EXHIBIT "A"
FIRST AMENDMENT
TO
EMPLOYMENT CONTRACT
THIS FIRST AMENDMENT TO EMPLOYMENT CONTRACT ("Amendment") is dated as of
the _____ day of July, 1999, by and between PROVIDENT AMERICAN CORPORATION, a
Pennsylvania corporation (the "Company"), Provident Indemnity Life Insurance
Company, a Pennsylvania domiciled stock life insurance company ("PILIC"),
XXXXXXXXXX.XXX, INC., a Pennsylvania corporation ("HA"), each with an address at
0000 XxXxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, and XXXXX X. XXXXXXX, an
individual ("Executive"), residing at 000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxx
00000.
BACKGROUND
A. Pursuant to an Employment Contract dated as of February 19, 1997 (the
"Employment Contract"), Executive serves as Chairman of the Board of Directors
and Chief Executive Officer of the Company and PILIC.
B. The parties are desirous of amending the Employment Contract as set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and undertakings contained in the Employment Contract and this
Amendment, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Paragraph 2.b. of the Employment Contract is hereby amended in its
entirety to read as follows:
"b. Parties. The obligations of the Company hereunder shall include
the obligation to cause PILIC and HA to act in accordance with the terms
hereof. Notwithstanding anything set forth herein, the obligation of PILIC
hereunder shall cease and be of no further force or effect upon the date on
which the Company no longer owns all of the issued and outstanding shares
of the capital stock of PILIC."
2. Paragraph 3 of the Employment Contract is hereby amended in its entirety
to read as follows:
"3. Position and Duties. Beginning effective as of August 16, 1999,
and during the remaining term of this Agreement, Executive shall be
employed as the Chairman of the Board of Directors and Chairman of the
Executive/Nominating Committee or Committees of the Board. In these
capacities, Executive shall have supervisory responsibility for the
management of the business of the Company and its subsidiaries and
affiliates. Executive hereby accepts such employment and agrees to perform
the duties and responsibilities set forth herein.
3. Paragraph 6.d.(1) of the Employment Contract is hereby amended in its
entirety to read as follows:
"(1) without Executive's express written consent, the assignment to
Executive of any duties or the reduction of Executive's duties, either of
which results in the removal of Executive as a Director, Chairman of the
Board of Directors, or Chairman of the Executive/Nominating Committee or
Committees;".
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4. Paragraph 9 of the Employment Contract is hereby amended in its entirety
to read as follows:
"9. Joint and Several Obligations. The obligations set forth herein
shall be deemed to be joint and several obligations of each of the Company,
PILIC, and HA."
5. Paragraph 10.(3) of the Employment Contract is hereby amended in its
entirety to read as follows:
"(3) Company shall have the right to assign all or any portion of its
rights hereunder to PILIC, HA, or any subsidiary."
6. Ratification. As herein amended, the Employment Contract is hereby
ratified, approved, and affirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal the day and year above first written.
WITNESS:
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XXXXX X. XXXXXXX
PROVIDENT AMERICAN CORPORATION
By:
--------------------------------
PROVIDENT INDEMNITY LIFE
INSURANCE COMPANY
By:
--------------------------------
Xxxxxxx X. Xxxxx, President
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XXXXXXXXXX.XXX, INC.
By:
--------------------------------
Xxxxxxx Xxxxxx, President
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