EXHIBIT 10.4
AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT ("Amendment") is
executed this 30th day of March, 1999, by and between AMERICAN MEDICAL SECURITY
HOLDINGS, INC., a Wisconsin corporation, (the "Company") and a wholly-owned
subsidiary of American Medical Security Group, Inc., a Wisconsin corporation
("AMSG"), and XXXXXX X. XXXXXX, an individual ("Employee").
RECITALS
WHEREAS, the Company and Employee are party to that certain Employment and
Noncompetition Agreement dated December 3, 1996 (the "Employment Agreement");
and
WHEREAS, the Company and Employee have entered into that certain Option
Surrender Agreement of even date herewith; and
WHEREAS, pursuant to Section 5.3 of the Employment Agreement, the parties
desire to amend the Employment Agreement to extend the terms of the Employment
Agreement for a period of two years and three months.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreements and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows.
1. AMENDMENT TO TERM OF EMPLOYMENT. Section 1.1 of the Employment
Agreement shall be deleted in its entirety, and the following shall be
inserted in its place:
1.1 TERM OF EMPLOYMENT. The Company hereby employs Employee,
and Employee hereby accepts employment by the Company, for the
period commencing on the date hereof and ending on December 2,
2004, subject to earlier termination as hereinafter set forth in
Article III (the "Employment Term").
2. AMENDMENT TO POSITION AND DUTIES. The last sentence of Section 1.2 of
the Employment Agreement shall be deleted and the following inserted
in its place.
The Company shall provide such secretarial assistance and
office space to Employee during the first five (5) years of the
employment term as may be reasonably requested by Employee;
provided that the Company shall be required to provide
secretarial assistance and office space only to the extent
consistent with its practice during the first two (2) years of
this Agreement.
3. AMENDMENT TO BASE SALARY PROVISION. Section 2.1 of the Employment
Agreement shall be deleted in its entirety, and the following shall be
inserted in its place:
2.1 BASE SALARY. The Company shall pay Employee an annual
salary as follows: (i) $750,000 per year during the first year;
(ii) $500,000 per year thereafter for the shorter of two years or
such time as Employee is not available to devote Employee's
entire business time, attention and energies exclusively to the
business of the Company (as such determination is made by the
Board of Directors including by reason of "disability" as set
forth in Section 3.1(c) hereof); (iii) $500,000 per year
thereafter for a period of two years; and $100,000 per year
thereafter for a period of three years ("Base Salary"), payable
in accordance with the normal payroll practices of the Company.
4. OTHER TERMS AND CONDITIONS. Except as set forth in this Amendment, all
other terms and conditions of the Employment Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the date first set forth above.
AMERICAN MEDICAL SECURITY HOLDINGS, INC.
By: /S/ XXXXXXX X. XXXXX
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Sr. Vice President of Corporate Affairs,
Its: SECRETARY & GENERAL COUNSEL
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EMPLOYEE
/S/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
