EXHIBIT 10.2
AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to EMPLOYMENT AGREEMENT ("Amendment 2") is made as of
the 22nd day of August, 1996, among American Medical Response, Inc., a Delaware
corporation ("American") and Xxxxxxx X. XxXxxxxxx ("Employee"). The parties
hereto agree as follows:
1. REFERENCE TO EMPLOYMENT AGREEMENT AND AMENDMENT. Reference is made to
the Employment Agreement dated as of August 12, 1992, as in effect on the date
hereof (the "Agreement") between American and Employee. Terms defined in the
Agreement and not otherwise defined herein are used herein with the meanings so
defined.
2. AMENDMENT TO AGREEMENT. Section 6(d) of the Agreement is hereby
amended to read in its entirety as follows:
" (d) Upon termination of Employee's employment by the Company
pursuant to clause (iii) of paragraph 6(a), or by Employee at any time
after December 31, 1999 pursuant to clause (iii) of paragraph 6(a),
Employee shall be entitled to receive (i) all base compensation owing
under this Agreement through the date of termination plus (ii) any
----
accrued but unpaid bonus attributable to him for work prior to
termination plus (iii) base compensation as in effect on the date
----
prior to termination for an additional period of twelve months plus
----
(iv) an amount equal to his prior year annual cash incentive bonus,
and, any outstanding unvested options which were previously granted to
Employee shall immediately vest, and, subject to any employee
contribution applicable on the date of termination, and to the extent
such coverage is not duplicative of other coverage in effect, the
Company shall pay COBRA payments for an additional twelve month period
after the termination date."
3. MISCELLANEOUS. Except to the extent specifically amended hereby, the
provisions of the Agreement, as amended, shall remain unmodified, and the
Agreement as amended hereby is confirmed as being in full force and effect.
This Amendment may be executed in any number of counterparts which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment 2 as of
the day and year first written above.
AMERICAN MEDICAL RESPONSE, INC.
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxx X. XxXxxxxxx
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Xxxx X. Xxxxxxx, President Xxxxxxx X. XxXxxxxxx
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