Exhibit 10.87b
AMENDMENT NO. 2 TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Amendment No. 2 to the Supplemental Executive
Retirement Plan (the "Plan") of Maxicare Health Plans, Inc., a
Delaware corporation (the "Company") is hereby adopted effective
as of May 8, 1998.
R E C I T A L S
WHEREAS, the Company has entered into an Agreement
of even date herewith (the "▇▇▇▇▇ Settlement") with ▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇. ("▇▇▇▇▇") and certain of the Company's shareholders
who joined with ▇▇▇▇▇ (collectively the "▇▇▇▇▇ Group") in a
Written Consent Action with respect to the Company dated March
19, 1998 (the "Consent Solicitation");
WHEREAS, certain other shareholders, who combined
with the ▇▇▇▇▇ Group control in excess of 50% of the outstanding
shares of the Company, have agreed to support certain terms of
the ▇▇▇▇▇ Settlement which provides for the election of three new
members of the Company's Board of Directors who have been
suggested by ▇▇▇▇▇ or such shareholders (the "New Directors"),
the dismissal of certain pending litigation between the Company
and ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇'▇ termination of his Consent
Solicitation;
WHEREAS, the Company wishes to clarify any
ambiguities with respect to the "Change of Control" or other
provisions of the Plan raised by the election of the New
Directors to the Company's Board pursuant to the terms of the
▇▇▇▇▇ Settlement; and
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, the Company agrees as follows:
1. Section 1.05 Definitions - The last paragraph
setting forth the definition of a "Continuing Director" shall be
changed to add at the end of thereof the following:
"Notwithstanding anything to the contrary
contained elsewhere herein or in the
definition of a "Continuing Director"
above, neither ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, nor any other
person initially elected to the Board of
Directors at or before the Company's 1998
Annual Meeting of Shareholders, pursuant
to the terms of that certain Agreement
dated as of May 8, 1998 between the
Company and ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and
certain other parties shall be considered
a "Continuing Director" as such term is
defined in the Plan."
2. Expect as expressly set forth herein, all of
the terms and conditions contained in the Plan shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company has executed this
Amendment No. 2 to the Supplemental Executive Retirement Plan as
of the 8th day of May, 1998.
MAXICARE HEALTH PLANS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: President
