Exhibit 10.44
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND XXXXX XXXX
This Fourth Amendment dated November 6, 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 and as further
amended on April 15, 2002 and October 14, 2002 respectively (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. Section 3 shall be amended to add Section 3.5 which shall state the
following:
In the event of a Change of Control, Executive shall be entitled
to receive a transaction bonus payable as follows: (i) 100% of the
Executive's current Base Salary and most recently paid annual bonus,
payable on the closing of the transaction constituting the Change of
Control and (ii) 100% of the Executive's current base salary and most
recently paid annual bonus, payable the earlier of six month from the
closing of the transaction constituting the Change of Control or the
effective date of termination of the Executive for a reason other than
pursuant to Section 5.2 of the Amended Agreement. For the purposes of
this paragraph Change of Control shall mean (i) the acquisition by any
Person or Persons acting as a group (other than any existing
shareholder of the Company) following the Commencement Date of more
than 50% of the Company's outstanding voting stock; (ii) the merger of
the Company with or into another corporation where the Company is not
the surviving entity; (iii) any reverse merger in which the Company's
shareholders immediately prior to the merger do not have the right to
elect a majority of the members of the Board of the surviving entity;
or (iv) the sale of all or substantially all of the assets of the
Company.
2. Except as expressly provided herein, all terms and conditions of the
Amended Agreement shall be unmodified and in full force and effect.
3. 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 Amended Agreement as amended
hereby.
4. 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
