AMENDMENT TO EMPLOYMENT AND STOCK OPTION AGREEMENTS
THIS AMENDMENT TO EMPLOYMENT AND STOCK OPTION AGREEMENTS (the "Amendment"),
is dated to be effective as of January 1, 2000 and amends that certain
Employment Agreement by and between Xxxxx X. Xxxxx ("Employee") and U.S. Cancer
Care, Inc. ("Corporation") dated May 22, 1998 ("Agreement"), and this Amendment
additionally amends the Non-Qualified Stock Option Agreement (NQSOA) by and
between Xxxxx X. Xxxxx (Employee) and U.S. Cancer Care, Inc. (Corporation) dated
May 22, 1998.
AGREEMENT
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1. Section 4.1 of the Agreement is hereby deleted and replaced with the
following:
4.1 TERM. The term ("Term") of this Agreement shall commence on the
Commencement date and shall terminate on May 22, 2005.
2. The first sentence of Section 4.2 of the Agreement is hereby deleted and
replaced with the following:
"The Corporation may terminate this Agreement at any time and for any
reason. If, however, the termination is not for cause as specified in this
Section 4.2, or for death or disability of the Employee as set forth in
Section 4.4, then the Corporation shall pay to the Employee the severance
pay set forth in Section 4.6."
3. The last two sentences of Section 4.4 of the Agreement are hereby
deleted and replaced with the following:
"Upon termination of this Agreement by reason of the Employee's death or
Disability, the Corporation will pay the Employee or his legal
representative, as the case may be, the amount of one-sixth (1/6) of the
Employee's annual base salary as of the date of the Employee's death or
Disability plus any unpaid or accrued bonus compensation due to employee."
4. Section 4.6 of the Agreement is hereby deleted and replaced with the
following:
4.6 TERMINATION BY EMPLOYER WITHOUT CAUSE. If this Agreement is terminated
by the Corporation without cause as specified in Section 4.2 or 4.3, then
Corporation shall pay to the Employee, as severance pay, the amount of
one-sixth (1/6) of the Employee's annual base salary as of the date of
termination plus any unpaid or accrued bonus compensation due to the
Employee.
5. Section 4.5 shall be deleted and replaced with the following:
"The Employee or the Employer may terminate the Employment Agreement
without Cause by giving the other party at least sixty (60) days prior
written notice."
6. Section 7.2 of the Agreement is hereby amended by adding the following
language:
"In addition to the foregoing bonuses, the Employee shall also be eligible
for participation in an additional bonus pool, if approved by the
compensation committee and Board of Directors, which may be shared by the
executive officers of the Corporation."
7. A new Section 7.9 shall be added as follows:
"7.9 RELOCATION EXPENSES. If the Corporation deems it necessary to relocate
Employee, such location would be limited within the State of Florida, and
Corporation will reimburse employee for reasonable and customary relocation
expenses not to exceed $25000 Employee agrees that the Corporation shall
not be obligated to reimburse any relocation expense of Employee unless and
until Employee has provided documentary evidence of such expenses.
8 Section 10.1 Covenant, the term of Non-Competition Period shall be
reduced to two (2) months. If the Employee is terminated without cause, the
Employee shall not be subject to any Non-Competition Period.
9. As additional consideration for entering into this Amendment, the
Corporation agrees to vest the balance of Employee's option grant to purchase
three hundred thousand (300,000) shares of the Corporation's Common Stock, at an
option price of $.01 per share. The existing NQSOA is hereby amended to reflect
that the exercise term be extended for five (5) additional years or until such
time as the Corporation's common stock, held by the Employee pursuant to the
aforementioned vesting, is freely publicly tradable by the Employee. Further,
the NQSOA is hereby amended such that if the Employee's employment is terminated
for any reason, by the Corporation or the Employee, the Employee shall not be
required to exercise the options upon such termination. Additionally, any
conflicting language in the NQSOA including, but not limited to, non-competition
(as set forth in Section 1(e) of the NQSOA which shall be limited to two (2)
months, and only will apply only to termination of the employee's employment),
vesting, and exercise rights shall comply with this Amendment
10. In all other respects the parties acknowledge and affirm the terms of
the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be
effective as of the date first set forth above.
U.S. CANCER CARE, INC.,
A DELAWARE CORPORATION
By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxxx Xxxxx
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XXXXXXX XXXXXXX, XXXXX XXXXX
VICE CHAIRMAN
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