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• AMENDMENT NO. 3 TO CITY MANAGER EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 3 is made and entered into effective March18, 2004 as an amendment to the City Manager Employment Agreement dated February 15, 2001 ("Agreement"), by and between the Town of Los Altos Hills ("Town") and Maureen Cassingham"). RECITALS A. The Town and Cassingham entered into the Agreement to set forth the terms and conditions by which Cassingham serves as City Manager for the Town. B. The Town now desires to amend the Agreement to grant Cassingham an extension of certain employment benefits for six months following her termination date, if she is terminated not for cause. AGREEMENT NOW, THEREFORE, in consideration of their mutual covenants, Town and Cassingham do hereby agree as follows: 1. Subsections [b] and [c] of Section 7.3 of the Agreement related to Severance are hereby amended to read as follows: "7.3 Severance. b. Severance Payment. The Severance Payment shall consist of an amount equal to six (6) months of Base Salary. The Severance Payment shall be delivered to Cassingham in full within ten (10) days of Cassingham's termination date. Delivery and acceptance of the Severance Payment shall comprise a full settlement and release between Cassingham and Town of any and all claims or damages and causes of action under this Agreement or its performance. c. Severance Benefit. The Severance Benefit shall extend certain employment benefits to Cassingham for six (6) months following her termination date, as specified herein. As of Cassingham's termination date, she shall cease accruing vacation time, sick leave, holidays, administrative leave or any other benefit except as provided herein. The Severance Benefit only extends the following employment benefits: 1) Health and Dental insurance as provided in Paragraph 4.1 herein;