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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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Last modified: May 25, 2011