AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated and effective as of the 13th day of November,
2001, to the Employment Agreement (the "Employment Agreement") dated February
24, 2000, by and among Unilab Corporation, a Delaware corporation ("The
Company") and Xxxxxx X. Xxxxxx ("Executive"), is entered into for good and valid
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto.
WHEREAS, The parties desire to modify the terms of Executive's
employment with The Company; and
WHEREAS, The Company and Executive desire to amend the Employment
Agreement to reflect the terms under which Executive will be employed henceforth
by The Company;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants set forth herein, the parties hereto agree that the Employment
Agreement shall be amended as follows:
1. TERM. The term set forth in Section 2 of the Employment Agreement is hereby
amended and extended to continue until December 31, 2005, unless sooner
terminated in accordance with Section 8 of the Employment Agreement, as amended
hereinbelow. There shall be no further extension of the Employment Agreement
other than by written instrument executed by both parties hereto.
2. TERMINATION. Sections 8 (a) (v) and 8 (a) (vi) of the Employment
Agreement shall be amended in their entirety as follows:
"(v) the date on which the Company shall give Executive notice of
termination for any reason other than the reasons set forth in (i)
through (iv) above, in which event Executive shall be entitled to
receive, as his sole and exclusive remedy the following: (A) a payment
(the "Severance Payment") equal to his Salary for 36 months (paid in
installments at such times as Executive would normally receive payroll
checks as though employed through the Severance Payment period or, at
Executive's option, in lieu of continued Salary, the Executive shall
receive a lump sum cash payment in the amount of the entire Severance
Payment upon the effective date of termination); (B) continuation, for
the longer of 36 months or the remainder of the Term of this
Agreement, as amended, of medical benefits coverage for the Executive
and any covered dependents; (C) the acceleration and immediate vesting
of any and all Service ("Class A") stock options granted to Executive
during his employment by the Company and the waiver by the Company of
any requirement of the relevant stock option plan or agreement that
any Company stock options granted to Executive that have vested,
whether by effect hereof or otherwise, expire as a result of
termination of Executive's employment for any reason other than the
reasons set forth in (i) through (iv) above; and (D) the acceleration
and payment by the Company of any and all benefits accrued by
Executive under the Company's Deferred Compensation and SERP Plans as
of the effective date of termination of his employment.
Notwithstanding the foregoing, Executive shall not be entitled to
receive the Severance Payment or other consideration set forth in this
Section 8 (a) (v) unless he first signs a General Release of all
claims against the Company in a form acceptable to the Company (a
"General Release"). Executive shall have no obligation to mitigate
damages or seek or accept other employment as a condition to his
receipt of the foregoing payment(s); or
"(vi) upon a Change of Control of the Company (as hereinafter defined)
Executive shall be entitled to terminate his employment with the
Company, in which event Executive shall be entitled to receive, as his
sole and exclusive remedy the following: (A) the Severance Payment (as
defined above) in a lump sum cash payment; (B) continuation, for the
longer of 36 months or the remainder of the Term of this Agreement, as
amended, of medical benefits coverage for the Executive and any
covered dependents; (C) payment by the Company of any Incentive Bonus
Plan payments (as described in Section 3(b) of this Agreement) that
Executive otherwise would have received had Executive continued his
employment with the Company for the longer of the 36 months after the
Change of Control or the remainder of the Term of this Agreement, and
had Executive achieved his performance targets set forth in such
plans; and (D) the acceleration and payment by the Company of any and
all benefits accrued by Executive under the Company's Deferred
Compensation and SERP Plans as of the effective date of termination of
his employment. Notwithstanding the foregoing, Executive shall not be
entitled to receive the Severance Payment or other consideration set
forth in this Section 8 (a) (vi) unless he first signs a General
Release of all claims against the Company in a form acceptable to the
Company. Executive shall have no obligation to mitigate damages or
seek or accept other employment as a condition to his receipt of the
foregoing payment(s)."
3. ENTIRE AGREEMENT. This Amendment amends and supercedes Section 2 and
Sections 8 (a) (v) and 8 (a) (vi) as set forth herein, and constitutes the
entire understanding between the parties with respect to the subject matter
hereof, superseding all negotiations, prior discussions, and preliminary
agreements, and in the event of any conflict between this Amendment and the
Employment Agreement as to the subject matter hereof, the terms hereof shall
control. Neither this Amendment nor the Employment Agreement may be amended
except in a writing executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered the
Amendment as of the date first above written.
UNILAB CORPORATION EXECUTIVE
By: /s/ /s/
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Xxxxx X. Xxx Xxxxxx X. Xxxxxx
Executive Vice President
& General Counsel
