Exhibit 10.48
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND XXXXX XXXX
This Fourth Amendment dated August 5, 2003 ("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, October 14, 2002 and November 6, 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. In addition to the existing provisions reflected in Paragraph 3.1 of the
Amended Agreement, Paragraph 3.1 shall be amended by adjusting Employee's
compensation and annual bonus pursuant to the resolutions adopted by the
Compensation Committee and Board of Directors of the Company at meetings held on
July 9, 2003 and August 5, 2003, respectively.
2. From and after the date hereof, Paragraph 3.4 of the Agreement shall be
deleted in its entirety, and substitute in lieu thereof:
The Company shall pay the Employee the sum of $10,000 per
calendar quarter for non-accountable expenses incurred by him in
connection with the performance of his duties or in furtherance of the
business and/or interest of the Company.
3. In addition to the Stock Options granted to Employee in Paragraph 4 of
the Amended Agreement and as further approved by Compensation Committee and
Board of Directors of the Company at meetings held on July 9, 2003, the Employee
will be granted by the Company an option to purchase 50,000 shares of Common
Stock of the Company, effective July 22, 2003, in accordance with the terms of a
Stock Option Agreement attached hereto as Exhibit A.
4. Except as expressly provided herein, all terms and conditions of the
Amended Agreement shall be unmodified and in full force and effect.
5. 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.
6. 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
