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EXHIBIT 10.10
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is entered into as of this
17th day of September, 1997 between Continucare Corporation (the "Company") and
Xxxxx Xxxxx (the "Employee").
WHEREAS, on August 23, 1996, the Company and Employee entered into an
Employment Agreement (the "Agreement") whereby Employee agreed to serve the
Company subject to the terms and conditions set forth in such Agreement;
WHEREAS, the Company and Employee desire to amend the Agreement in
consideration of the premises and mutual covenants set forth herein the
sufficiency of which is hereby acknowledged;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
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1.1 AMENDMENT TO SECTION 3.1. Section 3.1 of the Agreement is hereby
amended in its entirety and replaced with the following:
Base Salary. The Employee shall receive a base salary at the
annual rate of One Hundred and Eighty Thousand Dollars ($180,000) (the
"Base Salary") during the Term of this Agreement, with such Base Salary
payable in installments consistent with the Company's normal payroll
schedule, subject to applicable withholding and other taxes.
1.2 AMENDMENT TO SECTION 3.2. Section 3.2 of the Agreement is hereby
amended to reflect the following:
BONUS. The Employee shall be eligible to receive an annual
bonus in an amount determined by the President and CEO of the Company
and approved by the Board of Directors.
1.3 AMENDMENT TO SECTION 3.4. Section 3.4 of the Agreement is hereby
amended to delete the last sentence of such section and replace it with the
following:
The warrant for the remaining 80,000 shall vest gradually over a three
year period at a rate of 33.34% per year.
1.4 AMENDMENT TO SECTION 3.5. Section 3.5 of the Agreement is hereby
amended in its entirety and replaced with the following:
Change of Control. Upon a change of control in the Company,
the Employee shall be entitled to a lump sum payment equal to the Employee's
aggregate Base Salary for the remainder of this Agreement, which in no event
shall be deemed to be a period of less than one year. In addition, upon a change
of control, any remaining unvested portion of the warrant for 100,000 shares of
the Company shall automatically vest.
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1.5 AMENDMENT TO SECTION 4.2. Section 4.2 of the Agreement is hereby
amended in its entirety and replaced with the following:
Other Benefits. The Company shall pay life insurance premiums
for the Employee in an amount equal to $250.00 per month. The Employee
and the Employee's immediate family shall be entitled to participate in
all medical and hospitalization, group life insurance, and any and all
other plans as are presently and hereinafter provided by the Company to
its executives. The Employee shall also be entitled to three weeks
vacation in accordance with the Company's prevailing policy for its
executives, with any additional vacation time to be determined by the
Company's Chief Executive Officer.
1.6 AMENDMENT TO SECTION 4.4. Section 4.4 of the Agreement is hereby
amended in its entirety and replaced with the following:
Automobile Allowance. The Employee shall be entitled to an
automobile allowance of $750 per month, which amount is intended to
compensate Employee for wear and tear and other expenses incurred by
Employee by reason of the use of Employee's automobile for Company
business from time to time.
ARTICLE II
2.1 COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.
2.2 GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the internal laws of the State of Florida without giving
effect to principles of conflicts of laws.
2.3 NO OTHER MODIFICATIONS. Except as modified by this Amendment, the
terms of the Agreement shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, each party has executed this Amendment on the date
first set forth above.
CONTINUCARE CORPORATION
By: /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx, Chief Executive Officer
and President
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
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