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Exhibit 10.3
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is
entered into as of August 2, 1996 by and between AHI HEALTHCARE SYSTEMS, INC.,
a Delaware corporation (the "Company") and X.X. Xxxxxxxx Xxxxxx (the
"Employee").
RECITALS
A. The Company desires to encourage the continuity of its
management and secure for its benefit the skills of individuals who provide
unique value to its operations;
B. The Company recognizes that Employee possesses certain skills
and expertise which give him peculiar value to the Company, the loss of which
cannot be reasonably or adequately replaced;
C. As a result of the foregoing, the Company and the Employee
entered into an Employment Agreement as of June 24, 1995 (the "Employment
Agreement").
D. In recognition of the need to further reward the Employee and
retain his skills for the benefit of the Company, the Company now desires to
amend the Employment Agreement as set forth hereinbelow.
In consideration of the promises set forth herein and other good and
valuable consideration, receipt whereof is hereby acknowledged by the parties
hereto, the parties agree as follows:
1. In the event that during the term of the Employment Agreement
there occurs a Change of Control as defined in Article 1.6 of the Employment
Agreement, the Company agrees that in addition to those payments Employee shall
be entitled to receive pursuant to such Article 1.6 or otherwise under the
Employment Agreement, Employee shall receive a sum equal to $80,000 times the
sum of each $1.00 per share of consideration received by the
sellers/transferors of the controlling interest in the Company in excess of
$6.00 per share (the "Selling Bonus"); provided, however, Employee shall not be
entitled to the Selling Bonus if he is terminated or voluntarily terminates, in
each case as described in the Employment Agreement, prior to consummation of
such sale or transfer.
2. Notwithstanding the foregoing, or any other provision of this
Amendment, in no event shall the total amount payable to Employee pursuant to
paragraph 1, hereunder, include any amount that reasonably could be
characterized as an "excess parachute payment," as defined in Section 280G of
the Internal Revenue Code (or such successor provisions thereto as may be
applicable) if such would not be allowed as a deduction to the Company by
reason of Section 280G or the regulations promulgated thereunder.
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3. Further, notwithstanding anything contained in this Amendment,
the payment of the Selling Bonus to the Employee shall be subject to and
conditioned upon all of the terms and conditions of Article 1.6 of the
Employment Agreement.
4. The validity, interpretation and construction of this
Amendment and all other matters related to this Amendment shall be interpreted
and governed by the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment,
as of the date first above written, by their duly authorized representative.
COMPANY
AHI Healthcare Systems, Inc.,
a Delaware corporation
By: /s/ Xxxxxxxx X. Bereazovsky
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Title: Chairman and Chief Executive Officer
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EMPLOYEE
/s/ X.X. XXXXXXXX XXXXXX
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X.X. Xxxxxxxx Xxxxxx
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