Exhibit 10.4
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 PROSPECT HEALTH SOURCE MEDICAL GROUP,
INC., a California professional corporation (“ Group
”).
RECITALS
A.
Group and Manager entered into that certain Management Services
Agreement, dated as of January 1, 2001 (the “ Initial
Agreement ”), as amended by that certain Amendment to
Management Services Agreement, dated November 1, 2002 (the
“ First Amendment ” and the Initial Agreement as
amended by the First Amendment, the “ Management
Agreement ”).
B.
The parties desire to amend and restate Exhibit C to the
Management Agreement as set forth in this Amendment.
NOW THEREFORE, the parties to this
Amendment hereby agree as follows:
AGREEMENT
1.
Exhibit C (Management Fee) to the Management Agreement is
hereby amended to read, in its entirety, as follows:
“EXHIBIT C
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 bonuses, incentives based on
profitability or productivity, and payments paid and accrued or
deferred).
“Gross
Revenues” means all
sums which are (i) attributed to Group (determined on an
accrual basis) as compensation for the provision of medical
services by Group employed and independent contractor physicians
and physician extenders, including, but not limited to, all
capitated income, all rights to receive Group’s portion of
hospital and other shared risk pool payments, all
