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EXHIBIT 10.39
THE TENERE GROUP, INC.
AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement ("Amendment") has been entered
into as of this 7th day of May, 1998, by and between The Tenere Group, Inc., a
Missouri corporation ("Company"), and Xxxxxxx X. Xxxxxxx, M.D., an individual
("Executive").
RECITALS
WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement, dated as of May 6, 1996 (the "Agreement"); and
WHEREAS, the Company and the Executive wish to amend the terms of the
Agreement, and any Amendments thereto, to extend the initial Employment Period
under the Agreement from May 6, 2000 to May 6, 2001:
NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 1.1(g). Section 1.1(g) of the Agreement is hereby
deleted in its entirety and replaced with the following:
1.1(g) "EMPLOYMENT PERIOD" means the period beginning on the Effective Date
and ending on the later of (i) May 6, 2001, or (ii) May 6 of any
succeeding fiscal year during which notice is given by either party
(as described in Section 1.1(j)) of such party's intent not to renew
this Agreement.
2. AMENDMENT OF SECTION 1.1 (j). Section 1.1(j) of the Agreement is hereby
deleted in its entirety and replaced with the following:
1.1(j) "TERM" means the period that begins on the Effective Date and ends on
the earlier of: (i) the Date of Termination as defined in Section 3.6,
or (ii) the close of business on the later of May 6, 2001 or May 6 of
any renewed term as set forth in Section 2.1 of this Agreement.
3. EFFECTIVENESS; LIMITED EFFECT. The amendments contained in Sections 1
and 2 hereof shall be effective as of the date of the execution of this
Amendment by the Company and the Executive. Except as amended hereby, terms and
conditions of the
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Agreement shall continue in full force and effect and shall be interpreted in
light of the amendments contained herein.
IN WITNESS WHEREOF, the Executive and the Company, pursuant to the
authorization from its Board of Directors, have caused this Amendment to be
executed in its name and on its behalf, all as of the day and year first above
written.
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, M.D.
THE TENERE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: General Counsel
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ATTEST: /s/ Xxxxxxx X. Xxxxxx, M.D.
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Xxxxxxx X. Xxxxxx, M.D.
Secretary
