[Letterhead of Proflight Medical Response, Inc.]
September 15, 1997
Mr. Xxxxxx Xxxxx
0000 Xxxxxx Xxx
Xxxxxx Xxxx, XX 00000
RE: AMENDED EMPLOYMENT AGREEMENT,
NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
Dear Xx. Xxxxx:
Reference is made to that certain Amended Employment Agreement,
Non-Competition and Confidentiality Agreement, dated as of March ___, 1997,
including the Addendum (the "Addendum") thereto dated as of May 13, 1997 (the
"Employment Agreement"), by and between Proflight Medical Response, Inc. (the
"Company") and Mr. Xxxxxx Xxxxx (the "Employee").
In connection with the Company's initial public offering, which is
pending as of the date hereof, pursuant to the Addendum, the Employee has agreed
to give up his rights to receive an amount of stock equal in value to $500,000,
as originally provided in Section 4(c) of the Employment Agreement.
In consideration for the Employee's agreement to return such Shares to
the Company, the Company has agreed to amend the Employment Agreement, and the
Employment Agreement is hereby amended, as follows:
Section 4(c) is amended by replacing such section with the following
paragraph:
Notwithstanding any other provision of this Agreement or
of the Addendum, if, at the end of either of the first two years
commencing on the effective date of the Company's Registration Statement
filed with the Securities and Exchange Commission in connection with the
pending initial public offering, the Company achieves $1,000,000 in
pretax profits, before depreciation and amortization, the Employee shall
receive a stock bonus in the amount of ____________ shares of the
Company's Common Stock, provided, however, that the Company shall not
issue such stock bonus to the Employee if it is determined, based upon
the audited financial statements during the year in which it is to be
granted, that the issuance of such a stock bonus would negatively affect
the listing of the Company's Common Stock on the Nasdaq SmallCap Market.
Such bonus shall be subject to vesting at
Mr. Xxxxxx Xxxxx
September 15, 1997
Page 2
a rate of 50% upon realization by the Company of the minimum $1,000,000
in pretax profits and 25% on each of the next two anniversaries thereof.
Please acknowledge your agreement to the foregoing by signing your name
as indicated at the bottom hereof.
Sincerely,
PROFLIGHT MEDICAL RESPONSE, INC.
By:
----------------------------
Name:
Title:
Xxxxxx and acknowledged:
----------------------
Xxxxxx Xxxxx
