Exhibit 10.43b
AMENDMENT NO. 2 TO 1992 STOCK OPTION AGREEMENT
This Amendment No. 2 to the Stock Option Agreement dated as
of February 25, 1992, as amended by Amendment No. 1 thereto dated
as of April 1, 1996 (collectively the "Agreement"), is made by and
between Xxxxxx X. Xxxxxxxx (the "Executive") and Maxicare Health
Plans, Inc., a Delaware corporation (the "Company") and dated as of
February 16, 1997 (the "Amendment No. 2").
WHEREAS, Executive wishes to exercise the Stock Option
granted to him pursuant to the Agreement;
WHEREAS, certain issues have arisen with respect to the
notice and exercise provisions of Section 4(a) of the Agreement and
the computation of taxes due by the Executive as a result thereof;
and
WHEREAS, as a result of the foregoing, the Company and the
Executive desire to make certain changes to the Agreement as set
forth herein;
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, Executive and the
Company hereby agree as follows:
1. Section 4(a) of the Agreement is hereby amended as
follows:
(a) to delete on the second and third line thereof
"at least three, but no more than ten, business days' prior" and
add in lieu thereof the following:
"on the date of exercise";
(b) to add on the fourth line of the carryover
paragraph on page 3 after "accompanied by a" the following:
"personal,"; and
(c) to delete on the fifth through the eighth line of
the first full paragraph on page 3 the parenthetical in its
entirety, as follows:
"(or, if so requested in the notice to exercise,
registered in the name of the Executive and another person jointly,
with right of survivorship)".
185 of 193
2. Except as expressly set forth herein, all of the terms
and conditions contained in the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, this Amendment No. 2 to the Agreement has
been executed as of the date first above-written.
MAXICARE HEALTH PLANS, INC.
/s/ XXXXXX X. XXXXXX
--------------------
Xxxxxx X. Xxxxxx
Treasurer
EXECUTIVE
/s/ XXXXXX X. XXXXXXXX
----------------------
Xxxxxx X. Xxxxxxxx
Executive Vice President
186 of 193
