EXHIBIT 10.27
AMENDMENT TO GENERAL
UNDERTAKINGS AGREEMENT
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The Amendment to General Undertakings Agreement ("this Agreement"), dated
as of November 11, 1997, is made and entered into by and between Physician
Health Corporation, a Delaware corporation ("PHC"), PHC St. Louis Acquisition
Subsidiary I, Inc., a Georgia corporation ("Subsidiary"), Metropolitan Plastic
and Reconstructive Surgery, Ltd., a Missouri corporation ("MPRS") and J. Xxxxxxx
Xxxxxxx, M.D., ("Xxxxxxx").
WHEREAS, the parties to this Agreement entered into that certain General
Undertakings Agreement in October 1996 (the "General Undertakings Agreement");
and
WHEREAS, the parties to this Agreement desire to amend the General
Undertakings Agreement as reflected in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree to amend the General Undertakings Agreement as set forth below.
1. Reference is made to paragraphs 2, 10 and 11 of the General Undertakings
Agreement and the performance targets therein relating to vesting of certain
options. The parties acknowledge that the period within which the specified
performance targets were to have been met was, by oral agreement prior to June
1, 1997, extended to December 31, 1997. This amendment sets forth a further
revised vesting schedule for certain stock options granted to J. Xxxxxxx
Xxxxxxx, M.D. and Xxxxx Block which is intended not to be a "modification" of
such options as defined in Internal Revenue Code Section 424(h)(3).
2. Reference is made to paragraph 2 of the General Undertakings Agreement.
The parties agree that of the options to purchase 150,000 shares of PHC common
stock granted to Xxxxxxx pursuant to paragraph 2 of the General Undertakings
Agreement, options to purchase 100,000 shares of PHC common stock are fully
vested as of the date of this Agreement, options to purchase 25,000 shares of
PHC common stock will vest on December 31,1998 and options to purchase the
remaining 25,000 shares of PHC common stock will vest on December 31, 1999. The
parties acknowledge that the $600,000 payment referenced in paragraph 2 has been
earned by Xxxxxxx and will be paid by PHC.
3. Reference is made to paragraphs 10 and 11 of the General Undertakings
Agreement. The parties agree that of the options to purchase 100,000 shares of
PHC common stock granted to Xxxxx Block pursuant to paragraphs 10 and 11 of the
General Undertakings Agreement, options to purchase 40,000 shares of PHC common
stock are fully vested as of the date of this Agreement, options to purchase
20,000 shares of PHC common stock will vest on December 31, 1998, options to
purchase 20,000 shares of PHC common stock will vest on December 31, 1999 and
options to purchase the remaining 20,000 shares of PHC common stock will vest on
December 31, 2000.
4. Except as modified hereby the General Undertakings Agreement remains
unchanged.
Executed this 11th day of November, 1997.
PHYSICIAN HEALTH CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chief Executive Officer
PHC ST. LOUIS ACQUISITION
SUBSIDIARY I, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
METROPOLITAN PLASTIC AND
RECONSTRUCTIVE SURGERY, LTD.
By: /s/ J. Xxxxxxx Xxxxxxx
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J. Xxxxxxx Xxxxxxx, M.D., President
/s/ J. Xxxxxxx Xxxxxxx
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J. Xxxxxxx Xxxxxxx, M.D.
Acknowledged and agreed to:
/s/ Xxxxx Block
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Xxxxx Block
