Pediatric Surgical Associates, P.C. - Page 6




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          than full time, but not less than 6 months a year.  Without                 
          permission, he is prohibited from practicing medicine except as             
          an employee of the corporation.  Petitioner has the power to                
          determine both the specific duties performed by the shareholder             
          surgeon and the means and manner of performing those duties.                
          Petitioner has the power to determine the assignment of patients            
          to the shareholder surgeon.  “All fees, compensation, and other             
          things of value, charged by the Association and received or                 
          realized as a result of the rendition of services by * * * [the             
          shareholder surgeon] shall belong to and be paid and delivered              
          forthwith to the Association.”  Base compensation is $16,500 a              
          month.  The shareholder surgeon “may be paid cash bonuses in such           
          amounts and at such times and on such basis as the Board of                 
          Directors may from time to time, in its absolute discretion,                
          determine.”  For less than full-time shareholder employees, base            
          compensation and bonuses “shall be reduced to equal a percent,              
          the numerator being the minimum number of months per twelve-month           
          period set forth in such notice [of intent to work less than full           
          time] and the denominator being twelve months.”                             
               The shareholder employment agreements with respect to                  
          Drs. Miller and Black (but not Drs. Ellis and Mann) provide that,           
          if the shareholder surgeon’s employment terminates prior to July            
          1, 1996, and he continues either the practice of medicine, or to            








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