EXHIBIT 10.50
AMENDMENT TO
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RESTATED AND AMENDED STOCKHOLDER AGREEMENT
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THIS AMENDMENT STOCKHOLDER AGREEMENT (this "Amendment") is made and entered
into as of this ___________ day of February, 1997, by an among PHYSICIAN HEALTH
CORPORATION, a Delaware corporation (the "Company"), XXXXX X. XXXXXX, XXXXXX X.
XXXXX, Ph.D., H. XXXXXX XXXXX, XXXXX XXXXX XXXXX, and XXXXXX XXXX (collectively,
the "Stockholders" and individually, a "Stockholder").
W I T N E S S E T H:
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WHEREAS, the Company and the Stockholders entered into that certain
Restated and Amended Stockholder Agreement dated November 1, 1997 (the
"Agreement").
WHEREAS, pursuant to the Agreement, the Company and the Stockholders
designated 300,000 shares issued to each Stockholder restricted stock (the
"Shares"), subject to the vesting and other provisions contained therein.
WHEREAS, the Company and the Stockholders desire to clarify certain terms
and conditions regarding the vesting provisions contained in the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein and in the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
I. Vesting Schedule. Pursuant to the Agreement, 56,250 of the shares
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issued to each Stockholder vest on January 30, 2000, subject to each Stockholder
remaining a full-time employee of the Company and continuing in such employment
throughout the vesting period. In addition to this continued employment
requirement, 37,500 of these 56,250 shares (or 12.5% of the 300,000 issued to
each Shareholder) shall vest on January 30, 2000 if (i) the Company has a
Liquidity Event (as defined in the Company's Amended Certificate of
Incorporation), or (ii) the Company achieves Net After-Tax Income (as defined in
the Company's Amended Certificate of Incorporation) of at least $6.0 million in
its fiscal year 1998 or any fiscal year ending before December 31, 1998. If the
Company does not satisfy (i) or (ii) above by December 31, 1998, these 37,500
unvested shares of each Stockholder will be canceled.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
COMPANY:
PHYSICIAN HEALTH CORPORATION
By:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President and Chief Executive Officer
STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx, Ph.D
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Xxxxxx X. Xxxxx, Ph.D
/s/ H. Xxxxxx Xxxxx
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H. Xxxxxx Xxxxx
/s/ Xxxxx Xxxxx Xxxxx
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Xxxxx Xxxxx Xxxxx
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Xxxxxx Xxxx
