Amendment To Employment Agreement
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This amendment ("Amendment") is made as of April 1, 1996 between Asia
Care, Inc. ("Employer") and John L. Silverman ("Employee") as an amendment to
the Employment Agreement dated June 5, 1995 between Employer and Employee (the
"Agreement").
Whereas, Employee and Employer desire to amend the Agreement to clarify
the terms of Section 3.4(e) concerning the definition of "Good Reason";
Now, therefore, it is agreed:
1. Section 3.4(e)(2) is deleted in its entirety and the following
Section 3.4(e)(2) is substituted for the original text:
" (2) the resignation by the Executive within one (1) year of
one or both of the following:
(i) a "Change of Control", as defined in Section
3.4(e)(2), and/or
(ii) the date the individual who is Chief Executive
Officer and Chairman of the Board of IHS as of the Effective
Date or the individual who is President of IHS as of the
Effective Date ceases to hold such position,
provided in the case of either (i) or (ii) that the Executive gives the
Company at least ninety (90) days prior written notice of his intent to
resign and the effective date of such resignation is at least two
hundred seventy (270) days after the event described in (i) or (ii).
Notwithstanding the foregoing, a termination on account of a reason
described in Subsection 3.4(e)(1), shall be deemed not to be for Good
Reason unless the Executive (i) gives the Company the opportunity to
cure the condition that purports to be Good Reason, and (ii) the
Company fails to cure that condition within sixty (60) days after the
receipt of the Good Reason Notice (or, with respect to the failure to
make any payment when due to the Executive, within ten (10) days after
the receipt of such notice).
For purposes of this Agreement, a "Change of Control" shall be
deemed to occur if (i) there shall be consummated (x) any
consolidation, reorganization or merger of IHS in which IHS is not the
continuing or surviving corporation or pursuant to
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which shares of IHS' common stock would be converted into cash,
securities or other property, other than a merger of IHS in which the
holders of IHS' common stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (y) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of IHS, or
(ii) the stockholders of IHS shall approve any plan or proposal for
liquidation or dissolution of IHS, or (iii) any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act, including any
"group" (as defined in Section 13(d)(3) of the Exchange Act) (other
than the Executive or any group controlled by the Executive)) shall
become the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of twenty percent (20%) or more of IHS' outstanding
common stock (other than pursuant to a plan or arrangement entered into
by such person and IHS) and such person discloses its intent to effect
a change in the control or ownership of IHS in any filing with the
Securities and Exchange Commission, or (iv) within any twenty-four (24)
month period beginning on or after the Effective Date, the persons who
were directors of IHS immediately before the beginning of such period
(the "Incumbent Directors") shall cease (for any reason other than
death, disability or retirement) to constitute at least a majority of
the Board or the board of directors of any successor to IHS provided
that, any director of IHS who was not a director as of the Effective
Date shall be deemed to be an Incumbent Director if such director was
elected to the Board of IHS by, or on the recommendation of or with the
approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors either actually or by prior operation of this
Section 3.4(b)(iv) unless such election, recommendation or approval was
the result of any actual or threatened election contest of the type
contemplated by Regulation 14a-11 promulgated under the Exchange Act or
any successor provision."
2. All terms of the Agreement not modified herein, shall remain in full
force and effect.
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In witness whereof, the parties have executed this amendment as of the date
above written.
ASIA CARE, INC.
By: /s/ Lawrence P. Cirka /s/ John L. Silverman
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JOHN L. SILVERMAN
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