Exhibit 10.43a
AMENDMENT NO. 1 TO 1992 STOCK OPTION AGREEMENT
This Amendment No. 1 to the Stock Option Agreement dated as of
February 25, 1992 (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 5 of the Agreement is hereby amended as follows:
(a) to add in the fifth line of Subsection (a) thereof
after the word "merger" the following:
"stock split, reverse stock split,"
(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 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."
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2. Section 6 of the Agreement is hereby amended to add in
the sixth line of Subsection (c) thereof after "substance" the
following:
"reasonably"
3. Section 9 of the Agreement is hereby amended to delete in
the fourth line thereof "it".
4. Section 11 of the Agreement is hereby amended to add
after "by" on the second line thereof:
"virtue of the grant of"
5. 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
thereof:
"specific"
(b) A new Subsection 13.9 shall be added to Section 13
as follows:
"13.9 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."
6. 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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