SECOND AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Amendment) is entered into by and between MEDNAX SERVICES, INC., a Florida corporation (Employer), and Dominic J. Andreano (Employee) on July 12, 2020, and shall be effective as such date (Effective Date).
WHEREAS, Employer and Employee are the parties to that certain Amended and Restated Employment Agreement, effective as of February 13, 2020, as amended by that certain First Amendment to Amended and Restated Employment Agreement, effective April 1, 2020 (collectively, the Employment Agreement);
WHEREAS, Employer acknowledges that Employee has the basis to terminate Employees employment for Good Reason pursuant to Section 4.7 of the Employment Agreement as a result of Roger J. Medel, M.D. no longer being the senior most executive officer of MEDNAX; and
WHEREAS, in the event that Employee terminates Employees employment for Good Reason pursuant to Section 4.7 of the Employment Agreement, Employee is entitled to certain severance benefits, including the accelerated vesting of all Equity Awards granted to Employee by MEDNAX prior to the Effective Date, in each case subject to the terms of the Employment Agreement; and
WHEREAS, in exchange for Employers agreement to amend the Employment Agreement as provided in this Amendment, Employee agrees not to provide written notice of termination of Employees employment under the Agreement for Good Reason prior to the sixtieth (60th) day after the Effective Date.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Employer and Employee agree to the following:
1. All capitalized terms used but not otherwise defined in this Amendment have the meanings provided in the Employment Agreement.
2. Employee agrees not to provide Employer with written notice of termination of Employees employment under the Agreement for Good Reason as contemplated by Section 4.7 of the Employment Agreement prior to the sixtieth (60th) day after the Effective Date. Employee further agrees that if Employee elects to terminate Employees employment on or after the sixtieth (60th) day after the Effective Date for Good Reason as a result of Roger J. Medel, M.D. no longer being the senior most executive officer of MEDNAX, then the effective date of such termination shall be the thirtieth (30th) day after the date of Employees notice of termination, provided, however, Employer may, at its option, require Employee to terminate employment at any time in advance of the expiration of such thirty (30) day period.
3. The first sentence of Section 4.1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: