AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
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This Amendment No. 2 to Employment Agreement ("Amendment") is effective as
of April 1, 1998, and is made by and between HEALTHCARE FINANCIAL PARTNERS,
INC., a Delaware corporation (the "Corporation") and XXXXXX X. SILVER
("Employee").
W I T N E S S E T H:
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A. Employee and the Corporation have entered into an Employment Agreement
dated as of October 1, 1996, and amended as of July 1, 1997 (as so amended,
"Agreement").
B. The Corporation desires to further recognize Employee's contribution to
the growth and success of the Corporation by amending certain terms of the
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and of the
mutual covenants and representations contained in this Amendment, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Section 4.2 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"4.2 Termination of Employment.
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(a) Employee may terminate his employment under this Agreement upon
30 days prior written notice to the Corporation. During the 30-day period
following Employee's notice of termination, and if so requested by the
Corporation, Employee will perform his regular duties and, in addition, will
perform those consulting services that may be requested by the Corporation to
assist in the orderly transition of Employee's duties to another person or
persons and/or assist in the training of Employee's replacement.
(b) The Corporation may terminate the employment of the Employee
for Cause (as defined in paragraph 4.4(a)) upon written notice to Employee of
the termination ("Notice of Termination for Cause") and, upon such termination,
the Corporation will have no further obligation to the Employee.
(c) The Corporation shall not be entitled to terminate the
employment of the Employee without Cause. In the event, however that the
Corporation or any successor upon a Sale of the Corporation (as defined in
paragraph 5(e)) terminates Employee's employment without Cause (as defined in
paragraph 5(e)), Employee shall be paid a lump sum payment in cash, immediately
upon the termination without Cause, equal to the aggregate compensation and
benefits as calculated pursuant to paragraph 1.2 at the annual salary rate in
effect at the time of termination, with such lump sum payment to be equal to the
aggregate
compensation that would otherwise be payable to Employee for the remaining
portion of the Employment Period (i.e. two (2) years and four (4) months if
terminated without Cause on June 1, 1998). If the successor upon a Sale of the
Corporation fails to make such lump sump payment upon a termination of Employee
without Cause, the Corporation shall be obligated to immediately make such
payment.
(d) The employment of Employee will be automatically
terminated by his death or Total Disability. If Employee dies or suffers a Total
Disability while this Agreement is in effect, the Corporation will pay to
Employee's spouse (or if he is not married at the time of his death, to his
estate) compensation under paragraph 1.2 as would be accrued through the end of
the month in which his employment terminated."
2. Except as expressly modified by this Amendment, the Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
ATTEST: THE CORPORATION:
HEALTHCARE FINANCIAL
PARTNERS, INC.
a Delaware corporation
By:
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Name:
Its:
WITNESS: EMPLOYEE:
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Xxxxxx X. Silver
