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EXHIBIT (C)(10)
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTS
This Amendment dated as of June 14, 1999 supplements and amends the
Executive Employment Agreement dated as of February 11, 1997 (the "Employment
Agreement") by and between XXXXXXXX X. XXXXXX (the "Executive") and PHYSICIANS'
SPECIALTY CORP., a Delaware corporation (the "Company").
WITNESSETH
WHEREAS, the Company and TA MergerCo, Inc., a Delaware corporation
("MergerCo") are entering into an Agreement and Plan of Merger, dated as of the
date hereof (as the same may be amended from time to time, the "Merger
Agreement"), which provides, upon the terms and subject to the conditions
thereof, for the merger of MergerCo with and into the Company (the "Merger");
and
WHEREAS, as a condition to the willingness of MergerCo to enter into the
Merger Agreement, MergerCo and the Company have requested that the Executive
agree, and, in order to induce MergerCo and the Company to enter into the Merger
Agreement, the Executive is willing to agree, effective upon the closing of the
Merger, to amend the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements and covenants set forth herein, in the Merger Agreement and in the
other documents related thereto, the parties hereto agree as follows:
1. Section 2.1 of the Employment Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:
2.1 Term. The initial term of Executive's employment under this
Agreement (the "Initial Term") shall continue until March 26, 2002. After
the Initial Term, Executive's employment under this Agreement shall
automatically renew for successive additional one (1) year terms ("Renewal
Terms") (the Initial Term and any Renewal Terms being collectively referred
to as the "Term"). The Term shall be subject to termination in accordance
with Section 2.2.
2. Section 2.2(d)(ii) of the Employment Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:
(ii) The Company shall have the right to terminate the Term and
Executive's employment hereunder without cause at any time upon notice to
Executive. In such event, Executive shall be entitled to the severance
benefit provided in Section 6(b).
3. Section 2.2(e) of the Employment Agreement is hereby deleted in its
entirety, and Section 2.2(f) of the Employment Agreement shall hereby be
redesignated Section 2.2(e).
4. The first sentence of Section 3.1 of the Employment Agreement is hereby
deleted in its entirety and the following shall be inserted in lieu thereof:
Executive shall be paid a base salary (the "Base Salary") from the
effective date of the Merger through the remainder of the Term at an
initial rate of One Hundred Sixty Thousand Dollars ($160,000) per twelve
(12) month period. The Base Salary shall be (a) payable in equal
installments on the schedule that the Company may implement from time to
time for general payroll purposes, and (b) subject to withholdings and
deductions required by applicable law.
5. Section 6(b) of the Employment Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:
(b) If Company terminates the Term pursuant to Section 2.2(d)(ii)
Executive shall be entitled to: (a) all salary and bonus amounts accrued
through the Termination Date, and (b) payment, for a
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period of twelve (12) months following the Termination Date (the
"Continuation Period"), of an amount equal to: (i) Executive's base salary
as of the Termination Date (with such payments to be made at such times as
they would be made if executive's employment continued for an additional
year) less (ii) any salary or other amounts that Executive is paid by any
other person during that twelve month period (and Executive hereby agrees
to take reasonably diligent action to secure employment as soon as
practicable after any such termination from Company and to otherwise
mitigate his losses resulting from the loss of salary from Company).
Notwithstanding the foregoing, in the event the Company terminates the Term
pursuant to Section 2.2(d)(ii) within ninety (90) days following a Change
of Control (as defined below), the Continuation Period shall be eighteen
(18) months instead of twelve (12) months. For purposes of this Agreement,
"Change of Control" shall mean the acquisition by any single person or
entity or related persons or entities of more than fifty percent (50%) of
the outstanding and issued common stock of the Company after the date of
the Merger. Executive's rights to any of the compensation or benefits
identified in the preceding sentence shall be subject to Executive's
compliance in all respects with each of Executive's obligations under this
Agreement.
6. Section 6(c) of the Employment Agreement is hereby deleted in its
entirety.
This Amendment shall be effective only upon the closing of the Merger, and
if the Merger Agreement is terminated pursuant to Section 9.1 thereof then this
Amendment shall terminate and be of no further force and effect. Except as
specifically set forth herein, the Employment Agreement shall not be amended by
this Amendment and shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first set forth above, and such Amendment shall be effective as of the
effective date of the Merger.
PHYSICIANS' SPECIALTY CORP.
/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice Chairman and Secretary
EXECUTIVE:
/s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
