AMENDMENT No. 3 to
EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment No. 3 (the "Third Amendment"), dated and effective as of
October 12, 1998 (the "Commencement Date"), by and among Sheridan Healthcare,
Inc. (formerly SAMA Holdings, Inc.), a Delaware corporation ("Holdings"),
Sheridan Healthcorp, Inc. (formerly Southeastern Anesthesia Management
Associates, Inc.), a Florida corporation (the "Company"), and Jay A. Martus (the
"Executive"), amends the Executive Employment Agreement, dated as of January 1,
1995 and entered into by and among Holdings, the Company and the Executive (the
"Employment Agreement").
PRELIMINARY STATEMENTS
1. The Executive is and has been an employee of the Company and the
parties entered into the Employment Agreement to assure the ongoing services of
the Executive.
2. The parties entered into an amendment to the Agreement, dated as of
August 1, 1995 (the "First Amendment"). The parties also entered into an second
amendment to the Agreement, dated as of August 15, 1998 (the "Second Amendment")
The Agreement, the First Amendment, Second Amendment and this Third Amendment
shall be collectively, the "Agreement". All capitalized terms not defined in
this Second Amendment shall have the meanings given them in the Agreement.
3. The parties desire to assure the ongoing services of the Executive
and to further amend the Employment Agreement as described in this Third
Amendment.
4. The Employment Agreement provides in Section 16 that it may be
amended by an agreement in writing signed by each of the parties.
In consideration of the mutual promises and covenants contained in this
Second Amendment, the parties agree as follows:
AGREEMENT
1. At the end of Section 4 of the Agreement, entitled Duties, add the following
sentence:
The Executive shall administer the Company's risk management program,
including supervision of claims, procurement of insurance, coordination
of outside litigation and arbitration counsel (collectively, the Risk
Management Services"). In the event the Executive determines not to
continue to administer the Risk Management Services, the Executive
shall provide the Company, at least thirty days prior to the date (the
"Termination Date") the Executive will be terminating his provision of
Risk Management Services, with a written notice of the Executive's
election to discontinue the Risk Management Services.
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2. The first sentence of Section 5 of the Agreement, entitled Compensation, is
deleted in its entirety and is replaced by the following:
During the Term of Employment, beginning on October 4, 1998, the
Company shall pay the Executive as compensation for the performance of
his duties under this Agreement, a salary at an annual rate of Two
Hundred Forty Five Thousand Dollars ($245,000.00) per annum (the "Base
Salary"). In the event the Executive determines not to continue to
administer the Risk Management Services, then upon the Termination
Date, the Base Salary shall be reduced by Twenty Five Thousand Dollars
($25,000.00).
Each calendar year during the term of the Executive's
Employment Agreement, the Company's Board of Directors shall establish
an earnings per share target for the Company (the "Target"). The Target
should be a reasonable growth amount in earnings per share when
compared with the Company's preceding years' actual earnings per share.
A bonus pool (the "Pool") shall be established for each calendar year
for at least thirty percent (30%) of the amount of the Company's
earnings, if any, in excess of the Target (the "Excess Amount"). During
the term of their respective employment agreements with the Company and
during any time period which that person is eligible to receive
severance payments, the persons who shall be eligible to participate in
the Pool shall be Mitchell Eisenberg, Lewis Gold, Jay Martus and
Michael Schundler. Additionally, from time to time, any or all of the
following persons or their replacements or substitutes may be
designated, during the term of their employment with the Company, by
Mitchell Eisenberg, in his discretion as it may be exercised from time
to time, to also participate in the Pool: Robert Coward, Gilbert
Drozdow and/or Mary Kittle. Eisenberg, Gold and Schundler shall each be
entitled to a maximum portion of the Pool up to an amount equal to
thirty percent (30%) of their then current base salaries (the "Maximum
Portion" and Martus shall each be entitled to a maximum portion of the
Pool up to fifteen percent (15%) of his then current base salary (also,
the "Maximum Portion"). Coward, Drozdow and Kittle, if included in the
Pool by Eisenberg, shall each be entitled to a maximum portion of the
Pool up to an amount equal to fifteen percent (15%) of their then
current base salaries (also, the "Maximum Portion"). Provided they each
remain eligible to participate in the Pool, the "Pool Participants"
shall be: Eisenberg, Gold, Martus and Schundler and to the extent
selected by Eisenberg in any calendar year: Coward, Drozdow and Kittle.
A Pool Participant's portion of the Pool in a given calendar year shall
be determined as follows: (i) multiply the Pool Participant's then
current base salary times their Maximum Portion (the product of that
calculation is the, "Maximum Target Bonus"); then (ii) divide the
Executive's Maximum Target Bonus by the sum of all of that calendar
year's Pool Participants' (including the Executive) then current
Maximum Target Bonuses. The Company shall pay to each Pool Participant
their portion of the Pool on or before the March 1 in the immediately
succeeding calendar year from the calendar year the bonus was based
upon.
3. Except as set forth in paragraph 1 - 2 of this Third Amendment, the
Employment Agreement shall remain in full force and effect.
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4. This Third Amendment shall be governed by and construed under the laws and
solely in the courts of the State of Florida, without regard to the conflicts of
law provisions thereof. This Third Amendment may be executed in two or more
counterparts, each of which shall constitute an original.
The parties have executed this Third Amendment as of October 12, 1998.
COMPANY:
SHERIDAN HEALTHCORP, INC.
By:
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Mitchell Eisenberg, President
HOLDINGS:
SHERIDAN HEALTHCARE, INC.
By:
------------------------------------
Mitchell Eisenberg, President
EXECUTIVE:
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Jay A. Martus, Esq.
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