EXHIBIT 10.41
November 1, 1999
Xx. Xxxxx X. New
000 Xxxxxxxx Xxxx Xxxxx
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Dear Xxx:
Reference is made to that certain letter agreement, dated October 24,
1995 (the "Letter Agreement"), entered into by and between you and AmeriPath,
Inc. (the "Company"), which provides for the payment of certain severance
benefits by the Company to you in the event that your employment with the
Company terminates for any reason other than death, disability or voluntary
resignation, or by the Company for "cause". In an effort to clarify and agree
what constitutes "cause" for purposes of the Agreement, and based upon our
discussions with you with regard to this matter, the following represents our
mutually agreed upon definition:
"Cause" shall mean (i) an act or acts of fraud or personal dishonesty
taken by you and intended to result in substantial personal enrichment for you
at the expense and to the detriment of the Company, (ii) repeated violations by
you of your obligations to the Company as its Chief Executive Officer which are
demonstrably willful and deliberate on your part and which are not remedied in a
reasonable period of time after receipt of written notice by you from the
Company, or (iii) the conviction by a court of competent jurisdiction of a
felony crime committed by you. The determination of Cause shall be made in good
faith by the Board of Directors of the Company (the "Board"), or its successor
or assigns, at a meeting of the Board called and held for such purpose, where
you will be provided reasonable advance written notice of such meeting and of
the acts or omissions alleged to constitute "cause," and will be provided with
an opportunity to address the Board in person regarding the acts or omissions of
which you are accused. Any termination for cause shall be made in writing to you
by the Board, which notice shall set forth in detail all acts or omissions upon
which the Company is relying for such termination.
If the foregoing definition is consistent with your understanding of
the agreed upon definition of "cause" for purposes of the Agreement, please sign
below and return the executed letter to me.
AMERIPATH, INC.
/s/ XXXXXX X. XXXXXXX
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By: Xxxxxx X. Xxxxxxx
Chairman of the Board's
Compensation Committee
AGREED TO AND ACCEPTED BY:
/s/ XXXXX X. NEW
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XXXXX X. NEW
