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EXHIBIT 10.2(A)
[COASTAL PHYSICIAN GROUP, INC. LETTERHEAD]
November 30, 1995
Xxxxxx X. Xxxxxxx, M.D.
Advanced Health Plans, Inc.
0000 Xxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: 1995-1996 Modification of that Certain "Employment
Agreement", dated November 30, 1994, by and between Xx.
Xxxxxx X. Xxxxxxx and Coastal Physician Group, Inc.
(f/k/a "Coastal Healthcare Group, Inc.")
Dear Xx. Xxxxxxx:
The purpose of this letter is to confirm the recent
discussions between you and representatives of Coastal
regarding a desired modification of the above referenced
Employment Agreement (the "Agreement"). Specifically,
pursuant to Section 5(c) of the Agreement, Coastal has a
contingent obligation to pay you additional compensation to
the extent aggregate compensation derived by you from
"Outside Speaking Engagements" and " Outside Consulting
Services" (as such terms are used and defined under the
Agreement) during each year the Agreement remains in effect
is less than $450,000.00. The obligation payable by Coastal
pursuant to Section 5(c) matures at the end of each year
during the term of the Agreement and is payable if and only
to the extent that those specified sources of outside income
are less than $450,000.00. You have advised Coastal that it
is unlikely for the year beginning December 1, 1995 and
ending November 30, 1996, that your aggregate earnings from
Outside Speaking Engagements and Outside Consulting Services
will reach $450,000.00 and consequently a payment would be
due and payable to you under Section 5(c) for such year. You
have further requested that Coastal consider modifying the
payment mechanism otherwise required by Section 5(c) as
follows: Coastal pays the sum of $62,500.00 on each of
January 1, 1996; March 1, 1996; July 1, 1996; and October 1,
1996 (individually and collectively a "Quarterly Payment" or
"Quarterly Payments") as partial payments of any obligations
that may accrue under Section 5(c) in respect of the 1995-
1996 Agreement year.
Subject to approval of the Compensation Committee of the
Coastal Board of Directors, Coastal is willing to modify the
Agreement to the extent requested and
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make the Quarterly Payments if and to the extent that such
Quarterly Payments are necessary to compensate for shortfalls
in your earnings attributable to Outside Speaking Engagements
and Outside Consulting Services. In order to determine the
necessity of each such Quarterly Payment, you are asked to
furnish to Coastal monthly statements (in the form and
content contemplated by Section 5(c) of the Agreement)
setting forth the cumulative amounts of compensation received
or receivable from Outside Speaking Engagements and Outside
Consulting Services during each month for the 1995-1996
Agreement year. If such statements indicate that any
Quarterly Payment may not be necessary, in whole or in part,
then such Quarterly Payment or any future Quarterly Payments
will be reduced proportionately. In no event will the
aggregate Quarterly Payments exceed $250,000.00, and each
Quarterly Payment or partial Quarterly Payment will be: (i)
first credited against amounts arising and due and owing
under Section 5(c); and (ii) to the extent of any excess
payments, credited against Coastal's obligations arising
under the Agreement.
We also understand that you are interested in assigning your
right to receive payments under Section 5(c) to your wholly-
owned corporation, JJS, Inc. Again, subject to the approval
of the Compensation Committee, such a partial assignment of
your interests under the Agreement would be permissible under
Section 17 of the Agreement and Coastal would consent to such
an assignment.
If the foregoing is consistent with your understanding of the
desired arrangements and modifications to the Agreement,
please sign below where indicated, return the signed letter
to me, and Coastal will submit this letter for the
Compensation Committee's review and approval.
COASTAL PHYSICIAN GROUP, INC.
/S/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx, Executive Vice President
ACCEPTED AND AGREED:
/S/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx, M.D.
ACKNOWLEDGED AND AGREED:
JJS, INC.
By: /S/ XXXXXX X. XXXXXXX
Its:CEO
