Amendment No. 1 to Performance Stock Option Plan Agreement between AMN Holdings, Inc. and Steven C. Francis

Summary

This amendment updates the Performance Stock Option Plan Agreement between AMN Holdings, Inc. and Steven C. Francis, effective December 13, 2000. It revises the performance targets for EBITDA for fiscal years 2000 through 2003 and changes the terms for option vesting in the event of a change of control. If a change of control occurs before December 31, 2003, and certain financial conditions are met, specific stock options will become immediately exercisable.

EX-10.12 14 y51181a1ex10-12.txt EXHIBIT 10.12 1 EXHIBIT 10.12 Amendment No. 1 to the Performance Stock Option Plan Agreement Dated November 19, 1999 1. Effective as of December 13, 2000, the first two columns of the performance targets set forth in Section 2(a) of the Performance Stock Option Plan Agreement are amended as follows:

2. Effective as of December 13, 2000, Section 2.2 of the Performance Stock Option Plan Agreement is amended to read in its entirety as follows: "2.2. Change of Control Acceleration. Notwithstanding the foregoing, in the event a Change of Control occurs prior to December 31, 2003, in which the net proceeds actually received by HWH Capital Partners, L.P. and its affiliates (collectively, "HWP") in the form of cash and marketable securities exceeds, on an aggregate basis (after taking into account any prior sales by HWP of any portion of its investment in the Company), $491.92 per share of Common Stock, the portion of the option which was eligible to become vested pursuant to Section 2(a) with respect to the Fiscal year in which a Change of Control occurs, and, if any, later Fiscal Years shall become exercisable effective immediately prior to such event." AMN HOLDINGS, INC. /s/ Diane K. Stumph ----------------------------- By: Diane K. Stumph OPTIONEE /s/ Steven C. Francis ----------------------------- By: Steven C. Francis