Exhibit 10.3
AMENDMENT TO MANAGEMENT SERVICES
AGREEMENT
THIS AMENDMENT TO MANAGEMENT
SERVICES AGREEMENT (this “ Amendment ”), is made
and entered into as of January 15, 2009, by and between
PROSPECT MEDICAL SYSTEMS, INC., a Delaware corporation (“
Manager ”), and NUESTRA FAMILIA MEDICAL GROUP, INC., a
California professional corporation (“ Group
”).
RECITALS
A.
Group and Manager entered into that certain Management Services
Agreement, dated as of August 1, 1999 (the “
Management Agreement ”).
B.
The parties desire to amend and restate Section 3.1 (Term) of
the Management Agreement, to amend and restate
Exhibit “B” to the Management Agreement and to add
a new Section 1.1.9. (Marketing and Public Relations Services)
to the Management Agreement, each as set forth in this
Amendment.
NOW THEREFORE, the parties to this
Amendment hereby agree as follows:
AGREEMENT
1.
Section 3.1 of the Management Agreement is hereby amended to
read, in its entirety, as follows:
“3.1
Term. The term of this Agreement (the
“Term”) shall commence on the date hereof and shall
expire on July 31, 2019, the twentieth (20 th )
anniversary hereof, unless earlier terminated as provided
below. The Term shall be automatically extended for two
(2) additional terms of ten (10) years each, unless
either party delivers to the other party, not less than twelve (12)
months, nor earlier than fifteen (15) months, prior to the
expiration of the preceding term, written notice of such
party’s intention not to extend the Term.”
2.
Exhibit “B” (Management Fee) to the Management
Agreement is hereby amended to read, in its entirety, as
follows:
“EXHIBIT B
– MANAGEMENT
FEE
A.
Definitions
“Cost of Medical
Services” means
with respect to Group, the aggregate compensation of Group’s
employed physicians and physician extenders (e.g., physician
assistants and nurse practitioners); charges incurred by Group for
independent contractor physicians; the cost of services ordered by
Group through its physicians for managed care patients; and the
cost of Group’s employee benefits, including, but not limited
to, vacation pay, employer and employee contributions to any
401(k) plan or other retirement plan for the benefit of Group
employees, sick pay, health care expenses, Group’s share of
employment and payroll taxes, Group’s employees’
professional dues and all other expenses and payments required to
be made by Group to or for physicians pursuant to physician
employment, and independent contractor agreements (including
expense reimbursements, discretionary
