Exhibit 10.87c
AMENDMENT NO. 3 TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Amendment No. 3 to the Supplemental Executive
Retirement Plan, as amended by Amendments No. 1 and No. 2 (the "Plan")
of Maxicare Health Plans, Inc., a Delaware corporation (the "Company")
is hereby adopted effective as of April 16, 1999.
R E C I T A L S
WHEREAS, the Company has entered into a Settlement and
Release Agreement of even date herewith (the "Settlement Agreement")
with Xxxxx X. Xxxxxxx ("Xxxxxxx") whereunder the terms of that certain
Amended and Restated Employment and Indemnification Agreement dated as
of April 1, 1996, as amended by Amendment No. 1 thereto, dated
February 11, 1997, Amendment No. 2 thereto, dated March 28, 1998,
Amendment No. 3 thereto, dated May 8, 1998 and Amendment No. 4 thereto
of even date herewith by and between the Company and Xxxxxxx
(collectively, the "Employment Agreement") will terminate on June 30,
1999 (the "Termination Date");
WHEREAS, in connection with the Settlement Agreement and
this Amendment No. 3, the Company and Xxxxxxx have entered into
Related Agreements as defined in the Settlement Agreement;
WHEREAS, the Company wishes to amend the Plan to allow
Xxxxxxx to continue to accrue rights and benefits under the Plan
during the term of the Consulting Agreement; and
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, the Company agrees as follows:
1. The effectiveness of this Amendment No. 3 shall be
conditioned upon (i) the occurrence of the "Effective Date" as such
term is defined in the Settlement Agreement; (ii) delivery of the
fully executed Settlement Agreement and Related Agreements; (iii) the
Effective Date of the Consulting Agreement between the Company and
Xxxxxx X. Xxxxxxx, Xx. ("Xxxxxxx") pursuant to which Xxxxxxx agrees to
function as the Company's Chief Operating Officer ("COO"); and (iv)
unanimous approval of this Amendment No. 3 by the Board provided,
however, that if such approval is not unanimous, Xxxxxxx may elect to
declare the Settlement Agreement and the Related Agreements null and
void.
2. A new Section 9.09 shall be added to the Plan as
follows:
"9.09. Xxxxx X. Xxxxxxx Plan Benefits.
(a) Notwithstanding any Plan provisions to the
contrary, Xxxxxxx will continue to accrue rights and benefits under
the Plan as if he were employed as an Executive during the Term of the
Consulting Agreement entered into between the Company and Xxxxxxx (the
"Consulting Agreement"). If there is a Company Default as such term
is defined in the Consulting Agreement of even date herewith entered
into between the Company and Xxxxxxx, Xxxxxxx will continue to accrue
rights and benefits under the Term of the Consulting Agreement as if
he were employed and paid as an Executive. "Term" shall be defined as
set forth in the Consulting Agreement.
(b) Xxxxxxx'x status as an Executive under Section
1.14 may not be revoked by the Board of Directors or the Committee."
3. Except as expressly set forth herein, all of the
terms and conditions contained in the Plan shall remain in full force
and effect and shall not be modified by the terms hereof.
4. If this Amendment No. 3 does not become effective,
the provisions of the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has executed this
Amendment No. 3 to the Supplemental Executive Retirement Plan as of
the 16 day of April, 1999.
MAXICARE HEALTH PLANS, INC.
By: /s/ Xxxx Xxxxx
Its: Secretary
