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EXHIBIT 10.29
FIRST AMENDMENT TO
CONSULTING AGREEMENT
THIS FIRST AMENDMENT TO CONSULTING AGREEMENT dated as of November 12,
1997 (the "Amendment") amends that certain Consulting Agreement (as
hereinafter defined) and is made by and between American Physician Partners,
Inc., a Delaware corporation (the "Company"), and Xxxxxxxx X. Xxxxxx, M.D., a
resident of the state of Florida (the "Consultant").
For good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto covenant and
agree as follows:
1. Defined Terms. Capitalized terms not otherwise
defined herein shall have the respective meanings assigned to them in the
Consulting Agreement dated October 9, 1997, by and between the Company and the
Consultant (the "Consulting Agreement").
2. References to the Consulting Agreement. All
references in the Consulting Agreement to "this Agreement", and to all other
words referring to the Consulting Agreement (such as "herein", "hereto",
"herewith" and "hereunder"), shall be deemed to mean and refer to the
Consulting Agreement, as amended by this Amendment.
3. Amendment to Consulting Agreement. Section 1.4(b)(i)
of the Consulting Agreement is hereby amended by adding the following sentence
after the last sentence in that section: "On November 12, 1997, Consultant
agreed to the cancellation of 57,500 of the Xxxxxx Options (the "Surrendered
Xxxxxx Options") and the regrant of an option to purchase the same number of
shares (57,500 shares) at an exercise price equal to the initial public
offering price of the Company's common stock (the "New Xxxxxx Options"), both
of which shall occur only upon the consummation of the Company's initial
underwritten public offering of its common stock. The Xxxxxx Options, as
reduced by the Surrendered Xxxxxx Options, together with the New Xxxxxx Options
shall hereinafter be collectively referred to as the 'Xxxxxx Options.'"
4. Effect of Amendment. The Consulting Agreement, as
amended hereby, shall remain in full force and effect.
5. Effectiveness. This Amendment shall be effective
only upon the consummation of the Company's initial underwritten public
offering of its common stock.
6. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas without regard
to the conflicts of law provisions thereof.
7. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and Consultant have executed this
Amendment, effective as of the day and year first above written.
AMERICAN PHYSICIAN PARTNERS, INC.
By:
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Title:
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XXXXXXXX X. XXXXXX
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