 5: 53PM OSCP Dr. Maurer AR vs Bills February 2013 Total February Revenue Refunds to insurance companies/patients Maurer post op patients 80/20 Split Debt Carried over from January report 2012 Corporate Expenses Paid Dank Associates 4th Quarter Reporting Payroll year end processing Paychex Total 2012 Corporate Expenses Maurer Personal Expenses Cell Phone Total Personal Expenses Maurer Departure Expenses Bloom Building Move Medical Records copied for Maurer patients going to Arlington (14 patients) Posting Checks/Appealing dented claims 3 hours Total Departure Expenses PNC Loan for Februay 2013 Total Expenses Expenses owed to OSCP Jan -Feb $ 14,594,17 $ (8,411,48) $ (313.65) 4,869.04 $ (673,81) $ 3,895,23 $ (4,334.48) $ 447.50 $ 107,50 $ 555.00 $ 34.10 $ 34,10 $ 503,03 $ 210.00 $ 120,00 $ 833.03 $ 2,381.33 $ 3,883.46 (4,322.71) No. 0364 P. $ Jul, 31. 2013 5: 53PM OSCP Total March Revenue Refunds to insurance companies/patlents 80/20 Split Debt Carried over from February report Dr. Maurer AR vs Bills March 2013 $ 2,877.70 $ (1,74210) $ 1,135.80 $ (227.12) $ 908.48 (4,322.71) 2012 Corporate Expenses Paid 2012 Corporate TaXes $ 55.50 2012 Profit Sharing /Pension Expenses $ 530.00 Total 2012 Corporate Expenses $ 585,50 Maurer Departure Expenses Medical Records copied for Maurer patients $ 165.00 going to Arlington (11 patients) Posting Checks/Appealing denied claims 2 hour $ 95.00 completing refunds & reports Maurer Requested Documents $ 24.82 Total Departure Expenses $ 284.82 PNC Loan for March 2013 $ 2,381.33 Total Expenses $ 3,251,65 Expenses owed to OSCP 1st Quarter 2013 $ (6,665.88) No, 0364 April 1,2013 Jul, 31, 2013 5:53PV1 OSCP Dr. Maurer AR vs Bills April 2013 Total April Revenue $ 2.195 18 Refunds to Insurance companies/patients $ (8-44.27) 1,350.91 80/20 Split $ (270.15) $ 1,080,73 Debt Carried over from March report $ (8,665.88) 2012 Corporate Expenses Paid 2012 Corporate Taxes $ 116.50 2012 Mercantile Tax $ 215,17 Total 2012 Corporate Expenses $ 331.67 Maurer Departure Expenses Medical Records copied for Maurer patients $ 235,00 going to Arlington (11 patients) & 14 Authorizations Posting Checks/Appealing denied claims 2 hour $ 95.00 completing refunds & reports Tot& Departure Expenses $ 330.00 PNC Loan for April 2013 $ 2,381.33 Total Expenses $ 3,043.00 Expenses owed to OSCP 1st & 2nd Quarter 2013 $ (8,828,15) No. 0364 ?, 10 Jul, 31. 2013 5:53PM OSCP Total May Revenue Refunds to insurance companles/patlents 60/20 Split Debt Carried over from April report Dr. Maurer AR vs Bills May 2013 $ 416.32 416.32 $ (83.26) $ 333.06 $ (8,628.15) Maurer Departure Expenses Medical Records copiod for Maurer patients $ 105.00 going to Artin.gton (5 patients & 4 authorizations) Posting Checks/Appealing denied claims 2 hour $ 47.50 completing refunds 8, reports Total Departure Expenses $ 152,50 PNC Loan for May 2013 $ 2,381.33 Total Expenses $ 2,533.63 Expenses owed to OSCP 1st & 2nd quarter 2013 $ (10,828,82) No. 0364 P. 11 Jul. 31. 2013 5:54PM OSCP No. 0364 F. 12 Dr. Maurer AR vs Bills June 2013 Total June Revenue 226,77 Refunds to insurance companies/patients 228.77 80/20 Spilt (45.35) 181.42 Debt Carried over from May report (10,828,92) Mauer Departure Expenses Medic ai Records copied for Maurer patients 95.00 going to Arlington (5 patients & 4 authorizations) Posting Checks/Appealing denied claims 2 hour 47.50 completing refunds & reports Total Departure Expenses 142.50 PNC Loan for June 2013 1,590.23 Total Expenses 1,738,73 Expenses owed to OSCP ist 8, 2nd Quartet- 2013 $ (12,386.32) Loan Summary Jul. 31. 2013 5 : 53PM OSCP PNC BANK, N.A. P D 130X 440777 PXTTSEURGH PA 15230 -7777 Direct any questions regarding your statement to the above address, 001 125 1 ORTHOPAEDIC SURGEONS OF CENTRAL PENNSYLVANIA LTD _ 550 N 12TH STREET LEMOYNE Pa 17043 fiC\/7r 1; • • . c- JAN 0 9 20113 • No. 0364 P. 5 ANC Commercial Loan Statement Page 1 of 1 Interest Paid • Portfolio Obiigatfon Obligor Year to Date 010 602879364 31901298 0.00 Maturity Biited Due Date Date Date Total Amount Due 11/14/23 01/03/13 03/14/13 4,762,65 Payment mast ba made in the amount Indicated in the "Total Amount Due- cacti-on above to avoid additional intorest and /or delinquency charges. Previous Interest Due 1 72.32 Previous Principal Due 4,590,53 Interest Debits and Credits 172.32 - Principal Debits and Credits 4,590,53- Current Interest Due 151,78 Current Principal Due 4,610.87 Total Interest Due 151.78 Total Principal Due 4, 610.87 Total Fees Due 0.00 Total Late Charges Due 0.00 Activity Detail Data Tran Description 12/14/12 Balance Forward 12/14/12 Ach Int Part 12/14/12 Ach Psin Paymt 12/29/12 Lit, Accrual 01/01/13 Ina. Accrual 01/14/133 Lu_Accrual Interest Rate 6.650000 6.650000 6.650000 6.650000 6.650000 6.650000 Fee Amount Principal Amount PNC Bank Commercial Loan Statement 010 - 602879364- 31901298 4, 590.38- Prindpal Balance Days 31, 095.65 31, 095,65 26,505,32 26,505.32 15 26,605.92 3 26,505,52 13 Interest 172.32 172.32- 73.44 14.69 63.65 Interest Due Principal Due Due Data 151.78 4,610,87 01/14/13 Fees Due Late Charges Due /Total Amount Due\ 0.00 0,00 + 4, 762.65 •.____ / Do not remit payment, Your Account Amount Charged 5003884107 , Transit ABA 054000030 4,762.65 is automatically charged on Due Date, Jul. 31. 2013 3 5:53PMIA OSCP: Bank No. 036411 P. 41 PN C • WEALTH MANAGEMENT July 25, 2013 Orthopae&Acs Surgeons of Central Pennsylvania LTD 550 N 12th St Lemoyne, PA 17043 Dear kirn Deiter, Thls letter is to confirm loan 0106028793643190125 to Orthopaedic Surgeons of Central PA has been paid in full and closed oi Jane 14, 2013. If 1 can be of further assistance, please contact me at 717-730-2417. Sincerely, Carol A Loiphat Banking Anociato Marnhor al Tha p JcFIndM SArvIroa Opup 4242 CBI-lisle Pike Calnp 11111 Ponrpy1ania 17011 www.pnc.co in • Jul. 31. 2013 5:53PM OSCP No. 0364 P. 6 Dr. Maurer January - June 2013 Expense- Revenue Report Total January to June Revenue (Adjusted) $ 52,706.07 Post Operative Visits $ (760.43) 80/20 spilt $ (10,389.12) Total Maurer Revenue Maurer 2012 Expenses Maurer Personal Expenses Paid by the Corporation $ 41,556.52 $ 32,245.73 $ 3,085.17 Maurer Departure Expenses $ 5,110.14 Total Expenses $ 40,441.04 Difference Revenue to Expenses (not including $ 1,115.48 Bank Debt) PNC Loan (Bank Debt Maurer Share) Stook Shares OSCP Debt to Dr. Maurer $ 13,502.80 $ 30,000.00 $ 17,612.68 SLI 1299078x1 107629.00001 Exhibit B a 2 STEVENS & LEE LAWYERS & CONSULTANTS 25 North Queen Street Suite 602 P.O. Box 1594 Lancaster, PA 17608-1594 (717) 291-1031 Fax (717) 394-7726 www.stevenslee.com Direct Dial: (717) 399-1721 Email: jds@stevenslee.com Direct Fax: (610) 371-7367 December 7, 2012 VIA CERTIFIED MAIL, ELECTRONIC MAIL (rimaurerPcomcastnet) and PERSONAL DELIVERY Robert J. Maurer, M.D. 290 East Canal Road Hershey, PA 17033 Re: Solicitation of Patients and Related Issues Regarding Employment Status Dear Dr. Maurer: As you know, this law firm has been retained by Orthopaedic Surgeons of Central PA ("the Practice") in regard to the separation of your employment and shareholder status with the Practice. We have been advised that you are soliciting patients of the Practice to request the transfer of their charts and care to you at a new employer. This is a clear violation of the Shareholder Agreement to which you are a Party and of Pennsylvania law. This letter serves as notice that you must immediately CEASE AND DESIST this unlawful conduct. Your solicitation of patients of the Practice is a clear violation of Section 11(c) of the Shareholder Agreement. The patients that you are soliciting are "Active Patients" as that term is defined in the Agreement. The Agreement provides for equitable relief in the event a Party breaches the Agreement. Unless you contact Kim Deiter, or have your representative contact me to advise of your compliance with this cease and desist Notice, we will file the appropriate papers for a Temporary Restraining Order and a Preliminary Injunction prohibiting you from further engaging in the unlawful conduct. Moreover, you should be aware that you have a common law "fiduciary duty of loyalty" to your employer while you remain employed. Your efforts in that regard must be to the benefit of your employer and the law prohibits you from doing anything that may have an adverse impact on your current employer. Therefore, your solicitation of individuals to treat with an orthopedic practice other than Orthopaedic Surgeons of Central PA is a violation of that duty. Further, you have a common law duty and a contractual obligation under your Employment Agreement with the Practice to maintain the confidentiality of any proprietary infoimation, Philadelphia • Reading • Valley Forge • Lehigh Valley • Harrisburg • Lancaster • Scranton Wilkes-Barre • Princeton • Cherry Hill • New York • Wilmington A PROFESSIONAL CORPORATION 12/07/2012 SL1 1206686v1 000000.00000 STEVENS & LEE LAWYERS & CONSULTANTS Robert J. Maurer, M.D. December 7, 2012 Page 2 which would include patient lists. No copies of patient lists or files should be made, copied or carried away from the Practice by you. Finally, your actions will also be monitored to insure that you are not disparaging the Practice or any of the providers for the Practice. Please contact Kim Deiter, or have your representative contact me to discuss your conduct and your adherence to this directive, in order to evade the injunction litigation process. JDS cc: Christopher M. Cicconi, Esquire 12/07/2012 SL1 1206686v1 000000.00000 Very truly yours, STEVENS & LEE . Jt? eph D. Shelby CERTIFICATE OF SERVICE I, Erika L. Montgomery, employee of Stevens & Lee, P.C., certify that on this date, I served a certified true and correct copy of the foregoing Praecipe upon the following counsel of record, by depositing the same in the United States mail, postage prepaid, addressed as follows: Date: April , 2014 SL1 1299078v1 107629.00001 Richard B. Druby, Esquire Nestico Druby, P.C. 1135 East Chocolate Avenue, Suite 300 Hershey, PA 17033 4-- - ROBERT J. MAURER, M.D. : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION — LAW AND EQUITY : NO. 2013-6906 ORTHOPAEDIC SURGEONS OF : -o CENTRAL PENNSYLVANIA, LTD: Defendant : JURY TRIAL DEMANDED (r) NOTICE TO PLEAD TO: Orthopedic Surgeons of Central Pennsylvania, LTD c/o Mark D. Bradshaw, Esquire STEVENS & LEE 17 North Second Street 16th Floor Harrisburg, PA 17101 You are hereby notified to plead to the enclosed New Matter within twenty (20) days from service hereof or a default of judgment may be e ed against you. NESTICO DRUB Dated: 522 --1,1 Richard B. Drub Attorney I.D. N 0 1135 East Chocolate Avenue Suite 300 Hershey, Pennsylvania 17033 Tel: (717) 533-5406 Fax: (717) 533-5717 Attorney for Plaintiff ROBERT J. MAURER, M.D. : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION — LAW AND EQUITY : NO.2013-6906 ORTHOPAEDIC SURGEONS OF : CENTRAL PENNSYLVANIA, LTD: Defendant : JURY TRIAL DEMANDED PLAINTIFF'S REPLY TO NEW MATTER AND NEW MATTER COUNTERCLAIM WITH NEW MATTER 46. Conclusion of law, to which no response is required. To the extent a response is required, the allegations are specifically denied. 47. Conclusion of law, to which no response is required. To the extent a response is required, the allegations are specifically denied. 48. Conclusion of law, to which no response is required. To the extent a response is required, the allegations are specifically denied. 49. Conclusion of law, to which no response is required. To the extent a response is required. The allegations are specifically denied. In further answer, Defendant has refused to pay the amounts allegedly owed for the value of the shares of stock. On the contrary, Defendant seeks to set off alleged costs, the existence and amount of which are disputed, and Defendant required Plaintiff to sign a release of all claims. 50. Denied as stated. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of the averments, and they are therefore denied. In further answer, it is admitted that Defendant provided a document entitled "Irrevocable Stock Power" to Plaintiff's counsel. In further answer, Plaintiff incorporates his response to Paragraph 49, above, as if fully set forth herein. 51. Denied. The allegations of Paragraph 51 are denied. In further answer, Plaintiff incorporates his response to Paragraphs 49 and 50, above, as if fully set forth herein. 52. Denied. The allegations are specifically denied. The Affidavit of Lost Shares" executed by Plaintiff was returned to Defendant on July 15, 2013. In further answer, Plaintiff incorporates his response to Paragraphs 49 and 50, above, as if fully set forth herein. 53. Denied as stated. Plaintiff filed the lawsuit in question because Defendant refused to pay the amounts owed for the value of the shares of stock. On the contrary, Defendant sought to set off alleged costs, the existence and amount of which are disputed, failed to provide adequate and sufficient detail as to the costs it claimed to be entitled to deduct and Defendant required Plaintiff to sign general release of all claims. For these reasons, among others set forth in Plaintiff's Complaint, Defendant is in breach of the Employment Agreement and the Amended and Restated Shareholders' Agreement. 54. Conclusion of law to which no response is required. To the extent a response is required, the allegations are specifically denied. Plaintiff has not been paid any amounts by Defendant and Defendant has failed to provide necessary and sufficient documentation to justify the amounts Defendant claims Plaintiff is owed. For these reasons, among others set forth in Plaintiffs Complaint, Defendant is in breach of the Employment Agreement and the Amended and Restated Shareholders' Agreement. 2 55. Denied. The allegations of Paragraph 55 are specifically denied. 56. Admitted. It is admitted that Plaintiff did not furnish an alternate calculation of the amounts due as the information necessary to make that calculation is within Defendant's exclusive possession, custody and control. Plaintiff asked for complete and accurate documentation necessary to make the appropriate calculations, which documentation has not been forthcoming. 57. Denied as stated. Plaintiff filed the lawsuit in question because Defendant refused to pay the amounts allegedly owed for the value of the shares of stock and the amounts owed under the Employment Agreement. Defendant sought to set off alleged costs, the existence and amount of which are disputed, failed to provide adequate and sufficient detail as to the costs it claimed to be entitled to deduct and Defendant required Plaintiff to sign a general release of all claims. For these reasons, among others set forth in Plaintiff's Complaint, Defendant is in breach of the Employment Agreement and the Amended and Restated Shareholders' Agreement. 58. Denied as stated. Defendant has not provided Plaintiff with complete and accurate information or reconciliation in order to determine what amounts are owed by Defendant to Plaintiff. 59. Denied. Conclusion of law to which no response is required. To the extent a response is required, the allegations are specifically denied. 60. No response is required as the August 22, 2013 letter is a writing which speaks for itself. If a response is required, Defendant's characterization of the letter is denied and the allegations of Paragraph 60 are therefore denied. 3 WHEREFORE, Plaintiff respectfully requests that Defendant's New Matter be dismissed, with prejudice, and that judgment be entered in favor of Plaintiff and against Defendant for the reasons set forth in Plaintiff's Complaint. PLAINTIFF'S REPLY TO DEFENDANT'S NEW MATTER COUNTERCLAIM 61. Conclusion of law to which no response is required. To the extent a response is required, the allegations of Paragraph 61 are specifically denied. 62. No response is required as the provisions of the Employment Agreement are a matter of record and speak for themselves. To the extent that Defendant mischaracterizes or misconstrues the provisions of that Agreement, the allegations are denied. 63. Admitted in part and denied in part. It is admitted that Plaintiff conducted independent medical examinations for "Per Diem" located in New Cumberland. However, it is specifically denied that conducting those examinations breached the employment agreement. Plaintiff had been performing those independent medical examinations since approximately 1996, before he entered into the Employment Agreement. Defendant, and its shareholders, were well aware that Plaintiff performed those independent medical examinations and never voiced any objection to Plaintiff performing those independent medical examinations and consented to Plaintiff s performing those medical examinations. 64. Admitted. 65. Denied. The allegations of Paragraph 65 are specifically denied. Defendant is a corporate entity and cannot perform independent medical examinations. In further answer, it is specifically denied that Plaintiff directly competed with 4 Defendant. Plaintiff did not work for another medical practice nor was he involved in another occupation as set forth in the Agreement. Additionally, Defendant, and its shareholders, were well aware of, and consented to, Plaintiff's performing independent medical examinations at Per Diem. 66. Conclusion of law to which no response is required. To the extent a response is required, the allegations of Paragraph 66 are specifically denied. 67. No response is required as the provisions of the Shareholders' Agreement are a matter of record and speak for themselves. To the extent that Defendant mischaracterizes or misconstrues the provisions of that Agreement, the allegations are denied. 68. Denied. First, the provisions of the Shareholders' Agreement are a matter of record and speak for themselves. To the extent that Defendant mischaracterizes or misconstrues the provisions of that Agreement, the allegations are denied. Secondly, after reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to what Defendant "became aware" of, and the allegations are therefore denied. Finally, it is specifically denied that Plaintiff was soliciting patients. 69. Denied. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to what "caused Defendant to direct correspondence to Plaintiff' and therefore the allegation is denied. It is further denied that Plaintiff in any way solicited patients or in any way acted unlawfully. 70. No response is required as the letter of December 7, 2012 is a writing which speaks for itself. If a response is required, the speculation, allegations, 5 accusations, and conclusions set forth in that letter are denied and the allegations of Paragraph 70 are therefore denied. 71. No response is required as the provisions of the Shareholders' Agreement are a matter of record and speak for themselves. To the extent that Defendant mischaracterizes or misconstrues the provisions of that Agreement, the allegations are denied. 72. Denied. First, the provisions of the Shareholders' Agreement are a matter of record and speak for themselves. To the extent that Defendant mischaracterizes or misconstrues the provisions of that Agreement, the allegations are denied. Secondly, after reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to what Defendant "has learned", and the allegations are therefore denied. Finally, it is specifically denied that Plaintiff attempted to solicit Defendant's employees or that Plaintiff is in any way in violation of the Agreement. 73. Denied. Conclusion of law to which no response is required. To the extent a response is required, it is denied that Plaintiff breached the Employment Agreement and/or the Shareholders' Agreement. 74. Denied. Conclusion of law to which no response is required. To the extent a response is required, the allegations of Paragraph 74 are specifically denied. 75. Denied. Conclusion of law to which no response is required. To the extent a response is required, the allegations of Paragraph 75 are specifically denied. WHEREFORE, Plaintiff respectfully requests that Defendant's New Matter Counterclaim be dismissed, with prejudice, and that judgment be entered in favor of Plaintiff and against Defendant for the reasons set forth in Plaintiffs Complaint. 6 NEW MATTER TO COUNTERCLAIM 76. The foregoing paragraphs are incorporated herein by reference. 77. Defendant's Counterclaim fails to state a claim upon which relief can be granted. 78. Defendant's Counterclaim is barred by any applicable statute of limitations and/or laches. 79. Defendant's Counterclaim is barred by the doctrine of consent. 80. Defendant's Counterclaim is barred by the doctrine of waiver. 81. Defendant's Counterclaim is barred by the doctrine of estoppel. 82. Defendant's Counterclaim is barred by failure of consideration. 83. Defendant's Counterclaim is barred by the doctrine of justification. 84. Defendant's Counterclaim is barred by its own unclean hands. 85. Defendant's Counterclaim fails to state a claim as it requests no specific relief. 86. Defendant's Counterclaim is barred by its own breach of the Employment Agreement and the Shareholders' Agreement. 87. Plaintiff, at all times, was in compliance with the terms of both the Employment Agreement and the Shareholders' Agreement. WHEREFORE, Plaintiff respectfully requests that Defendant's New Matter Counterclaim be dismissed, with prejudice, and that judgment be entered in favor of 7 Plaintiff and against Defendant for the reasons set forth in Plaintiffs Complaint. Respectfully Submitted, NESTICO DRU Date: 5-2.-z- I 1 BY: 'chard B. Druby, Es Attorney I.D. No. 619 1135 East Chocolate Avenue Suite 300 Hershey, PA 17033 717-533-5406 717-533-5717 FAX Attorneys for Plaintiff 8 VERIFICATION I, Robert J. Maurer, M.D., verify that the statements made in the foregoing document are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities. Date: 5-22-2014 Robert J. Maurer, 8 CERTIFICATE OF SERVICE I, Richard B. Druby, Esquire, of the law firm of Nestico Druby, PC, hereby certify that on the 22nd day of May 2014, a copy of the foregoing document was sent via First Class U.S. Mail, postage paid, to the following: Mark D. Bradshaw, Esquire STEVENS & LEE 17 North Second Street 16th Floor Harrisburg, PA 17101 9