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EXHIBIT 10.34
AMENDMENT TO EMPLOYMENT CONTRACT
This Amendment to Employment Contract (the "Amendment") is executed by
C. Xxxxxx Xxxxxxxxx, M.D. (the "Executive") and Xxxxxxx Enterprises, Inc., a
Delaware corporation (the "Company" or "Xxxxxxx"), to amend the Employment
Contract dated as of June 3, 1996, between the Executive and the Company (the
"Agreement"). The Executive and the Company hereby agree as follows:
1. Definitions. Unless expressly defined in this Amendment, the
capitalized terms used in this Amendment have the definitions attributed to
them in the Agreement, and the definitions of those terms in the Agreement are
incorporated herein by reference.
2. Change of Control. Paragraph 1(e)(iii) of the Agreement is
hereby amended to add a new clause at the end thereof to read as follows:
", or e the Company shall sell at least 80 percent of the
capital stock of PCA to a Person other than the Company or any
direct or indirect affiliate thereof, such that, after such
sale, such Person owns at least 80 percent of such stock and
neither the Company nor any affiliate thereof directly or
indirectly owns more than 20 percent of the capital stock or
other securities of PCA; provided, however, that a "Change of
Control,, shall not occur as a result of any public offering
or series of public offerings of the capital stock of PCA or
any distribution, spin-off or other transfer to the Company's
shareholders of the capital stock of PCA."
3. Stock Options. With respect to Paragraph 4(b)(i) of the
Agreement, and as previously referenced in Paragraph 3 of the Employment
Contract Addendum between Executive and the Company, and further subject to
grant by the Committee and execution of a Stock Option Agreement, Executive
will be granted stock options under the Company's Long-Term Incentive Stock
Plan for 50,000 shares of Company stock at an exercise price equal to the fair
market value of such stock on the date of grant. Options for 15,000 shares
shall be incentive stock options (within the meaning of Section 422 of the
Internal Revenue Code), and options for 35,000 shares shall be nonqualified
stock options. The
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vesting of the Options will be subject to PCA performance criteria as
established by the Committee and set forth in the Stock Option Agreement.
4. Continued Effectiveness. Except as amended by this Amendment,
the Agreement (as previously amended by the Addendum thereto) continues in full
force and effect. The Amendment will become effective when executed by the
Executive and the Company.
XXXXXXX ENTERPRISES, INC. EXECUTIVE
By:
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Xxxx X. Xxxxxxxxxxx C. Xxxxxx Xxxxxxxxx, M.D.
President and Chief
Operating Officer
0000 Xxxxxx Xxxxxx
Xxxxx 00-X
Xxxx Xxxxx, XX 00000
By:
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Xxxxxx X. Xxxxxxxxxxx
Executive Vice President,
General Counsel and Secretary
0000 Xxxxxx Xxxxxx
Xxxxx 00-X
Xxxx Xxxxx, XX 00000
