Exhibit 10.19
AMENDMENT ONE TO EMPLOYMENT AGREEMENT
This Amendment One to that certain Employment Agreement dated the 22nd day
of November, 1999, by and between American Prepaid Professional Services, Inc.
("American Prepaid") and Xxxx Xxxxxxx (the "Executive"), is entered into this
7th day of March, 2003.
WHEREAS, American Prepaid and Executive mutually desire to amend certain of
the terms of the above-referenced Employment Agreement, which Amendment is set
forth below:
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
1. The terms and conditions of that certain Employment Agreement dated as
of November 22, 1999, by and among American Prepaid and Executive is hereby
confirmed in its entirety with the exception of the amendments being made to
Paragraph 7, Severance Payments, and Paragraph 8(a), Non-Competition, and to the
extent the terms and conditions of this Amendment One are in conflict with the
terms and conditions of the Employment Agreement, the terms and conditions of
this Amendment One shall govern.
2. Paragraph 7, Severance Payments, is hereby amended in its entirety to
now read as follows:
7. Severance Payments.
In the event of termination of the Executive by American Prepaid
pursuant to Section 6(e), or by Executive pursuant to 6(f), then American
Prepaid shall, in lieu of the payments and arrangements specified above,
pay the Executive severance pay in an amount equal to one (1) times the
Executive's Base Salary on the termination date ("Severance Pay"). Such
Severance Pay shall be payable over twelve (12) months in equal monthly
installments and shall be subject to withholding to the extent required
under applicable law. The Severance Pay contemplated by this Section 7 is
agreed by the parties hereto to be in full satisfaction and compromise of
any claim arising out of any termination of the Executive's employment
pursuant to Section 6(e) or 6(f). Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise.
3. Paragraph 8(a), Non-Competition, is hereby amended in its entirety to
now read as follows:
8. Non-Competition.
(a) During any period in which the Executive serves as an
employee of American Prepaid and for the greater of (i) the period
Executive continues to receive Separation Pay, or (ii) a period of one (1)
year after the date of termination of the Executive's employment at any
time, regardless of the circumstances thereof, the Executive shall not,
without the express written consent of American Prepaid, directly or
indirectly, engage, participate, invest in, be employed by or assist,
whether as owner, part-owner, shareholder, partner, director, officer,
trustee, employee, agent or consultant, or in any other capacity, any
Person other than American Prepaid and its Affiliates whose activities,
products, and/or services are in the Designated Industry. Without limiting
the foregoing, the foregoing covenant shall prohibit the Executive during
the period set forth above from (i) hiring or attempting to hire for or on
behalf of any Person in the Designated Industry any officer, Employee, or
Affiliated Person of American Prepaid or any of its Affiliates, (ii)
encouraging for or on behalf of any such Person in the Designated Industry
any officer, Employee, or Affiliated Person to terminate his or her
relationship or employment with American Prepaid or any of its Affiliates,
(iii) soliciting for or on behalf of any such Person in the Designated
Industry any customer of American Prepaid or any of its Affiliates and (iv)
diverting to any such Person in the Designated Industry any customer of
American Prepaid or any of its Affiliates; provided, however, that nothing
herein shall be construed as preventing the Executive from making passive
investments in a Person in the Designated Industry if the securities of
such Person are publicly traded and such investment constitutes less than
five percent of the outstanding shares of capital stock or comparable
equity interests of such Person. As of the effective date of employment,
the Executive is not performing any other duties for, and is not a party to
any similar agreement with, any Person competing with American Prepaid or
any of its affiliates.
IN WITNESS WHEREOF, the parties have signed this Amendment One as of the
day and year first above written.
AMERICAN PREPAID PROFESSIONAL EXECUTIVE
SERVICES, INC.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxxxx Xxxxx Xxxx Xxxxxxx
Title: President & COO Date: November 22, 1999
Date:
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