Exhibit 10.43
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND ▇▇▇▇▇ ▇▇▇▇
This Third Amendment dated October 14, 2002 ("Effective Date") is by and
among National Medical Health Card Systems, Inc., (the "Company") and ▇▇▇▇▇ ▇▇▇▇
("Employee"). All defined terms used, but not otherwise defined herein, shall
have their meanings set forth in the Employment Agreement, as amended, between
Company and Employee dated May 3, 2000 and amended July 18, 2001 and as further
amended on April 15, 2002 (the "Amended Employment Agreement").
WITNESSETH:
WHEREAS, the Company and Employee have entered into the Amended Employment
Agreement; and
WHEREAS, both the Company and the Employee are desirous to amend certain
provisions of the Amended Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
1. Paragraph 4 shall be amended to add as a second paragraph the following:
"The Company shall hold Employee harmless from any golden
parachute tax imposed by any federal, state or local taxing authority
as a result of any of the payments made pursuant to this Agreement,
including any Stock Options granted to Employee by the Company.
Payment of such golden parachute tax plus any additional taxes imposed
as a result of the payment by the Company of such golden parachute
tax, shall be made at the time Employee is required to pay such golden
parachute tax. Employee agrees to cooperate fully with the Company in
any protest or appeal by the Company in the event of the imposition of
such golden parachute tax."
2. Except as expressly provided herein, all terms and conditions of the
Amended Agreement shall be unmodified and in full force and effect.
3. From and after the execution and delivery of this Amendment, all
references to the Amended Agreement contained in other agreements and
instruments executed and delivered pursuant to or in connection with the
Agreement shall hereinafter mean and refer to the Ameded Agreement as amended
hereby.
4. This Amendment may be executed in counterparts by the parties hereto,
all of which shall constitute one and the same instrument. A facsimile
transmission of this signed amendment bearing a signature on behalf of a party
hereto shall be binding on such party.
IN WITNESS WHEREOF, the Company and Employee have executed this Second
Amendment the day and year first above written.
NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.
By:
___________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman of the Board
___________________________________
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