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EXHIBIT 10.3
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made this 15th day of June,
2000, between PHYCOR, INC., a Tennessee corporation (the "Company"), and TARPLEY
B. JONES ("Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee entered into that certain Employment
Agreement, dated February 1, 2000 (the "Employment Agreement"); and
WHEREAS, subject to the provisions of Section 3 below, the parties
desire to enter into this Amendment to Employment Agreement to make the
following additions to the Employment Agreement, effective the date provided for
in Section 3 below, if at all.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
promises and the mutual covenants and agreements herein set forth, the parties
agree as follows:
1. Section 2 of the Employment Agreement is hereby amended by deleting
the "and" at the end of Section 2(e), adding the word "and" to the end of
Section 2(f) and adding the following provision as new Section 2(g):
(g) In the event that as of March 31, 2001 the total amount of
principal indebtedness outstanding under the Company's Amended and
Restated Revolving Credit Facility, as the same may be amended or
replaced after the date hereof (the "Credit Facility") (excluding
amounts outstanding under or allocable to undrawn letters of credit
and the Company's synthetic lease and giving effect to a deemed
dollar-for-dollar reduction in principal indebtedness outstanding as
and to the extent that the Company repurchases or redeems
outstanding debt or equity securities of the Company after the date
hereof), is less than $50 million, or in the event that at any time
prior to March 31, 2001 the total amount of principal indebtedness
outstanding thereunder shall equal zero, the Company will pay
Employee, by not later than ten (10) days following March 31, 2001
or such earlier date on which principal indebtedness outstanding
shall equal zero, a bonus equal to the following: 0.01 multiplied by
the difference between 50.0 million and such principal amount
outstanding under the Credit Facility as of the close of business on
March 31, 2001 or such earlier date on which the principal
indebtedness outstanding shall equal zero (the "Bonus Payment"). The
Bonus Payment shall be credited against any amounts that may become
due and payable to the Employee pursuant to Section 10 hereof, other
than accrued benefits and unreimbursed expenses owed to Employee
that have accrued but have not
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been paid as of the Termination Date. In the event the Bonus Payment
exceeds any amount that may become due and payable to the Employee
pursuant to Section 10 hereof, the Employee shall return such excess
amount (the "Excess Amount") to the Company as promptly as
practicable after the Termination Date or expiration of the Term, as
applicable; provided that the Excess Amount shall be reduced by an
amount equal to the difference between (A) the tax cost to the
Employee resulting from the payment of the Excess Amount in the tax
year in which the Bonus Payment was received, less (B) the tax
savings to the Employee resulting from any deductibility of the
Excess Amount in the tax year in which such Excess Amount is
returned, as such tax savings are estimated in good faith by the
Employee (it being agreed that in the event the actual tax savings
to the Employee are greater or less than the estimated tax savings,
as finally determined at the time of the filing by the Employee of
his personal tax return for the tax year in question, the parties
will make any additional payments consistent with such final
determination as promptly as practicable after the date of the
filing of such return); provided further that the Employee agrees to
recognize income and claim deductions in the tax year in which any
such Excess Amount may be required to be returned in good faith
consistent with past practices. For purposes of determining the tax
cost and the tax savings to the Employee in connection with the
Excess Amount, such costs or savings, as the case may be, shall be
determined by computing the Employee's tax liability with and
without consideration of the Excess Amount.
2. The following sentence shall be added at the end of Section 10:
The amounts payable to Employee pursuant to the provisions of this
Section 10 shall be reduced by any amounts paid to Employee pursuant
to Section 2(g) above.
3. The Company shall submit for consideration this Amendment to
Employment Agreement to the Compensation Committee of the Board of Directors of
the Company at the Compensation Committee's next regularly scheduled meeting in
August 2000. If the Compensation Committee approves the terms contained in this
Amendment to Employment Agreement, this Amendment to Employment Agreement shall
be submitted to the Board of Directors at its August 2000 meeting for its
approval and shall become effective on the date of such approval. If the
Compensation Committee or the Board of Directors, as applicable, fails to give
its approval to the terms of this Amendment to Employment Agreement, this
Amendment to Employment Agreement shall be null and void for all purposes.
4. Except as otherwise specifically amended herein, the remaining
provisions of the Employment Agreement shall not be amended and shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement as of the date and year first above written.
PHYCOR, INC.
Attest: By: /s/ Thompson S. Dent
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Title Chief Executive Officer
and President
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Witness: EMPLOYEE
/s/ Tarpley B. Jones
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Tarpley B. Jones
