EXHIBIT 10.5
AMENDMENT NUMBER 1
TO
EMPLOYMENT AGREEMENT
This AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT ("AMENDMENT") is made
and entered as of January 1, 2000 by and between DISABILITY REINSURANCE
MANAGEMENT SERVICES, INC., a Delaware corporation (the "Company") and Xxxx X.
Xxxxxx (the "Executive").
WHEREAS, CORE, INC. ("CORE"), the Company, the Executive, and others
who held capital stock in the Company are the parties to a certain Capital Stock
Purchase Agreement dated as of August 31, 1998 pursuant to which, INTER ALIA,
CORE purchased all of the shares of capital stock of the Company held by the
Executive (the "the Stock Purchase Agreement"); and
WHEREAS, in connection with the Stock Purchase Agreement, the Executive
entered into a separate Employment Agreement with the Company, dated as of
August 31, 1998 (the "Employment Agreement"), providing for, subject to the
terms and conditions set forth therein, the continued employment of the
Executive for a certain Term (as defined therein); and
WHEREAS, the Executive is now willing to expand the duties the
Executive is required to perform under the Employment Agreement in exchange for
CORE's payment, prior to the time scheduled therefor, of certain Additional
Consideration (consisting of shares of CORE common stock and subject to certain
restrictions on the transfer thereof) under the Stock Purchase Agreement.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the receipt of which is
hereby acknowledged by both parties hereto, the Company and the Executive hereby
agree as follows:
1. AMENDMENT OF SECTION 2 OF THE EMPLOYMENT AGREEMENT. Section 2 of the
Employment Agreement, entitled "DUTIES," is hereby amended by inserting at the
end of said Section the following:
"In addition to the foregoing duties, the Executive, together with the
other Managing Directors of the Company, shall market and sell to
existing Company clients and other middle market insurance carriers
CORE's WorkAbility products, including WorkAbility products revised and
enhanced to better serve the middle market insurance carriers."
2. AFFECT ON OTHER PROVISIONS OF THE EMPLOYMENT AGREEMENT. Other than as set
forth above, the parties are not amending or revising any other provision of or
continuing obligation under the Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
March ___, 2000 to be effective as of January 1, 2000.
DISABILITY REINSURANCE EXECUTIVE
MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx XX /s/ Xxxx X. Xxxxxx
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Title: Vice President Xxxx X. Xxxxxx
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