Exhibit 10.15a
AMENDMENT NO. 1 TO 1989 STOCK OPTION AGREEMENT
This Amendment No. 1 to the Stock Option Agreement dated as of
the Confirmation Date, which for the purposes of the Agreement is
defined as August 31, 1989 (the "Agreement"), is made by and
between Eugene L. Froelich (the "Executive") and Maxicare Health
Plans, Inc., a Delaware corporation (the "Company") and dated as of
April 1, 1996 (the "Amendment No. 1").
WHEREAS, Executive has served as Executive Vice President-
Finance and Administration and Chief Financial Officer of the
Company since April, 1989;
WHEREAS, the Company and the Executive have entered into an
Amended and Restated Employment Agreement dated as of the date
hereof which provides for certain terms and conditions regarding
the employment of Executive by the Company; and
WHEREAS, the Company and the Executive desire to make certain
changes to the Agreement as set forth herein;
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, Executive and the
Company hereby agree as follows:
1. Section 3 of the Agreement is amended as follows:
(a) To add after "of" on the second line thereof
the following:
"Section 9 of"
(b) To add a period after (the "Expiration Date")
on the eighth line of the Section and to delete the remainder of
the Section.
2. Section 5 of the Agreement is hereby amended as follows:
(a) To add in the third line of Subsection (a)
thereof after the word "merger" the following:
"stock split, reverse stock split,"
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(a) To add in the fourth line of Subsection (b)(ii)
thereof after the word "transaction" the following:
". For the purposes hereof, the
aforementioned economic benefit to the
Executive shall be calculated (without regard
to the illiquidity of the Option Shares)
based upon the actual difference between the
Option Price and the closing price of the
Common Stock on the last trading day prior to
the consummation of such event or
transaction."
3. Section 6 of the Agreement is hereby amended to add in
the sixth line of Subsection (c) thereof after "substance" the
following:
"reasonably"
4. Section 9 of the Agreement is hereby amended to
delete subsection (b) thereof in its entirety and to replace it
with the following:
"(b) If Executive ceases to be employed by
the Company for any other reason, the Option
may thereafter be exercised as set forth
below and in no event later than the
Expiration Date, and then only to the extent
of the number of Option Shares with respect
to which the Executive could have exercised
pursuant to the terms hereof on the date of
termination of his employment:
(i) In the event the Executive is
terminated for "Cause," as defined in the
Amended and Restated Employment Agreement,
dated as of April 1, 1996 (the "Restated
Employment Agreement"), the Executive shall
have thirty (30) days to exercise any
previously unexercised Option;
(ii) If the Executive leaves voluntarily or
without "Good Reason," as such term is
defined in the Restated Employment
Agreement, the Executive must exercise any
portion of the Option not yet exercised
prior to such termination;
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(iii) If the Executive's employment with
the Company terminates for any reason other
than as set forth in Sections 9(a), 9(b)(i)
and 9(b)(ii) above, the Executive may
exercise the unexercised portion of the
Option until the Expiration Date.
5. Section 11 of the Agreement is hereby amended to add
after "by" on the second line thereof:
"virtue of the grant of"
6. Section 13 of the Agreement is hereby amended as
follows:
(a) Subsection 13.4 is hereby amended to delete
"specified" from the ninth line and add the following in lieu
hereof:
"specific"
(b) A new Subsection 13.10 shall be added to
Section 13 as follows:
"13.10 The Jurisdiction, Attorneys' Fees.
The parties hereto agree that any and all
disputes hereunder shall be submitted to a
court located in Los Angeles, California and
in this regard, the parties agree that they
shall consent to personal jurisdiction to any
state and/or the United States District Court
for the Central District of California
sitting in Los Angeles, California and agree
to venue in the State of California. All
costs and expenses (including attorneys'
fees) incurred by the parties in connection
with any dispute arising under this
Agreement, shall be apportioned between the
parties by a court based upon such court's
determination of the merits of their
respective positions."
7. Except as expressly set forth herein, all of the terms
and conditions contained in the Agreement shall remain in full
force and effect.
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IN WITNESS WHEREOF, this Amendment No. 1 to the Agreement
has been executed as of the date first above-written.
MAXICARE HEALTH PLANS, INC.
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By:
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Title:
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EXECUTIVE
/s/ Eugene L. Froelich
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Eugene L. Froelich
Title: Executive Vice President -
Finance and Administration
and Chief Financial Officer
Maxicare Health Plans, Inc.
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