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EXHIBIT "1"

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 2..2....!!day of y~ , I 9 B B, bet We en the Boa r d 0 f D ire c tor s 0 f T a rIa ~o ria I

Regional Medical Center,

Inc. ,

hereinafter

referred

to . as

"Medical

Center"

and

Duncan

rJoo r e ,

of

Albany,

Georgia,

hereinafter referred to as "Moore."

VllJ:1EREAS,

the Medical Center desires to employ Moore a s

ADM/CEO of Tallahassee Memorial Hospital

d/b/a Tallahassee

Memorial Regional Medica') Ce n t e r, and Moore hereby accepts the

employment.

NOW, THEREFORE, in consideration of the mutual promises, the

parties agree as follows:

1.

Purposes.

Moore shall render full time professional

services to the Medical Center in the e ap uc l ty as stated above for Tallahassee Memorial Hospital (TMH) acute c a r e hospital. He will at all times, faithfully, l n dus t r l u l l y , a n d to the best of his ability, perform all duties that may be required of him by virtue of his position and all duties set forth in the Medical Center's ByLaWS to the reasonable s a t ls f ac t i on of the Board of

Directors. His duties shall specifically include the supervision

oft h e a cut e car e h 0 s pit a 1 (TMH); the sup e r vis ion 0 f per son n eli

financi!ll matters;

!lttendance at meetings of the BO!lrd of

D ire c tor san d its Ex e cut i v e Comn itt e e ; rep 0 r t s to bot h bod t e s concerning all phases o( the operation of the acute care hospital (TMH) , including, as well as all services rendered in connection

with the operation of the acute care hospital (TMH) , employment of personnel, and acquisition of machinery and e qu lprne n t , In

addition, Moore shall perform in the same manner any sp e c l a I

.--

duties !lssigned or delegated to him by the Executive Committee or

the Board of Directors.

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2.

Comp c'n s n t jon.

In c o n s i d e r n t l c n for these services as

s t a t e.d above, the Medical Center shall pay to Moore a n amount mutually agreed upon a t an annunl review of his c omp nn s a t i o n by the Executive Corrm l t t e a of the Board: Said amount not in any,

event to be less than the previous year's s a l n r y .

Mo or e may, at

his ' 0 p t l 0 n , r e que s.t a n d r e qui ret h a t s u e h po r t i on 0 r his s a In r y as he may designate be' set a s l d e as tax deferred income subject to the requirements of the Internal Revenue Se,rvice (IRS,) a s are permitted for a 501(c)(3) organization.

3. Benefits. The Medica.l Center shall purchase or ma.ke

avnilable the following benefits to Moore:

A. Life Insurance. The Medical Center shall purchase a

$1,000,000 term life insurance policy on the life of Moore at standard rates.

henlth

B. Health

insurance as

lnsurance. Moore shall be, en t I tled to such provided to' other employees of the Medical

Center.

C. Genernl Li'ability Insurance. The Medical Center

s hall ins u r e Me 0 r e un de r its g e n era 1 li a b l l I t yin sur nne e pol icy for all acts done in good faith during the term of this Agr eemen t.

D . n e ti r em en t Ben e fIt s . Mo 0 res hal I bee n t i tl edt o: the

same retirement benefits offered to other employees of the

Medical Center.

E. Automobile. The Medical Center shall purchase or

lease for Moore every three (3) years a new automobile. In the event that the Internal Revenue Service (IRS) changes its rules concerning automobiles, then an adjustment shall be made in Moore's compcnsation for such chnnges to offset ndditional expense to Moore.

F. Disllbility Insurance Policy. The Medical ,Center

shall purchase a standard disability policy Which shall cover

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sixty percent (60%) of t h e base pay of Moore in the event that

Moore becomes dl s ab led.

G.

Medica'l Examination.

The Medical Center shall

provide one (1) free an nu a I me d ie a l examination 'per year for

Moore.

H.

Dues. --.-

The Medical Center shall pny dUes to

p r o Le s s io n a I associations and societ-ies and to such service or g an i a a t lon s and clubs of which Moore may become a member as

approved by the Chairman of the Board or the Ex e c u t i v e Comnittee

of the Board of Directors as being in the best interest of the

Medical Center.

4.

Vacation And Leave Time.

Moore shall be entitled to

earn time off (ETO) in accordance with the Medical Center's

personnel policies for each y e ar of employment.

In addition,

Moore wil~ be permitted to be absent from the acute care hospital' (TMH) during working days to attend p r o Le s s Lo n al meetings in the United States and to attend such outside professional duties in

the hospital field which huv c been mutually agreed upon between Moore and the ChaIrman of the Board of Directors or the Executive

Comnittee of the Doard of Directors. Attendance at such approved

meetings and accomplishment of approved professional duties shall be fully compensated service time and shall not be considered

ETa. The Medical Center s ha Ll reimburse Moore for all expenses incurred by him incident to attendance at approved professional

meetings.

5. Termination. 'ShOUld the Medical Center terminate Moore

without cause, then the Medical Center shall pay to Moore a

year's s a l a r y and if termination occurs subsequent to the first

year's employment, Moore shall be entitled to a year's salary

plus an a dd i t Lon a l month's salary for each year of employment that Moore has accumulated.

PAGE TfW£E OF SIX PAGES

A.

Termination For Cause.

IJ Moore is terminated for

cause by the Medical, Center, then there shall be no payment to

Moore.

Caus e ish e r 'eby def i ned as be i ng charged wi th a s er i o us

c r ime , the wilfull neglect of his, duties of. employment at the a cut e car e h 0 s pit a 1 ( TMi:I) , h a bit u a l a b sen e e , and lor g r 0 s san d

flagr~nt writing

lnattentJon to duties.

of termination for

The . Boa r d s hall not i r y ~o 0 rei n

cause by registered mail and

termination shall be effective as of the date of receipt by Moore.

B. Termiria·tion By Moore. If Moore decldes ·to terminate

this Employment Agreement, them he shall give six (6) months' written notice to the Board of Di'rectors by registered ~all.

C. Competition. Upon termination of this Agreemeht for

any r e as o n for a period of one (1) year following the effective date of this termination, Moore shall not be employed by or work in 'any c a p acl t y for any health care facility in the Tallahassee area without first cb t a l n l ng the written au t.ho r i z a t l on of the Chairman of the Board o'r Directors of the MedIcal Center. The Tallahassee area is hereby defined as Leon, Jefferson, Taylor and Gadsden Counties, Florida, and Thomas County, Georg-ia. In the event of a breach of this r e s t rLc t i v e covenant, the Medical Center shall be entitled to injunctive relief, it being agreed by the parties that there would be no adequate remedy at law available ·to the Medical Center.

D. Involunta'ry Termina.tion Due To Death Or Disability.

In the event of the death of Moore, this Agreement shall terminate and in the event of a long term disability, herein

.,~'

defined as termi nat ed.

six

(6) months,

then this Agreement shall be

This Agreement shall be terminated by the Medical

Center!f it loses its state license or there is 1I. destruction or closing of the Medical Center.

S . Rev i ew 0 f Per form a n c e Ann !l all y • The Boa r d 0 f D ire eta r s

shall annually do a performance review which shall include n

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comprehensive assessment of achievements on the job, measured by

the standards criteria ana g u l d e i l n e s developed by the Board of

Directors.

This review process shall include the setting of new

goals, standards, and objectives for the future.

'1.

Term Of Agreement.

This Agreement shall be for an

i n de H nit e t e rro u 1l,.1 e sst e rm ina ted asp r 0 IT Ide d her e in.

B.

.Ame n dman t s To Agreement.

The terms and conditions of

this Agreement may be amended at any time by written ag r e erne nt of the parties signed by the Chairman of the Baard and Moore.

9. Entire Agreement. This Arrreement constitutes the entire

agreement b e twean the parties;

It supersedes any and all other

agreements or contracts, either ora.l or written, between the

parties with respect to the subject matter hereof.

10. Invalidity.

The invalidity or unenforceability of any

particular, provision of this Agreement shall not affect other provisLons and this Agreement shall be construed in all respects as if such Invalid or unenforecable provision had been omitted.

11. Assignment.

Neither party shall assign this Agreement

without the written consent of the other party.

12. A'ttorneys" Fees And Costs.

In the event that either

party

to

the Agrecment

breaches

the Agr eemen t ,

then

the

pr ev a l Ll ng party shall be entitled to attorneys' fees and court

costs.

13. Laws Of The State Of Florida.

This Agreement shall be

construed and enforced under and in accordance wt th the laws of

the State of Florida.

TALLAHASSEE MEMORIAL REGIONAL MEDICAL CENTER, INC.

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D ;;u>rMOORE

.:

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