EXHIBIT 10.58
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment")
is made as of August 2, 2000, by and between Coram Healthcare Corporation, a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx ("Executive").
RECITALS
A. The parties previously made and executed that certain
Employment Agreement, effective November 30, 1999, that was subsequently amended
effective as of November 30, 1999 and as of April 6, 2000 (collectively, the
"Employment Agreement").
B. Each of the parties desires to amend the Employment
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises set forth
above and the covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Executive hereby agree as follows:
1. AMENDMENT. Section 3(j) of the Employment Agreement
is hereby amended by deleting such section in its entirety and replacing it
with the following provision:
In addition to the Base Salary and any other bonuses payable under the
Agreement, Executive shall also earn a success bonus in the amount of
$1,800,000 (the "Success Bonus"), upon confirmation of a plan of
reorganization of the Company and its subsidiary Coram, Inc. ("CI")
that has been confirmed by this Board of Directors that includes a
"Refinancing" (as that term is defined below) of the Company's
"Principal Debt Instruments" (as that term is defined below). Such
Success Bonus shall be paid immediately upon the effective date of such
plan of reorganization from Free Cash or any credit instrument to which
the Company is a party and from which the Company may borrow funds as
of the time such success bonus is due.
The term "Principal Debt Instruments" shall mean (a) the Revolving
Credit Facility; and (b) that certain Securities Exchange Agreement,
dated as of May 6, 1998, as amended, by and between the Company; Coram,
Inc.; Cerberus Partners, L.P.; Xxxxxxx Xxxxx Credit Partners, L.P.; and
Foothill Capital Corporation and the Series A and Series B Notes issued
pursuant thereto.
The term "Refinancing" shall mean a transaction or series of related
transactions approved by the Company's Board of Directors that provides
for either: (a) the conversion of some or all of the Principal Debt
Instruments into a combination of new debt instruments and shares of
common or preferred stock issued by the Company or CI; or (b) the
conversion of the Principal Debt Instruments into new debt instruments
issued by the Company or CI.
2. COUNTERPARTS. This Amendment may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same instrument.
3. MISCELLANEOUS. Except as expressly amended by this Amendment,
the Employment Agreement shall continue in full force and effect in accordance
with the provisions thereof. As used in the Employment Agreement, the terms
"hereinafter," "hereto," hereof, and other words of similar import shall, unless
the context otherwise requires, mean the Employment Agreement as amended by
this Amendment. In the event of any conflict or inconsistency between the terms
and conditions of the Employment Agreement and the terms and conditions of this
Amendment, the terms and conditions of this Amendment shall control. All terms
appearing in this Amendment with initial capitalization shall have the meanings
ascribed to them in the Agreement, unless otherwise defined herein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
CORAM HEALTHCARE CORPORATION EXECUTIVE
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
Title: Senior Vice President
and Secretary
2
