Third Amendment to Employment Agreement between PhyAmerica Physician Services of Florida, Inc. and Sherman Podolsky, M.D.

Summary

This amendment updates the employment agreement between PhyAmerica Physician Services of Florida, Inc. and Dr. Sherman Podolsky, effective January 1, 2001. It sets Dr. Podolsky’s base salary at $300,000 per year, subject to annual review, and outlines eligibility and criteria for an incentive bonus of up to 40% of his base salary for 2001. The amendment replaces the previous compensation terms and clarifies that, in case of conflict, its terms take precedence over earlier agreements. All other terms of the original agreement remain unchanged.

EX-10.4 2 ex10-4_14955.txt AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.4 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into effective as of January 1, 2001 by and between PHYAMERICA PHYSICIAN SERVICES OF FLORIDA, INC., f/k/a COASTAL PHYSICIAN SERVICES OF SOUTH FLORIDA, INC., a Florida corporation ("Employer" or the "Company") and SHERMAN PODOLSKY, M.D. ("Employee"). W I T N E S S E T H: WHEREAS, Employer and Employee have previously entered into an employment agreement dated January 1, 1998, as amended by that certain First Amendment to Employment Agreement dated September 1, 1999, as further amended by that certain Second Amendment to Employment Agreement dated January 1, 2000, (collectively the "Agreement") under which Employee is currently employed by Employer; WHEREAS, compensation under the Agreement is set for each calendar year during the term of the Agreement by agreement of Employer and Employee, and the Employer and Employee have agreed upon the compensation arrangements for calendar year 2001 and now desire to substitute the attached Exhibit A as Exhibit A to the Agreement effective as of January 1, 2001; NOW, THEREFORE, in consideration of the terms and conditions set forth in this Amendment, the parties hereby agree that the Agreement is hereby modified as follows: 1. Replacement of Exhibit A. Exhibit A, Compensation, attached to the Agreement is hereby replaced by the Exhibit A dated January 1, 2001 and attached to this Amendment. 2. This Amendment shall be an amendment and modification to the Agreement and shall become part of the Agreement and employment arrangement between Employee and Employer from and after the date of this Amendment. All capitalized terms not defined herein shall have the same meaning as set forth in the Agreement. Any conflict between terms of this Amendment and the Agreement will be resolved in favor of this Amendment. Except as amended herein, all terms of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. EMPLOYEE: PHYAMERICA PHYSICIAN SERVICES OF FLORIDA, INC. (SEAL) By: - ----------------------------------- --------------------------------- Sherman Podolsky, M.D. Its: ----------------------------- EXHIBIT A --------- Compensation ------------ January 1, 2001 1. Base Salary. For services provided as an employee of Employer, Employee shall receive a base salary of $300,000 per annum (the "Base Salary") payable in accordance with Employer's current payroll practices. The Base Salary shall be subject to annual review and adjustment as of each January 1, with the next review and adjustment to be effective January 1, 2002. 2. Incentive Bonus. For calendar year 2001, Employee shall be entitled to an incentive or performance bonus (the "Incentive Bonus") of up to 40% of annual Base Salary, based on the following: (a) Employee must be employed by Employer on the last day of the measuring period for the incentive performance bonus (the last day of the calendar quarter for quarterly incentives, and the last day of the calendar year for annual incentives) unless Employee's employment has been terminated (i) by Employer without cause under Section 12(a), (ii) by death or disability of Employee under Section 12(d) where such death or disability occurs within the last 4 months of 2001 or (iii) by Employee because of a material breach by Employer as provided in Section 12(e). (b) Employee's Incentive Bonus shall be based on the following criteria, subject to a cap of 40% of annual Base Salary as previously indicated: (i) up to 40% of Base Salary (10% per quarter) based on the Rvp/Contract Manager Program with 80% of the amount earned based on the performance of contracts of Florida. RVPs treated as a group and 20% of the amount earned based on the performance of contracts of California RVPs treated as a group, provided any quarterly bonus awarded shall not exceed 10% of Base Salary. (ii) 2.5% of Base Salary for each calendar quarter (but limited to a maximum of 5% of Base Salary per year) in which the Company, on a consolidated basis, achieves or exceeds budgeted net operating results, after debt expense, including the program fees and related costs of the NCFE financing. (iii) up to 10% of Base Salary as determined solely in the discretion of the Compensation Committee of the Board of Directors of PhyAmerica Physician Group, Inc.