Exhibit 10.3i
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
EMPLOYMENT AND INDEMNIFICATION AGREEMENT
This Amendment No. 2 to the Amended and Restated
Employment and Indemnification Agreement as amended by Amendment
No. 1 thereto dated as of February 11, 1997 (collectively the
"Agreement"), dated as of April 1, 1996, is made by and between
MAXICARE HEALTH PLANS, INC., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxxx, an individual ("Executive") and
is dated as of March 28, 1998.
R E C I T A L S
WHEREAS, Executive presently serves as Chairman of the
Board, Chief Executive Officer and President of the Company
pursuant to the Agreement, exerting particularly diligent efforts
in such capacities on behalf of the Company;
WHEREAS, the Company and the Executive have agreed to
amend the Agreement to modify the terms of: (i) Sections 7(f)
and 8(a) relating to termination of the Agreement upon a "Change
of Control" as such term is defined in Section 1 of the Agreement
and (ii) Section 10 relating to the "Sale Bonus" as such term is
defined in Section 10 of the Agreement; and
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, the Company and Executive agree
as follows:
1. Section 7(f) of the Agreement is amended to add the
following at the end of such Section:
"... or this Agreement is terminated pursuant to
Sections 7(a), 7(b), 7(c) or 7(e) above within one
hundred and twenty (120) days after a Change of
Control."
2. Sections 8(a) (iii) and 8(a) (iv) are amended to
add the following at the beginning of each Section:
"Except in the event Executive's termination
benefits are covered by Section 8(a) (ii) above in
which case the provision of that section shall
govern the payments due to the Executive,..."
3. Section 10 of the Agreement is amended to delete
the last paragraph thereof and to replace it with the following:
"Notwithstanding any other provision of this
Agreement, Executive shall nevertheless be entitled
to his Sale Bonus if Executive's employment
terminates pursuant to: (a) Section 7(b) for Good
Reason or Section 7(e) hereof: (i) prior to a
change of Control and the relevant sale agreement
is executed by all the parties thereto within
ninety (90) days after the date of Executive's
termination or (ii) after a Change of Control and
the relevant sale agreement is executed by all the
parties thereto prior to April 1, 2001 or such
other date thereafter as the term of this Agreement
may be extended to; or (b) Section 7(f) and the
relevant sale agreement is executed by all the
parties thereto within one year from the date of
Executive's termination; notwithstanding the
foregoing, Section 10(a) and not Section 10(b) will
apply with respect to any termination as a result
of Section 7(b) for Good Reason or Section 7(e)."
4. Except as expressly set forth herein, all of the
terms and conditions contained in the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, this Amendment No. 2 to the
Agreement has been executed as of the date first above written.
EXECUTIVE MAXICARE HEALTH PLANS, INC.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxx Xxxxx
Xxxxx X. Xxxxxxx
By: /s/ Xxxx Xxxxx
Its: Secretary
