Exhibit 10.42
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND XXXXX XXXX
This Second Amendment dated April 15, 2002 and effective on June 12, 2002
("Effective Date") is by and among National Medical Health Card Systems, Inc.,
(the "Company") and Xxxxx Xxxx ("Employee"). All defined terms used, but not
otherwise defined herein, shall have their meanings set forth in the Employment
Agreement, as amended, between Company and Employee dated May 3, 2000 and
amended July 18, 2001 (the "Amended Employment Agreement").
WITNESSETH:
WHEREAS, the Company and Employee have entered into the Amended Employment
Agreement; and
WHEREAS, both the Company and the Employee are desirous to amend certain
provisions of the Amended Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
1. For purposes of this Second Amendment, the "Extended Term" as defined in
Paragraph 1.1 of the Amended Agreement shall mean the period commencing June 12,
2002 and ending (subject to the provisions of Section 5 of the Employment
Agreement) on June 11, 2003. Such Extended Term may be further extended upon
mutual agreement by the parties and pursuant to the terms of the Amended
Agreement.
2. Paragraph 2.1 shall be amended by deleting the first sentence in its
entirety and substituting the following:
"During the Employment Period, the Employee shall be employed by the
Company and shall serve as its President and Chief Executive Officer."
3. In addition to the existing provisions reflected in Paragraph 3.1 of the
Amended Agreement, Paragraph 3.1 shall be amended by adjusting Employee's
compensation for the Extended Term as follows:
During the Extended Term, as full compensation for his services
and undertakings pursuant to the Amended Agreement, the Employee shall
receive a salary at a rate of $263,000.00 per year, subject to
adjustment as set forth in the Amended Agreement.
4. In addition to the Stock Options granted to Employee in Paragraph 4 of
the Amended Agreement, the Employee will be granted by the Company an option to
purchase 100,000 shares of Common Stock of the Company, in accordance with the
terms of a Stock Option Agreement attached hereto as Exhibit A.
4. Except as expressly provided herein, all terms and conditions of the
Amended Agreement shall be unmodified and in full force and effect.
5. From and after the execution and delivery of this Amendment, all
references to the Amended Agreement contained in other agreements and
instruments executed and delivered pursuant to or in connection with the
Agreement shall hereinafter mean and refer to the Ameded Agreement as amended
hereby.
6. This Amendment may be executed in counterparts by the parties hereto,
all of which shall constitute one and the same instrument. A facsimile
transmission of this signed amendment bearing a signature on behalf of a party
hereto shall be binding on such party.
IN WITNESS WHEREOF, the Company and Employee have executed this Second Amendment
the day and year first above written.
NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.
By:
_______________________________
Xxxx X. Xxxxxxx, Chairman of the Board
_______________________________
Xxxxx Xxxx
