AMENDMENT TO MANAGEMENT AGREEMENT
Exhibit 10.50
AMENDMENT TO
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT
This AMENDMENT TO MANAGEMENT AGREEMENT (the “Amendment”), made as of the 29th day
of June, 2006, is entered into by VistaCare, Inc., a Delaware corporation with its principal place
of business at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxx 00000 (the “Company”), and
Xxxxxx X. Xxxxxx, an individual residing in Scottsdale, Arizona (“Xxxxxx”).
Recitals:
WHEREAS, pursuant to a Management Agreement dated May 17, 2004, entered into by the Company
and Xxxxxx (the “Agreement”), the Company agreed to provide certain payments and benefits to Xxxxxx
in the event Xxxxxx’x employment with the Company is terminated under certain circumstances; and
WHEREAS, Xxxxxx’x employment with the Company will be terminated on or about June 30, 2006
under circumstances entitling Xxxxxx to receive the payments and benefits provided for in the
Agreement; and
WHEREAS, Xxxxxx has requested that the Company consider amending the Non-competition and
Non-solicitation provisions contained in Section 8 of the Agreement, and the Company has agreed to
such amendments in consideration of Xxxxxx’x agreement to forgo all or some of the payments and
benefits provided for him under the Agreement; and
WHEREAS, the parties wish to amend the Agreement on the terms and conditions set forth in this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties hereto agree as follows:
1. Amendment to Section 8 of the Agreement. The parties agree that Section 8 of the
Agreement shall be amended as follows:
“8. Non-competition and Non-solicitation. The Executive agrees that prior to the
termination of the Executive’s employment with the Company for whatever reason, and thereafter for
one year:
(a) other than as provided in paragraph 8(c) below, the Executive will not directly or
indirectly, individually or as a consultant to, or employee, officer, director, stockholder,
partner or other owner of or participant in any business entity other than the Company, engage in
or assist any other person to engage in the business of providing hospice services in competition
with the Company or any of its subsidiaries; and
(b) the Executive will not directly or indirectly, individually or as a consultant to, or
employee, officer, director, stockholder, partner or other owner of or participant in any business
entity other than the Company, solicit or hire from the Company or any of its subsidiaries or
affiliates, or otherwise materially interfere with the business relationship of the Company or any
of its subsidiaries or affiliates with, (i) any person who is, or was within the six-month period
immediately prior to the termination of the Executive’s employment with the Company, employed by or
associated with the Company or any of its subsidiaries or affiliates or (ii) any person or entity
who is, or was within the six-month period immediately prior to the termination of the Executive’s
employment with the Company, a patient referral source for the Company or any of its subsidiaries
or affiliates.
(c) If, during the non-competition period of this Agreement, the Executive desires to become
employed by a competitor of the Company or engage in any other relationship not permitted under the
provisions of paragraph 8(a) above, Executive shall notify the Chief Executive Officer and the
General Counsel of the Company prior to the date of commencement of his employment or other
relationship with such competitor. In consideration of Executive’s agreement to waive and release
the Company from any and all obligations for payments and benefits from and after the date of
commencement of his employment or other relationship with such competitor, and provided Executive
has in good faith given the required notice, Company agrees to waive the non-competition
restrictions of such paragraph 8(a).”
2. No Other Amendment. The parties agree that all of the remaining terms and
conditions of the Agreement not amended pursuant to paragraph 1, above, shall continue in full
force and effect through the extended term of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year set forth
above.
| VISTACARE, INC. | ||||
| By | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx, CEO | ||||
| /s/ Xxxxxx X. Xxxxxx | ||||
| Xxxxxx X. Xxxxxx | ||||
