Exhibit 10.3h
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
EMPLOYMENT AND INDEMNIFICATION AGREEMENT
This Amendment No. 1 to the Amended and Restated Employment
and Indemnification Agreement ("Agreement"), dated as of April 1,
1996, is made by and between MAXICARE HEALTH PLANS, INC., a
Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxx, an
individual ("Executive") and is dated as of February 11, 1997.
R E C I T A L S
WHEREAS, Executive presently serves as Chairman of the Board,
Chief Executive Officer and President of the Company pursuant to
the Agreement, exerting particularly diligent efforts in such
capacities on behalf of the Company;
WHEREAS, the Company and the Executive have agreed to amend
the Agreement to modify the terms of "Exhibit C-1" thereto relating
to the Executive's "Performance Bonus" as such term is defined in
Section 4(c) of the Agreement; and
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, the Company and Executive agree as follows:
1. Section 4(c) of the Agreement is amended to provide that
all references to Exhibit C-1 of the Agreement entitled the
"Performance Bonus" are hereby deemed to refer to the "Amended and
Restated Performance Bonus" attached hereto and made a part hereof
as "Exhibit A."
2. Except as expressly set forth herein, all of the terms
and conditions contained in the Agreement shall remain in full
force and effect.
139 of 193
IN WITNESS WHEREOF, this Amendment No. 1 to the Agreement has
been executed as of the date first above written
MAXICARE HEALTH PLANS, INC.
/s/ XXXX X. XXXXX
------------------
Xxxx X. Xxxxx
Secretary
EXECUTIVE
/s/ XXXXX X. XXXXXXX
------------------------------------
Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
140 of 193
EXHIBIT A
Amended and Restated Performance Bonus
Executive's (hereinafter either Xxxxx X. Xxxxxxx or Xxxxxx X.
Xxxxxxxx as the case may be) annual Performance Bonus pursuant to
Section 4(b) of the Amendment No. 1, dated as of February 11, 1997,
to the Amended and Restated Employment and Indemnification
Agreement dated as of April 6, 1996 between the Company and the
Executive (the "Amended Agreement") shall be based upon the
Company's annual Pre-Tax Earnings during the term of the Amended
Agreement computed in accordance with generally accepted accounting
principles pursuant to the following:
1. The first year (the fiscal year) shall commence on
January 1, 1997 and each subsequent fiscal year on the anniversary
date of the first year.
2. "Pre-Tax Earnings" shall not include any items of either
extraordinary income or extraordinary expense, as determined by the
Company's independent auditors.
3. "The Company," for the purposes of this bonus shall
include Maxicare Health Plans, Inc. and all of its subsidiaries
(whose financial statements are consolidated with those of the
Company's), successors and assigns whether now existing or
hereinafter created or acquired. In the event the Company, or a
substantial portion thereof, is acquired by an unrelated entity,
whether by a stock acquisition, purchase of assets or otherwise
during the term of the Agreement, a good-faith allocation of the
Pre-Tax Earnings of the Company during the applicable period for
the purposes of this bonus shall be made by the Company and
reviewed by the independent auditors for the Company. The Company,
and any successor, shall keep its records in such a manner that the
auditors will have the requisite information to be able to review
such allocation.
4. For any fiscal year, the Performance Bonus will only be
granted if the Pre-Tax Earnings for such year exceeds $10,000,000.
5. Executive will be entitled to the following percentages
of the excess of Pre-Tax Earnings over $10,000,000:
(a) 2% of that portion of the Pre-Tax Earnings which
exceeds $10,000,000 by $5,000,000 or less (a
maximum bonus of $100,000); plus
(b) 2-1/2% of that portion of the Pre-Tax Earnings
which exceeds $15,000,000 but not in excess of
$20,000,000 of Pre-Tax Earnings (a maximum bonus
of $125,000); plus
141 of 193
(c) 3% of that portion of the Pre-Tax Earnings which
exceeds $20,000,000.
6. The aggregate amount of the Performance Bonus to
Executive shall not exceed $2,000,000 for any fiscal year.
Dated: February 11, 1997
142 of 193
