EXHIBIT 10.30
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of this 10th day of October,
1994, by and between American Medical International, Inc., a Delaware
corporation ("AMI"), and Thomas J. Sabatino, Jr., Esq. ("Sabatino") and amends
that certain Employment Agreement made and entered into as of November 1, 1992
by and between Sabatino and AMI (the "Employment Agreement").
W I T N E S S E T H:
WHEREAS, AMI and Sabatino desire to amend the Employment Agreement as
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. The Employment Agreement shall remain in full force and effect except
to the extent specifically amended hereby. Terms defined in the Employment
Agreement shall have like meanings when used herein, unless the context
otherwise requires.
2. Paragraph 2(d) of the Employment Agreement is hereby amended in its
entirety as follows:
"(d) OPTIONS. All options granted to Executive by AMI shall vest at
20% per year based on performance requirements and conditions provided by
the Option Plan. Notwithstanding anything to the contrary set forth in the
foregoing Executive's option agreements or the Option Plan, in the event of
the occurrence of any "Change of Control" (as defined in Paragraph 3
hereof), Executive shall vest in and be entitled to acquire 100% of the
shares of Common Stock subject to any options theretofore granted to him
but which have not been
fully exercised, and all such options shall become fully exercisable prior
to (but conditional upon the occurrence of) any Change of Control.
Furthermore, upon the occurrence of a Change of Control, Executive shall be
entitled to receive as full consideration for, and in cancellation of, any
such options, an amount not less than the excess, if any, of (i) the per
share consideration payable pursuant to the terms of such Change of Control
in respect of the Common Stock over (ii) the exercise price per share for
all shares of Common Stock subject to such option, times the number of
shares of Common Stock then remaining, subject to such option."
3. A new Paragraph 3 is hereby added to the Employment Agreement as
follows:
"3. CHANGE OF CONTROL. Immediately upon the occurrence of any
"Change of Control" (as defined below), Executive shall be entitled to and
shall fully vest in 100% of any and all amounts payable to him pursuant to
AMI's Executive Incentive Compensation Plan (formerly known as the Short-
Term Cash Incentive Plan) for services rendered by Executive through the
date and for the fiscal year in which such Change of Control occurs, which
amounts shall be calculated (with interest) as if any and all individual
and AMI performance goals applicable to any such payments (whether to be
made currently or on a deferred basis) had been achieved immediately prior
to such "Change of Control." AMI shall be obligated to pay and hereby
agrees to pay Executive any and all amounts due him pursuant hereto within
7 calendar days after the occurrence of any Change of Control. For
purposes of this Employment Agreement, a "Change of Control" shall be
deemed to have occurred if GKH Investments, L. P. shall sell, transfer,
assign or otherwise dispose of its direct ownership in all or a substantial
percentage of the equity securities of American Medical Holdings, Inc. held
thereby as of August 22, 1991 or shall fail to either designate a majority
of nominees or maintain a majority of directors to serve on American
Medical Holdings, Inc.'s Board of Directors."
4. RENUMBERING. Paragraphs 3 through 10 of the Employment Agreement are
hereby renumbered as Paragraphs 4 through 11 of the Employment Agreement.
5. Paragraph 9 of the Employment Agreement is hereby amended in its
entirety as follows:
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"9. SEVERANCE.
(a) In the event of the involuntary termination of Executive's
employment as General Counsel of AMI without "cause" (as defined in
subparagraph (c) below), Executive shall be entitled to receive a payment
in an amount equal to 12 months base compensation (excluding bonuses,
incentive compensation, employment benefits, stock options or any other
benefits except those required to be made available by applicable state or
federal law, notwithstanding this Agreement) determined on the basis of his
annual salary for AMI's fiscal year then most recently commenced (the
"Severance Payment"). The Severance Payment shall be made in biweekly
installments, and shall cease upon Executive's obtaining substantially
equivalent employment, but in no event later than one (1) year after the
date of termination of employment. No Severance Payment is due under this
subparagraph 9(a) in the event of a voluntary termination of employment by
Executive. Executive acknowledges that this Agreement by AMI to pay
certain severance hereunder ,except in the case of a voluntary quit or
involuntary termination for cause, alone constitutes a sufficient agreement
and consideration for his post-termination obligations, and that in the
event those obligations are not honored by Executive or enforced by a court
or arbitration, no severance payments will be made and any such payment
already made may be recovered. The obligations of AMI under this
subparagraph 9(a) shall be the only obligations of AMI and its subsidiaries
for the payment of compensation (except as otherwise provided under
applicable law) to Executive in the event of the termination of his
employment as described in this subparagraph 9(a).
(b) In the event Executive voluntarily terminates his employment with
AMI within 120 days after the occurrence of a Change of Control or in the
event of his "Involuntary Termination" (as defined in subparagraph 9(d)
hereof) within 12 months after the occurrence of a Change of Control,
Executive shall be entitled to receive and AMI shall be obligated to pay to
Executive, his estate or personal representative, the Severance Payment (in
addition to any and all amounts due him pursuant to paragraphs 2 and 3
hereof and any and all amounts due him under applicable law). Any and all
payments to be made to Executive pursuant to this subparagraph 9(b) shall
be made in a lump sum within 14 calendar days after the effective date of
Executive's voluntary termination or his Involuntary Termination. The
obligations of AMI referenced in this subparagraph 9(b) shall be the only
obligations of AMI and its subsidiaries for the payment of compensation to
Executive in the event of the termination of his employment as described in
this subparagraph 9(b).
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(c) For purposes of this Employment Agreement, Executive shall be
deemed to be terminated for cause if his employment is terminated due to
(i) the commission by Executive of an act of fraud or embezzlement
(including the unauthorized disclosure of confidential or proprietary
information of AMI or its subsidiaries), (ii) a conviction of Executive
(including a nolo contendere plea) involving in the good faith judgment of
the Board of Directors of AMI, fraud, dishonesty or moral turpitude, (iii)
willful misconduct of an employee of AMI or a subsidiary or (iv) the
willful failure of Executive to render services to AMI or a subsidiary in
accordance with his employment.
(d) For purposes of this Employment Agreement, an "Involuntary
Termination" of Executive's employment with AMI shall be deemed to have
occurred if: (i) Executive's employment with AMI or its successor is
terminated for any reason other than "cause"; (ii) Executive's total
compensation, including benefits, is substantially reduced other than in
connection with an across-the-board reduction similarly affecting all
executives of AMI; (iii) the title, functions, duties, authority or
responsibilities of Executive's present position are materially reduced or
diminished; (iv) Executive is reassigned to another geographic location
more than 50 miles from his current place of employment; or (v) AMI is
liquidated, dissolved, consolidated or merged, or all or substantially all
of its assets are transferred, assigned or sold, unless a successor assumes
all of AMI's obligations under this Employment Agreement."
(e) Following termination of employment, either voluntarily or
involuntarily, Executive will cooperate fully with AMI, upon request, in
relation to AMI's defense, prosecution or other involvement in any
continuing or future claims, lawsuits, charges, and internal or external
investigations which arise out of events or business matters which occurred
during Executive's prior employment by AMI. Such continuing duty of
cooperation shall include making himself available to AMI, upon reasonable
notice, for depositions, interviews, and appearances as a witness, and
furnishing information to AMI and its legal counsel upon request. AMI will
reimburse actual documented reasonable out-of-pocket expenses necessarily
incurred such as travel, lodging and meals. Severance payments, if
otherwise payable to Executive, shall terminate in the event of a failure
of cooperation."
6. REFERENCES. For purposes of the Employment Agreement, all references
to AMI shall be deemed to include American Medical Holdings, Inc. and its
subsidiaries.
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7. INTEGRATION. The Employment Agreement constitutes the entire
agreement of the parties hereto with respect to Executive's employment, and no
modification, amendment or waiver of any of the provisions of the Employment
Agreement shall be effective unless in writing and signed by both parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
AMERICAN MEDICAL INTERNATIONAL, INC.
By: /s/ Alan J. Chamison
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Its: EVP & CFO
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Accepted and Agreed this 10th
day of October, 1994.
By: /s/ Thomas J. Sabatino, Jr.
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Thomas J. Sabatino, Jr.
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