Exhibit 10.15


 


AMENDED AND RESTATED


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’) is
entered into and made effective as of May 12, 2009 (the “Effective Date”),
by and between Prospect Medical Holdings, Inc., a Delaware corporation (“Company”
or “Employer”), and Samuel S. Lee, an individual (“Executive”).


 


WHEREAS,
Executive and Alta Hospitals System, LLC (“Alta”) entered into that certain
Executive Employment Agreement, dated August 8, 2007 (the “Original
Agreement”), as a condition to the closing of the transactions under that certain
Agreement and Plan of Reorganization, dated as of July 25, 2007, (the “Reorganization
Agreement”), among Company, Alta (as the merger subsidiary), Alta Healthcare System, Inc.
(“Former Alta”), and the shareholders of Former Alta (capitalized terms used
but not otherwise defined herein have the respective meanings ascribed to them
in the Reorganization Agreement);


 


WHEREAS,
the Original Agreement was amended by that certain First Amendment to Executive
Employment Agreement, dated March 19, 2008 (the “First Amendment”), by and
among Company, Alta and Executive, which amendment principally provided that,
in addition to his positions and duties held with Alta, Executive also serves
as the Chief Executive Officer of Company;


 


WHEREAS,
the Original Agreement (as amended by the First Amendment) was further amended
by that certain Second Amendment to Executive Employment Agreement, dated July 8,
2008 (the “Second Amendment”), by and among Company, Alta and Executive, which
amendment principally provided for a new base salary for Executive and a
one-time “Turnaround Services Bonus;” and


 


WHEREAS,
the Original Agreement (as amended by the First and Second Amendments) was
further amended by that certain Third Amendment to Executive Employment
Agreement, dated February 12, 2009 (the “Third Amendment”), by and among
Company and Executive, which  amendment
provided for a new base salary for Executive, a PMH EBITDA based bonus, and a discretionary
bonus; and


 


WHEREAS,
the parties hereto deem it to be in their best interests to amend and restate
the Original Agreement (as amended by the First, Second, and Third Amendments) in
its entirety and to, therefore, adopt this Agreement to govern their respective
rights and obligations in connection with the subject matter hereof;


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             TERM OF EMPLOYMENT.  Company hereby employs Executive and
Executive accepts such employment, upon the terms and conditions set forth
herein, for a term commencing as of August 8, 2007, and ending on August 7,
2012, unless terminated in accordance with the termination provisions of Section 5
below (the “Term”).


 


2.             DUTIES.  During the Term, Executive shall be Chief
Executive Officer of Company, and until a suitable replacement is found, Company’s
wholly-owned subsidiary, Alta.  During
the Term, Executive shall also serve, without additional compensation, as a
director 


 

















 


and/or officer of such other subsidiaries or affiliates of Company as
he or Company’s Board of Directors deems appropriate.


 


3.             NECESSARY SERVICES.


 


a.             Performance of Duties.  Executive agrees that he will at all times
faithfully, industriously and to the best of his ability, experience and
talents, perform all of the duties that may be assigned to him hereunder.  Such duties shall be of a kind that are
typically assigned to, and reasonably commensurate with, the position of Chief
Executive Officer of a similar size company within the same industry as Company.  Executive acknowledges that the Board of
Directors of Company shall assign his duties as Chief Executive Officer of Company
and, in the case of Executive’s position as Chief Executive Officer of Alta,
the Board of Directors of Company and/or the Manager(s) of Alta, shall
assign such tasks to Executive which are commensurate with such position.


 


b.             Faithful and Diligent Performance.  During the Term, Executive agrees to devote
such time, energy, skill and efforts to the performance of his duties hereunder
as are necessary to allow Executive to faithfully and diligently further the
business and interests of the Company; provided, however, that Executive’s
obligations hereunder shall not preclude Executive from (i) working or
involving himself in any other business venture so long as it does not
materially detract from Executive’s ability to provide services to the Company and
any directorships or committee positions he is then serving under the terms of
this Agreement (including not conflicting with the provisions of Subsection (c) below));
or (ii) engaging in additional activities in connection with personal
investments and/or community affairs that are not inconsistent with his duties
hereunder, including serving on boards of directors of non-competing businesses
or entities.  Executive currently resides
and may at his discretion continue to reside in Los Angeles County, California
(the “County”).  Company shall not
relocate Executive to another location outside of the County without his prior
written consent.


 


c.             Services by Executive.  Executive agrees that, during the period of
his employment, Executive shall provide personal services to the Company or
affiliated entities of the Company pursuant to this Agreement, and Executive
will not, within the California counties of Los Angeles, San Bernardino and
Orange, without the prior written consent of Employer, acting through its Board
of Directors (which consent may be granted or withheld in the sole and absolute
discretion of Company), individually or in any combination, directly or
indirectly, as an owner, shareholder, director, officer, trustee, partner,
associate, consultant, principal, agent, contractor, employee or otherwise:


 


i.              engage, participate in, form, contract, aid, or hold
any interest in an independent physician association (“IPA”) or managed care
organization (including but not limited to an HMO, PPO, or self-insured
employer plan), or otherwise engage in any business with an IPA or managed care
organization (including but not limited to an HMO, PPO, or self-insured
employer plan), which is, or as of Executive’s engagement or participation,
would become, competitive with any aspect of the business or operations of the
Company or its affiliates ( a “Competing Business”);


 


ii.             engage in the
Restricted Activities in the Territory, as set forth in Section 8.9 of the
Reorganization Agreement (subject to Section 8.9(b) thereof).


 


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4.             COMPENSATION.


 


a.             Base Salary.  Company shall pay Executive an annual base
salary of Nine Hundred Fifty Thousand Dollars ($950,000 per annum) (the “Base
Salary”), effective retroactively as of April 1, 2009.  Payments shall be made in periodic
installments in accordance with the normal payroll practices of Company, as such
may be changed from time to time; provided, however, that in order to give
retroactive effect to Executive’s Base Salary as of April 1, 2009,
Executive’s next regularly scheduled Base Salary payment installment shall be
adjusted to include such additional amounts as may be necessary to account for
the difference between the aggregate payments actually received by Executive in
all periodic payments made subsequent to October 1, 2008 and the aggregate
payments which would have been received by Executive in such periodic payments
had such payments reflected the foregoing Base Salary as of April 1, 2009.  The Base Salary may be increased but not
decreased.


 


b.             Employee Benefits.  Executive shall be entitled to participate in
all of the employee benefit and fringe benefit plans and programs available to
other executive employees of Company, as such may be changed from time to time.
 Company retains the right to modify or
eliminate such plans and programs as well.


 


c.             Deductions and Withholding.  Executive hereby agrees that Employer may
deduct and withhold from the compensation payable to Executive hereunder any
amounts of money required to be deducted or withheld by Employer under the
provisions of any and all applicable local, state or federal statutes or regulations
or any amendments thereto hereafter enacted requiring the withholding or
deducting of compensation.


 


d.             Equity Incentive Plan.  Executive shall be eligible to participate in
any executive equity incentive plan adopted by the Compensation Committee and/or
Board of Directors of Company.


 


e.             Annual Bonus.  Executive shall be entitled to receive, on an annual
basis, a bonus determined in accordance with criteria regarding the attainment
of certain EBITDA targets by Employer, which criteria and targets shall be
established by the Compensation Committee of the Board of Directors of Company for
each fiscal year.


 


i.              EBITDA Definition.  For
purposes of this Agreement, the phrase “EBITDA” shall mean earnings as reported
by the Company before interest, taxes, depreciation and amortization.  In connection with the EBITDA Based Bonus,
EBITDA shall be solely derived from the operation of the Hospital Services
segment and IPA management segment, excluding allocations of expenses paid
directly by Company, other than such expenses as Company and Executive, in
their reasonable good faith judgment, agree are being paid by Company for the
benefit of the reporting segments.


 


ii.             Partial Year. 
For any partial year (i.e., a year in which, due to the expiration or
termination of this Agreement, Executive does not serve as an employee of Company
for the entire year), then the EBITDA of Company as of the last fiscal quarter
ending prior to the date of expiration or termination of this Agreement shall
be annualized for purposes of determining whether any bonuses are payable to
Executive with respect to such year and, if any such bonus is payable (i.e., if
the EBITDA of Company, as so annualized, satisfies the applicable required
EBITDA Amount for such year) then Executive shall be entitled to a pro-rata 


 


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portion of the
Bonus Amount, calculated as (x) the applicable Bonus Amount multiplied by (y) a
fraction, the numerator of which is the number of days elapsed in such year as
of the date of expiration or termination of this Agreement, and the denominator
of which is 365.


 


iii.            EBITDA Calculation.  Each
Annual Bonus shall be deemed to vest and accrue at the end of the last day of
the fiscal year for which it is earned. 
Each Annual Bonus shall be paid as soon as practicable following the completion
and filing of the Company’s year end fiscal audit, and subject to the
certification of the Chief Financial Officer of the Company and approval of the
Compensation Committee of Company’s Board of Directors.


 


f.              Discretionary Bonus.  Executive shall be eligible for discretionary
bonuses (each, a “Discretionary Bonus”) at such times and in such
amounts, if any, as determined in the sole discretion of the Compensation
Committee of Company’s Board of Directors.


 


g.             Vacation.  During the Term, Executive shall be entitled
to four (4) weeks paid vacation each year in accordance with the vacation
policies of Company.


 


5.             TERMINATION.


 


a.             Termination by Company For Cause And Other
Specified Events.  Executive’s
employment with Company may be terminated by Employer upon any of the events
specified below:


 


i.              Upon the death of Executive, or (at the election of Company,
upon 30 days’ prior written notice to Executive) the permanent disability of
Executive, “permanent disability” being defined as any continuous loss of
one-half (1⁄2) or more of the time spent by Executive in the usual daily
performance of his duties as a result of physical or mental illness for a
continuous period in excess of ninety (90) days; provided, however, that the “permanent
disability” of Executive shall be determined by a medical doctor selected by
written agreement of Company and Executive upon the request of either party by
written notice to the other.  If Company
and Executive cannot agree on the selection of a medical doctor, each of them
will select a medical doctor and the two medical doctors will select a third
medical doctor who will determine whether Executive has a permanent
disability.  The determination of the
medical doctor selected under this Section 5(a)(i) will be binding on
both parties.


 


ii.             At the election of Company upon the dismissal of
Executive by Company for Cause.  For
purposes of this Agreement, “Cause” shall be deemed to exist if Executive: (1) materially
breaches this Agreement, which breach is not remedied by Executive within thirty
(30) days after receipt of written notice from Company that specifies in
reasonable detail the nature of such breach; provided, however, that if such
breach cannot be reasonably remedied within such 30-day period, Executive shall
be given a reasonable period of time thereafter for cure purposes; (2) is
convicted of a felony; (3) engages in one or more acts involving fraud or
serious moral turpitude that materially adversely affects the Company; or (4) 


 


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misappropriates assets or engages in gross misconduct that materially
adversely affects the Company. 
Termination under this subparagraph shall be effective immediately upon
written notice by Company.


 


b.             Compensation Following Termination For Cause
And Other Specified Events.  In the event Company’s employment is
terminated pursuant to Subsection (a) above, Company shall pay to
Executive the portion of the total amount of the Base Salary earned through the
date of termination and the pro-rata portion of any EBITDA Bonus earned for the
period commencing on the first day of the then current year and ending on the
date of termination (and any EBITDA Bonus or Discretionary Bonus owed for the
prior year but not yet paid).  In
addition, Executive shall be paid any vacation, PTO, or other compensation that
has accrued pursuant to Company’s written policies but has not been used, plus
any amount of reimbursement for reasonable business expenses incurred by
Executive through the date of termination in accordance with Section 6
hereof.  Otherwise, Company shall have no
obligation to make payments to, or bestow benefits upon, Executive following
the date of termination.


 


c.             Termination by Company Without Cause.  Notwithstanding the above-stated provisions,
Company retains the right to terminate Executive’s employment “at-will,” either
with or without cause and in its sole discretion; provided, however, that if
Company elects to exercise its right to terminate without cause under this
provision, Company shall promptly pay to Executive (as soon as possible, but in
no event later than 2.5 months after the end of the calendar year in which such
termination occurs), via wire transfer of immediately available funds to an
account designated by Executive, an aggregate lump sum amount (the “Severance
Amount”) equal to the sum of (i) his Base Salary for a period commencing
on the date of termination and ending on the date which is three (3) years
following the date of termination; (ii) the aggregate amount of any
vacation, PTO, or other compensation that has accrued pursuant to Employer’s
written policies but has not been used as of the date of termination; (iii) the
pro-rata portion of the EBITDA Bonuses earned for the period commencing on the
first day of the then current year and ending on the date of termination (and
any EBITDA Bonus or Discretionary Bonus owed for the prior year but not yet
paid); and (iv) any amount of reimbursement for reasonable business
expenses incurred by Executive through the date of termination in accordance
with Section 6 hereof.  Except as
otherwise provided in this Section 5(c), Company shall have no obligation
to make payments to, or bestow benefits upon, Executive following the date of
termination.


 


d.             Termination by Executive for Good Reason.  Notwithstanding anything in this Agreement to
the contrary, Executive may terminate his employment hereunder at any time
during the Term for Good Reason (as hereinafter defined) upon written notice to
Employer of the occurrence of a breach enumerated below and the failure of
Company to timely cure such breach.  For
purposes of this Agreement, the term “Good Reason” means (i) Company’s
material breach of this Agreement; (ii) a change in Executive’s title,
responsibilities or duties to a materially lesser status or degree than his
title, responsibilities or duties as of the Effective Date; (iii) a
failure by Company to make any payment to Executive when due; (iv) the
relocation of Company’s principal executive offices outside of Los Angeles
County or any other action by Employer which breaches or otherwise deprives
Executive of his rights under Section 3(b) hereof; or (v) any
substantial, adverse change or termination of the benefits provided to
Executive hereunder.  Company shall
remedy any breach within thirty (30) days after receipt of written notice from
Executive that specifies in reasonable detail the nature of such breach;
provided, however, that if such breach cannot be reasonably remedied within
such 30-day period, 


 


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Company shall be given a reasonable period of time thereafter for cure
purposes.  In the event that Executive
terminates his employment hereunder for Good Reason pursuant to this Section 5(d),
Company shall promptly pay (as soon as possible, but in no event later than 2.5
months after the end of the calendar year in which such termination occurs) to
Executive the Severance Amount via wire transfer of immediately available funds
to an account designated by Executive.


 


e.             Return of Company’s Property.  Upon expiration of this Agreement, or in the
event Executive’s employment is terminated for any reason during the Term of
this Agreement, Company may, at its option, require Executive to vacate his
offices immediately, and to cease all activities on Company’s behalf.  Executive agrees that upon receiving notice
of termination of his employment in any manner, he will immediately deliver to Company
all notebooks, brochures, documents, memoranda, reports, price lists, files,
invoices, purchase orders, books, correspondence, customer lists, or other
written or graphical records, and the like, primarily relating to the business
or work of Employer, which are or have been in his possession or under his
control.  Executive hereby expressly
acknowledges that all such materials referenced above are the property of Company.


 


6.             EXPENSES.  Company shall pay for or reimburse Executive
for all properly documented reasonable business expenses incurred or paid for
by Executive in the performance of his duties hereunder, including expenditures
for travel, mileage and other authorized expenses, subject to such written
policies or guidelines and/or requirements for verification as Company may, in
its sole and absolute discretion, establish.


 


7.             CONFIDENTIALITY AND TRADE SECRETS.


 


a.             Confidential Information.  Executive shall keep in strictest confidence
all information relating to the business, affairs, customers and suppliers of
the Company, or their parent or affiliates (collectively hereinafter referred
to as “Trade Secrets”), including, among other things but without limitation, the
Company’s cost of performing services, pricing formulae, methods or procedures,
and customer lists, which Executive may acquire during the performance of his
services and duties hereunder and which is not otherwise generally known to the
public.  Executive acknowledges that such
Trade Secrets are of great value, and have been developed and/or acquired at
great expense to the Company and the Company would not enter into this contract
of employment and such information would not be made available to Executive in
Executive’s fiduciary capacity unless the Company were assured that all such
information will be used for the exclusive benefit of the Company.  Accordingly, during the term of this
Agreement, and at all times thereafter, Executive shall not publish,
communicate, divulge, disclose or use, whether or not for his own benefit, any
such information without the prior written consent of Company, except (i) in
the course of performing his duties hereunder; (ii) to the extent that any
such information is in the public domain other than as a result of Executive’s
breach of any of his obligations hereunder; or (iii) where required to be
disclosed by applicable law, court order, subpoena or other government process.


 


b.             Solicitation of Employees, Contractors,
Customers and Clients. 
Executive acknowledges that important factors in the Company’s business
and operations are the loyalty and good will of its employees.  Executive further agrees that information as
to the identies, responsibilities and capabilities of the Company’s employees,
their salaries and benefits, and the other terms of their employment is
confidential and proprietary to the Company and constitutes its valuable trade
secrets.  In addition, Executive aagrees
that the information described in 


 


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Section 7.a. above, including but not limited to information
concerning the Company’s customers, clients (including, without limitation,
third party payors) and contractors, constitute the Company’s valuable trade
secrets.  Accordingly, Executive agrees
that both during the Term and for a period of one year following the expiration
or termination of this Agreement, he will not (i) solicit for hire, or
induce any party to solicit for hire, any persons whose identities Executive
learned as a result of Executive’s employment with the Company, who are either  employees of the Company or are independent
contractors or affiliates of independent contractors of the Company since the
Effective Date; provided, however, that the foregoing limitation shall not
apply to any general solicitation that is not specifically targeted to the Company’s
employees, physicians or contractors, (ii) solicit any customers or
clients of the Company (including, without limitation, any third party payors)
on behalf of a Competing Business within the California counties of Los
Angeles, San Bernardino and Orange; or (iii) solicit or induce any party
to solicit, any contractors of the Company or the Company’s affiliates to enter
into the same or a similar type of contrat with any Competing Business within
the California counties of Los Angeles, San Bernardino and Orange.


 


c.             Ongoing Obligation.  In the event the provisions in this Section 7
are more restrictive than permitted by the laws of the jurisdiction in which
enforcement of this provision is sought, such provisions shall be interpreted
to extend only over the maximum period of time, range of activities or
geographic area as to which it may be enforceable.


 


8.             REMEDY FOR BREACH.  Executive acknowledges that the services to
be rendered by him hereunder are of a special, unique and extraordinary
character, which gives this Agreement a peculiar value to the Company, the loss
of which cannot be reasonably or adequately compensated in damages in an action
at law, and a breach by Executive of the provisions of this Agreement will
cause the Company irreparable injury.  It
is, therefore, expressly acknowledged that this Agreement may be enforced by
injunction and other equitable remedies, without bond.  Such relief shall not be exclusive, but shall
be in addition to any other rights or remedies the Company may have for such
breach, and the Company shall be entitled to recover all costs and expenses,
including reasonable attorneys’ fees, incurred by reason of any breach of the
covenants of this Agreement.


 


9.             MANDATORY ARBITRATION.


 


9.1           Executive and the Company agree that any and all
claims, disputes, and/or controversies that they may have against the other,
arising from or relating to, this Agreement or the Executive’s employment with
the Company, shall be submitted to, and determined exclusively by, binding
arbitration; provided, however, that this Agreement shall not preclude any
party from seeking injunctive relief in a court of competent jurisdiction.  Arbitration shall be conducted by Judicial
Arbitration & Mediation Services (“JAMS”), held in Los Angeles County,
California, pursuant to the California Arbitration Act and under the Employment
Arbitration Rules and Procedures of JAMS that are in effect at the time an
action is initiated.  Included within the
scope of this agreement are all disputes, whether based on tort, contract,
statute (including, but not limited to, any claims of discrimination,
harassment, or retaliation, whether based on the California Fair Employment and
Housing Act, Title VII of the Civil Rights Act of 1964, as amended, or any
other state or federal law or regulation), equity, or otherwise, with the
exception of claims arising under the National Labor Relations Act (which are
brought under the auspices of the National Labor Relations Board), claims for
medical and 


 


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disability benefits under
the California Workers’ Compensation Act, claims administered under the
Employment Development Department, or as otherwise required by state or federal
law.


 


9.2           The arbitration shall be conducted by a single
arbitrator.  The arbitrator selected
shall be a neutral and qualified individual from a list provided by the JAMS in
accordance with its Employment Arbitration Rules, and shall be mutually agreed
upon by the parties.  The arbitrator
shall apply the rules of evidence under the California Evidence Code, and
all rights to resolution of the dispute by means for motions for summary
judgment, judgment on the pleadings and judgment under Code of Civil Procedure Section 631.8,
shall apply and be observed by the arbitrator. 
The parties hereto shall have adequate opportunity and procedures for
discovery, including such written discovery, depositions, exchange of
documents, and subpoenas, as permitted by the arbitrator, and in keeping with
the goal of fast, efficient, and cost-effective dispute resolution


 


9.3           Resolution by the arbitrator of any submitted dispute
shall be based solely upon the law governing the claims and defenses pleaded,
and the arbitrator may not invoke any basis other than such controlling
law.  The arbitrator shall have the
authority to grant any relief that would be available to any party in a court
of competent jurisdiction, but may not create remedies that would be
unavailable in court.  The arbitrator shall
make his or her decision in writing at the earliest convenient date.  The award issued by the arbitrator shall
include the arbitrator’s reasoned opinion, including a statement of facts and
reasons for the decision.  To the maximum
extent permitted by law, the decision of the arbitrator shall be final and
binding on the parties to this Agreement and not be subject to appeal.


 


9.4           The Company shall be responsible for all costs that
are unique to arbitration, including arbitration forum costs.  Subject to the foregoing, all other fees and
expenses of the arbitration (including reasonable attorneys’ fees) or any
action to enforce an arbitration award hereunder, shall be paid by the party or
parties that do not prevail in such arbitration.


 


9.5.          The parties agree that all facts and information relating
to any arbitration arising under this Agreement shall be kept confidential to
the extent possible.  The parties agree
that all documents filed with any court or tribunal in connection with the
resolution of any dispute hereunder shall be filed under seal to the extent
possible.  The parties further agree and
acknowledge that a claim for breach of the agreement to maintain
confidentiality shall not provide an adequate remedy and acknowledge that a
claim for specific performance or injunctive relief is appropriate, which shall
not require security, bond or proof of actual damages.


 


9.6           The parties shall have the right to enforce this Section 9
in a court of competent jurisdiction. 
The parties waive, for themselves and for any person or entity acting on
behalf of or otherwise claiming through them, any right they may otherwise have
to resolve claims by a court or by a jury, except as necessary to enforce an
award rendered in arbitration, to enforce this Section 7, and to seek
injunctive or other equitable relief.


 


10.           ATTORNEYS’ FEES.  In the event
of any dispute (including but not limited to actions, suit, or arbitration)
between the parties hereto in connection with this Agreement or Executive’s
employment with Company or termination thereof, or to enforce any provision or
right hereunder, the prevailing party shall be entitled to an award of all
costs and expenses 


 


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incurred in connection
therewith, including but not limited to reasonable attorneys’ fees incurred by
the prevailing party.


 


11.           GENERAL PROVISIONS.


 


a.             The failure of Company at any time to enforce
performance by Executive of any provisions of this Agreement shall in no way
affect Company’s rights thereafter to enforce the same, nor shall the waiver by
Company of any breach of any provision hereof be held to be a waiver of any
other breach of the same or any other provision.


 


b.             This Agreement shall be binding upon and inure to
the benefit of the parties hereto and the successors and assigns of Company;
provided, however, it is understood and agreed that the services to be rendered
and the duties to be performed by Executive hereunder are of a special, unique
and personal nature and that it would be difficult or impossible to replace
such services; by reason thereof, Executive may not assign either the benefits
or the obligations of this Agreement.


 


c.             Any notices, requests, consents, or other
communications required or permitted under this Agreement shall be in writing
and may be delivered in person to the other party, or sent by United States
mail or commercial courier service.  The
addresses set forth below shall be deemed sufficient for purposes of providing
notice under this Agreement:


 


	
   

  	
  To
  Executive:

  	
  Samuel
  S. Lee

  
	
   

  	
  c/o
  Prospect Medical Holdings, Inc.

  
	
   

  	
  10780
  Santa Monica Boulevard, Suite 400

  
	
   

  	
  Los
  Angeles, CA 90025

  
	
   

  	
   

  
	
   

  	
  To
  Employer:

  	
  Prospect
  Medical Holdings, Inc.

  
	
   

  	
  10780
  Santa Monica Boulevard, Suite 400

  
	
   

  	
  Los
  Angeles, CA 90025

  
	
   

  	
  Attn:
  General Counsel

  



 


Each
party may change his or its address through written notice in compliance with
this Section.  Written notice provided by
methods other than those specified herein shall be effective if actually
received, in timely fashion, by the other party.


 


d.             This Agreement, together with that certain
Indemnification Agreement, dated August 8, 2007, between Company and
Executive, is the entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior oral and written agreements
and negotiations between the parties.


 


e.             The headings of the several paragraphs in this
Agreement are inserted solely for the convenience of the parties and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.  Nothing in
this Agreement shall be deemed to be a limitation on the remedies of any of the
parties with respect to the non-compete provisions, or any other provisions, of
the Reorganization Agreement.


 


f.              This Agreement may not be modified except by a
written instrument signed by all parties hereto.


 


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g.             All clauses and covenants contained in this
Agreement are severable, and in the event any of them shall be held to be
invalid by any court, such clauses or covenants shall be limited as permitted
under applicable law, or, if the same are not susceptible to such limitation,
this Agreement shall be interpreted as if such invalid clauses or covenants
were not contained herein.


 


h.             This Agreement is made with reference to the laws of
the State of California and shall be governed by and construed in accordance
therewith.  Any litigation concerning or
to enforce the provisions of this Agreement shall be brought in the courts of
the State of California.


 


i.              It is intended that this Agreement be drafted and
administered in compliance with Code Section 409A, including, but not
limited to, any future amendments to Code Section 409A, and any other
Internal Revenue Service or other governmental rulings or interpretations (“IRS
Guidance”) issued pursuant to Code Section 409A so as not to subject the
Executive to payment of interest or any additional tax under Code Section 409A.  In furtherance thereof, if payment or
provision of any amount or benefit hereunder that is subject to Code Section 409A
at the time specified herein would subject such amount or benefit to any
additional tax under Code Section 409A, the payment or provision of such
amount or benefit shall be postponed to the earliest commencement date on which
the payment or provision of such amount or benefit could be made without
incurring such additional tax.  In
addition, to the extent that any IRS Guidance issued under Code Section 409A
would result in Executive being subject to the payment of interest or any
additional tax under Code Section 409A, the parties agree to amend this
Agreement in order to avoid the imposition of any such interest or additional
tax under Code Section 409A, which amendment shall have the minimum
economic effect necessary and be reasonably determined in good faith by
Employer and Executive.


 


[Signature
Page Follows]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Executive Employment Agreement as of the date first above written.


 


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Samuel
  S. Lee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  Prospect
  Medical Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


[Signature
Page of Amended and Restated Executive Employment Agreement]


 


11