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Exhibit 10(q)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment is made effective May 1, 1996, to the Employment
Agreement dated May 1, 1994, as amended as of March 27, 1995 (collectively, the
"Employment Agreement"), between Health Power Management Corporation, an Ohio
corporation (the "Company"), and Xxxxxx X. Xxxxx, Xx. (the "Employee"), who
hereby agree as follows:
ss.1. The base salary set forth in ss.6(a) of the Employment Agreement
hereby is increased from $132,000 to $160,000 per annum.
ss.2. The automobile allowance set forth in ss.8(b) of the Employment
Agreement hereby is increased from $500 to $700 per month.
ss.3. For purposes of determining (a) the Employee's incentive cash
bonus for the 1996 Performance Year and (b) the number of Shares subject to the
Employee's Formula Vesting Options to receive accelerated treatment for the 1996
Performance Year, the Employee and the Company agree that for the 1996
Performance Year the Maximum Cash Bonus shall be $250,000 and the Ceiling Amount
shall be $1,000,000.
ss.4. The Employee and the Company agree that the performance goals to
be accomplished by the Employee or under his direction and management on behalf
of Health Power, Inc. and its subsidiaries for 1996 are attached hereto as
Exhibit A, which exhibit is incorporated herein by reference. It is understood
that the Company's Compensation Committee will assess the extent to which such
goals were achieved in connection with its determination of the number of Shares
subject to the Employee's Discretionary Vesting Options to receive accelerated
vesting treatment for the 1996 Performance Year.
ss.5. The Company shall not geographically relocate the Employee from
the Columbus, Ohio area without the prior consent of the Employee.
ss.6. All capitalized terms used in this amendment but not otherwise
defined herein shall have the respective meanings given those terms in the
Employment Agreement.
ss.7. This document is an amendment to the Employment Agreement. In the
event of any inconsistencies between the provisions of the Employment Agreement
and this amendment, the provisions of this amendment shall control. Except as
notified by this amendment, the Employment Agreement shall continue in full
force and effect without change.
HEALTH POWER MANAGEMENT
CORPORATION
By /s/ Xxxxxxx X. Master, D.O. /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Master, D.O., XXXXXX X. XXXXX, XX.
Chairman
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