AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement Amendment |
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Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement between Magellan Health Services, Inc. (Employer) and Jonathan Rubin entered into as of this 11th day of August, 2008 (Employee).
WHEREAS, Employer and Employee desire to amend the terms of the Employment Agreement currently in effect between Employer and Employee (the Employment Agreement).
NOW THEREFORE, Employer or Employee agree that the Employment Agreement is hereby amended as follows:
I. New Change in Control Provisions Add the following new paragraphs:
1. Termination Without Cause by the Employer or With Good Reason By Executive In connection With, Or Within Two Years After, A Change In Control: If Employer terminates this Agreement and Employees employment without cause, or if Employee terminates this Agreement and Employees employment with Good Reason, in connection with a Change in Control (as defined below) (whether before or at the time of such Change in control) or within two years after a change in Control, Employee shall receive the following, in lieu of the amounts and benefits described in Section 6:
(i) Base Salary through the date of termination, payable at the next payroll date at or after termination (subject to Section 10);
(ii) pro-rata target bonus for the year in which termination occurs, payable in a single installment immediately after termination (subject to Section 10);
(iii) 2 times the sum of (a) Base Salary plus (b) Target bonus, payable in a single cash installment immediately after termination (subject to Section 10);
(iv) if employee elects COBRA coverage for health, dental and vision benefits, Employer shall pay Employers contributions for health insurance and Employee shall pay Employees contributions rate for health, dental and vision insurance for up to eighteen (18) months after termination;.
(v) any other amounts earned, accrued or owing to Executive but not yet paid (subject to Section 10);; and
(vi) other payments, entitlements or benefits, if any, that are payable in accordance with applicable plans, programs, arrangements or other agreements of the Employer or any affiliate (subject to Section 10);
2. Definitions:
A. Change in Control:
A Change in Control of the Employer shall mean the first to occur after the date hereof of any of the following events:
(i) any person, as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), becomes a beneficial owner, as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 51% or more of the Voting Stock (as defined below) of the Employer;
(ii) the majority of the Board of Directors of the Employer consists of individuals other than Continuing Directors, which shall mean the members of the Board on the date hereof, provided that any person becoming a director subsequent to the date hereof whose election or nomination for election was supported by a vote of the directors who then comprised the Continuing Directors, shall be considered to be a Continuing Director;
(iii) the Board of Directors of the Employer adopts and, if required by law or the certificate of incorporation of the Corporation, the shareholders approve the dissolution of the Employer or a plan of liquidation or comparable plan providing for the disposition of all or substantially all of the Employers assets;
(iv) all or substantially all of the assets of the Employer are disposed of pursuant to a merger, consolidation, share exchange, reorganization or other transaction unless the shareholders of the Employer immediately prior to such merger, consolidation, share exchange, reorganization or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they previously owned the Voting Stock or other ownership interests of the Employer, 51% of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Employer; or
(v) the Employer merges or combines with another company and, immediately after the merger or combination, the shareholders of the Employer immediately prior to the merger or combination own, directly or indirectly, 50% or less of the Voting Stock of the successor company, provided that in making such determination there shall be excluded from the number of shares of Voting Stock held by such shareholders, but not from the Voting
Stock of the successor company, any shares owned by Affiliates of such other company who were not also Affiliates of the Employer prior to s
