EXHIBIT 10.15(c)
AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
AMERICAN MEDICAL SECURITY GROUP, INC.
AND
SAMUEL V. MILLER
This Amendment to the Employment Agreement ("Amendment") is made to be
effective the 1st day of January, 2004, by and between AMERICAN MEDICAL SECURITY
GROUP, INC. (the "Company") and SAMUEL V. MILLER ("Employee").
WITNESSETH:
WHEREAS, on September 28, 2000, Company and Employee entered into an
Employment Agreement ("Agreement"); and
WHEREAS, Company and Employee mutually agree to amend the Agreement to
adjust the interest rate applicable to deferred performance bonus and
transaction bonus amounts held in the rabbi trust; and
WHEREAS, the parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree to amend the Agreement as follows:
1. Amendment of Paragraph 2.2(a). Paragraph 2.2(a) shall be deleted in
its entirety and shall be replaced with the following:
(a) Performance Bonus Effective January 1, 2001. Effective
January 1, 2001, the Company shall pay to Employee an annual performance bonus
("Performance Bonus") ranging from zero (0) to a target bonus equal to sixty
percent (60%) of Employee's Base Salary to a maximum of one hundred thirty-two
percent (132%) of his Base Salary. Employee's receipt of a Performance Bonus
shall be dependent upon the degree of achievement of target performance goals
and his remaining employed by the Company through the last day of the applicable
fiscal year. Target performance goals shall be determined by the Board of
Directors of the Company or a designated committee thereof and the amount of any
Performance Bonus shall be based sixty percent (60%) on the Company's
performance criteria and forty percent (40%) on Employee's individual
performance criteria. If Employee achieves both his target Company and
individual performance goals as determined by the Board of Directors of the
Company or a designated committee thereof on an annual basis, his Performance
Bonus shall be sixty percent (60%) of his Base Salary. Minimum, target and
maximum performance goals shall be determined and set by the Board of Directors
of the Company or a designated committee thereof no later than ninety (90)
calendar days after the first day of the applicable performance year on which
the Company budget for such fiscal year has been delivered to and approved by
the Board of Directors of the Company or a designated committee thereof. Payment
of the Performance Bonus shall be at a time and in a manner in accordance with
the Company's policies then in effect. Notwithstanding any provision in this
Section 2.2(a), if any portion of the
Performance Bonus paid in the ordinary course would not be deductible as a
result of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), then such non-deductible portion shall be deferred. Any Performance
Bonus deferred shall be deferred until Employee ceases to be a covered employee
under Section 162(m) of the Code. Any amount deferred shall be held in a rabbi
trust and shall be credited with interest. From January 1, 2001 through December
31, 2003 any amounts deferred and held in a rabbi trust shall be credited with
interest at a rate equal to the Marshall Money Market Fund of M&I Trust &
Investment Management. Effective January 1, 2004 any amount deferred and held in
a rabbi trust shall be credited with an interest rate equal to the five-year
certificate of deposit annualized yield as reported in The Wall Street Journal
on the first business day of each year (the "Interest Rate").
2. Amendment of Paragraph 2.3. Paragraph 2.3 shall be deleted in its
entirety and shall be replaced with the following:
2.3 Continued Deferral of Transaction Bonus. In connection
with the AMSG Merger Employee earned a bonus of $1.0 million (the "Transaction
Bonus") which has been deferred and credited with interest. The Transaction
Bonus shall continue to be deferred and shall continue to be held in a rabbi
trust. From the Effective Date through December 31, 2000, the Transaction Bonus
held in the rabbi trust shall continue to be credited with interest at the rate
of sixty percent (60%) of the prime rate as reported in The Wall Street Journal.
From January 1, 2001 through December 31, 2003, the Transaction Bonus which
continues to be held in the rabbi trust shall be credited with interest at the
Marshall Money Market Fund of M&I Trust & Investment Management. Effective
January 1, 2004, the Transaction Bonus which continues to be held in the rabbi
trust shall be credited with interest at the Interest Rate.
3. Other Terms and Conditions. Except as set forth in this Amendment,
all other terms and conditions of the Agreement shall remain in full force and
effect.
WITNESS WHEREOF, the parties have caused this Amendment to be effective
on the date first set forth above.
COMPANY: EMPLOYEE:
AMERICAN MEDICAL SECURITY SAMUEL V. MILLER
GROUP, INC.
By: /s/ John R. Wirch By: /s/ Samuel V. Miller
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John R. Wirch Samuel V. Miller, Chairman President
Vice President, Human Resources and Chief Executive Officer
Date: February 25, 2004 Date: February 26, 2004
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