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Exhibit 10.19
AMENDMENT ONE TO EMPLOYMENT AGREEMENT
This
Amendment One to that certain Employment Agreement dated the 22nd
day
of November, 1999, by and between American Prepaid Professional
Services, Inc.
("American Prepaid") and Alan Stewart (the "Executive"), is entered
into this
7th day of March, 2003.
WHEREAS, American Prepaid and Executive mutually desire to amend
certain of
the terms of the above-referenced Employment Agreement, which
Amendment is set
forth below:
NOW,
THEREFORE, in consideration of the mutual promises and
covenants
herein contained, the parties hereto agree as follows:
1.
The terms and conditions of that certain Employment Agreement dated
as
of November 22, 1999, by and among American Prepaid and Executive
is hereby
confirmed in its entirety with the exception of the amendments
being made to
Paragraph 7, Severance Payments, and Paragraph 8(a),
Non-Competition, and to the
extent the terms and conditions of this Amendment One are in
conflict with the
terms and conditions of the Employment Agreement, the terms and
conditions of
this Amendment One shall govern.
2.
Paragraph 7, Severance Payments, is hereby amended in its entirety
to
now read as follows:
7. Severance
Payments.
In the event of termination of the Executive by American
Prepaid
pursuant to Section 6(e), or by Executive pursuant to 6(f), then
American
Prepaid shall, in lieu of the payments and arrangements specified
above,
pay
the Executive severance pay in an amount equal to one (1) times
the
Executive's Base Salary on the termination date ("Severance Pay").
Such
Severance Pay shall be payable over twelve (12) months in equal
monthly
installments and shall be subject to withholding to the extent
required
under applicable law. The Severance Pay contemplated by this
Section 7 is
agreed by the parties hereto to be in full satisfaction and
compromise of
any
claim arising out
