Exhibit 10.82c
AMENDMENT NO. 1 TO
THE STOCK OPTION AGREEMENT DATED APRIL 1, 1996
This Amendment No. 1 to the Stock Option Agreement dated
as of April 1, 1996 (the "Agreement") is made by and between Xxxxx X.
Xxxxxxx (the "Executive") and Maxicare Health Plans, Inc., a Delaware
corporation (the "Company") and dated as of April 16, 1999.
R E C I T A L S
WHEREAS, the Company has entered into a Settlement and
Release Agreement of even date herewith (the "Settlement Agreement")
with Xxxxx X. Xxxxxxx ("Xxxxxxx") whereunder the terms of that certain
Amended and Restated Employment and Indemnification Agreement dated as
of April 1, 1996, as amended by Amendment No. 1 thereto, dated
February 11, 1997, Amendment No. 2 thereto, dated March 28, 1998,
Amendment No. 3 thereto, dated May 8, 1998 and Amendment No. 4 thereto
of even date herewith by and between the Company and Xxxxxxx
(collectively, the "Employment Agreement") will terminate on June 30,
1999 (the "Termination Date");
WHEREAS, in connection with the Settlement Agreement and
this Amendment No. 1, the Company and Executive have entered into
Related Agreements as defined in the Settlement Agreement;
WHEREAS, in connection with the Settlement Agreement and
Related Agreements, Xxxxxxx and the Company agreed to extend the
expiration date and adjust the exercise price of the stock options
provided under the Agreement; and
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, the Company and the Executive agree
as follows:
1. The effectiveness of this Amendment No. 1 shall be
conditioned upon (i) the occurrence of the "Effective Date" as such
term is defined in the Settlement Agreement; (ii) delivery of the
fully executed Settlement Agreement and Related Agreements; (iii) the
Effective Date of the Consulting Agreement between the Company and
Xxxxxx X. Xxxxxxx, Xx. ("Xxxxxxx") pursuant to which Xxxxxxx agrees to
function as the Company's Chief Operating Officer ("COO"); and (iv)
unanimous approval of this Amendment No. 1 by the Board provided,
however, that if such approval is not unanimous, Executive may elect
to declare the Settlement Agreement and the Related Agreements null
and void.
2. The last sentence of Section 1 shall be restated as
follows:
"Subject to the preceding sentence, the Options
shall be granted on the following dates:
(a) an Option to purchase 70,000 Option Shares on
the date on which resolutions are adopted by the Shareholders app
roving this Agreement;
(b) an Option to purchase 70,000 Option Shares on
January 1, 1997;
(c) an Option to purchase 70,000 Option Shares on
January 1, 1998;
(d) an Option to purchase 70,000 Option Shares on
January 1, 1999;
(e) [deleted]."
3. All references to Section 1(e) and any provisions
relating only to Section 1(e) are hereby deleted.
4. Section 2(a) shall be deleted in its entirety and
restated as follows:
"(a) The Option Price with respect to the Option
Shares for each of the Options set forth in 1(a) through
1(c) above shall be $1.875 over the average closing pric
e for the last five trading days immediately preceding
the Effective Date. For purposes hereof, "Effective
Date" shall be defined as set forth in the Settlement
and Release Agreement between Executive and the
Company."
5. Section 2(b) shall be renumbered Section 2(c).
6. A new Section 2(b) shall be added to read as
follows:
"(b) The Option Price with respect to the Option
Shares for the options set forth in 1(d) above shall be
the closing price of the Common Stock on the last
trading date immediately preceding the grant date of the
Option set forth in Section 1(d) above."
7. Section 4 shall be amended and restated in its
entirety as follows:
"Each Option granted pursuant to Sections 1(a)
through 1(d) above, may be exercised in whole or in part
at any time or from time to time by Executive on or
before 12:00 midnight, California time on January 1,
2005 (the "Expiration Date")."
8. The following shall be added to the end of the last
sentence of the first paragraph of Section 5(a):
"Instead of a payment by cashier's or certified
check, Executive may pay the Option Price by providing a
copy of instructions, in a format and upon such terms as
the Company shall approve, to a broker directing such
broker to sell the Common Stock for which such Option is
exercised, and to remit to the Company the aggregate
Option Price of such Options (a "cashless exercise")."
9. Except as expressly set forth herein, all of the
terms and conditions contained in the Agreement shall remain in full
force and effect and shall not be modified by the terms hereof.
10. If this Amendment No. 1 does not become effective,
the provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has executed this
Amendment No. 1 as of the 16th day of April, 1999.
MAXICARE HEALTH PLANS, INC.
By: /s/ Xxxx Xxxxx
Its: Secretary
"EXECUTIVE"
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
