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AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (the "Amendment") is entered into as of
April 30, 1997, by and between PHP Healthcare Corporation, a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxx, an
individual residing at 0000 Xxxxxxx Xxxxx, XxXxxx, Xxxxxxxx (the
"Employee").
WHEREAS, the Company and the Employee are parties to an
Employment Agreement dated as of February 24, 1997 (the
"Employment Agreement");
WHEREAS, the Company and the Employee desire to amend the
terms and conditions of the Employment Agreement to permit
Employee to sell 300,000 shares of Employee's Common Stock to a
trust (the "Trust") under which Xxxx X. Xxxxx is the grantor,
pursuant to the Stock Purchase Agreement between Employee and the
Trust, dated as April 30, 1997, substantially in the form
attached hereto as Exhibit A (the "Xxxxx Sale"), in lieu of
Employee's exercise of the Put Right (unless otherwise defined
herein, all capitalized terms shall have the meaning set forth in
the Employment Agreement).
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual promises, agreements and covenants contained
herein, the parties hereto agree as follows:
1. The Employment Agreement is hereby amended as follows:
1.1 Section 2 of the Employment Agreement is amended
by deleting Section 2.02 in its entirety and reserving such
section in blank.
1.2 Section 2.06(a) is amended by (i) replacing the
phrase "any exercise of the Put Right pursuant to Section 2.02"
with the phrase "the Xxxxx Sale," (ii) replacing the phrase "such
amounts are paid in full" with the phrase "April 30, 1997" and
(iii) deleting the last sentence in full (which sentence begins
"Any proceeds for the Put Right. . .").
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1.3 Section 2.06(b) is amended by replacing the clause
"In the event that Employee does not exercise the Put Right
pursuant to Section 2.02" with the clause "Irrespective of the
proceeds, if any, from the Xxxxx Sale".
1.4 Section 3.03 of the Employment Agreement is hereby
restated in its entirety as follows:
3.03 Restrictions on Transfer. Prior to November
1, 1997, the Restricted Persons shall not, directly or
indirectly, sell, lend, transfer or otherwise dispose of, offer
to sell, lend, transfer or otherwise dispose of or agree to sell,
lend, transfer or otherwise dispose of more than 400,000 shares
of Common Stock they own, provided, however, that up to 300,000
of such shares may be sold in the Xxxxx Sale; and provided,
further, that the Restricted Persons may sell, lend, transfer or
otherwise dispose of such Common Stock of the Company in the
event of (i) a Change in Control (as defined above), (ii) an
underwriting of at least one million five hundred thousand
(1,500,000) shares of the Common Stock in which Restricted
Persons are permitted to participate pursuant to the terms of the
Registration Rights Agreement between Restricted Persons and the
Company dated as of February 24, 1997 or (iii) pursuant to a bona
fide pledge of or the granting of a security interest or any
other lien or encumbrance in such shares of Common Stock to a
recognized institutional lender to secure a bona fide loan.
Until the Standstill Termination Date, the Restricted Persons
shall not, directly or indirectly, sell, lend, transfer or
otherwise dispose of any of their shares of Common Stock of the
Company (or agree to do so) to any person which, to their
knowledge and after taking into account such sale, would
Beneficially Own more than one percent (1%) of the Company's
Common Stock (other than pursuant to the Xxxxx Sale). The
parties agree that the three children of Xxxxxxx and Xxxxx
Xxxxxxx (and any trust created on their behalf prior to January
31, 1997) are excluded from the restrictions in this Section
3.03.
2. In connection with this Amendment and the closing of
the Xxxxx Sale, the Company agrees to reimburse the Employee for
his legal fees and costs in an amount not to exceed $10,000.
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3. Except as specifically amended herein, the provisions
of the Employment Agreement shall continue in full force and
effect as set forth therein.
4. This Amendment shall be effective simultaneously with
the closing of the Xxxxx Sale, at which time the Put Right shall
terminate and be of no further force and effect. If the Xxxxx
Sale is not consummated by May 7, 1997, this Amendment shall be
null and void and be of no further force and effect.
5. This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to
be an original and all of which shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed as of the day and year first above written.
PHP HEALTHCARE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive V.P. & C.F.O.
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX
/s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX
(as to the amendment to Section
3.03)
105901.06