EXHIBIT 10.45.1
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is
made and entered into as of the 28/th/ day of December, 1999, by and between
RIGHTCHOICE MANAGED CARE, INC., a Missouri corporation (hereinafter
"RightCHOICE") and XXXX X. X'XXXXXX (hereinafter "X'XXXXXX").
WHEREAS, RightCHOICE and X'XXXXXX are parties to that certain Employment
Contract dated February 27, 1997 (the "Employment Agreement"); and
WHEREAS, the parties desire to amend certain provisions of the Employment
Agreement, effective as of December 6, 1999;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree to
amend the Employment Agreement, effective as of December 6, 1999, as follows:
I.
The second paragraph of Section 5.3.A is hereby deleted in its entirety
and the following is substituted in lieu thereof:
"In the event that X'XXXXXX becomes entitled to Severance Benefits,
subject to Sections 5.3(B), 5.3(C), 5.3(D) and 5.3(H)(ii) hereof,
RightCHOICE will: (i) pay to X'XXXXXX an amount equal to three (3) times
X'XXXXXX'x annual base salary in effect immediately prior to such
Involuntary Termination or termination for Good Reason, payable in thirty-
six (36) substantially equal monthly installments commencing as soon as
practicable following the Date of Termination; (ii) pay to X'XXXXXX for
thirty-six (36) months starting on the Date of Termination an amount equal
to the portion of the monthly premiums (to the extent such premiums are
due) for X'XXXXXX'x health, dental, vision, and life insurance that is
equivalent to the portion of the monthly premium for such coverage that
RightCHOICE pays on behalf of senior executives employed by RightCHOICE
during such thirty-six month period; and (iii) pay for outplacement
services for X'XXXXXX of the type customarily provided by RightCHOICE to
senior executives at the time of such Involuntary Termination or
termination for Good Reason."
II.
The following new Section 8.8 is hereby added after Section 8.7 of the
Employment Agreement:
"8.8. Legal Expenses.
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RightCHOICE shall reimburse X'XXXXXX for all reasonable legal and
other fees and expenses incurred to secure, preserve or establish
entitlement to benefits under this Employment Agreement. RightCHOICE shall
reimburse X'XXXXXX for such fees and expenses on a monthly basis within ten
(10) days after X'XXXXXX'x request for reimbursement accompanied by
evidence that the fees and expenses were incurred. RightCHOICE's
reimbursement shall include a tax gross-up payment in respect of the
federal, state and local taxes incurred by X'XXXXXX with respect to the
reimbursement of fees and expenses received under this Section 8.8."
IN WITNESS WHEREOF, the parties have executed this First Amendment this
28/th/ day of December, 1999.
RIGHTCHOICE MANAGED CARE, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Director
X'XXXXXX
/s/ Xxxx X. X'Xxxxxx
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Xxxx X. X'Xxxxxx
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