Exhibit 2.8
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") is effective
as of December 4, 1997, by and among Magellan Health Services, Inc., a
Delaware corporation ("Employer") and Xxxx X. Xxxxxxxxx ("Officer").
W I T N E S S E T H:
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WHEREAS, Employer and Xxxxxxxxx entered into that certain Letter
Agreement dated April 1, 1997 (the "Employment Agreement");
WHEREAS, the parties recognize that due to a current medical condition,
Xxxxxxxxx is unable to fully perform his duties under the Employment
Agreement, and the parties therefore desire to amend the terms of the
Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby covenant and agree as follows:
1. Section 1 of the Employment Agreement is hereby deleted and amended to
read in its entirety as follows:
1. Employment. Employer agrees to employ Officer on a part-time
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basis, and Officer accepts such part-time employment, commencing on April 1,
1997, and continuing up to and including December 31, 2001, unless terminated
earlier pursuant to Section 6 below. After the initial term, this Agreement
will automatically renew on January 1 of each year for successive one year
terms (on the same terms and conditions) unless either party gives written
notice to the other at least 30 days prior to the expiration of the then
current term, of its election not to renew this Agreement. If during the term
hereof, Officer's medical condition permits an increase in the time he is
able to devote to his duties hereunder, Officer shall inform Employer of such
increased availability, and subject to Employer's needs, the parties shall
negotiate in good faith with respect to a possible increase in Officer's
duties, and with respect to a possible increase in compensation which may be
appropriate in light of such increase in Officer's duties.
2. Section 3(a) is hereby amended by deleting the third sentence thereof
and replacing it with the following: "Further, Employer agrees Officer shall
only be required to travel to the extent he is reasonably able, estimated to
be one business day every other week."
3. Section 6(c) is hereby amended by deleting such Section in its
entirety and replacing it with the following:
(c) DISABILITY OF OFFICER. If Officer becomes Disabled, Employer may
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terminate this Agreement at any time, and any such termination shall be
deemed a termination without cause under Section 6(b) above, and in the
event of such a termination, Officer shall be entitled to all of the
rights set forth in Section 6(b) above. Officer shall be deemed Disabled
if Employer determines that Officer is, by reason of any physical or
mental condition, unable to perform a substantial portion of his
essential duties on a part-time basis pursuant to this Agreement. This
Section 6(c) shall survive the termination of this Agreement.
3. A new Section 8 is hereby added (and each subsequent section renumbered
accordingly), to read in its entirety as follows:
8. COMPETING ACTIVITIES
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(a) Officer hereby covenants and agrees, that during the period
commencing on the date hereof and ending one year following the
expiration or termination of this Agreement (the "Covenant
Period"), he shall not accept employment or consulting work with,
or advise, assist or be connected in any way, with any person or
entity which is or proposes to be, conducting, carrying on or
engaging in the Business (as defined below) anywhere in the United
States (the "Territory").
(b) Officer hereby covenants and agrees that during the Covenant
Period, he shall refrain from soliciting business from customers
of Employer or its subsidiaries which were customers of Employer
or its subsidiaries on the date hereof or at any time during the
Covenant Period, or from any person sought as a prospective
customer of Employer or its subsidiaries on the date hereof or at
any time during the Covenant Period, for purposes of providing
services within the Territory which are competitive with the
business conducted by Employer and/or its subsidiaries.
(c) For purposes of this Agreement, the term "Business" shall mean the
business of providing specialty managed health care services in
the areas of cardiology, ophthalmology, diabetes, asthma, oncology
and other medical sub-specialty areas, including related case or
care management, administrative services, utilization management,
quality management, certification or pre-admission or
pre-treatment certification, assessment and referral, staff
clinical services, provider network services and
preferred/exclusive provider organization services.
(d) Notwithstanding anything to the contrary contained herein, Officer
shall not be restricted during or after the term of this Agreement
from (i) being an employee or consultant to Green Spring Health
Services, Inc., or (ii) treating clinical patients and practicing
clinical psychology.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXXXXXX:
Witness:
/s/ /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
MAGELLAN:
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Magellan Health Services, Inc.
Attest: By: /s/ Xxxxx XxXxxxxx SEAL
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Name: Xxxxx XxXxxxxx
/s/ Title: Executive Vice President &
------------------------------------ Financial Officer (CFO)
