This Employment Agreement involves
Title: EX-10.19 AMENDMENT ONE TO THE EMPLOYMENT AGREEMENT
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
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 of any termination of the Executive's employment
pursuant to Section 6(e) or 6(f). Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise.