W I T N E S S E T H
WHEREAS, Company and Executive entered into a Senior Management Agreement (the Agreement)
effective June 17, 2002; and
WHEREAS, pursuant to paragraph 7(g) of the Agreement, the Agreement may be amended by a
written instrument executed by the undersigned parties.
WHEREAS, the parties desire to amend the Agreement to reflect certain changes to the
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company
and Executive agree as follows:
||Section 2(e) of the Agreement is hereby amended to read in its entirety as
(e) Separation. Executives employment by the Company during the
Employment Period will continue until: (i) Executives resignation at any time
which includes resignation with Good Reason as hereinafter defined and resignation
without Good Reason, (ii) until Executives disability or death, or (iii) until the
Board terminates Executives Employment at any time during the Employment Period.
If the Employment Period is terminated by Executive or by the Board without Cause,
then the termination will be effective thirty (30) days after the date of delivery
of written notice of termination. If the Employment Period is terminated by the
Board with Cause, termination will be effective as of the date of notice of
termination. If the Employment Period is terminated by the Board with Cause, then
the Executive shall be entitled to receive his Annual Base Salary, bonuses and his
fringe benefits only through the effective date of termination. If the Employment
Period is terminated by the Board for any other reason or if Executive resigns with
Good Reason, then the Executive shall be entitled (i) to receive his Annual Base
Salary for twelve (12) months from the effective date of termination (such
payments, the Severance Payment) which shall be payable over time in accordance
with normal payroll practices, and (ii) medical insurance, if any, for eighteen
(18) months from the effective date of termination, and (iii) disability insurance
premiums until the earlier of the effective date of termination or until such time
as Executive has qualified for disability insurance benefits at which time Company
may cease to pay insurance premiums for disability insurance for Executive.
2. The Agreement, as amended hereby, is in all respects ratified, approved and confirmed.
3. This Amendment may be executed in any number of counterparts, all of which together make
and shall constitute one and the same instrument. Neither party may execute this Amendment by
signing any such counterpart.
4. This Amendment shall in all respects be governed by, and construed in accordance with the
laws of the state of Tennessee
, including all matters of construction, validity and performance.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this
Amendment as of the date set forth above.