It will address both Employment Agreements for employed as well as physician owners.

1. How to Review a Contract for Owners & Employed PhysiciansJohn A. Lutz, FACHE, FACMPEPrincipalLutz Healthcare Consultants, LLCNYSAFP Winter Conference January 31, 2009Lake Placid, New York

2. PurposeThe purpose of this interactive session is to provide you with an understanding of the elements contained within and factors to consider before executing an Employment Agreement. It will address both Employment Agreements for employed as well as physician owners. It will also address the differences between physician employment in an academic (or hospital) employment situation and a private practice environment. Before signing any agreement, especially an employment agreement, please ask an experienced attorney who specializes in health care employment law to review the agreement. It may be the best money you ever spent for legal advise.

3. Common Employment Agreement Elements: 1. Preamble: Names of parties; Type of business entity (i.e. Professional Corporation [PC], Professional Limited Liability Company [PLLC], Corporation [Hospital], etc.); & Effective Date. 2. Recitals: The "whereas“ paragraphs; often giving background, such as "Group is a medical group practice having offices in the State of New York and wishing to employ a physician in the specialty of family practice ..." and "Physician is a board certified family physician licensed to practice medicine in the State of New York and wishes to be so employed. ..."

4. Common Employment Agreement Elements (Con’t): 3. Definitions: Can help shorten and simplify a complex agreement. Defined terms usually capitalized throughout the document. 4. Primary Obligations of the Physician: Duties, minimum hours (i.e. full or part-time status); minimum credentials (e.g., board certification or eligibility, NYS license, Drug Enforcement Agency & hospital privileges); whether outside work is permitted; intellectual property rights & for purposes of third-party reimbursement, declaration of employer’s sole right to bill and collect (with reassignment of fee income to employer). 5. Primary Obligations of the Employer: Salary and benefits, working facilities, staff support, equipment & supplies to be provided by employer.

5. Common Employment Agreement Elements (Con’t): 6. Mutual Obligations: Documentation, correct coding, records maintenance, privacy & billing compliance. 7. Term and Termination Provisions: Not less than one year and not more than two without opportunity for termination without cause or notice. Employer usually needs ability to terminate with or without cause, often needs ability to suspend physician without pay, if s/he loses license, hospital suspends privileges, and needs broad statement of cause for termination of an employee who poses a risk to patients or to the practice. Agreement usually legally binding from date signed, although employment may not start until a later date. Many employment agreements also include non-compete and/or non-solicitation covenants that continue after termination for a defined period of time. 8. General Terms & Conditions: So-called "boiler-plate" language.

6. Common Employment Agreement Elements (Con’t): 9. Signature Page: Blanks must be filled in before signing, such as effective date of agreement & addresses for all notices. 10. Exhibits: Exhibits are useful to apply terms that vary from one employee to the next or that may be subject to frequent change, such as employee benefits.

15. Examples

16. Additional Questions

17. Thank you! (c) 2009 Lutz Healthcare Consultants, LLC