AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.2
AMENDMENT OF EXECUTIVE
EMPLOYMENT AGREEMENT
This
Amendment of Executive Employment Agreement is entered into as of July 14, 2008
by and between Centene Corporation, a Delaware corporation, together with its
successors and assigns permitted under this Agreement (“Employer”), and Xxxxxxx
X. Xxxxxxxx (the “Executive”).
WHEREAS,
the parties entered into that certain Executive Employment Agreement dated as of
November 8, 2004 (“Agreement”); and
WHEREAS,
the parties desire to amend the Agreement in order to reflect that
non-competition and non-solicitation provisions in the Agreement and in any
equity awards held by the Executive, will not apply under certain circumstances
involving a Change in Control of the Employer.
NOW
THEREFORE, the parties hereto agree as follows:
1. Section
11(c) is amended to add a new last sentence to read as follows:
Notwithstanding
anything in the foregoing to the contrary, this Section 11(c), and the
non-competition and non-solicitation provisions of any of the Executive’s equity
awards, shall not apply if a “Change in Control of the Employer” (as defined in
Section 6(a) above) occurs under Section 6(a)(B) thereof, or if such Change in
Control of the Employer occurs under Section 6(a)(A) or 6(a)(C) thereof without
the prior approval, recommendation or consent of the Board.
2. The
Agreement is affirmed, ratified and continued, as amended hereby.
IN
WITNESS WHEREOF, the parties hereto have signed their names as of the day and
year first written above.
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XXXXXXX
X. XXXXXXXX
By: /s/ Xxxxxxx X.
Xxxxxxxx
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CENTENE
CORPORATION
By:
/s/ Xxxxxx X. Xxxxxxx
Its:
Chairman, Compensation Committee
XXXXXXX
X. XXXXXXXX
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