EXHIBIT 10.8
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (the "Amendment") to Employment Agreement is
hereby made and entered into as of this 1st day of May, 1997, by and between
Sierra Health Services, Inc., a Nevada corporation (hereinafter referred to as
"Employer") and XXXXXXXX X. XXXXXX (hereinafter referred to as "Employee").
WHEREAS, the Employer and Employee are parties to that certain Employment
Agreement dated as of JULY 1, 1996 ; and
WHEREAS, the parties hereto desire to amend certain terms thereof on
the terms and conditions hereinafter set forth; and
WHEREAS, the Compensation Committee of the Board of Directors of
Employer have reviewed and approved this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. SENTENCE 1 OF PARAGRAPH 7 OF ARTICLE VII, TERMINATION OF EMPLOYMENT, IS
HEREBY AMENDED TO READ
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AS FOLLOWS: ----------
In the event of a change in control of the Employer, whereby
any "person" (as such term is used in Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934) is or becomes
the beneficial owner, directly or indirectly, of securities of
Employer representing 51% or more of the combined voting power
of the then outstanding securities of Employer, and such
change in control was not approved by a majority of the Board
of Directors of Employer, Employee, at his/her sole option,
shall be entitled to terminate this Agreement and will be
entitled to twelve (12) months salary, WHICH SHALL BE GROSSED
UP FOR TAXES IN AN AMOUNT NOT TO EXCEED FIFTY PERCENT (50%) OF
THE TWELVE (12) MONTHS SALARY, and any other separation
compensation and benefits as are routinely made available to
other employees of the Employer at the same organizational
level.
2. SENTENCE 1 OF PARAGRAPH 8 OF ARTICLE VII, TERMINATION OF EMPLOYMENT, IS
HEREBY AMENDED TO READ
------------------------------------------------------------- AS FOLLOWS:
----------
In the event of a change in control of the Employer, whereby
any "person" (as such term is used in Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934) is or becomes
the beneficial owner, directly or indirectly, of securities of
Employer representing 51% or more of the combined voting power
of the then outstanding securities of Employer, and such
change in control is approved by a majority of the Board of
Directors of Employer, Employee, at his/her sole option, shall
be entitled to terminate this Agreement and will be entitled
to twelve (12) months salary, WHICH SHALL BE GROSSED UP FOR
TAXES IN AN AMOUNT NOT TO EXCEED FIFTY PERCENT (50%) OF THE
TWELVE (12) MONTHS SALARY, and any other separation
compensation and benefits as are routinely made available to
other employees of the Employer at the same organizational
level if, within one (l) year after the effective date of the
change in control the Employee's principal duties or
compensation, including salary and bonus, is materially
changed.
3. SENTENCE 3 OF PARAGRAPH 8 OF ARTICLE VII, TERMINATION OF EMPLOYMENT, IS
HEREBY AMENDED TO READ AS FOLLOWS:
In addition, if the Employee's employment hereunder is
terminated for reasons other than those set forth in Paragraph
4 of this Article within one year after the effective date of
a change in control which was approved by a majority of the
Employer's Board of Directors, Employee shall be entitled to
twelve (12) months salary, WHICH SHALL BE GROSSED UP FOR TAXES
IN AN AMOUNT NOT TO EXCEED FIFTY PERCENT (50%) OF THE TWELVE
(12) MONTHS SALARY, and all other separation compensation and
benefits as are routinely made available to other employees of
the Employer at the same organizational level.
4. EFFECTIVE DATE. This Amendment shall be effective as of May 1, 1997.
5. CONTINUED EFFECT. Except as otherwise modified hereby, the Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
SIERRA HEALTH SERVICES, INC.
BY:________________________________
Xxxx X. XxxXxxxxx, President
EMPLOYEE
BY: /S/ XXXXXXXX X. XXXXXX
