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Exhibit 10.11
[OPTIMUM HEALTH SERVICES LETTERHEAD]
AMENDMENT TO EMPLOYMENT
AGREEMENT DATED MAY 12, 1997
XXXXXXXXXXX X. XXXXX
JUNE 25, 1998
The following changes to the Agreement are made and effective as of May 31,
1998:
Section 1. Employment Duties
The title of Employee is hereby changed from Director of Information System to
Vice President of Information Services.
Section 2. Employment Term
The term of the Agreement is extended one year and shall end on May 31, 2001.
Section 3.A. Compensation, Expenses, Etc.
a) The initial base salary is hereby changed from forty-five thousand dollars
($45,000.00) to forty-nine thousand two hundred dollars ($49,200.00) per
annum.
b) The following shall be added to the end of the second sentence: ",
effective the first day of the fiscal quarter in which the Company is
deemed to be operational."
c) The third sentence is deleted and the following is substituted in its
place. "For purposes of this Agreement, the Company shall be deemed
"operational" at such time as the Company's accrued revenues for a fiscal
quarter are equal to or greater than $375,000."
Section 3.B. Compensation, Expenses, Etc.
The performance bonus percentage is hereby changed from 20% to 25%.
Section 4. Stock Options
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a) Time Options - The vesting of the stock options granted under the Company's
1997 stock option plan is hereby accelerated by the action of the Board of
Directors to May 15, 1998. In addition, the entire Time Options section is
hereby changed to:
"Employee shall be granted, under the Company's 1998 stock option plan,
incentive stock options ("Time Options") to purchase 13,407 shares of the
Company's Common Stock at an exercise price of $1.44 per share. The Time
Options will vest in equal installments on June 1, 1999, June 1, 2000, and
May 31, 2001 which shall be evidenced by a stock option agreement (such
Time Options shall be subject to adjustment in the event of a
re-capitalization, stock split, rights offering, stock dividend). Sale of
the shares of Common Stock issued to Employee upon the exercise of the
Time Options may be subject to limitations pursuant to Rule 144 under the
Securities Act of 1933. The Time Options shall be exercisable for a period
of five (5) years from June 1, 1998. However, in the event this Agreement
is terminated for cause or in the event Employee resigns from the
employment of the Company, the vested Time Options shall be exercisable
for a period of three (3) months from the date of such termination or
resignation."
b) Performance Options - Deleted in its entirety.
c) Additional Options - Deleted in its entirety.
/s/ XXXXXXXXXXX X. XXXXX /s/ XXXXX X. XXXXXXX
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