EXHIBIT 10.3
FIRST AMENDMENT TO THE
MEDICAL STAFFING NETWORK, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This First Amendment (the "Amendment") to the Employment
Agreement, dated as of August 20, 2001, among Medical Staffing Network, Inc.
(the "Company"), MSN Holdings, Inc. ("Holdings") and Xxxxxx Xxxxxxx (the
"Executive") (the "Employment Agreement"), is entered into as of October 26,
2001.
WHEREAS, the Company, Holdings and the Executive are presently
parties to the Employment Agreement; and
WHEREAS, in consideration of the performance of future
services by the Executive, the Company, Holdings and the Executive desire to
amend the Employment Agreement as set forth herein.
NOW, THEREFORE, the Employment Agreement is hereby amended as
follows:
1. Section 6(g) is amended by adding new subsection (iv) to the end
thereof to read as follows:
(iv) Notwithstanding anything herein to the contrary, in no
event shall the transactions contemplated by the Merger
Agreement constitute a Change in Control hereunder.
2. Except as provided herein and to the extent necessary to give full
effect to the provisions of this Amendment, the terms of the Employment
Agreement shall remain in full force and effect.
[Signatures appear on following page]
IN WITNESS WHEREOF, the parties hereto have entered into this
Amendment effective as of the date first written above.
MEDICAL STAFFING NETWORK, INC.
By: /s/ Xxxxx X. Little
----------------------------------------
Name: Xxxxx X. Little
Title: Secretary
MSN HOLDINGS, INC.
By: /s/ Xxxxx X. Little
----------------------------------------
Name: Xxxxx X. Little
Title: Secretary
EXECUTIVE
/s/ Xxxxxx Xxxxxxx
---------------------------------------------
Xxxxxx Xxxxxxx
