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EXHIBIT 10.2
AMENDMENT NUMBER 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT (this "Amendment") is
made and entered into as of the 4th day of November 1998, by and between
MEDIRISK, INC., a Delaware corporation (the "Company") and XXXX X. XXXXXX
("Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee are parties to an Employment
Agreement dated as of 18 August 1998 (the "Agreement") pursuant to which the
Company employs Employee; and
WHEREAS, the Company and Employee desire to amend the Agreement in
light of organizational changes made at the Company;
NOW, THEREFORE, in consideration of the compensation payable to
Employee by the Company pursuant to the Agreement, and the mutual promises,
covenants, representations and warranties contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do agree as
follows:
1. DUTIES, EXTENT OF SERVICES. Section 4 of the Agreement is
amended by deleting the first sentence of such Section 4 and inserting in lieu
thereof the following:
Employee is engaged as Chairman of the Board and Chief
Executive Officer of the Company and shall perform such duties
and responsibilities as are typically incident to such
positions, and shall perform in a faithful and competent
manner such additional duties as may be reasonably assigned
from time to time by the Company.
2. TERMINATION. Section 5(c) of the Agreement is amended by
deleting clause (i) therefrom and inserting in lieu thereof the following:
(i) without the express written consent of Employee, a
material diminution of his position, duties, responsibilities
and status with the Company as in effect as of the date of
Amendment Number 1 to this Agreement, a material reduction of
Employee's reporting responsibilities, titles or offices as in
effect as of the date of Amendment Number 1 to this Agreement,
or the removal of Employee from, or failure to re-elect
Employee to, any position referred to in Section 4 of this
Agreement, except in connection with promotions to higher
officer or except in connection with the termination of his
employment for Cause;
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3. EFFECT. Except as specifically modified and amended by this
Amendment, the parties ratify and affirm all of the covenants and agreements set
forth in the Agreement, which shall continue in full force and effect as
modified hereby.
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
COMPANY:
MEDIRISK, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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XXXXXXX X. XXXXX, XX.
President & Chief Operating Officer
EMPLOYEE:
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
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