Exhibit 10.1
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and
entered into by and between Xxxx X. Xxxxxxx, an individual ("Employee"), and
Magellan Health Services, Inc. on behalf of itself and its subsidiaries and
affiliates (collectively referred to herein as "Employer").
WHEREAS, Employer and Employee are parties to that certain Employment
Agreement dated as of September 5, 2003 ("Agreement"); and
WHEREAS, Employer desires to continue to obtain the services of
Employee and Employee desires to continue to render services to Employer; and
WHEREAS, the parties desire to modify the Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual covenants and agreements contained in the Agreement and this Amendment,
the parties agree as follows:
1. Section 1 of the Agreement is hereby amended by adding the following
after the last sentence thereof:
"Notwithstanding anything to the contrary herein, Employer agrees that
in the event this Agreement is terminated without cause pursuant to
Section 6(c) prior to March 15, 2006, Employee shall be entitled to (a)
his FY2005 Short-Term Incentive Plan ("STIP") management bonus, and (b)
all stock options and restricted stock grants that would have vested by
March 15, 2006 shall be accelerated to vest on the date of such
termination."
2. Section 2 of the Agreement is hereby deleted in its entirety and the
following section is substituted in lieu thereof:
"2. POSITION AND DUTIES OF EMPLOYEE. Employee will serve as interim
Executive Vice President, Employer Solutions of Employer with all of
the rights and privileges which attend thereto, including but not
limited to attendance at Executive Staff meetings. Employee agrees to
serve in such position and to perform the duties that Employer may
assign from time to time to Employee. Upon completion of his duties as
interim Executive Vice President, Employer Solutions, Employee's
employment with Employer and this Agreement shall be deemed terminated
without cause pursuant to Section 6(c) of this Agreement."
3. Section 4(b) of the Agreement is hereby amended by adding the
following after the last sentence thereof:
AMENDMENT TO EMPLOYMENT AGREEMENT
Xxxx X. Xxxxxxx
November 4, 2005
"Provided that this Agreement is not terminated due to Employee's
resignation pursuant to Section 6(a), by Employer for cause pursuant to
Section 6(b), or automatically pursuant to Section 6(d) prior to date
of payment of the STIP bonus for FY2005, Employee shall receive a
guaranteed minimum STIP bonus payment for FY2005, payable concurrently
with STIP bonus payments to other management employees in or about
March 2006, in an amount not less than $210,000."
4. Section 9 of the Agreement is hereby deleted in its entirety and the
following section is substituted in lieu thereof:
"9. PROPERTY OF EMPLOYER. Employee agrees that, upon the termination of
Employee's employment with Employer, Employee will immediately surrender to
Employer all property, equipment, funds, lists, books, records and other
materials of Employer or its controlled subsidiaries or affiliates in the
possession of or provided to Employee; provided, however, that Employee shall be
entitled to keep, and upon termination shall own, his company-owned Toshiba
laptop, which shall be re-imaged by Employer to remove all confidential
information and applications but otherwise to include a Windows Operating
System, Microsoft Office and certain Toshiba utilities, and the company-owned
Oriental artwork presently on the walls in his office."
5. All capitalized terms not otherwise defined in this Amendment shall
have the meanings set forth in the Agreement.
6. All other terms and provisions of the Agreement not expressly
amended or modified hereby remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Employment Agreement on the 7th day of November, 2005.
MAGELLAN HEALTH SERVICES, INC.
"Employee" "Employer"
By:
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Name:
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Title:
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