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HomeMy WebLinkAbout13-6932 Supreme Coin; `of Pennsylvania Court DCo Pleas For Prothonotary Use Only: T Cil�Cnve Sheet Docket No: tl r � sl � rn CUM ,- RLAND� ' County 1 ` The igformalion collected on this.form is used solely for court administration purposes. This form does not supplement or replace the filing and service ofpleodings or other papers as required by law or rules of court. Commencement of Action: S 0 Complaint Writ of Summons El Petition Transfer from Another Jurisdiction 0 Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: T Philip D. Edwards Quantum Imaging & Therapeutic Associates, Inc. I Are money damages requested? IX Yes J No Dollar Amount Requested: within arbitration limits (check one) E outside arbitration limits O N Is this a Class Action Suit? D Yes ED No Is this an MDJAppeal? ❑ Yes XX No A Name of Plaintiff /Appellant's Attorney: Peter M. Good, Esquire & Jessica E. Mercy, Esquire E! Check here if you have no attorney (are a Self- Represented [Pro Se) Litigant) 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 Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS 0 Intentional 0 Buyer Plaintiff Administrative Agencies I© Malicious Prosecution El Debt Collection: Credit Card D Board of Assessment ( Motor Vehicle I_ Debt Collection: Other O Board of Elections Nuisance 0 Dept, of Transportation FLI Premises Liability =l Statutory Appeal: Other S Q Product Liability (does not include E mass tort) E Employment Dispute: Slander/Libel/ Defamation Discrimination C Other: ? Employment Dispute: Other L_,1 Zoning Board `°' et Empk4amyl+ _ 1 Other: T Cc.r. trnc� I 'ul Other: O MASS TORT 0 Asbestos N nil _] Toxic Tort - DES _ Q Toxic Tort - Implant REAL PROPERTY MISCELLANEOUS D Toxic Waste ❑ Ejectment 0 Common Law /Statutory Arbitration B Q Other: D Eminent Domain /Condemnation E] Declaratory Judgment El Ground Rent Q Mandamus El Landlord /Tenant Dispute 0 Non - Domestic Relations [_:I Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY Mortgage Foreclosure: Commercial 0 Quo Warranto El Dental J Partition 0 Replevin E l Legal ; Quiet Title 0 Other: 1 Medical Other: C7 Other Professional: Updated 1/1/2011 : t PHILIP D. EDWARDS, M.D. IN THE COURT OF COMMONS PLEAS Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA V. NO. QUANTUM IMAGING & CIVIL ACTION — LAW THERAPEUTIC ASSOCIATES, INC., Defendant. JURY TRIAL DEMANDED NOTICE 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 (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. 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. Lawyer Referral Service of The Cumberland County Bar Association 32 S. Bedford Street Carlisle PA 17013 c - a 717 249 -3166 ( ) M 7 A CD 1 PHILIP D. EDWARDS, M.D. IN THE COURT OF COMMONS PLEAS Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA V. NO. QUANTUM IMAGING & CIVIL ACTION — LAW THERAPEUTIC ASSOCIATES, INC., Defendant. JURY TRIAL DEMANDED AVISO USTED HA SIDO DEMANDADO /A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes piginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente o pot medio de un abogado una comparecencia esctita y radicando en la Corte pot escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo pot cualquiet suma de dinero reclamada en la demanda o cualquier otra reclamacion o remedio solicitado pot el demandante puede set dictado en contra suya pot la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad a otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Lawyer Referral Service of The Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249 -31665 s i Caldwell & Kearns, P.C. Peter M. Good, Esq. 3631 North Front Street I.D. No. 64316 Harrisburg, PA 17110 Jessica E. Mercy, Esq. (717) 232 -7661 (phone) I.D. No. 206405 (717) 232 -2766 (fax) pgood @cklegal.net jmercy @cklegal.net Attorneys for Plaintiff Pbilip D. Edwards, M.D. PHILIP D. EDWARDS, M.D. IN THE COURT OF COMMONS PLEAS Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA V. NO. QUANTUM IMAGING & CIVIL ACTION — LAW THERAPEUTIC ASSOCIATES, INC., Defendant. JURY TRIAL DEMANDED COMPLAINT AND NOW COMES, Plaintiff Philip D. Edwards, M.D., by and through his attorneys, Caldwell & Kearns, P.C., to file the within Complaint against Defendant Quantum Imaging & Therapeutic Associates, Inc. by averring as follows: Parties 1. Plaintiff Philip D. Edwards, M.D. (hereinafter "Plaintiff") is an adult individual who resides at 6330 Pennsboro Drive, Mechanicsburg, Cumberland County, Pennsylvania 17050. 2. Defendant Quantum Imaging & Therapeutic Associates, Inc. (hereinafter "Defendant ") is a Pennsylvania business corporation with a principal place of business located at 629 D Lowther Road, Lewisberry, York County, Pennsylvania 17339. Jurisdiction and Venue 3. This Court has jurisdiction over the parties and the subject matter of the instant dispute. 4. Venue is appropriate in York County, Pennsylvania under Pennsylvania Rule of Civil Procedure 1006, as the contract that is the subject matter of this Complaint was made and entered t into in York County. Facts 5. On or about April 1, 2010, Plaintiff and Defendant entered into a written Shareholder Radiologist Employment Agreement (hereinafter the "Agreement "), whereby Defendant agreed to employ and compensate Plaintiff as an interventional radiologist and Plaintiff agreed to perform certain professional radiology services for Defendant. A true and correct copy of the Agreement is attached hereto and incorporated herein as Exhibit "A." 6. The initial term of the Agreement began on April 1, 2010 and ended on December 31, 2011. See Ex. A at 13. 7. Following the initial term of the Agreement, the Agreement automatically renewed for consecutive one -year terms, unless earlier terminated. See Ex. A. at ¶ 3. 8. Pursuant to the terms and conditions of the Agreement, Plaintiff or Defendant could terminate the Agreement at any time by providing the other party with one hundred eighty (180) days written notice. See Ex. A. at ¶ 3. 9. In addition, the Agreement would be immediately terminated if (1) Plaintiff ceased to be authorized to practice medicine in the Commonwealth of Pennsylvania, (2) Plaintiff died, retired or became permanently disabled or (3) Plaintiff was removed from his employment with Defnedant "for cause." See Ex. A. at T 3. 10. Thereafter, on March 28, 2013, Defendant provided written notice to Plaintiff that he was being terminated from his employment effective March 7, 2013 "for cause" pursuant to Paragraph 3(b) of the Agreement for "engag[ing] in materially unprofessional, dishonest, or fraudulent conduct which is detrimental to the reputation, character or standing of [Defendant]." A true and correct copy of the Notice of Termination is attached hereto and incorporated herein as Exhibit `B." 2 T 11. Contrary to the statements contained in the Notice of Termination, Defendant did not have "cause" to terminate Plaintiff's employment under the Agreement. 12. As a result, Defendant was required to provide Plaintiff with one hundred eighty (180) days written notice before terminating the Agreement. 13. By failing to provide Plaintiff with one hundred eighty (180) days written notice before terminating the Agreement, Defendant breached the Agreement. 14. It is believed and therefore averred that following Defendant's termination of Plaintiff's employment without "cause," Defendant made untrue and defamatory statements to numerous prospective employers, hospitals, radiology practices and other health care providers throughout the United States that Defendant had "cause" to terminate Plaintiff's employment with Defendant for "engag[ing] in materially unprofessional, dishonest, or fraudulent conduct which is detrimental to the reputation, character or standing of [Defendant]." 15.' As a direct and proximate result of Defendant's defamatory statements, Plaintiff has suffered damage to his reputation and has been unable to secure employment within the United States despite his extensive education, experience and qualifications. COUNTI Breach of Contract Philip D. Edwards, M.D. P. Quantum Imaging �' TherapeuticAssociates, Inc. 16. Plaintiff hereby incorporates by reference Paragraphs 1 through 15 of this Complaint as if set forth fully herein. 17. On or about April 1, 2010, Plaintiff and Defendant entered into the Agreement, whereby Defendant agreed to employ and compensate Plaintiff as an interventional radiologist and Plaintiff agreed to perform certain professional radiology services for Defendant. See Ex. A. at ¶ 3. 18. The initial term of the Agreement began on April 1, 2010 and ended on December 31, 2011. See Ex. A. at $ 3. 3 19. Thereafter, the Agreement automatically renewed for two consecutive one -year terms, the first beginning on January 1, 2012 and ending on December 31, 2012 and the second beginning on January 1, 2012 and ending on December 31, 2012. See Ex. A. at ¶ 3. 20. Pursuant to the terms and conditions of the Agreement, Plaintiff or Defendant could terminate the Agreement at any time by providing the other party with one hundred eighty (180) days written notice. See Ex. A. at ¶ 3. 21. In addition, the Agreement would immediately terminate if (1) Plaintiff ceased to be authorized to practice medicine in the Commonwealth of Pennsylvania, (2) Plaintiff died, retired or became permanently disabled or (3) Plaintiff was removed from his employment "for cause." See Ex. A. at $ 3. 22. On March 28, 2013, Defendant provided written notice to Plaintiff that he was being terminated from his employment effective March 7, 2013 "for cause" pursuant to Paragraph 3(b) of the Agreement for "engag[ing] in materially unprofessional, dishonest, or fraudulent conduct which is detrimental to the reputation, character or standing of [Defendant]." See Ex. A at 13 and Ex. B. 23. Contrary to the statements contained in the Notice of Termination, Defendant did not have "cause" to terminate Plaintiff's employment under the Agreement. 24. Because Defendant did not have "cause" to terminate the Agreement, Defendant was required to provide Plaintiff with one hundred eighty (180) days written notice before terminating the Agreement. 25. Defendant breached the Agreement by failing to provide Plaintiff with one hundred eighty (180) days written notice of its termination of the Agreement. 26. As a direct and proximate result of Defendant's breach of the Agreement, Plaintiff suffered damages in an amount equal to one hundred eighty (180) days of compensation under the Agreement. 4 1 t WHEREFORE, Plaintiff Philip D. Edwards, M.D. respectfully requests that this Honorable Court enter judgment in his favor and against Defendant Quantum Imaging & Therapeutic Associates, Inc. in an amount in excess of $50,000.00, together with interest, the costs of this action, attorneys' fees and such other relief that this Court may deem reasonable and just. COUNT II Defamation Philip D. Edwards, M.D. v. Quantum Imaging d� Therapeutic Associates, Inc. 27. Plaintiff hereby incorporates by reference Paragraphs 1 through 26 of this Complaint as if set forth fully herein. 28. It is believed and therefore averred that following Defendant's termination of Plaintiff's employment without "cause," Defendant made untrue and defamatory statements to numerous prospective employers, hospitals, radiology practices and other health care providers throughout the United States that Defendant had "cause" to terminate Plaintiff's employment with Defendant for "engag[ing] in materially unprofessional, dishonest, or fraudulent conduct which is detrimental to the reputation, character or standing of [Defendant]." 29. The prospective employers, hospitals, radiology practices and other health care providers understood the defamatory meaning of Defendant's statements and that Defendant intended to apply such statements to Plaintiff because despite Plaintiff's extensive education, experience and qualifications, Plaintiff has been unable to find employment within the United States. 30. As a direct and proximate result of Defendant's defamatory statements, Plaintiff has suffered damage to his reputation and has been unable to secure employment within the United States despite his extensive education, experience and qualifications. WHEREFORE, Plaintiff Philip D. Edwards, M.D. respectfully requests that this Honorable Court enter judgment in his favor and against Defendant Quantum Imaging & Therapeutic Associates, Inc. in an amount in excess of $50,000.00, together with interest, the costs of this action, 5 � t attorneys' fees and such other relief that this Court may deem reasonable and just. Respectfully Submitted, CALDWELL & KEARNS, P.C. Dated: November �, 2013 By: Peter M. Good, Esquire — I.D. No. 64316 Jessica E. Mercy, Esquire — I.D. No. 206405 3631 North Front Street Harrisburg, PA 17110 (717) 232 -7661 (717) 232 -2766 pgood @cklegal.net jmercy @cklegal.net Attorneys for PlaintiPhilo D. Edwards 6 VERIFICATION I, Philip D. Edwards, MD, verify that the statements contained in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that false statements therein are made subject to the penalties of 18 Pa. C.S. section 49044, relating to unsworn falsification to authorities. Dat:c: Philip D. Edwards, M.D. � t SHAREHOLDER RADIOLOGIST EMPLOYMENT AGREEMENT THIS AGREEMENT, is entered into as of the _ day of (the "Effective Date "), between QUANTUM IMAGING & THERAPEUTIC ASSOCIATES, INC., a Pennsylvania professional corporation (hereafter called the "Employer "), and PHILIP DOUGLAS EDWARDS, MA MB AFOM FRCS FRCS CCST (hereafter called the "Employee "), who is a shareholder of Employer. This agreement supersedes any and all previous employment agreements between Employee and Employer with respect to Employee's employment. IN CONSIDERATION of the promises and mutual covenants herein contained, the parties agree as follows: 1. Employment As authorized by resolution of its Board of Directors (the "Board "), the Employer hereby employs the Employee and the Employee hereby accepts such employment on the terms and conditions of this Agreement, the commencement date for such employment to be April 1, 2010 (the "Commencement Date "). Employee's employment with Employer is conditioned upon: a. Employer successfully obtaining professional liability insurance for Employee at a rate commensurate with Employee's subspecialty and with its then current Professional Liability Insurance Carrier. b. Employee obtaining and maintaining all necessary active staff privileges at Holy Spirit Hospital, Pinnacle Health Hospitals, Hanover Hospital, Evangelical Community Hospital and at such other entities as may be determined by the Board. C, American Board of Radiology certification or comparable Board Certification or Board Eligibility with the associated requirement that certification must be obtained before shareholder status can be offered. See attached Addendum E — European Board Certification. The Employee will actively engage in the practice of medicine for the Employer and will devote Employee's efforts and substantially Employee's full business time and attention to such practice. The Employee will not engage in the practice of medicine other than for the Employer unless specifically authorized by the Employer's Board, although reasonable amounts of time may in the Employee's own discretion and during such hours as he /she is not obligated to any duties for the Employer be devoted to personal business not involving the rendering of medical services and to charitable and professional activities. The Employee is however fA2107 s3:1} 1 s t allowed to act as a Consultant for a Medical Equipment or Medical Services Company provided these roles do not result in conflict of interest with the Employer. The Intellectual Property of the Employee and all patents, Licensing Agreements and other commercial arrangements remain with the Employee. In connection with such services. the Employee will not utilize Employer's time, facilities or labs or Employer's customer's time, facilities or labs for any entrepreneurial initiatives unless agreed upon by all parties. 2. Performance of Employment Employee shall provide professional radiology services for Employer, including, but not limited to, ultrasound, MRI, CT, PET, echocardiography, mammography, interventional radiology, stereotactic breast biopsy, teleradiology, diagnostic radiology, and any other services directed by Employer, The Employee will observe and comply with such rules, regulations and policies as may from time to time be determined by the Employer's Board and /or officers either orally or in writing, specifically including adherence to the Board of Directors' policies implementing and requiring compliance with productivity- tracking software, or any other similar software that may be adopted by the Employer. The Employee will perform such orders, directions and policies stated by the Employer from time to time. The Employee shall comply with work site policies and procedures established from time to time by all facilities at which the Employer provides ;professional services. The Employer will specifically have the authority to determine the duties to be assigned to the Employee and the Employee's work schedule including the days and hours of Employee's duties for Employer. The Board of Directors may impose monetary penalties upon an Employee who fails to adhere to the work schedule or any other rule, regulation or policy established by the Board of Directors and communicated to Employee if such failure is not cured by Employee with reasonable promptness after receipt of written notice thereof from Employer. The Employer shall also have the power to review all services performed by Employee to determine, bill, and collect all fees for such services. The Employee shall accept and treat all patients and perform all duties assigned to him /her by the Employer and shall turn over to the Employer all fees which may be paid to him/her personally. Nothing herein, however, shall permit any conduct or practices by Employee in violation of federal or state laws, rules and regulations regarding the practice of medicine or national, state, or local canons of medical ethics. The Employee shall be required to complete a minimum number of work equivalent units (WEU's) per year, as determined annually by a resolution of the Employer's fAR1M7763 11 7 Board of Directors, and as modified by the attached Compensation addendum, unless Employee is prevented from completing the minimum required WEU's because of illness or disability as defined in the attached Short -Term Disability addendum to this Agreement. The Employee maybe required to complete more than the minimum required number of WEU's during each year of employment if the Board of Directors determines that the completion of additional WEU's is required to meet the Employer's contractual commitments. The actual number of annual WEU's assigned to each Employee will be determined by the Board of Directors based upon the Employer's contractual commitments, the number of physicians employed by Employer, and the Employee's request. Annually, each Employee may submit a request to complete WEU's in excess of their annual minimum number of WEU's established by the Board,of Directors. However, assignment of WEU's in excess of the annual-minimum will be at the discretion of the Board of Directors. The Employee shall be credited with WEU's for each hour for which the Employee provides services for the Employer pursuant to the terms of this Agreement and in accordance with the then current Board resolution issued by the Employer's Board of Directors regarding WEU differential definition. The WEU is derived from the number of hours actually worked times a differential applied to the particular shift and day of the week worked. The WEU differentials are established annually and are subject to change from time to time by resolution of the Employer's Board of Directors provided that WEU's shall be credited equally to all Physicians of the same classification employed by the Employer. Subject to the provisions of paragraphs 7, 8 and 13 of this Agreement, Employee may retain income received in the form of legal consulting fees, honoraria, and teaching income ( "Other Services ") if, prior to Employee rendering such Other Services, Employer's Board in its discretion determines that such Other Services are not endeavors which should be pursued in the name of and on behalf of Employer are not inconsistent with the best interest of the corporation and can be performed by the Employee without interference with Employee's duties for Employer under this Agreement. The decisions of the Employer's Board with respect to the Employee rendering Other Services shall be binding and final upon Employee. For the purposes of clarification, Other Services do not include any Intellectual Property and all patents, Licensing Agreements and other commercial arrangements and paid Consultancy work as outlined in paragraph 1. Any income derived from these activities remains with the Employee unless a specific business arrangement is entered into with the Employer. The minimum required WEU's and specific work schedule will be set from year to year by the Employer's Board of Directors and specified in the Compensation, Benefits and Job Requirements addendum attached to this Agreement. Nothing herein, however, shall permit any conduct or practices in violation of federal or state laws, rules and regulations regarding the practice of medicine or national, state, or local canons of medical ethics. 3. Term of Employment The initial term of this Agreement will end on the first December 31 st that follows at least a full 12 months after the Commencement Date, provided Employee is fully licensed to practice medicine in the Commonwealth of Pennsylvania and has obtained and maintains active staff privileges at all entities designated by the Employer's Board of Directors on or before such date. Unless earlier terminated as provided herein, this Agreement shall automatically renew annually after the initial term. This agreement may be terminated by either party at any time upon One Hundred Eighty (180) days written notice to the other party. This Agreement shall otherwise immediately terminate at any time if the Employee should cease to be authorized to practice medicine in the Commonwealth of Pennsylvania, if Employee dies, retires, or becomes permanently. disabled (as defined in the attached Compensation and Short Term Disability addendums), or if Employee is removed from employment "for cause" as hereafter defined, or if Employee ceases to hold shares in Employer for any reason whatsoever; provided, however, that the provisions of paragraphs 7, 8, 9, 11 and 13 hereunder shall, nevertheless, survive termination of this Agreement to the extent of any obligations existing, thereunder on or after the date of termination, and Employer agrees to perform all obligations and duties of Employer under this Agreement up to and including the date of termination. For purposes of this Agreement, Employee's employment may be terminated immediately "for cause" under the guidelines of the then current bylaws of Employer in the following circumstances: a) If a limitation or restriction is imposed by a governing body upon any of Employee's licenses. b) If Employee engages in materially unprofessional, dishonest, or fraudulent conduct or conduct which is detrimental to the reputation, character, or standing of the Employer. C) If Employee abuses alcohol or other substances such that it interferes with his /her ability to render professional judgment on patient care matters. d) if Employee violates any material obligations under this Agreement, including failure to adhere to the Board of Directors' policies implementing and requiring compliance with any productivity- tracking software, or any other software that may be adopted by the Employer, shall require a simple majority vote by the Board of Directors. e) If Employee fails to obtain and maintain all necessary licenses to practice medicine for Employer upon final action by a professional medical organization. f) If Employee pleads guilty or no contest to or is convicted of a felony or is professionally censured for unprofessional conduct by a professional medical organization; g) If Employee's privileges at any hospital are suspended, revoked or not renewed due to professional lack of competency issues. h) If Employee is excluded as a result of any wrongful or unprofessional conduct from any federal or state health insurance program. i) If Employee embezzles or diverts any of the Employer's funds. j) Employee's employment will end at the end of any calendar year in which the Employee did not complete the minimum number of WEU's as determined by the Employer's Board of Directors except if the Employee failed to complete the minimum number of WEU's because of illness or disability as defined in the attached Compensation and Short -Term Disability addendums. 4. Compensation. For the Employee's services hereunder, the Employee shall be compensated as indicated in the Compensation, Benefits and Job Requirements addendum attached hereto. The Employee's compensation shall be payable in accordance with the Employer's payroll policies in effect from time to time. All such compensation shall be subject to the customary withholdings of taxes required by law. The Employee may participate in the Employer's fringe benefit plans and retirement programs as established by Employer's Board of Directors in accordance with each plan's eligibility requirements, terms and conditions as in effect from time to time. In the event of termination, any excess paid advance will be deducted from final termination payroll amounts due the Employee. Any additional advance due will be paid within sixty (60) days from termination. 5. Business Expenses In addition to the compensation otherwise payable to Employee hereunder, the Employer will pay directly or reimburse the Employee for expenses directly associated with the furtherance of Employer's practice or reasonably related to the performance of his/her duties for the Employer. In particular: a) The Employer will pay the cost of Employee's professional society dues to the American College of Radiology, Employee's hospital staff dues, Employee's Pennsylvania medical license, Employee's DEA registration, and Employee's parking fees at all hospitals. All dues and fees associated with maintaining accreditation in the UK and Canada will be met. This specifically includes annual fees payable to the General Medical Council in the UK, annual subscriptions to the Royal College of Radiologists and Royal College of Surgeons and any fees that may become payable to the Canadian Royal College of Radiologists. b) The Employer, at the Employer's cost, shall provide the employee with professional liability insurance. If the Employer purchases professional liability insurance for the Employee on a claims made basis, then upon termination of employment the Employer shall purchase tail coverage for the Employee (excluding MCARE Fund Coverage); provided, however, if the Employee's employment is terminated "for cause," as defined in this Agreement, or if the Employee terminates employment with the Employer without cause and fails to provide the Employer with at least One Hundred Eighty (180) days prior written notice, as provided in Section 3 hereof, the Employee shall reimburse the Employer for the premium paid by the Employer to purchase the tail coverage for the Employee. 4 a To secure the Employee's obligation to reimburse the Employer as described above, the Employee hereby grants to the Employer the right to set -off the tail coverage premium against any amounts otherwise payable to the Employee upon termination of employment, including but not limited to deferred compensation payments payable pursuant to the terms of this Agreement and/or any of its addendums and any contractual right to the payment of the purchase price for the acquisition of the Employee shares in the Employer corporation pursuant to the terms of any stock purchase agreement by and between the Employee and Employer corporation. c) Business expenses incurred by the Employee shall be reimbursed in accordance with such uniform policies and procedures as shall be adopted from time to time by Employer's Board and upon the Employee's submitting an itemized accounting of such expenditures including the date, time, place, business purpose, and amount of expense or such other documentation as the Board shall reasonably require in accordance with the provisions of the Internal Revenue Code affecting reimbursement of such expenses and regulations promulgated thereunder. The Employee shall indemnify and hold harmless the Employer with respect to all interest and penalties and corporate taxes assessed against the Employer because of the Employee's failure to adhere to the Employer's policies and procedures governing the reimbursement of business expenses. Should any business expense be disallowed as a deduction for federal or state income tax purposes as a result of an audit by any government agency, that business expense will be deemed to be taxable compensation to the Employee, and deducted by the Employer as taxable compensation. 6. Paid Time Off Paid time off, if applicable, is described in the Compensation and Short -Term Disability addendums attached hereto. The Employee will not be entitled to paid professional meeting or post - graduate continuing education leave unless provided for in a resolution by the Employer's Board. Furthermore, any unused paid time off available to Employee pursuant to this Agreement and the addendums hereof may be applied against any unpaid leave time requested by Employee pursuant to any federal or state law applicable to Employer or pursuant to any Employer policy. 7. Restrictive Covenant The Employee acknowledges that Employer has expended and continues to expend considerable time and effort to develop and maintain its current professional relationships with the Pinnacle Health System (including Harrisburg t Hospital, Polyclinic Medical Center, Community General Osteopathic Hospital, Fredricksen Center, West Hanover Imaging Center), the Holy Spirit Hospital; Health South Rehabilitation Hospital; Grandview Surgery Center; Hanover Hospital; Memorial Hospital in York; Evangelical Community Hospital in Lewisburg; and other inpatient and outpatient health care facilities at which Employer now provides or in the future will provide professional services, including specifically teleradiology services (collectively referred to as the "Facilities "). The Employee further acknowledges these are the primary sources of the Employer's ongoing practice success and that Employer has a legitimate business interest in protecting its professional relationship with these Facilities. The Employee further recognizes that Employee's entering into competitive practice would likely deprive the Employer of some or all of these practice sources to the substantial detriment of Employer's ongoing practice. Accordingly, while Employee is employed hereunder and for a period of twenty - four (24) months from and after the date the Employee's employment with Employer ends (for any reason), the Employee shall not on behalf of himself /herself or any business or entity: (1) engage in the practice of medicine as a radiologist and /or radiation oncologist to provide services, including, but not limited to, ultrasound, nuclear medicine, radiation oncology, MRI, CT, PET, echocardiography, mammography, interventional radiology, stereotactic breast biopsy, teleradiology, diagnostic radiology, and any other services provided by Employer (collectively referred to as "Radiology /Radiation Oncology Services ") within the following restricted areas: York County, Pennsylvania; Dauphin County, Pennsylvania; Cumberland County, Pennsylvania; Union County, Pennsylvania; and a ten (10) mile radius of any Facilities not within York, Dauphin, Union or Cumberland County, Pennsylvania; and /or (2) practice or render Radiology /Radiation Oncology Services at any of the Facilities. Furthermore, Employee shall not practice teleradiology from any location for any of the Facilities or for any entity within the restricted areas set forth above. Employee also agrees that during Employee's employment hereunder and for a period of twenty -four (24) months from and after the date the Employee's employment with Employer ends (for any reason), Employee shall not engage in the practice of medicine, as a radiologist and /or radiation oncologist, to provide Radiology /Radiation Oncology Services in or to a diagnostic imaging center which provides services for or in connection with any of the Facilities or which is owned or operated by any of the aforesaid Facilities or any affiliate thereof. e In addition thereto, Employee covenants and agrees that during his /her employment hereunder and for a period of twenty -four (24) months from and after the date the Employee's employment ends (for any reason), the Employee shall not manage, operate, control, or participate in the management, operation, and control of, own a proprietary interest in (either as a general partner, a limited partner, shareholder, proprietor, or otherwise) or have a financial interest in any individual partnership, firm, corporation, or institution which provides diagnostic imaging services in or to any of the Facilities or any diagnostic imaging center which provides services for or in connection with any of the Facilities, or which is owned by or operated by any of the Facilities or any affiliates thereof. Employer and Employee agree that this covenant shall not apply to Employee engaging in independent medical examinations and other legal consultations, as well as Employee's continued ownership in MRI Enterprises if applicable. The Employee and the Employer agree that the covenants and agreements of Employee herein contained are reasonably necessary to protect the interests of Employer in whose favor said covenants and agreements are imposed in light of Employer's medical practice and the professional involvement of Employee in such practice. Employer further covenants and agrees with Employee that all shareholder employees with whom Employee is similarly situated with respect to employment with Employer shall be hired only on the condition that such employees sign the same covenant and agree to the same conditions as herein set forth. Employee acknowledges that if Employee violates this restrictive covenant, it will result in irreparable harm to the Employer, and Employer is empowered to enforce Employee's covenant by obtaining an injunction in court (without having to post any bond). If the Employer does obtain such an injunction, and Employee had practiced competitively in the interim, the twenty -four (24) month period will begin to run from the date the injunction is actually granted. Employee agrees that if Employee violates this restrictive covenant, even a grant of injunctive relief may not fully compensate the Employer for the damage suffered from the competitive actions while Employee is in breach of the covenant. Therefore, in addition to an injunction, the Employer may pursue any other available remedies (including, but not limited to, recovery of money damages, court costs, legal fees and the like) as compensation for Employee having competed. In the event that the Employee shall contest the enforceability of this provision of the Employment Agreement, then the period of the restrictive covenant shall be deemed suspended at the time of the filing of such action in which the enforceability is contested. In the event the enforceability of the restrictive covenant is upheld by a court of competent jurisdiction, all periods of appeal having expired thereof, then the "remaining portion" of any such time period shall automatically thereafter once again become effective. For purposes of this provision, the "remaining portion" of any such time period shall be the difference between the full stated time period of twenty -four (24) months less any time that the Employee complied with such provision prior to the filing of the aforesaid action, less any time that the Employee was restrained by any injunction order issued by any court of competent jurisdiction from violating any such provision during the pendency of such action or proceeding. In addition to the remedies hereinabove described, Employee.agrees that in the event Employee violates this restrictive covenant, Employee shall forfeit and Employer shall have no further obligation to pay to Employee any deferred compensation pursuant to the attached Addendum A — Deferred Compensation, should it apply, and any contractual right to the payment of the purchase price for the acquisition of Employee's shares in Employer's corporation pursuant to the terms of any Stock Purchase Agreement by and between Employee and Employer. Employee shall also forfeit any and all amounts due to Employee under the terms of the following agreements, should they apply: Quantum Affiliates Partnership Agreement 8. Non - solicitation Covenant In furtherance of this Agreement and as an inducement to the Employer to enter into this Agreement, and since the Employer will substantially contribute to the Employee's capacity to practice his /her profession by reason of the Employer's existing and future business relationships and other present and future contracts and arrangements for the provision of Radiology /Radiation Oncology Services, the Employee covenants that, while Employee is employed hereunder and for a period of twenty -four (24) months from and after the date Employee's employment with Employer ends (for any reason), Employee shall not. (9) solicit patients or staff members of Employer's practice; or (2) solicit R , contracts to provide Radiology /Radiation Oncology Services at any of the Facilities. The Employee acknowledges that the remedy at law for the breach of this covenant shall be inadequate and the Employer shall be entitled to immediate injunctive relief to prevent future and /or continued violations as well as a claim for damages and such other legal or equitable remedies as may be available arising from such violation. In the event of any breach hereof, the time limitation expressed above shall be tolled from the date of said breach. Further, injunctive relief shall be available to the Employer without the necessity of posting any bond in cash or otherwise. 9. Medical Staff Privileges, If the Employee's employment terminates for any reason (excluding death), the Employee agrees to immediately, upon the effective date of Employee's termination of employment, resign all Radiology /Radiation Oncology Services staff privileges except honorary and /or emeritus medical staff privileges at the Facilities (and at any other hospital at which the Employer's physician- employees then maintain medical staff privileges) and the Employee further agrees not to reapply for any such medical staff privileges for a period of twenty -four (24) months following the effective date of Employee's termination of employment. 10. Resignations If the Employee's employment terminates for any reason, the Employee shall immediately upon the effective date of receipt of notice to terminate employment, be considered to have resigned any position then held by Employee as a Director of the Employer, as well as from any and all offices of the Employer he /she may then hold, and as a Trustee of the Employer's pension and /or profit sharing plans. Although it is the intent of this Paragraph that nothing further be required to effect the resignation of Employee from any of the positions described in this Paragraph, if so requested, the Employee agrees to execute any documents or take such other steps as may be appropriate and helpful to accomplish the intent of the Paragraph. 11. Medical Records Any medical records, histories, charts and the like of patients treated or matters handled by the Employee hereunder shall be the property of the Employer, subject to laws, rules and regulations regarding the practice of medicine or national, state, and local canons of ethics. If, however, upon termination of this Agreement for any reason a patient shall so request or the Board nevertheless considers it appropriate, the Q Employee shall be furnished the original or a copy of the appropriate documents. Any expenses of duplicating such documents shall be borne by the Employee. 12, Accounting Any accounts or calculations required under this Agreement shall be performed by Employer's regular accountant under methods and principles consistently applied and in accordance with generally accepted accounting principles. 13. Confidentiality The Employee shall agree to keep confidential and not to disclose to others during the term of this Agreement, and indefinitely thereafter, any proprietary information, trade secrets, financial information, patient information of Employer, unless such disclosure is expressly agreed to in writing by Employer or required by law. - 14. Various The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as though such invalid or unenforceable provision was omitted. This Agreement may not be assigned by either the Employer or the Employee, and it shall be construed according to the laws of the Commonwealth of Pennsylvania. No amendment of this Agreement (including any addendum attached hereto) shall be effective unless in writing executed by both parties, and no waiver of any term herein shall constitute a general waiver for future purposes. 15. Notification The Employee is required to immediately notify the Employer upon the occurrence of any of the situation that is grounds for "for cause" termination, as described in paragraph 3 herein. 16. Wage Authorization The Employee hereby authorizes the Employer to deduct from the paychecks, compensation, reimbursement and /or other payments such amounts as are necessary to pay, reimburse or correct any errors, miscalculations, overpayments, misapplications of employer policies and /or over utilization of employer benefits, arising during the course of employment. This authorization shall become effective as of the effective date of this agreement and shall be irrevocable. 17. Addendums All addendums attached to this Agreement are hereby incorporated into this Agreement and made a part hereof. The parties may amend such addendums from time -to -time by executing amendments to the same in writing signed by both parties. The following addendums are attached to this Agreement: Addcndti m .13- Short -term 'Disability Addenclum C Class l and Class 2 Compensation, Benefits and job Requirements Addendum N1 _.m Malpractice Addendum E -1' uropean Board Certification IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above. EMPLOYER: QUANTUM IMAGING & THERAPEUTIC ASSOCIATES, INC. ATTEST: Secretary Elizabeth A. Bergey, MAD., President EMPLOYEE: Witness PHILIP DOUGLAS EDWARDS, MA MB AFOM FRCS FRCS CCST (A2107763:1) 13 Addendum B —Short Term Disability Pay This Addendum B to the Employment Agreement made effective as of the I st day of April, 2010, between QUANTUM IMAGING & THERAPEUTIC ASSOCIATES, INC., aPennsylvania professional corporation (hereafter called the "Employer and PHILIP f)OU(JrLAS EDWARDS, MA MB AFOM IRCS FRCR. COST (hereafter called the 4, 1-"rnployee"). IN CONSIDERATION of the promises and mutual covenants herein contained, the parties agree as follows: Short Term Disability Pay In the event the Employee is absent from work because of illness or injury for more than seven (7) consecutive calendar days, and after using all accrued sick time available, beginning on the eighth (8' day the Employee shall be entitled to short-term disability compensation for a maximum period of six (6) months as follows: During the remainder of the first month of disability the Employee shall be entitled to receive one hundred percent (100%) of the Disability Rate as hereinafter defined; during the second month of disability the Employee shall be entitled to receive one hundred percent (100%) of the Disability Rate; and during the third through the sixth months of disability the Employee shall be entitled to receive fifty percent (50%) of the Disability Rate. For purposes hercof the "Disability Rate" shall be based on nine (9) WEUs per day, five (5) days per week, for a total of forty-five (45) WEU's per week and an average of one hundred ninety eight (198) WEUs per calendar month. Should the Employee be projected and scheduled to work less than 2100 WEUs per calendar year, then the daily rate shall be calculated by dividing the number of annual projected and scheduled WETJs by fifty-two and then dividing again by five, producing a daily rate that replaces the nine (9) W8Us per day referenced above. Should the actual Physician projected and scheduled hours for the year fall below 1,000, the Employee will become ineligible for this benefit. This Disability Rate may be adjusted from time-to-time by the Employer's Board of Directors. If the Employee's absence continues beyond six (6) months, his/her JA1421105:1) taxable compensation shall cease until the Employee returns to Full-time employment, but the Employee shall continue to participate in Employee (Tinge benefits. The Employee shall not be entitled to receive any cash bonus paid by the Employer, which the Employee would have received had be/she not been absent during this second six (6) month period. 1f the Employee's absence continues for an additional six (6) months, he/she shall thereupon be terminated from employment under this Agreement, and the Employee's participation in all Employee fringe benefit plans shall cease. Sick days will .not accrue during short-term disability periods. The Employee will not be entitled to sick pay or short-term disability pay for more than the aforesaid six (6) months in any twelve (12) month period. Furthermore, upon the Employee's return to employment after any such absence or absences within the preceding twelve (12) months, any renewed absence due to illness or disability shall be treated as though it were a continuation of the preceding absence. As used herein, the Employee shall be considered "permanently disabled" if Employee suffers a physical or mental disability likely to permanently prevent Employee from performing Employee's usual duties hereunder. The term "permanently disabled" shal I also apply to the Employee's involuntary service (or voluntary service with the Employer's consent or in time of declared war or national emergency) in the armed forces of the United States, except that in such event the Employee shall have a, . right of re-employment no less restrictive than provided by law. As a condition to the receipt of short term disability pay under this paragraph, the determination of the Employee's inability to perform the duties of his employment because of injury or illness shall be made by a physician chosen by the Employer's Board or a physician mutually agreed upon by both parties. Accordingly, the Employee agrees to undergo independent medical examinations by such physician initially and at least every ninety (90) days during the period of the Employee's absence from work. Furthermore, the Employee agrees to authorize the release of all of Employee's pertinent medical records, to such physician, in the possession of other (AI421105:1) 2 Physicians wilt) have examined F.mployee .for the purpose of determining Employee's inability to perfbrrn the duties of his employment because of injury or illness. TN W11-NESS WHEREOF, the parties have executed this Addendum as of the date Crst stated above. Attest: QUANTUM TM.AGING AND TTIERAPEUTIC ASSOCT.AT;F.S, INC. Secretary President/Vice President, Board of Directors "Employer" PHTLTP DOUGLAS EDWARDS, MA MB AFOM FRCS FRCR COST _ By: Witness "Employee" Date (A1421105:1) 3 Addendum C — Employee Class I and Class 2 Compensation, Benefits and Job Requirements This Addendum Cl to the Employment Agreement made effective as or the I st day of April,, 2010 between QUANTUM IMAGING & TH HRAPEUTIC ASSOCIATES, INC., a Pennsylvania professional corporation (hereafter called the "Employer"), and PHILIP DOUGLAS EDWARDS, MA MB AFOM FRCS FRCS CCST (hereafter called the "Employee"). IN CONSIDERATION of the promises and mutual covenants herein contained, the parties agree as follows: 1. Compensation. For the Employee's services herein and together with the Employment Agreement, the Employee shall receive total compensation equivalent to all other Class I and Class 2 Full Time Shareholder Employees (as hereinafter defined) based on the work equivalent unit (WEU) compensation system. The WEU is a number derived by applying a differential to the Employee's actual work hours based upon the time of day and day of the week that the work was performed. The WEU rate shall be that compensation rate per WEU for purposes ofcomputing the employee's advance of compensation. Both the WEU rate and the WEU credit schedule are determined from time to time by the Board of Directors of the Employer. Refer to the most recent Board of Directors resolution regarding the current WEU rate and WEU credit schedule. "Total Compensation" shall equal the sum of the Employee's Advance (as determined from the annual WEU estimate approved by the Board of Directors), plus bonuses paid from time to time by the Board of Directors, plus the Employer's Qualified Retirement Plan contributions made on behalf of the Employee, plus the cost of additional Employee benefits in effect from time to time and determined by the Employer's Board of Directors to be included in the Employee's total compensation package including, but not limited to, life insurance premiums, health insurance premiums, disability insurance premiums, Employer FICA tax, and reimbursable business expenses as described in Section 5 (b.) of the Employment Agreement. t a A "Full -time Shareholder Employee" shall mean an Employee of the Employer who is a Shareholder and who satisfies the minimum requireinents deternnined from time to time by the l";mployer's Board of Directors to maintain "Full -time Shareholder Employee" status. 2., Bo Payments if the Employee's employment hereunder terminates for any reason other than permanent disability or for cause (as defined herein) while this Agreement is in effect, the Employee shall be compensated as determined by the total compensation system regarding bonus effective as of the end of the month prior to the termination date. Such payments will be made to the Employee within thirty (30) days after the Bonus is declared by the Employer's Board of Directors. However, if, while this Agreement is in effect, the :Etnployec's employment terminates "for cause" or if the Employee terminates his/her employment and violates the restrictive covenant and/or non - solicitation covenant provisions of the Agreement, then the Employee shall not be entitled to his/her pro rata share of any cash bonuses (as described in the preceding paragraph) otherwise payable under the total compensation system. 3 Paid T.i.me Off Sick pay - Employee shall be entitled to five (5) sick days per year on a calendar year accrual basis, for which Employee shall be credited with nine (9) WEU's per day. Unused sick days will not carry forward to the next calendar year. The 'Employee will not be entitled to paid vacation, professional meetings or post- graduate continuing education leave unless so delineated in the then current Reimbursement Request policy. 4. Job Requirements The minimum number of actual hours worked to .maintain shareholder status will be stated in the most current resolution issued by the Employer's Board of Directors regarding the total compensation system for shareholders and shareholder track physicians. 2 r N WITNESS W14F:REOF, the parties have executed this Addendum C as of the date first stated ,ibovc. ,Attest: QUANTUM IMAGING AND THERAPEUTIC ASSOCIATES, INC. By "r Secretary Elizabeth A. Bergey, M.D., President �.....,� __ By: witness PHILIP DOUGLAS EDWARDS, MA MB AFOM FRCS FRCS CCST Date 3 Addendum M - Professional Liability Insurance Benefits This Addendum M to the .Employment Agreement made effective the 1st day of April 2010, between OUt\NTUM IMAGING & THERA PE. UTI C ASSOCIATES, INC., a Pennsylvania professional corporation (hereafter called the "Employer"), and PHIIJP DOUGLAS EDWARDS, MA M B AFOM FRCS FRCR CCST(hcreafter called the "Employee"). IN CONSIDERATION of the promises and mutual covenants herein contained, the parties agree as :follows: 1. Payment of Professional Liability Insurance Premiums. The Employer, at the Employer's cost, shall provide the employee with Professional Liability Insurance subject to the provisions of paragraph 5 of the Employment Agreement. If the Employer purchases Professional tJability Insurance for the Employee on a "Claims Made" basis; upon termination of employment the Employer shall purchase "Tail Coverage" for the Employee (excluding CAT Fund Coverage), provided, however, if the Employee's Employment is terminated 1 1 0T cause, as defined in the Employment Agreement, or if the Employee terminates Rmployment with the Employer without cause and fails to provide the Employer with at least one hundred eighty (180) days prior written notice, as provided in the Employment Agreement, the Employee shall reimburse the Employer for the premium paid by the Employer to purchase the Tail Coverage for the Employee. The'requirement of 180 days prior written notice to terminate Employment without cause is waived with respect to Class 11 employees. To secure the Employee's obligation to reimburse the Employer as described above, the Employee hereby grants to the Employer the right to setoff the Tail Coverage Premium against any amounts otherwise payable to theEmployee upon termination of Employment, including but not limited to deferred compensation payments payable pursuant to the terms of the Employment Agreement and any contractual right to the payment of the purchase price for the acquisition of the Employee shares in the Employer corporation pursuant to the terms of any stock purchase agreement by and between the Employee and Employer corporation. r IN WITNESS WHEREOF, the parties have executed this Addendum M as of the date first stated above. QUANTUM IMAGING AND I'll F.RAPF.t.UTIC ASSOCIATES, INC. Y' Secretary President/Vice President, Board of Directors " Employer " PI- III,IP DOUGLAS EDWARDS, MA MB ATOM FRCS FRCR COST — _ By: Witness "Employee" Date (A1421112:1) Addendum E — European Board Certification This Addendum E to the Employment Agreement made effective as of the I st day of April, 2010, between QUANTUM IMAGING & THERAPELiTiC ASSOCIATES, INC., a Pennsylvania professional corporation ( hereafter called the "Employer"), and PHILIP DOUGLAS EDWARDS, MA MB AFOM FRCS FRCR CCST (hereafter called the "E flip] oyce") - IN CONSIDERATION of the promises and mutual covenants herein contained, the parties agree as Hollows: Employer agrees to acknowledge, for the duration of Employee's tenure with the Employer, the Employee's European Board certification as fulfillment of contractual requirement section I.e. of Shareholder Radiologist Employment Agreement and to support the membership fees and dues of the Certification through the Royal College of Physicians and Surgeons of Canada as comparable to acquisition of American Board or Radiology certification. IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first stated above. Attest: QUANTUM IMAGING AND THERAPEUTIC ASSOCIATES, INC. B Secretary President/Vice President, Board of Directors "Employer" PHILIP DOUGLAS EDWARDS, MA MB, AFOM FRCS FRCR CCST By: Witness "Employee" Date {A 1421105:1) 1 I f j I i ' l t � t 1 I r J e I I I i i { j i I 1 l I ' I Exhibit B Imaging &Therapeutic Associates, Inc. CORPORATE OFFICE 629 -D Lowther Road, Lewisberry, PA 17339 -9222 1.877. 938.2765 Fax: (717) 932.3095 March 28, 2013 Philip D. Edwards, MA MB AFQM FRCS FRCR CCST 6330 Pennsboro Drive Mechanicsburg, PA. 17050 Dear Dr. Edwards: The consideration period under the offered Separation Agreement having expired on March 28, 2013 without your acceptance, please be advised that the Board of Directors has taken action to terminate your employment with Quantum Imaging & Therapeutic Associates, Inc. effective March 7, 2013 in accordance with paragraph 3b of your Employment Agreement. We would remind you of the obligations contained in the Employment Agreement in paragraph 9 with regard to you resigning your medical staff privileges, as well as the obligations in paragraphs 7 and 8 with regard to the Restrictive Covenant and Non - Solicitation Covenant. Finally, we would remind you of your obligation with regard to professional liability insurance coverage including tail coverage as set forth in paragraph 5b and addendum. Sincerely, r-, Elizabeth A. Bergey, M.1 President PHILIP D. EDWARDS, M.D. IN THE COURT OF COMMONS PLEAS Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 13- 6 32 CVil QUANTUM IMAGING& CIVIL ACTION-LAW THERAPEUTIC ASSOCIATES, INC., Defendant. JURY TRIAL DEMANDED ACCEPTANCE OF SERVICE AND NOW comes Glenn R. Davis Esquire, attorney for Defendant, Quantum Imaging & Therapeutic Associates, Inc., who, pursuant to Pa.R.C.P. No. 402(b), states: I accept service of the Complaint on behalf of Quantum Imaging & Therapeutic Associates,Inc. and certify that I am authorized to do so. Date: lob 3 13 �l- Glenn R. Davis,Esquire GOLDBERG KATZMAN Michael Crocenzi (Pa. I.D. No. 66255) 4250 Crums Mill Rd., Suite 301 Harrisburg, PA 17112 717-234-4161 Attorneys for Defendant Quantum Imaging & Therapeutic Associates, Inc. : CUMBERLAND COUNTY PHILIP D. EDWARDS, M.D. : COURT OF COMMON PLEAS Plaintiff, : CIVIL ACTION—LAW • v. : NO. 13-6932 CIVIL QUANTUM IMAGING & THERAPEUTIC : ASSOCIATES, INC. : JURY TRIAL DEMAND • Defendant NOTICE TO PLEAD .— TO Philip D. Edwards c/o Peter M. Good, Esquire Caldwell & Kearns, P.C. 3631 North Front Street Harrisburg, PA 17110 You are hereby notified to file a written response to the enclosed Answer to Complaint with New Matter within twenty (20) days from service hereof or a default judgment may be entered against you. Respectfully submitted, GOLDBE' T P.C.A1Nl, By: Michael J. Cro enzi, Esquire Attorney I. D. No. 66255 Kathryn E. Peters, Esquire Attorney I.D. No. 314903 4250 Crums Mill Road, Suite 301 Harrisburg, PA 17112 Telephone: (717) 234-4161 Fax: (717) 234-6808 Attorneys for Defendant Quantum Imaging & Therapeutic Associates, Inc. Date: January 21, 2014 {00681649;v1} GOLDBERG KATZMAN Michael Crocenzi (Pa. I.D. No. 66255) 4250 Crums Mill Rd., Suite 301 Harrisburg, PA 17112 717-234-4161 Attorneys for Defendant Quantum Imaging & Therapeutic Associates, Inc. : CUMBERLAND COUNTY PHILIP D. EDWARDS, M.D. : COURT OF COMMON PLEAS Plaintiff, : CIVIL ACTION—LAW • v. : NO. 13-6932 CIVIL QUANTUM IMAGING & THERAPEUTIC : ASSOCIATES, INC. : JURY TRIAL DEMAND • Defendant • DEFENDANT'S ANSWER TO COMPLAINT WITH NEW MATTER Defendant Quantum Imaging & Therapeutic Associates, Inc. ("Defendant"), by and through its undersigned counsel, Goldberg Katzman, P.C., answers the Complaint ("Complaint") as follows: 1. Denied. Defendant is without sufficient knowledge to answer this allegation and proof thereof is demanded. 2. Admitted. 3. Admitted. 4. Denied. By way of further answer, the Defendant submits to venue in the Court of Common Pleas of Cumberland County. 5. Admitted in part and denied in part. Defendant admits that the parties entered into a Shareholder Radiologist Employment Agreement. The Defendant denies all remaining allegations because the Plaintiff does not fully set forth the rights and duties of the parties as 1 {00681649;v1} provided for in the Agreement. Furthermore, Exhibit"A"to the Complaint is not a true and correct copy of the Agreement between the parties. 6. Admitted. 7. Admitted. 8. Admitted. 9. Denied. The Plaintiff does not accurately or completely cite the provisions in the Agreement. 10. Admitted. 11. Denied and proof thereof is demanded. 12. Denied and proof thereof is demanded. 13. Denied and proof thereof is demanded. 14. Denied and proof thereof is demanded. 15. Denied and proof thereof is demanded. 16. Defendant hereby incorporates by reference the answers to paragraphs 1 through 15 of the Complaint as if set forth fully herein. 17. Admitted in part and denied in part. Defendant admits that the parties entered into a Shareholder Radiologist Employment Agreement. The Defendant denies all remaining allegations because the Plaintiff does not fully set forth the rights and duties of the parties as provided for in the Agreement. Furthermore, Exhibit"A"to the Complaint is not a true and correct copy of the Agreement between the parties. 18. Admitted. 19. Admitted. 20. Admitted. 2 {00681649;v1} 21. Denied. The Plaintiff does not accurately or completely cite the provisions in the Agreement. Proof thereof is demanded. 22. Admitted. 23. Denied and proof thereof is demanded. 24. Denied and proof thereof is demanded. 25. Denied and proof thereof is demanded. 26. Denied and proof thereof is demanded. 27. Defendant hereby incorporates by reference the answers to paragraphs 1 through 26 of the Complaint as if set forth fully. 28. Denied and proof thereof is demanded. 29. Denied and proof thereof is demanded. 30. Denied and proof thereof is demanded. NEW MATTER 1. Plaintiff has failed to mitigate his damages. 2. Plaintiff has failed to state a cause of action for which relief can be granted. 3. Any statements made by Defendant about the Plaintiff are protected by both qualified and conditional privilege. 4. Any statements made by Defendant about Plaintiff are true. 5. The Defendant requests a jury trial. 3 {00681649,v1) GOLDBERG KATZMAN, P.C. By: I mitt_ Michael J. Cr.cenzi, Esquire Attorney I. D. No. 66255 4 Kathryn E. Peters, Esquire Attorney I.D. No. 314903 4250 Crums Mill Road, Suite 301 Harrisburg, PA 17112 Telephone: (717) 234-4161 Fax: (717) 234-6808 Attorney for Quantum Imaging& Therapeutic Associates, Inc. Date: January 21, 2014 4 {00681649;v1} VERIFICATION The undersigned hereby states that the information and statements in the foregoing Answer to Complaint with New Matter are true and correct to the best of my information, knowledge and belief; and that the foregoing information and statements are made subject to the penalties of 18 Pa.C.S.A. Section 4904 relating to unsworn falsification to authorities. Dr. Elizabeth Bergey January , 2014 {00681649,v I} CERTIFICATE OF SERVICE I hereby certify that I served a true and correct copy of the foregoing document upon all parties or counsel of record by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage prepaid on this day, addressed to the following: Peter M. Good, Esquire Jessica E. Mercy, Esquire Caldwell & Kearns, P.C. 3631 North Front Street Harrisburg, PA 17110 Attorney for Plaintiff GOLDBERG KATZMAN, P.C. ■ By: Alai Michael J. Cr.cenzi, Esquir' 4250 Crums Mill Road, Sui'z I1 Harrisburg, PA 17112 Telephone: (717) 234-4161 Fax: (717) 234-6808 Attorney for Quantum Imaging& Therapeutic Associates, Inc. Date: January 21, 2014 {00681649;v1) Caldwell&Kearns,P.C. ti it`. `'� ` Peter M. Good,Esq. 3631 North Front Street p � t• 32 I.D.No. 64316 Harrisburg,PA 17110 Jessica E.Mercy,Esq. (717) 232-7661 (phone) CO s ' I.D.No. 206405 (717)232-2766 (fax) ;;UMBERLAhU pgood @cklegal.net PE HS'I'LV NI jmercy @cklegal.net Attorneys for PlaintfPhilip D.Edwards,M.D. PHILIP D. EDWARDS,M.D. IN THE COURT OF COMMONS PLEAS Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 13-6932 CIVIL QUANTUM IMAGING & CIVIL ACTION—LAW THERAPEUTIC ASSOCIATES, INC., . Defendant. JURY TRIAL DEMANDED PLAINTIFF'S REPLY TO DEFENDANT'S NEW MATTER AND NOW comes, Plaintiff Philip D. Edwards, M.D., by and through his attorneys, Caldwell& Kearns,P.C., to file the within Reply to Defendant's New Matter by averring as follows: 1. Denied. The averments of this paragraph contain conclusions of law to which no responsive pleading is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed required, the averments are specifically denied,with strict proof thereof demanded at trial. By way of further denial,it is specifically denied that Plaintiff failed to mitigate his damages. 2. Denied. The averments of this paragraph contain conclusions of law to which no responsive pleading is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed required, the averments are specifically denied,with strict proof thereof demanded at trial. 3. Denied. The averments of this paragraph contain conclusions of law to which no responsive pleading is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed required, the averments are specifically denied,with strict proof thereof demanded at trial. 4. Denied. The averments of this paragraph contain conclusions of law to which no responsive pleading is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed required, the averments are specifically denied,with strict proof thereof demanded at trial. 5. Denied. The averments of this paragraph contain conclusions of law to which no responsive pleading is required under the Pennsylvania Rules of Civil Procedure. To the extent that a response is deemed required, the averments are specifically denied,with strict proof thereof demanded at trial. By way of further denial, after reasonable investigation,Plaintiff is without knowledge or information sufficient to form a belief as to the truth of the averments of this paragraph and the averments are therefore specifically denied,with strict proof thereof demanded at trial. WHEREFORE, Plaintiff Philip D. Edwards, M.D. respectfully requests that this Honorable Court enter judgment in his favor and against Defendant Quantum Imaging&Therapeutic Associates, Inc. in an amount in excess of$50,000.00, together with interest, the costs of this action, attorneys' fees, and such other relief that this Court may deem reasonable and just. Respectfully Submitted, CALDWELL & KEARNS, P.C. Dated: anua 30, 2014 B J � � By:y .0(71 1,(1 Peter M. Good, Esquire—I.D. No. 64316 Jessica E. Mercy, Esquire—I.D. No. 206405 3631 North Front Street Harrisburg, PA 17110 (717) 232-7661 Attorneys for Plaintiff Philip D. Edwards v PHILIP D. EDWARDS, M.D. IN THE COURT OF COMMONS PLEAS Plaintiff, CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 13-6932 CIVIL QUANTUM IMAGING & CIVIL ACTION—LAW THERAPEUTIC ASSOCIATES, INC., . Defendant. JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, Peter M. Good, attorney for the Plaintiff in the above-captioned matter, certify that I this day served a copy of the foregoing Reply to New Matter upon the person(s) indicated below by depositing a copy of the same in the United States Mail, first class, postage prepaid, at Harrisburg, Pennsylvania, and addressed as follows: Michael J. Crocenzi, Esquire Kathryn E. Peters, Esquire Goldberg Katzman, P.C. 4250 Crums Mill Road, Suite 301 Harrisburg,PA 17112 CALDWELL & KE RNS, P.C. Dated: January 30, 2014 By: Peter M. Good, E uire—I.D. No. 64316 Jessica E. Mercy, Esquire—I.D. No. 206405 3631 North Front Street Harrisburg,PA 17110 (717) 232-7661 Attorneys for Plaint Philip D. Edwards 13426-001/FL*3222