EXHIBIT 10.4
THIRD AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made
and entered into effective as of January 1, 2001 by and between PHYAMERICA
PHYSICIAN SERVICES OF FLORIDA, INC., f/k/a COASTAL PHYSICIAN SERVICES OF SOUTH
FLORIDA, INC., a Florida corporation ("Employer" or the "Company") and XXXXXXX
XXXXXXXX, M.D. ("Employee").
W I T N E S S E T H:
WHEREAS, Employer and Employee have previously entered into an
employment agreement dated January 1, 1998, as amended by that certain First
Amendment to Employment Agreement dated September 1, 1999, as further amended by
that certain Second Amendment to Employment Agreement dated January 1, 2000,
(collectively the "Agreement") under which Employee is currently employed by
Employer;
WHEREAS, compensation under the Agreement is set for each calendar year
during the term of the Agreement by agreement of Employer and Employee, and the
Employer and Employee have agreed upon the compensation arrangements for
calendar year 2001 and now desire to substitute the attached Exhibit A as
Exhibit A to the Agreement effective as of January 1, 2001;
NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Amendment, the parties hereby agree that the Agreement is hereby
modified as follows:
1. Replacement of Exhibit A. Exhibit A, Compensation, attached to the
Agreement is hereby replaced by the Exhibit A dated January 1, 2001 and
attached to this Amendment.
2. This Amendment shall be an amendment and modification to the Agreement and
shall become part of the Agreement and employment arrangement between
Employee and Employer from and after the date of this Amendment. All
capitalized terms not defined herein shall have the same meaning as set
forth in the Agreement. Any conflict between terms of this Amendment and
the Agreement will be resolved in favor of this Amendment. Except as
amended herein, all terms of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
EMPLOYEE: PHYAMERICA PHYSICIAN SERVICES
OF FLORIDA, INC.
(SEAL) By:
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Xxxxxxx Xxxxxxxx, M.D. Its:
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EXHIBIT A
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Compensation
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January 1, 2001
1. Base Salary. For services provided as an employee of Employer, Employee
shall receive a base salary of $300,000 per annum (the "Base Salary")
payable in accordance with Employer's current payroll practices. The Base
Salary shall be subject to annual review and adjustment as of each January
1, with the next review and adjustment to be effective January 1, 2002.
2. Incentive Bonus. For calendar year 2001, Employee shall be entitled to an
incentive or performance bonus (the "Incentive Bonus") of up to 40% of
annual Base Salary, based on the following:
(a) Employee must be employed by Employer on the last day of the measuring
period for the incentive performance bonus (the last day of the
calendar quarter for quarterly incentives, and the last day of the
calendar year for annual incentives) unless Employee's employment has
been terminated (i) by Employer without cause under Section 12(a),
(ii) by death or disability of Employee under Section 12(d) where such
death or disability occurs within the last 4 months of 2001 or (iii)
by Employee because of a material breach by Employer as provided in
Section 12(e).
(b) Employee's Incentive Bonus shall be based on the following criteria,
subject to a cap of 40% of annual Base Salary as previously indicated:
(i) up to 40% of Base Salary (10% per quarter) based on the
Rvp/Contract Manager Program with 80% of the amount earned based
on the performance of contracts of Florida. RVPs treated as a
group and 20% of the amount earned based on the performance of
contracts of California RVPs treated as a group, provided any
quarterly bonus awarded shall not exceed 10% of Base Salary.
(ii) 2.5% of Base Salary for each calendar quarter (but limited to a
maximum of 5% of Base Salary per year) in which the Company, on
a consolidated basis, achieves or exceeds budgeted net operating
results, after debt expense, including the program fees and
related costs of the NCFE financing.
(iii) up to 10% of Base Salary as determined solely in the discretion
of the Compensation Committee of the Board of Directors of
PhyAmerica Physician Group, Inc.
