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EXHIBIT 10.15
AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment to Management Agreement is executed this 30th day of
November 1999 by and between Xxxxxxx Provider Group (the "COMPANY") and North
American Medical Management -- Illinois, Inc.("NAMM").
WHEREAS, the Company and NAMM entered into a certain Management
Agreement (the "Agreement") dated March 14, 1994; and
WHEREAS, NAMM and Northwestern Healthcare Network ("NHN") entered into
that certain Master Agreement dated June 29, 1994 (the "Master Agreement"); and
WHEREAS, the Company is affiliated with a hospital member (the
"Hospital") of NHN; and
WHEREAS, NHN and its members have decided to dissolve NHN effective
December 31, 1999 and thus to terminate the Master Agreement, at which time
Company and Hospital shall no longer be affiliated with NHN; and
WHEREAS, Section 7.02(G) of the Agreement provides for the termination
of the Agreement if Hospital at any time ceases to be affiliated with NHN; and
WHEREAS, the Company and NAMM mutually desire to amend the Agreement to
provide for the continuation of the Agreement, upon the terms and conditions set
forth herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and promises contained herein, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The dissolution of NHN and the termination of the Master
Agreement shall not cause the termination of the Agreement.
Section 7.02(G) of the Agreement is hereby deleted.
2. Section 7.01 "Term" of the Agreement is deleted and in its
place the following is substituted:
7.01 Term
The term of this Agreement shall be from the
Effective Date (March 1, 1995) and shall
continue for a period of seven (7) years.
3. Section 5.02 "NAMM's Participation in any Company Profits" and
Section 5.04 "Payment of Expense Reimbursements to NAMM" are
deleted and in their place are substituted:
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5.02 Management Fee and Surplus Sharing
From July 1, 1999 until December 31, 2000 NAMM shall
receive $4.50 per Commercial or Medicaid enrollee per
month plus 20% of the profits of the Company.
From January 1, 2001 until February 28, 2002 NAMM
shall receive $4.75 per Commercial or Medicaid
enrollee per month plus 20% of the profits of the
Company.
From the July 1, 1999 until February 28, 2002 NAMM
shall receive $20.50 per Medicare enrollee per month
plus 20% of the profits of the Company.
Any NAMM management services for provider-sponsored,
self-insured, or global-risk products will be
negotiated separately from this Amendment.
4. The terms and conditions of the Master Agreement and that
certain Joint Marketing Strategy (the "Joint Marketing
Strategy") document executed by NHN and NAMM shall no longer
have any effect on the terms and conditions of the Agreement
or the parties' responsibilities and/or rights thereunder. All
provisions of the Agreement relating to or referencing the
Master Agreement and the Joint Marketing Strategy are hereby
agreed to be null and void and to have no effect, and
specifically Section 1.02 "Master Agreement" and Section 6.01
"Joint Market Strategy" are hereby deleted from the Agreement.
Section 6.03 "NAMM Exclusivity" is deleted and replaced with
the following:
6.03 NAMM Exclusivity. NAMM will not, during the term of
this Agreement, provide any services similar to the
services being provided to the Company to any
hospital or Physician Hospital Organization within
fifteen miles of the Hospital, unless agreed to by
the Company.
5. Company will pay NAMM the sum of Eighty Thousand and No/100
Dollars ($80,000.00) as specific consideration for management
cost overruns incurred by NAMM from the Effective Date of the
Agreement through the Amendment Date.
6. In all other respects, the terms and conditions of the
Agreement remain unchanged.
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IN WITNESS WHEREOF, the parties hereto have caused their duly appointed
representatives to execute this Amendment to Management Agreement as of the day
and date written above.
XXXXXXX PROVIDER GROUP
By: /s/
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Its: President
NORTH AMERICAN MEDICAL MANAGEMENT -- ILLINOIS, INC.
By: /s/
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Its: Regional Vice President
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