EXHIBIT 10.13
AMERICAN MEDICAL SECURITY GROUP, INC.
EMPLOYMENT AND NONCOMPETITION AGREEMENT OF XXXXXX X. XXXXXX
AMENDMENT NUMBER ONE
An Employment and Noncompetition Agreement (the "Agreement") was entered
into on April 7, 1998, effective January 1, 0000, xxxxxxx Xxxxxx Xxxxxxxxx
Services, Inc. ("UWS"), American Medical Security Holding, Inc. (the "Company"),
and Xxxxxx X. Xxxxxx ("Employee"). The Agreement replaced a prior agreement
dated as of October 30, 1995 between UWS and Employee.
Effective September 11, 1998, UWS was renamed American Medical Security
Group, Inc., UWS transferred its managed care business to Newco/UWS, Inc. a
wholly-owned subsidiary of UWS ("Newco"), and that subsidiary was renamed United
Wisconsin Services, Inc. On September 25, 1998, UWS distributed the shares of
Newco to the shareholders of UWS.
To reflect these and certain other events, the Agreement is hereby amended
as follows, effective September 25, 1998:
1. The following paragraphs are hereby added immediately after the second
paragraph of the recitals:
Since the date this Agreement was executed, UWS has established a new
subsidiary ("Newco"), UWS has transferred its managed care business to
Newco, UWS has been renamed American Medical Securities Group, Inc., Newco
has been renamed United Wisconsin Service, Inc., and the stock of Newco has
been distributed to shareholders of UWS (the "Spinoff").
UWS shall be a party to the Agreement in connection with Employee's
options to purchase stock of UWS, and Newco shall be a party to the
Agreement in connection with Employee's options to purchase stock of Newco.
2. Section 1.2 (Positions and Duties) is hereby amended to replace the
phrase "President and Chief Executive Officer" with the phrase "Chairman,
President and Chief Executive Officer" both times it occurs, and the following
sentence is hereby added at the end of Section 1.2:
Employee shall also occupy the position of Chairman, President and
Chief Executive Officer of UWS.
3. Section 3.2(c) is amended to delete the word "and" prior to clause (iv)
and to add at the end thereof: "and (v) any rights Employee may have under the
American Medical Security Group, Inc. Change of Control Severance Benefit Plan."
4. Section 5.1(a) and Section 5.1(b) are amended and Section 5.1(c) and
Section 5.1(d) are added to read as follows:
(a) If to the Company: (d) If to Employee:
American Medical Security Holdings, Inc. Xxxxxx X. Xxxxxx
0000 XXX Xxxxxxxxx 0000 XXX Xxxxxxxxx
Xxxxx Xxx, XX 00000 or Xxxxx Xxx, XX 00000 or
X.X. Xxx 00000 X.X. Xxx 00000
Xxxxx Xxx, XX 00000-0000 Xxxxx Xxx, XX 00000-0000
Attn.: General Counsel
With a copy to:
(b) If to UWS: Xxxxx X. Xxxxxx
Xxxxxx Xxxx & Priest LLP
American Medical Security Group, Inc. 2 Embarcadero Center
0000 XXX Xxxxxxxxx Xxx Xxxxxxxxx, XX 00000
Xxxxx Xxx, XX 00000 or
X.X. Xxx 00000
Xxxxx Xxx, XX 00000-0000
Attn.: General Counsel
(c) If to Newco:
United Wisconsin Services, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
IN WITNESS WHEREOF, the parties have executed this Amendment Number One as
of September 25, 1998.
AMERICAN MEDICAL SECURITY AMERICAN MEDICAL SECURITY
HOLDINGS, INC. GROUP, INC.
By:______________________________ By:___________________________
UNITED WISCONSIN SERVICES, INC.
By:______________________________ ______________________________
Xxxxxx X. Xxxxx, Chairman, President Xxxxxx X. Xxxxxx
and Chief Executive Officer
