Amendment No. 2 to Employment Agreement
Amendment Number 2 to the Employment Agreement dated as of December 21, 2004 (the “Agreement”) by and
between Active Health Management Inc. (“Company”), a Delaware corporation and Lonny Reisman, M.D.
WHEREAS, the Company and Executive have previously entered into the Agreement;
WHEREAS, Executive Aetna Inc., a Pennsylvania Corporation (“Aetna”) and the Company have entered into
amendment to the Agreement dated May 12, 2005;
WHEREAS, Aetna and Executive wish to further amend the Agreement to comply with Section 409A of the
Internal Revenue Code of 1986 and the regulations issued thereunder (“Section 409A”);
NOW, THEREFORE , the Agreement is hereby amended effective December 31, 2008, as follows:
1. New Paragraph 24 is added as follows:
“24. 409A Compliance .
When used in connection with any payments subject to Section 409A required to be made
hereunder, the phrase “termination of employment” and correlative terms shall mean separation
from service as defined in Section 409A. In addition, to the extent any payment payable hereunder
constitutes “deferred compensation” within the meaning of Section 409A and is payable or
commences to be payable hereunder upon and solely by reason of Executive’s termination of
employment, such payment shall commence or be payable as soon as, but not later than, the date
Executive experiences a “Separation from Service”, subject to Paragraph 7(b).
Nothing in this Agreement shall require the Company to, and the Company shall not, accelerate the
payment of any amount that constitutes “deferred compensation” within the meaning of Section
409A, except to the extent permitted under Section 409A.
Any reimbursements or in-kind benefits provided under this Agreement shall be administered in
accordance with Section 409A, such that: (I) the amount of expenses eligible for reimbursement, or
in-kind benefits provided, during one year shall not affect the ex