Exhibit 10.15
AMENDMENT TO
EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into
as of December 21, 2005, by and between Xxxx X. Xxxxxxxx (the "Executive") and
CompBenefits Corporation, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company and the Executive are currently parties to an
Employment Agreement, dated as of October 13, 2003 (the "Employment Agreement");
WHEREAS, the Company desires to amend the Executive's Employment Agreement
and employ the Executive in the capacity and on the terms and conditions as
hereinafter set forth as part of a reorganization of the Company; and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to reflect such terms and conditions as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing mutual covenants,
promises and conditions, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. In the first sentence of Section 1 of the Employment Agreement,
"President & Chief Operating Officer is hereby deleted and replaced with "Chief
Executive Officer."
2. The first sentence of Section 2 of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:
"The Executive agrees to perform and discharge the duties which may be
assigned to the Executive from time to time by the Company's Board of
Directors and consistent with the Executive's title and general area
of experience, knowledge and skill."
3. The following two sentences are hereby added to the end of Section 2 of
the Employment Agreement:
"The Executive shall also have the authority to select a candidate to
be the Chief Operating Officer of the Company and the Board of
Directors shall act expediently to accept or reject such candidate and
the proposed terms of employment. In addition, subject in all cases to
the Board's fiduciary duties, the Board of Directors agrees to vote on
the Executive's elevation to Chairman of the Board of Directors of the
Company no later than January 1, 2007."
4. The first sentence of Section 3(a) of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:
"During the term of employment, the Company shall pay the Executive a
salary (the "Base salary") at an annual rate as shall be determined
from time to time by the Company's Compensation Committee, provided,
however, that such rate per annum shall not be less than $325,000 and,
beginning December 1, 2005, shall not be less than $425,000.
5. In Section 3(b) of the Employment Agreement, the phrase "(with a target
percentage of Base Salary of 50%)" is hereby deleted in its entirety and
replaced with the phrase ("with a target percentage of Base Salary of 50% and,
starting with fiscal 2006, a target percentage of Base Salary of 75%)."
6. Affirmation. Except as expressly modified by this Amendment, the
Executive and the Company hereby acknowledge and agree that all terms of the
Employment Agreement remain in full force and effect.
7. Binding Effect. This Amendment will be binding upon the parties and
their respective heirs, representatives, successors, transferees and permitted
assigns, as applicable.
8. Counterparts. This Amendment may be executed in separate counterparts,
each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
9. Effective Date. This Amendment is effective as of 12/21/05.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
COMPANY:
COMPBENEFITS, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Chief Executive Officer
EXECUTIVE:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
