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EXHIBIT 10.26
SECOND AMENDMENT TO
SPLIT-DOLLAR AGREEMENT
This amendment made on August 4, 1999 by and between Chemed Corporation
(the "Corporation"), a Delaware corporation, and _________________ ("Employee"),
who hereby agree as follows:
1. Recitals
(a) The Corporation and the Employee are parties to a
Split Dollar Agreement dated as of ____________ and
amended ____________ (the "Agreement")
2. (a) Paragraph 4.3 of the Agreement is hereby amended to
read in its entirety as follows:
"4.3 The premium advances by the Corporation
pursuant to paragraph 4.1 and the bonus payments to
the Employee pursuant to paragraph 4.2 shall continue
with respect to annual premiums due under the Policy
until the later of (i) the date on which the Employee
reaches age 65, (ii) the date on which the Employee's
employment with the Corporation is terminated, or
(iii) if a Change of Control (as defined in Exhibit A
to this Agreement) occurs while the Employee remains
employed by the Corporation, the expiration date
specified in the employment agreement between
Employee and the Company (without regard to any early
termination of such agreement).
(b) "Immediately upon a Change in Control, the
Corporation shall cause a lump-sum payment to be made
to a "rabbi" trust (or other funding vehicle
acceptable to the Employee) that represents the
present value of all payments that would be required
to be made by the Corporation under paragraphs 4.1
and 4.2 until the date the Employee reaches age 65,
with such present value to be determined based on the
applicable federal rate (compounded annually) under
Section 1274(d) of the Internal Revenue Code on the
date of the Change in Control. All such funds shall
be administered and
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disbursed in accordance with the terms of this
Agreement. The Corporation shall promptly pay upon
demand any reasonable legal fees incurred by the
Employee in connection with any enforcement of
his/her rights under this Agreement upon a Change in
Control."
(c) Exhibit A of the Agreement hereby reads in its
entirety as follows:
" 'Change of Control' shall mean the
occurrence of one of the following events: (i) any
Person becomes a beneficial owner, directly or
indirectly, of securities of Chemed Corporation (the
"Company") representing 30 percent or more of the
combined voting power of the Company's then
outstanding voting securities; (ii) the expiration of
a tender offer or exchange offer, other than an offer
by the Corporation, pursuant to which 20 percent or
more of the shares of the Corporation's Capital Stock
have been purchased; (iii) the stockholders of the
Corporation have approved (a) an agreement to merge
or consolidate with or into another corporation and
the Corporation is not the surviving corporation or
(b) an agreement to sell or otherwise dispose of all
or substantially all of the assets of the Corporation
(including a plan of liquidation); or (iv) during any
period of two consecutive years, individuals who at
the beginning of such period constitute the Board of
Directors cease for any reason to constitute at least
a majority thereof, unless the nomination for the
election by the Corporation's stockholders of each
new director was approved by a vote of at least
one-half of the persons who were directors at the
beginning of the two-year period."
3. General
Except as specifically amended herein, the Agreement will
remain in full force and effect in accordance with its original terms,
conditions, and provisions.
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IN WITNESS WHEREOF, the parties have duly executed this amendatory
agreement as of _______________, 1999.
CHEMED CORPORATION
_______________________ By: ____________________________
Witness
_______________________ By: ____________________________
Witness Employee
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SCHEDULE TO EXHIBIT 10.26
Insured Date of Amendment
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XXXXX X. XXXXXXXX 8/4/99
PRESIDENT
XXXXXXX X. X'XXXXX 8/4/99
EXECUTIVE VICE PRESIDENT
AND TREASURER
XXXX X. XXXX 8/4/99
EXECUTIVE VICE PRESIDENT
XXXXXX X. XXXXXX 8/4/99
VICE PRESIDENT
XXXXXX X. XXXXXX 8/4/99
VICE PRESIDENT AND
CONTROLLER
