Amendment to Employment and Stock Option Agreement between Lifemark Corporation and Rhonda Brede

Summary

This letter amends a previous agreement between Lifemark Corporation and Rhonda Brede regarding her employment as President and CEO. It clarifies that Rhonda is entitled, but not required, to exercise 60,000 remaining stock options immediately upon their vesting, contingent on shareholder approval of the stock option plan. The agreement is governed by Arizona law and is effective upon both parties' signatures.

EX-10.27.B 4 ex10-27_b.txt EX-10.27.B 1 Exhibit 10.27(b) Lifemark Corporation 7600 North 16th Street Suite 150 Phoenix, Arizona 85020 August 11, 2000 Mrs. Rhonda Brede 7600 North 16th Street Suite 150 Phoenix, Arizona 85020 Dear Rhonda: This letter amends the October 14, 1999 agreement pursuant to which Lifemark Corporation ("Lifemark") has agreed to employ you and you have agreed to serve as President and Chief Executive Officer of Lifemark effective October 14, 2000. As of October 14, 2000, Lifemark granted you ten year stock options to purchase 150,000 shares of Lifemark common stock. You also agreed to exercise these options at the time of their vesting by delivering to Lifemark a secured nine-year promissory note in the full amount of your exercise price. 90,000 of the options granted to you vested immediately and were exercised by you on October 14, 1999. The remaining 60,000 options granted to you under the 1999 Executive Stock Option and Ownership Plan will vest immediately if the Plan is approved by the Company's stockholders. Lifemark and you agree to amend the October 14, 1999 agreement to provide that you are entitled, but have no obligation, to exercise the remaining options immediately upon their vesting. The substance of the terms of this letter was negotiated and agreed to in Arizona and it is solely for the convenience of the parties that it is being signed by facsimile outside of Arizona. Arizona law applicable to contracts made and to be performed in Arizona shall therefore apply to and govern all aspects of this Agreement. Please confirm your agreement with and acceptance of the provisions of this letter by signing and returning the enclosed copy of this letter where indicated. Sincerely, /s/Richard C. Jelinek Richard C. Jelinek, Chairman ACCEPTED AND AGREED: /s/Rhonda E. Brede Rhonda Brede