SECOND AMENDMENT TO
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this Amendment) is made and entered into by and between MEDNAX SERVICES, INC., a Florida corporation (Employer), and ROGER J. MEDEL, M.D. (Employee), effective as of the 1st day of July, 2019.
WHEREAS, Employer and Employee are the parties to that certain Employment Agreement, effective as of August 7, 2011, as amended by that certain First Amendment to Employment Agreement between Employer and Employee dated October 4, 2017 (as amended, the Employment Agreement); and
WHEREAS, Employee has requested and Employer has agreed to amend the Employment Agreement as provided herein, and effective as of the date hereof, to effectively reduce Employees annual salary from a gross annual salary of $1,000,000.00 to a net annual salary of $1.00; and
WHEREAS, Employer and Employee agree that the reduction in salary herein shall not constitute Good Reason, as defined in the Employment Agreement, and shall not trigger any severance obligations on the part of Employer.
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:
1. All capitalized terms used but not otherwise defined in this Amendment have the meanings provided in the Employment Agreement.
2. Section 2.1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
2.1. Base Salary.
(a) Employees annual base salary will be a net amount of $1.00 per year after applicable taxes (including taxes on imputed income), withholdings and deductions (the Base Salary), beginning July 1, 2019, and continuing during the Employment Period; provided, however, that at all times Employee shall be paid a minimum gross annual salary of $23,660.00 per year, subject to such increase as required under applicable law in order for Employee to be exempt from overtime under the Fair Labor Standards Act, and further subject to applicable withholdings and deductions and the additional amount set forth in Section 2.1(b).
(b) Notwithstanding Section 2.1(a), Employer shall provide Employee with an additional amount of gross annual salary, if any, equal to applicable withholding and employment taxes and deductions due with respect to taxable perquisites or Employer provided group health and welfare benefits such that the after tax amount paid to the Employee shall be $1.00 as set forth in Section 2.1(a); provided, however, that for purposes of clarity, Employee is and will remain responsible for payment of Employees portion of any and all taxes