EXHIBIT (a)(13)
AMENDMENT TO
EMPLOYMENT AGREEMENT
DATED AS OF JULY 7, 2003, AND
AMENDED DECEMBER 9, 2003,
BY AND BETWEEN
GENESIS HEALTH VENTURES
AND
XXXX XXXXXXX
This Amendment (this "Amendment") is entered into as of June
18, 2004 by and among Xxxx Xxxxxxx (the "Executive") and Neighborcare, Inc.
(f.k.a., Genesis Health Ventures, Inc.) (the "Company"), with regard to that
certain Employment Agreement entered into by and between the Executive and the
Company and dated as of July 7, 2003, and amended December 9, 2003 (the
"Agreement"). All capitalized terms used herein without definition will have the
meaning given them in the Agreement.
WHEREAS, the Executive is currently employed by the Company;
WHEREAS, the terms of the Executive's employment are currently
governed by the Agreement;
WHEREAS, the Company and the Executive wish to amend the terms
of the Agreement effective as of the date hereof on the terms and conditions set
forth herein; and
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the Company and the Executive have agreed and do hereby
agree as follows:
1. The following Section shall be added after Section 6.7 of the Agreement:
"6.8 Change in Control Equity Vesting. Notwithstanding anything to the
contrary contained in an equity compensation plan of the Company or in
any award agreements granted thereunder, unless otherwise specifically
provided by a specific reference to this Agreement in an equity
compensation plan of the Company or in any award agreements granted
thereunder, upon a Change in Control, any and all equity-based
compensation awards held by the Executive that are outstanding as of a
Change in Control and which are not then exercisable or vested shall
vest in full and become immediately exercisable."
2. Except as explicitly set forth herein, the Agreement will remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
NEIGHBORCARE, INC.
By: /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Senior Vice President,
General Counsel and
Corporate Secretary
By order of the board of directors
/s/ Xxxx X. Xxxxxxx
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XXXX XXXXXXX
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