EXHIBIT 10.15(b)
AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
AMERICAN MEDICAL SECURITY GROUP, INC.
AND
XXXXXX X. XXXXXX
THIS AMENDMENT ("Amendment") to that certain Employment Agreement (the
"Agreement") dated as of September 28, 2000 by and between American Medical
Security Group, Inc. (the "Company") and Xxxxxx X. Xxxxxx ("Employee") is hereby
amended effective as of November 29, 2001, as follows:
1. CHANGE OF CONTROL. Section 4.2 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"4.2 A "Change of Control" shall be deemed to have occurred
if, after the Effective Date of this Agreement:
a. any "person", as such term is used in Section
13(d)(3) of the Securities Exchange Act of 1934,
becomes, directly or indirectly, the beneficial owner
of securities of the Company, or any subsidiary of
the Company, representing forty percent (40%) or more
of the combined voting power of the then outstanding
securities of the Company that may be cast for the
election of Directors of the Company; or
b. there is consummated a merger, consolidation or
reorganization of the Company with or into any other
entity after which the voting securities of the
Company outstanding immediately preceding such
merger, consolidation or reorganization represent or
are converted into, less than 60% of the voting
securities of the surviving entity outstanding
immediately after such merger, consolidation or
reorganization; or
c. during any consecutive two year period, individuals
who, at the beginning of such period constitute the
"Incumbent Board" (as hereinafter defined), cease to
constitute a majority of the Board of Directors of
the company as a result of an actual or threatened
contest for election of directors (for purposes of
this section 4.2.c., the term "Incumbent Board" means
all of the members of the Board of the Directors of
the Company as of November 29, 2001 and any
successors thereto who are elected or named thereto
other than as a result of an actual or threatened
contest for election of directors); or
d. there is consummated an agreement (or series of
related agreements) for the sale or disposition of
all or substantially all of the assets of the
Company; or
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e. the Company consummates a plan of liquidation or
dissolution of the Company or the shareholders of
the Company approve a plan of liquidation or
dissolution that does not make provision for the
satisfaction of the Company's obligations under this
Agreement."
2. BASE SALARY CALCULATION. Section 4.5(a) of the Agreement is hereby
deleted in its entirety and replaced with the following:
"(a) a single lump sum payment equal to three (3)
times the higher of (i) Employee's then current annual Base
Salary, or (ii) average Base Salary earned during the two (2)
most recent fiscal years preceding the fiscal year in which
the Qualifying Separation occurs;"
3. PERFORMANCE BONUS AND STUB PERIOD BONUS. Section 4.5(b) of the
Agreement is hereby deleted in its entirety and replaced with the following:
"(b) a single lump sum payment equal to (i) three (3)
times the higher of (a) Employee's target bonus for the fiscal
year in which the Qualifying Separation occurs, or (b) the
Performance Bonus earned for the most recent fiscal year
preceding the fiscal year in which the Qualifying Separation
occurs, plus (ii) Employee's target bonus for the fiscal year
in which the Qualifying Separation occurs, pro rated in the
same ratio as the actual time of service for such year bears
to the full fiscal year;"
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
effective date written above.
AMERICAN MEDICAL SECURITY GROUP, INC.
/s/ Xxxx X. Xxxxx
By:-----------------------------------------
Xxxx X. Xxxxx
Vice President, Human Resources
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
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