Exhibit 10.14b
AMENDMENT NO. 2 TO
THE STOCK OPTION AGREEMENT DATED AUGUST 31, 1989
This Amendment No. 2 to the Stock Option Agreement dated
as of August 31, 1989, as amended by Amendment No. 1 (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. 2, the Company and Executive have entered into
Related Agreements as defined in the Settlement Agreement
WHEREAS, in connection with the Settlement Agreement and
the Consulting Agreement, Xxxxxxx and the Company agreed to adjust the
expiration date 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. 2 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. 2 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. Paragraph 3 is hereby amended and restated in its
entirety to read as follows:
"The Option 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 December 5, 2000 (the
"Expiration Date")."
3. The following shall be added to the end of the last
sentence of the first paragraph of Section 4(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")."
4. Paragraph 9(b) of is hereby deleted in its entirety.
5. 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.
6. If this Amendment No. 2 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. 2 to the Stock Option Agreement as of the 16 day of
April, 1999.
MAXICARE HEALTH PLANS, INC.
By: /s/ Xxxx Xxxxx
Its: Secretary
"EXECUTIVE"
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
