FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
Exhibit 10.8
FIRST AMENDMENT
This FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (this
“Amendment”) is dated as of October ___, 2008, and effective as of October 2, 2006, by and
among Aurora Diagnostics Holdings, LLC, Aurora Diagnostics, LLC, Xxxxx X. New and Xxxx Xxxxxxx
(“Executive”), each a “Party” and collectively, the “Parties.”
WHEREAS, the Parties entered into a certain Senior Management Agreement, dated as of October
2, 2006 (the “Senior Management Agreement”); and
WHEREAS, the Parties desire to amend the Senior Management Agreement to correct the amount of
the Annual Bonus for which Executive may be eligible;
NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:
1. Amendment to Executive’s Annual Bonus Eligibility. The second sentence of
Section 6(b) of Executive’s Senior Management Agreement shall be deleted in its entirety and
replaced with the following:
“During the Employment Period, Executive shall be eligible for an annual bonus
(“Annual Bonus”) in an amount up to forty percent (40%) of Executive’s
Annual Base Salary based upon the achievement by the Company, Employer and their
Subsidiaries of financial and other objectives set by the Board in consultation with
the President and Chief Executive Officer in conjunction with the annual budgetary
process contemplated by Section 3A(e) of the Purchase Agreement (with any such
Annual Bonus for 2006 to be pro rated based on the portion of the 2006 calendar year
that remains after the date hereof).”
2. Effect. Except as expressly herein amended, the terms and conditions of the
Senior Management Agreement remain in full force and effect. Capitalized terms used herein
but not otherwise defined shall have the definitions given such terms in the Senior Management
Agreement. The Parties agree and acknowledge that amounts paid to Executive as Annual
Bonus payments prior to the date hereof have been made in accordance with the terms of the
Senior Management Agreement, as amended hereby.
3. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and shall be binding upon all Parties, their
successors and assigns.
[Signatures on Following Page]
IN WITNESS WHEROF, the Parties have caused this Amendment to be executed on the date first
referenced above.
AURORA DIAGNOSTICS HOLDINGS, LLC |
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By: | /s/ Xxxxx X. New | |||
Xxxxx X. New | ||||
Chief Executive Officer & President | ||||
AURORA DIAGNOSTICS, LLC |
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By: | /s/ Xxxxx X. New | |||
Xxxxx X. New | ||||
Chief Executive Officer & President | ||||
SELLING UNITHOLDER |
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/s/ Xxxxx X. New | ||||
Xxxxx X. New | ||||
EXECUTIVE |
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/s/ Xxxx Xxxxxxx | ||||
Xxxx Xxxxxxx | ||||