1
EXHIBIT 10.5
AMENDMENT NO. 1
THIS INSTRUMENT, dated as of June 1, 1996, by and between Birman
Managed Care, Inc., a Tennessee corporation (the "Company"), and Xxxxxxx X.
Xxxxxxx ("Executive"), constitutes a first amendment to that certain Employment
Agreement by and between Executive and the Company dated as of March 1, 1996
(the "Agreement"). The Company and Executive are hereinafter referred to as the
"Parties."
RECITALS:
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, for and in consideration of the premises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are acknowledged by each of the parties, intending to be legally bound,
agree as follows:
1. The preamble and Section 1 of the Agreement are hereby amended by
deleting "Comptroller/Director of Finance" and by inserting in lieu thereof
"Chief Financial Officer."
2. Section 4.1 is hereby amended by deleting "eighty-five thousand and
no/100 dollars ($85,000) per annum" and by inserting in lieu thereof "ninety
thousand and no/100 dollars ($90,000)."
The Agreement, as above amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
BIRMAN MANAGED CARE, INC.
By:______________________________________
Xxxxx X. Xxxxxx, M.D.,
President and Chief Executive Officer
EXECUTIVE:
_________________________________________
Xxxxxxx X. Xxxxxxx
2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 1st day of March, 1996, by and between BIRMAN MANAGED CARE, INC., a
Tennessee corporation (the "Company"), and XXXXXXX X. XXXXXXX, a Tennessee
resident ("Executive").
WITNESSETH:
WHEREAS, the Company and Executive mutually desire that Executive be
employed in accordance with the terms and conditions hereof as the Company's
Comptroller/Director of Finance;
NOW, THEREFORE, in consideration of the foregoing, the payment of $1.00
and other good and valuable consideration and the mutual covenants and
agreements contained herein, the receipt and sufficiency whereof the parties
hereby acknowledge, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. EMPLOYMENT. The Company hereby employs Executive, and Executive
hereby accepts employment from the Company as Comptroller/Director of Finance.
Executive shall perform services for the Company for the period and upon the
terms and conditions set forth in the Agreement and shall hold such other
positions with the Company or any Affiliate as the Company may specify from time
to time. "Affiliate" means a person that, directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, the person specified.
2. TERM. Subject to the provisions for termination set forth herein,
the term of Executive's employment under the Agreement shall commence as of the
date hereof and shall continue up to and including June 30, 2001 (the "Initial
Term"). Following the expiration of the Initial Term, the Company may extend the
Agreement for an additional term of five (5) years.
3. POSITION AND DUTIES.
3.1 SERVICES. During the term of the Agreement, Executive
shall perform such duties as are customary to Executive's office and as
are designated by the Chief Executive Officer or the Board of Directors
from time to time. Executive also shall serve, for any period for which
Executive is elected, as a member of the Board of Directors of the
Company and/or any of its Affiliates without additional compensation.
3
3.2 PERFORMANCE OF DUTIES. Executive shall serve the Company
faithfully and to the best of Executive's ability and devote such time,
attention, skill and effort as is required to effectively discharge
Executive's duties hereunder. Executive shall provide services to the
Company on an exclusive basis and shall not be employed or otherwise
provide services to any other entity without the prior written consent
of the Company, which consent shall not be unreasonably withheld.
4. COMPENSATION; BENEFITS.
4.1 BASE SALARY. During the Initial Term and any renewal
thereof, the Company shall pay to Executive as compensation for all
personal services to be rendered by Executive under the Agreement, a
base salary ("Base Salary"), in accordance with the Company's customary
payroll practices, reduced by applicable federal, state and local
withholding taxes, of eighty-five thousand and no/100 dollars ($85,000
per annum, subject to the following adjustment (the "Base Salary
Adjustment"): Beginning on July 1, 1997 and each July 1 thereafter
during the term of the Agreement, the Base Salary shall be increased by
the product of (i) a fraction, the numerator of which is the Extension
CPI Index, and the denominator of which is the Beginning CPI Index,
times (ii) the Base Salary. "Beginning CPI Index means the U.S.
Consumer Price Index for all Urban Consumers, U.S. City Average (Base
year 1982-84=100), published most immediately preceding July 1, 1996 by
the U.S. Department of Labor, Bureau of Labor Statistics. Extension CPI
Index" means the CPI Index published most immediately preceding the
July 1, 1997 and each successive July 1st thereafter during the term
hereof. In the event the CPI Index is changed or discontinued, the most
nearly comparable price index of the U.S. government for computing the
foregoing calculation of the Base Salary Adjustment, after converting
said new index so that the same shall correspond with the changed or
discontinued CPI Index. In addition, in reviewing and setting
Executive's Base Salary, the Board or Compensation Committee, as the
case may be, shall consider results of operations, financial condition,
prospects, salary levels for similarly sized companies in the Company's
industry for comparable executive positions, Executive's performance
and other criteria deemed relevant by the Company in assessing
Executive's compensation.
4.2 EXECUTIVE BONUS PLAN AND OTHER COMPENSATION. In addition
to the Base Salary described in Section 4.1, Executive shall be
entitled to participate in the Company's Executive Bonus Plan according
to the terms and conditions thereof, and receive incentive compensation
thereunder ("Incentive Compensation").
4.3 PARTICIPATION IN DEFERRED COMPENSATION AND STOCK OPTION
PLANS. Executive shall be entitled to participate in all employee
qualified and non-qualified deferred compensation plans or supplemental
income plans or programs maintained by the Company, including any
Section 401(k) plan adopted by the Company, according to
2
4
the terms and conditions thereof. Executive shall also be entitled to
participate in Birman's 1995 Stock Option Plan, according to the terms
and conditions of said plan.
4.4 OTHER INSURANCE PLANS. Executive shall be entitled to
participate in any and all plans, arrangements or distributions
maintained by the Company pertaining to or in connection with any
pension, life, health insurance, disability insurance or similar
benefits provided by the Company to its employees, as determined by the
Board of Directors pursuant to the governing instruments which
establish and determine eligibility and other rights of the
participants and beneficiaries under such plans or other benefit
programs. To the extent permitted under any applicable group or
individual disability policy, the premium payable by the Company for
Executive's benefit shall be reported as income to Executive on Forms
W-2 or 1099.
4.5 VACATION AND SICK LEAVE. Executive will be entitled to
participate in the vacation and sick leave benefit program of the
Company to the extent that Executive's position, title, salary and
other qualifications make him eligible to participate. Vacation time
and sick leave may not be accumulated after the end of any year and, to
the extent unused, shall have no economic value to Executive.
Executive's use of vacation time shall be subject to the prior approval
of the Company.
4.6 EXPENSES. The Company will pay or reimburse Executive for
all reasonable and necessary travel and other out-of-pocket expenses
incurred by Executive in the performance of duties under the Agreement,
subject to the presentment of appropriate vouchers in accordance with
the Company's policies and procedures as adopted from time to time.
5. CONFIDENTIALITY; RETURN OF MATERIALS.
5.1 CONSEQUENCES OF ENTRUSTMENT. Executive hereby acknowledges
that (i) Executive's services to the Company and its Affiliates will be
of a special, unique, extraordinary and intellectual character, (ii)
Executive's position with the Company or its Affiliates will place
Executive in a position of confidence, responsibility and trust with
respect to the operations of the Company and its Affiliates, and (iii)
in reliance on Executive's ethical responsibility and loyalty, the
Company and its Affiliates have entrusted and expect to entrust
Executive with highly sensitive, confidential, restricted and
proprietary information involving Trade Secret Information (as
hereinafter defined). Executive acknowledges that Executive is legally
and ethically responsible for protecting and preserving the proprietary
rights of the Company and its Affiliates for use only for the benefit
of the Company and its Affiliates, and these responsibilities may
impose limitations on Executive's ability to pursue some kinds of
business opportunities that might interest Executive after the
termination of Executive's employment.
3
5
5.2 DEFINITION OF "TRADE SECRET INFORMATION". For purposes of
the Agreement, "Trade Secret Information" means information, whether or
not in written or tangible form, in the possession of the Company or
its Affiliates and considered by the Company or its Affiliates to be
proprietary, valuable and confidential, from which the Company or any
of its Affiliates derives economic value, actual or potential, by such
information not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and is the subject of efforts that
are reasonable under the circumstances to maintain its secrecy. Trade
Secret Information includes, without limitation, (a) any data or
information acquired by Executive during Executive's employment by the
Company or its Affiliates relating to the products, services, business
methods, customer accounts or operations of the Company or any
Affiliate or any customer or business partner of the Company or its
Affiliates, and (b) the techniques and business methods for (i)
applying scientific literature to merge resources and clinical language
used in defining medical payments for purposes of quality management,
(ii) utilizing concurrent case review activity to merge resources and
clinical language used in defining medical payments for the purpose of
quality management, (iii) developing and managing health care provider
organizations and providing services thereto, (iv) developing
reimbursement and at-risk systems under capitation, prepayment,
indemnity and other forms of compensatory arrangements, and (v)
managing the delivery, reporting and financing of health care services
in managed care and managed cost settings, including the systems,
techniques, strategies and methods used to compete successfully in
these lines of business and the Managed Care Business generally.
5.3 RESTRICTIONS ON USE AND DISCLOSURE OF TRADE SECRET
INFORMATION. Except as authorized by the Company or any Affiliate,
Executive shall not, during the term of the Agreement and for so long
after the termination of employment as the information or data remains
Trade Secret Information, directly or indirectly divulge, furnish or
make accessible to anyone or use in any way (other than in the ordinary
course of business of the Company or its Affiliates) the Trade Secret
Information.
5.4 RETURN OF MATERIALS. Upon the request of the Company or
any Affiliate and, in any event, upon the termination of Executive's
employment, Executive shall return to the Company and leave at the
disposal of the Company all copies of memoranda, notes, records,
drawings, manuals, computer programs, documentation, diskettes and
other documents or media, in Executive's possession or control,
pertaining in any way to the business, practices or techniques of the
Company or its Affiliates.
5.5 DURATION. The restrictions contained in this Section 5
shall inure to the benefit of the Company and each of its Affiliates
and shall survive the termination of the Agreement.
4
6
6. RESTRICTIONS ON COMPETITION.
6.1 PREMISES. The Company has invested prior to the date hereof
and expects to continue to invest considerable time, effort, and
capital in developing the business of the Company and its Affiliates
and enhancing the value and desirability of the skills of its
executives and technical personnel. This investment, together with the
compensation payable to Executive pursuant to Article 4, reflect the
Company's expectation of receiving a considerable return from the
exclusive use of Executive's services and know-how in the future, free
from any risk that the Company's competitors may attempt to induce
Executive to leave the Company and wrongfully gain the benefit of the
Company's investment. The partial restraint set forth in Section 6.2
hereof does not, and cannot, provide complete protection for the
Company's investment, but the Company and Executive believe that, in
combination with the other provisions of the Agreement, it is a fair
and reasonable measure permitted under applicable law to protect the
Company's interests, giving due regard to both the interests of
Executive and the interests of the Company. Executive hereby (i) agrees
that the restrictions contained within Section 6 are reasonable and
necessary for the protection of the goodwill of the business of the
Company during the term of the Agreement and thereafter and that the
limitations as to period of time and geographic area contained in
Section 6.2 are reasonable and necessary for the protection of the
Company's business; and (ii) acknowledges that the Company would not
have entered into the Agreement but for these restrictions. For
purposes of this Section 6, "Company" means the Company and its
subsidiaries and affiliates.
6.2 COVENANT NOT TO COMPETE; SOLICIT. Subject to receipt by
Executive of the compensation payable pursuant to Article 4 and Section
8.5, during the term of the Agreement and for a period equal to two (2)
years from the earlier of the date of expiration or termination of the
Agreement (at any time for any reason), Executive shall not:
(a) directly or indirectly, for himself, as an owner,
partner, principal, shareholder, officer, director, employee, or
independent contractor engage in the development, management or
operation of any Managed Care Plan (i) within two hundred (200)
miles from any city, town where the Company has established a
Managed Care Plan or (ii) in any state in which a Managed Care
Plan established by the Company has contracted with state Medicaid
agencies for the delivery of health care services within such
state; or
(b) attempt, directly or indirectly, to solicit or entice
(i) any employee or consultant of the Company to terminate his or
her employment or consultancy with the Company or to become
employed by or associated with any person, firm or corporation
other than the Company, or approach any such employee or associate
of any of the foregoing purposes or authorize or assist in the
taking of
5
7
any such action by any third party; (ii) any existing customer,
business partner or client of the Company to terminate or reduce
its relationship with the Company; or (iii) any prospective
customer, business partner or client of the Company to refrain
from doing business with the Company.
6.3 INTERPRETATION. If Executive violates the restrictive
covenant in Section 6.2 and the Company brings legal action for
injunctive or other relief, the Company shall not, as a result of the
time involved in obtaining the relief, be deprived of the benefit of
the full period of the restrictive covenant. Accordingly, unless
Executive contests the alleged violation in a court of law and is the
prevailing party in a nonappealable decision of the applicable court,
the restrictive covenant shall be deemed to have the two-year
post-employment duration specified in Section 6.2 hereof computed from
the date the relief is granted but reduced by the period when the
restriction began to run and the date of the first violation by
Executive. Notwithstanding the foregoing, however, to the extent this
provision is invalid or unenforceable under the laws of any applicable
jurisdiction, the remainder of Section 6 shall be interpreted, status
quo ante, as if Section 6.3 had never been included herein and was an
absolute nullity.
6.4 NO ADEQUATE REMEDY AT LAW. Executive hereby acknowledges
and agrees that a violation of any of the provisions contained in
Section 6.2 will cause irreparable damage to the Company, the exact
amount of which may be impossible to ascertain and that, for such
reason, among others, the Company shall be entitled to injunctive
relief, both pendente lite and permanently, against Executive to
restrain any further violation of such provisions, and Executive hereby
(i) consents to any initiation by the Company in a court of competent
jurisdiction of any action to enjoin immediately any breach of the
Agreement, and (ii) hereby releases the Company from the requirement of
posting any bond in connection with temporary or interlocutory
injunctive relief, to the extent permitted by law. This provision with
respect to injunctive relief shall not, however, diminish the right of
the Company to pursue any other rights and remedies the Company may
have against Executive, including, but not limited to, the recovery of
damages.
6.5 DURATION. The restrictions contained in this Section 6
shall inure to the benefit of the Company and each of its Affiliates
and shall survive the termination of the Agreement.
7. TERMINATION OF EMPLOYMENT. The Agreement shall terminate prior to
its expiration upon the earliest to occur of any of the following events:
7.1 FOR CAUSE. Upon written notice by the Company to Executive,
which shall specify the "cause" for termination. For purposes hereof,
"cause" shall include, without limitation: Conviction of a felony;
habitual drunkenness; and/or material breach
6
8
of the Agreement. If thirty (30) days after receipt by Executive of
written notice thereof from the Company, to correct, cease, or
otherwise alter any material breach of the Agreement, or other willful
action that recklessly affects the Company's business, Executive has
not reasonably corrected the alleged "cause," the Agreement may be
terminated. If Executive disputes that "cause" exists for the
termination of Executive's employment, the decision with respect to the
existence of "cause" for termination shall be made by an arbitrator
selected in accordance with the rules of the American Arbitration
Association.
7.2 DEATH. Upon Executive's death;
7.3 DISABILITY. Upon the Company's written notice, at the
Company's sole option, upon Executive's disability. "Disability" shall
have the definition ascribed in the Company's group disability policy
if coverage under the policy is conditioned on using such definition.
If no such policy exists or if coverage is not conditioned on using
such definition, then, for purposes of the Agreement, "Disability"
means the inability of Executive to perform Executive's duties with
reasonable accommodation by the Company for ninety (90) days in any one
hundred eighty (180) consecutive day period.
8. SEVERANCE.
8.1 DEATH. If Executive's employment is terminated pursuant to
Section 7.2 as a result of Executive's death, the following provisions
shall apply:
(a) The Company shall pay to Executive's personal
representative the Base Salary (as adjusted) through the end of
the calendar month in which Executive's death occurs.
(b) The Company shall pay to Executive's personal
representative (i) the earned but unpaid Incentive Compensation
for the calculation period ended prior to the date of Executive's
death and (ii) a pro rata share (based on the number of days in
the period during which Executive was alive) of Executive's
Incentive Compensation for the calculation period in which
Executive died provided that more than three (3) months of such
calculation period has elapsed as of Executive's death. Such
amounts shall be payable in accordance with the Executive Bonus
Plan. If Executive's death occurs during the first three (3)
months of an Incentive Compensation calculation period, no
Incentive Compensation shall be payable with respect to such
period.
8.2 DISABILITY. If Executive's employment is terminated pursuant
to Section 7.3 as a result of Executive's Disability, the following
provisions shall apply:
7
9
(a) The Company shall maintain any health insurance
coverage provided to Executive hereunder until the expiration of
the Initial Term or any applicable renewal term for Executive and
Executive's dependents, or, if the Company's benefit insurer does
not permit such continuation, pay to Executive the amount of the
health insurance premium the Company would have paid to provide
such insurance to Executive and Executive's dependents. Nothing
herein shall affect any rights to continuation coverage of
Executive or Executive's dependents with respect to any insurance
coverage as provided by law.
(b) The Company shall maintain any life insurance coverage
provided to Executive hereunder on Executive's life, payable to
Executive or, as designated by Executive, Executive's
beneficiaries until the expiration of the Initial Term or any
applicable renewal term.
(c) The Company shall pay to Executive the Base Salary (as
adjusted) through the end of the calendar month immediately prior
to the initiation of periodic payments under the Company's group
disability policy.
(d) The Company shall pay to Executive (i) the earned but
unpaid Incentive Compensation for the calculation period ended
prior to the date of employment termination and (ii) a pro rata
share (based on the number of days in the period during which
Executive not disabled) of Executive's Incentive Compensation for
the calculation period in which Executive was terminated from
employment provided that more than three (3) months of such
calculation period has elapsed as of the date of termination. Such
amounts shall be payable in accordance with the Executive Bonus
Plan. If Executive's employment termination occurs during the
first three (3) months of an Incentive Compensation calculation
period, no Incentive Compensation shall be payable with respect to
such period.
8.3 TERMINATION FOR CAUSE. If Executive's employment is
terminated for "cause" pursuant to Section 7.1, the following
provisions shall apply:
(a) The Company shall pay to Executive the Base Salary (as
adjusted) through the date of termination.
(b) Executive shall forfeit all accrued but unpaid Incentive
Compensation and all unvested options under the Company's 1995
Stock Option Plan. The foregoing sentence is not a penalty, but is
intended to constitute liquidated damages to compensate the
Company for damages, which may be difficult to measure, suffered
by the Company as a result of Executive's conduct. Nothing
contained in this Section 8.3 shall be deemed to limit the
Company's ability to obtain equitable relief.
8
10
(c) Health insurance coverage provided to Executive
hereunder for Executive and Executive's dependents and any life
insurance coverage provided to Executive hereunder on Executive's
life, payable to Executive or, as designated by Executive,
Executive's beneficiaries shall terminate as of the last day of
the month in which Executive's employment terminates. Nothing
herein shall affect any rights to continuation coverage of
Executive or Executive's dependents with respect to any insurance
coverage as provided by law.
8.4 TERMINATION BY MUTUAL AGREEMENT. If Executive's employment
is terminated by mutual agreement, the parties hereto shall structure a
mutually acceptable severance benefits program which shall be
documented in a Termination Agreement to be executed by the parties
immediately prior to Executive's resignation from employment.
8.5 OTHER. If Executive's employment is terminated for reasons
other than death, "cause," mutual agreement or Disability, Executive
shall be entitled to receive the Base Salary, as adjusted by the Base
Salary Adjustment, for the remainder of the Initial Term or the
applicable renewal term and all unvested stock options granted pursuant
to the Company's 1995 Stock Option Plan shall accelerate and become
vested. If Executive's employment is not renewed following expiration
of the Initial Term or the applicable renewal term, Executive shall be
entitled to receive, as severance, the Base Salary, as last adjusted by
the Base Salary Adjustment, for the twelve (12) month period following
Executive's severance of employment.
9. MISCELLANEOUS.
9.1 GOVERNING LAW. The Agreement shall be deemed to have been
executed in the State of Tennessee and shall be governed and construed
as to both substantive and procedural matters in accordance with the
laws of the State of Tennessee, but excepting (i) any State of
Tennessee rule which would result in judicial failure to enforce the
arbitration provisions of Section 9.4 hereof or any portion thereof and
(ii) any State of Tennessee rule which would result in the application
of the law of a jurisdiction other than the State of Tennessee.
9.2 PRIOR AGREEMENTS. The Agreement, together with any Option
Award Agreement and Executive Bonus Plan, contains the entire agreement
of the parties relating to the subject matter hereof and supersedes all
prior agreements and understandings with respect to such subject
matter, and the parties hereto have made no agreements, representations
or warranties relating to the subject matter of the Agreement which are
not set forth herein.
9
11
9.3 AMENDMENT. The Agreement may not be amended, modified,
superseded, canceled or terminated, and any of the matters, covenants,
representations, warranties or conditions hereof may not be waived,
except by written instrument executed by the parties hereto or, in the
case of a waiver, by the party to be charged with such waiver.
9.4 ARBITRATION. Any controversy or claim arising out of or
relating to the Agreement, or the breach hereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, in the county in which the principal
office of the Company is located, and judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction over
the parties hereto. The dispute shall be resolved by a panel of three
arbitrators if the dollar amount in question that is being arbitrated
exceeds fifty thousand dollars ($50,000). The parties hereto shall have
full rights to pursue equitable remedies in furtherance of enforcing
the Agreement without interference from any arbitration proceedings.
9.5 SEVERABILITY. To the extent any provision of the Agreement
shall be invalid or unenforceable, it shall be considered deleted
herefrom and the remainder of such provision and of the Agreement shall
be unaffected and not in limitation of business activities covered by,
any provision of the Agreement be in excess of that which is valid and
enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities which may
validly and enforceably be covered. Executive acknowledges the
uncertainty of the law in this respect and expressly stipulates that
the Agreement be given the construction which renders its provisions
valid and enforceable to the maximum extent possible under applicable
law.
9.6 ASSIGNMENT. The Agreement shall not be assignable, in
whole or in part, by either party without the written consent of the
other party, except that the Company may, without the consent of
Executive, assign its rights and obligations under the Agreement to any
corporation, firm or other business entity with or into which the
Company may merge or consolidate, or to which the Company may sell or
transfer all or substantially all of its assets, or of which fifty
(50%) percent or more of the equity investment and of the voting
control is owned, directly or indirectly, by, or is under common
ownership with the Company. After any such assignment by the Company,
the Company shall be discharged from all further liability hereunder,
and such assignee shall thereafter be deemed to be the Company for the
purposes of all provisions of the Agreement including this Section 9.
10
12
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
duly executed as of the day and year first above written.
BIRMAN MANAGED CARE, INC.,
a Tennessee corporation
By:______________________________________
Xxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
[CORPORATE SEAL]
EXECUTIVE:
___________________________________(SEAL)
XXXXXXX X. XXXXXXX
11
13
AMENDMENT NO. 2
---------------
THIS INSTRUMENT, dated as of September 1, 1996, by and between Birman
Managed Care, Inc., a Tennessee corporation (the "Company"), and Xxxxxxx X.
Xxxxxxx ("Executive"), constitutes a second amendment to that certain
Employment Agreement by and between Executive and the Company dated as of March
1, 1996 (the "Agreement"). The Company and Executive are hereinafter referred
to as the "Parties."
R E C I T A L S:
----------------
WHEREAS, the Parties desire to amend the Agreement;
NOW, THEREFORE, for and in consideration of the premises set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged by each of the parties, intending to be legally bound,
agree as follows:
1. The preamble and Section 1 of the Agreement are hereby amended by
deleting "Comptroller/Director of Finance" and by inserting in lieu thereof
"Chief Financial Officer and Vice President."
2. Section 4.01 is hereby amended by deleting "ninety thousand and
no/100 dollars ($90,000) per annum" and by inserting in lieu thereof "one
hundred twenty thousand and no/100 dollars ($120,000)."
3. Section 4.02 is hereby amended by adding at the foot thereof the
following new sentence: "In addition, the Company shall provide to Executive an
automobile allowance of $750 per month."
The Agreement, as above amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
BIRMAN MANAGED CARE, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
--------------------------
Xxxxx X. Xxxxxx, M.D.,
President and Chief Executive
Officer
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
