Exhibit 10(n)(1)
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AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
FPIC INSURANCE GROUP, INC.
AND
XXX X. XXXXXX
THIS AMENDMENT is made, entered into and effective as of the 14th day
of December 2001, by and between FPIC Insurance Group, Inc., a Florida
corporation (hereinafter referred to as "Employer"), and Xxx X. Xxxxxx
(hereinafter referred to as "Employee").
1. Paragraph 1 of the Employment Agreement between Employer and
Employee dated as of November 22, 1999 (the "Employment Agreement") is amended
as follows:
"This Employment Agreement is made and entered into as of the
22nd day of November, 1999 by and between FPIC Insurance Group, Inc., a
Florida corporation, with its principal place of business at 000 Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred
to as "Employer"), and Xxx X. Xxxxxx, an individual presently residing
at 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (hereinafter
referred to as "Employee")."
2. Section 1(b) of the Employment Agreement is amended to read in
its entirety as follows:
"1. Terms of Employment.
-------------------
(b) In the event Employer does not give notice to
Employee prior to the end of any calendar year,
commencing with calendar year 2000, that it wishes
to extend this Employment Agreement as specified
in subparagraph (a) above, Employee may
voluntarily terminate Employee's employment under
this Employment Agreement by giving at least
ninety (90) days written notice to Employer.
Following the effective date of such voluntary
termination, Employee shall continue to receive
Employee's annual salary, payable as immediately
prior to termination, plus all benefits to which
Employee is then entitled under subparagraph 2(e)
below for the balance of the term of this
Employment Agreement; provided, that if Employer
is unable to continue to provide such benefits to
Employee at substantially the same cost it would
incur were Employee still employed by Employer
(the "Benefit Cost"), Employer shall have the
right to pay Employee the Benefit Cost of such
benefits in lieu of continuing to provide such
benefits to Employee. It is provided, however, if
Employee directly or indirectly engages in or acts
as an executive of or consultant for any trade
or occupation that is in competition with
Employer, such salary and benefits shall thereupon
terminate."
3. Section 4(b) of the Employment Agreement is amended to read in
its entirety as follows:
"4. Termination.
-----------
(b) Voluntary Termination by Employer.
---------------------------------
Employer may terminate this Employment
Agreement at any time for any reason
sufficient to it, by act of its Board. Such
termination shall be immediately effective.
Following such voluntary termination,
Employee shall continue to receive
Employee's annual salary, payable
immediately prior to termination, together
with any benefits accrued to the date of
termination, plus all benefits to which
Employee is then entitled under subparagraph
2(e) above, for the balance of the then
current Employment Agreement; provided, that
if Employer is unable to continue to provide
such benefits to Employee at substantially
the same cost it would incur were Employee
still employed by Employer, Employer shall
have the right to pay Employee the Benefit
Cost of such benefits in lieu of continuing
to provide such benefits to Employee. It is,
provided, however, if Employee directly or
indirectly engages in or acts as an
executive of or consultant for any trade or
occupation that is in competition with
Employer, such salary and benefits shall
thereupon terminate."
4. Section 4(c) of the Employment Agreement is amended to read in
its entirety as follows:
"4. Termination.
-----------
(c) Permanent Disability of Employee.
--------------------------------
If Employee has been, for substantially all
the normal working days during three (3)
consecutive months, unable to perform
Employee's responsibilities and duties and
to exercise Employee's authorities in a
satisfactory manner due to mental or
physical disability, then Employee may be
deemed "permanently disabled," and
Employee's employment may be terminated at
the election of the Board of Employer. Any
determination of permanent disability made
by Employer shall be final and conclusive.
In the event that Employer deems Employee
"permanently disabled," Employee shall be
entitled to receive the unpaid balance of
Employee's annual salary, together with
other accrued benefits pursuant to
subparagraph 2(e) above, to the date of the
determination of being permanently disabled,
payable as immediately prior to termination
for the remaining term of this Employment
Agreement, less any amount received by
Employee under any Employer-provided long
term disability coverage and/or program;
provided, that if Employer is unable to
continue to provide such benefits to
Employee at substantially the same cost it
would incur were Employee still employed by
Employer, Employer shall have the right to
pay Employee the Benefit Cost of such
benefits in lieu of continuing to provide
such benefits to Employee. It is provided,
however, if Employee directly or indirectly
engages in or acts as an executive of or
consultant
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for any trade or occupation that is in competition
with Employer, such salary and benefits shall
thereupon terminate."
5. Section 4(d) of the Employment Agreement is amended to read in
its entirety as follows:
"4. Termination.
-----------
(d) Death of Employee.
-----------------
This Employment Agreement shall terminate on
the date of Employee's death, and Employer
shall pay, in a lump sum, to the estate or
personal representative of Employee the
unpaid balance of Employee's annual salary,
together with other accrued benefits under
subparagraph 2(e) above, to the date of
death."
6. Section 4(f) of the Employment Agreement is amended to read in
its entirety as follows:
"4 Termination.
------------
(f) Constructive Discharge. Employee may terminate
this Employment Agreement in the event of
Constructive Discharge by providing written notice
to Employer within three months after the
occurrence of such event, specifying the event
relied upon for a Constructive Discharge.
"Constructive Discharge" shall mean any (i)
material change by Employer of Employee's
position, functions, or duties to an inferior
position, functions, or duties from that in effect
on the date of this Agreement, (ii) assignment,
reassignment, or relocation by Employer of
Employee without Employee's consent to another
place of employment more than 50 miles from
Employee's current place of employment, (iii)
liquidation, dissolution, consolidation or merger
of Employer, or transfer of all or substantially
all of its assets, other than a transaction or
series of transactions in which the resulting or
surviving transferee entity has, in the aggregate,
a net worth at least equal to that of Employer
immediately before such transaction and expressly
assumes this Employment Agreement and all
obligations and undertakings of Employer here-
under, or (iv) reduction in Employee's base salary
or target bonus opportunity (if greater than the
target bonus opportunity, the average of the
annual bonuses paid to Employee in the three
calendar years prior to the calendar year of the
Constructive Discharge). Following termination of
Employee's employment in the event of a
Constructive Discharge, Employee shall continue to
receive Employee's annual salary, payable as
immediately prior to termination, plus all
benefits to which Employee is then entitled, under
subparagraph 2(e) above, for the balance of this
Employment Agreement; provided, that if Employer
is unable to continue to provide such benefits to
Employee at substantially the same cost it would
incur were Employee still employed by Employer,
Employer shall have the right to pay Employee the
Benefit Cost of such benefits in lieu of
continuing to provide such benefits to Employee.
It is provided, however, if Employee directly or
indirectly engages in or acts as an executive of
or consultant for any trade or occupation that is
in
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competition with Employer, such salary and
benefits shall thereupon terminate. Employer and
Employee, upon mutual agreement, may waive any of
the foregoing provisions that would otherwise
constitute a Constructive Discharge. Within ten
days of receiving such written notice from
Employee, Employer may cure the event that
constitutes a Constructive Discharge."
Except as amended by this Amendment, the Employment Agreement and the
Extension of Employment Agreement dated December 20, 2001 shall remain in full
force and effect in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
FPIC INSURANCE GROUP, INC.
______________________________ By:______________________________________
Attest Xxxx X. Xxxxx
President and Chief Executive
Officer
______________________________ _________________________________________
Attest XXX X. XXXXXX
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