<PAGE> 1
Exhibit 10.22(d)
THIRD AMENDMENT TO THE
LIFEMARK CORPORATION
(FORMERLY MANAGED CARE SOLUTIONS, INC.)
EMPLOYEE STOCK PURCHASE PLAN
Lifemark Corporation (the "Corporation"), under its former name of
Managed Care Solutions, Inc., adopted the Managed Care Solutions, Inc. Employee
Stock Purchase Plan (the "Plan"), effective June 1, 1996, and has previously
adopted two amendments to the Plan. The Plan, as previously amended, is hereby
further amended, pursuant to the authority of Section 17 of the Plan, as
follows:
1. The name of the Plan is changed to the Lifemark Corporation Employee
Stock Purchase Plan, and all references in the Plan to Managed Care Solutions,
Inc., are amended to refer to Lifemark Corporation
2. A new sentence is added to the end of Section 13 of the Plan to read
as follows:
"Notwithstanding the foregoing, if any participating employee's
employment is terminated within three months from the end of the current
offering period as a result of the sale or other transfer of a portion of the
Corporation's business (including the management of any health plan) to a
successor employer, such employee may elect to leave the balance in his account
until the end of the offering period, to be used to purchase stock on the same
terms as if he were still employed on the last day of the offering period,
provided that no additional amounts shall be added to his account after his
employment is terminated, and any balance remaining after the purchase of stock
at the end of the offering period shall be distributed to him."
3. This amendment shall not require the approval of the Corporation's
stockholders, and shall be effective on the date on which it is approved by the
Board of Directors. Except as otherwise amended herein, the Plan shall remain in
full force and effect, except that the Committee is authorized to make any
additional changes to the Plan of an administrative or ministerial nature which
may be appropriate to implement the amendments set forth herein.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed this 8th day of November, 1999.
LIFEMARK CORPORATION
By: /s/Michael J. Kennedy
Its: Chief Financial Officer
