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Exhibit
99.2
TERMINATION
AGREEMENT
This Termination Agreement
(this “Termination Agreement”), is made and entered
into as of March 25, 2005, by and between American Medical Security
Group, Inc. (the “Company”) and Samuel V. Miller
(“Employee”).
RECITALS
WHEREAS, Employee entered
into an Employment Agreement with the Company, effective as of
September 28, 2000, which was amended on September 28, 2000,
January 1, 2004 and September 15, 2004 (as amended, the “AMS
Employment Agreement”).
WHEREAS, the Company and
Employee mutually agree to terminate the AMS Employment Agreement
as set forth below.
NOW, THEREFORE, in
consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as
follows:
1. The Company and Employee
agree that, effective April 30, 2005 (the “Termination
Date”), the AMS Employment Agreement shall be terminated,
without cause, pursuant Section 3.1(a) of the AMS Employment
Agreement, and any other employment agreements, arrangement or
understandings, whether written or oral, between the Company and/or
any of its affiliates, on the one hand, and Employee, on the other
hand, shall be terminated.
2. In full satisfaction of
all severance payments, benefits or other rights to which Employee
is entitled upon termination, a change of control or otherwise
under the Agreement or other policies of the Company, the Company
shall provide Employee with the following:
(a) A lump sum payment in the
amount of Three Million Nine Hundred Sixty Eight Thousand Two
Hundred Forty Dollars ($3,968,240) payable upon execution of this
Termination Agreement.
(b) Paymen
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