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EXHIBIT 10.08
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment, dated as of July 1, 1999 (the "Amendment"), to the
Executive Employment Agreement, dated as of June 26, 1998 (the "Agreement"),
between PacifiCare Health Systems, Inc., a Delaware corporation, and Xxxxxxx X.
Xxxxxx, an individual ("Executive"), hereby amends the Agreement as follows:
1. AMENDMENT TO SECTIONS 3.2(d)(1) AND 4.1(a). Sections 3.2(d)(1) and
4.1(a) are hereby amended such that the period for which Executive is to receive
his annual base salary under such sections is hereby changed from 12 to 24
months.
2. AMENDMENT TO SECTIONS 3.2(b)(4), 3.2(d)(4), 4.1(c) AND 4.1(e).
Sections 3.2(b)(4), 3.2(d)(4), 4.1(c) and 4.1(e) are hereby amended such that
the period for which Executive is to receive the benefit specified in such
sections is hereby changed from 12 to 24 months.
3. LIMITATION OF AMENDMENTS. Except as expressly provided herein, no
terms or provision of any agreement or instrument are modified or changed by
this Amendment and the terms and provisions of the Agreement, as amended by this
Amendment, shall continue in full force and effect.
4. GOVERNING LAW. This Amendment shall be construed, interpreted and
enforced in accordance with, and governed by California law.
5. CAPITALIZED TERMS. Capitalized terms not defined herein shall have
the meanings ascribed to them in the Agreement.
6. DUPLICATE ORIGINALS; EXECUTION IN COUNTERPART. Two or more duplicate
originals of this Amendment may be signed by the parties, each of which shall be
an original but all of which together shall constitute one and the same
instrument.
7. WAIVERS AND AMENDMENTS. Neither this Amendment nor any term hereof
may be changed, waived, discharged or terminated orally, or by any action or
inaction, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
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8. SECTION HEADINGS. The titles of the sections hereof appear as a
matter of convenience only, do not constitute a part of this Amendment and shall
not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
PACIFICARE HEALTH SYSTEMS, INC.,
a Delaware corporation
/s/ Xxxx X. Xxxxx
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By: Xxxx X. Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
