EXHIBIT 10.50
AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (the "Amendment") is made
as of the 21st day of December, 2001, by and between KINDRED HEALTHCARE
OPERATING, INC., a Delaware corporation (the "Company"), and XXXXX X.
XXXXXXXXXXX (the "Executive").
WHEREAS, the Company and Executive desire to amend the terms of the
Employment Agreement, between the Company and Executive (including any previous
amendments, collectively, the "Employment Agreement") pursuant to the terms of
this Amendment; and
WHEREAS, the Executive and the Company agree that the terms and
provisions of the Employment Agreement shall continue except as specifically
amended herein.
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements contained herein, and intending to be legally bound
hereby, the Company and Executive agree as follows:
1. Amendment to Section 7.
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Section 7 of the Employment Agreement shall be revised to insert the
following paragraph as Section 7(e).
(e) Termination in Transition Period. If Executive voluntarily
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terminates his employment during the Transition Period (as
defined), Executive shall be credited with an additional one
year of vesting of all outstanding stock option awards and shall
have 90 days in which to exercise such options. For purposes of
this Section 7(e), "Transition Period" shall mean the 180 day
period beginning on the six month anniversary of the first day
of employment of the Company's new president/chief operating
officer hired in 2002. Executive shall provide a Notice of
Termination to the Company's Chief Executive Officer to initiate
any rights under this Section 7(e).
2. Reaffirmation of Other Terms and Conditions.
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Except as expressly modified by this Amendment, all other terms and
provisions of the Employment Agreement shall remain in full force and effect,
unmodified and unrevoked, and the same are hereby reaffirmed and ratified by
the Executive and the Company as if fully set forth herein.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
KINDRED HEALTHCARE OPERATING, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx
Senior Vice President
and Chief Financial Officer
Solely for the purpose of Section 7(e)
KINDRED HEALTHCARE, INC.
/s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx
Senior Vice President
and Chief Financial Officer
/s/ Xxxxx X. Xxxxxxxxxxx
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XXXXX X. XXXXXXXXXXX
