(b). An annual cash bonus in an amount which equals that same proportion of the total annual bonus declared by the Board of Directors which Doctor's salary paid for the year pursuant to paragraph 4(a) here bears to the total base salary paid to all Doctors during the year under Employment Agreements with the Corporation.

(c). At any time before Doctor reaches the age of _________ increments or reductions in base salary payable pursuant to subparagraph 4(a) must be approved by a vote of four–fifths [or as the case may be] of the entire Board of Directors. Reductions in base salary, unless consented to in writing by Doctor, can be made only on _________, effective for following years. Corporation agrees to furnish Doctor written notice of any base salary reduction at least _________ days preceding the effective date of the reduction.

(d). Until such time as Doctor's base salary, paid in accordance with paragraph 4(a) is at an annual rate of $_____, Doctor shall receive annual $_____ increments in base salary effective as of the first day of _________. Doctor's base salary payable under this agreement shall not exceed an annual rate of _________.

(e). Doctor shall no longer be eligible for a bonus as set out in subparagraph 4(b) in the year after he or she reaches the age of _________.

(f). Doctor shall be entitled to participate in any pension and/or profit sharing plan, health and accident plan, or other employee benefit plans as may be established by the Board of Directors from time to time; provided, however, Doctor's rights under this agreement shall be subject to the limitations contained within such plans adopted.

5. Corporation agrees to take out and maintain professional liability insurance on Doctor and pay dues for Doctor in such professional organizations and societies as shall be determined by the Board of Directors from time to time.

6. In the event Doctor is unable by reason of illness or injury to perform his or her duties under this agreement, he or she shall be considered disabled and shall receive his or her base salary and bonus during the period of disability beginning with the first day of such illness or injury; provided, however, the amount provided here shall be reduced by the amount of insurance proceeds received by Doctor from policies paid for by the Corporation, and is subject to the following limitation. When illness or injury shall have prevented Doctor from performing his or her duties under this agreement for a continuous period of one year, this Agreement may be terminated pursuant to paragraph 7(b) and the provisions of paragraph 8 shall be applicable. Doctor must return to full time employment, from a period of disability, for a period of _________ months before a new period of disability will take effect. Doctor shall receive only _________ months of disability payments during any _________ year period and if Doctor is disabled more than one time during any _________ year period, his or her subsequent disability pay shall be limited to the unused portion of the disability pay as set out above, subject to the exception set forth:

(a). If Doctor becomes disabled after _________ years employment by the Corporation at any age, or after he or she reaches the age of _________, and if such disability continues for a period in excess of 12 months, Doctor will remain an employee of the Corporation. During the period Doctor is disabled he or she shall continue to receive his or her base salary less any disability insurance coverage provided and paid for by the Corporation; provided, however, that if such disability continues for a period in excess of 12 months, the Board of Directors, by a vote of four–fifths [or as the case may be] of its members, may reduce by not more than one-half, the base salary to which the Doctor is entitled under this agreement. Disability payments under this agreement shall continue until the death of Doctor or _________ of the year in which Doctor attains the age of _________, whichever occurs first.

(b). In the event of any disagreement as to whether Doctor is temporarily disabled, Doctor shall designate within _________ days from the date such disagreement arises a licensed physician and the Board of Directors of the Corporation, other than Doctor, within _________ days from the date such disagreement arises, shall designate a licensed physician, which physicians so designated within _________ days from the date the last of the physicians mentioned above is designated shall together choose a third licensed physician, and the three physicians so selected shall make a conclusive determination as to temporary disability within _________ days

from the date the third licensed physician is selected. In the event that Doctor should fail or refuse to designate a physician pursuant to the provisions above, the physician designated by the Board of Directors of the Corporation shall make a conclusive determination as to temporary disability within _________ days from the date of his or her selection.

7. This Agreement shall terminate on the first to occur of the following:

(a). The death of Doctor.

(b). The disability of Doctor extending for a period of one year as described in paragraph 6.

(c). The permanent disability of Doctor. (In the event of any disagreement as to whether Doctor is permanently disabled, the disagreement shall be conclusively resolved in accordance with the procedures set out in paragraph 6 for resolving disagreement as to whether a Doctor is temporarily disabled.)

(d). At any time at the option of Doctor upon 30 days' prior written notice to the Corporation.

(e). Doctor takes a leave of absence beyond a period approved by the Board of Directors.

(f). _________ of the year in which Doctor attains the age of _________.

8. Upon termination of this Agreement, Doctor shall be entitled to the following, and only the following:

(a). In the event of termination of this Agreement by reason of paragraph 7(a), payment of any insurance proceeds payable on account of the death of the Doctor on life insurance policies which were paid for by the Corporation.

(b). In the event of termination of this Agreement by reasons of paragraphs 1, 2 or 7(b), (c), (d), (e) or (f), the Corporation agrees to pay to the Doctor or to his or her personal representative in equal monthly installments over a period of one year, beginning on the last day of the month in which such disability extended for a continuous period of one year or _________ days after written notice of termination of employment, or _________ days after resigning from the staff of _________ Hospital, or _________ days after the year end in which the Doctor attains age _________, whichever is the last to occur, an amount equal to _________ percent of Doctor's base salary paid pursuant to paragraph 4(a) in effect at the date of termination.

(c). In the event of termination of this Agreement by reason of paragraphs 1, 2, or 7(a), (b), (c) or (d), the Corporation also agrees to pay Doctor or his or her personal representative in equal monthly installments over a period of one year, beginning on the last day of the following month in which such termination occurred, or _________ days after resigning from the staff of _________ Hospital in _________, whichever is last to occur, an amount equal to the earned but unpaid base salary and bonus Doctor would have been paid pursuant to paragraphs 4(a) and 4(b) if the last day of the month in which such termination occurred was the last day of the fiscal year of the Corporation.

9. Doctor shall be entitled to a paid vacation of _________ weeks per calendar year until _________, then _________ weeks per calendar year until Doctor reaches the age of _________; after Doctor reaches the age _________ he or she shall be entitled to a paid vacation of _________ weeks per calendar year.

10. This Agreement shall be construed under the laws of the state of _________.

11. This Agreement and all rights and benefits under this agreement are personal to Doctor, and neither this Agreement nor any right or interest to Doctor here, or arising under this agreement shall be voluntarily or involuntarily sold, transferred or assigned.

12. The relationship of Doctor and the Corporation is of a special and unique nature, and it is expressly agreed that this Agreement shall be enforceable in equity by specific performance.

13. The age of Doctor shall for all provisions of this Agreement be considered to be his or her age on the first day of the calendar year involved.

14. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors.

In witness of, the parties have executed this Agreement [Date].

By _________

_________