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EXHIBIT 10.3
AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT is being made and
entered into as of the 14th day of March 2000, by and between XXXXXXXX.XXX,
INC., a Delaware corporation formerly known as "Medirisk, Inc." (the "Company")
and XXXX X. XXXXXX ("Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee are parties to an Employment
Agreement dated as of 18 August 1998, and amended as of 4 November 1998
("Amendment Number 1"), pursuant to which Company employs Employee; and
WHEREAS, the Company and Employee desire to amend the Employment
Agreement;
NOW, THEREFORE, in consideration of the compensation payable to
Employee pursuant to the Employment Agreement, and the mutual promises,
covenants, representations and warranties contained therein, the sufficiency of
which are hereby acknowledged, the parties hereto do amend the Employment
Agreement as follows:
TERMINATION FOR GOOD REASON. Section 5(c) is amended by inserting the
word "or" after clause (v) and deleting clause (vii) therefrom in its
entirety.
TERMINATION FOLLOWING CHANGE IN CONTROL. Section 5(e)(iii) is amended
by deleting the first sentence therefrom and inserting in lieu thereof
the following:
If (x) within twelve months following a Change in Control (as
defined below), either (A) the Company terminates the employment
of Employee hereunder without Cause under Section 5(a) above, or
(B) Employee resigns from a declined reassignment of a job that is
not reasonably equivalent in responsibility or compensation or
that is not in the same geographic area, or (y) within 180 days
following a Change in Control (as defined below), Employee
terminates this Agreement by written notice from Employee to the
Company, then, in lieu of any other compensation that may be
specified herein, Employee shall receive an amount equal to two
(2) multiplied by the sum of the annual Base Compensation (as then
in effect) plus an amount of annual bonus for the current year
(the annual bonus for the current year shall be equal in amount to
the annual bonus calculated in accordance with Section 3(c) as if
the date of termination was the last day of the current annual
period, adjusted pro-rata for the portion of the current annual
period completed on the date of termination), payable by the
Company in a single lump-sum payment, to be paid not later than
thirty days (30) after termination.
EFFECT. Except as specifically modified and amended in this Amendment
and Amendment Number 1, the parties ratify and affirm all of the
covenants and agreements set forth in the Employment Agreement, which
shall continue in full force and effect as modified hereby.
IN WITNESS WHEREOF, the Company and Employee have executed this
Amendment on the day and year first above written.
COMPANY:
XXXXXXXX.XXX, INC.
By:
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
Vice President & General Counsel
EMPLOYEE:
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
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