THIRD AMENDMENT
THIS THIRD AMENDMENT to the Employment Agreement between MEDIQ
Incorporated ("MEDIQ") and Xxxxxxx X. Xxxxxxx (the "Executive"), dated as of
June 26, 1995, as previously amended by Amendments dated as of April 30, 1997
and September 30, 1997 (the "Employment Agreement"), is made by and between
MEDIQ and the Executive as of September 30, 1997.
BACKGROUND
The parties hereto desire to set forth the terms of Executive's
transition from MEDIQ by extending through September 30, 1998 the term of
Executive's employment pursuant to the Employment Agreement on the terms and
conditions as set forth therein, except as amended hereby.
NOW THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Section 1.2 of the Employment Agreement is hereby amended to read in
its entirety as follows:
1.2 Capacity and Duties.
(a) Executive resigns all of his positions as an officer of MEDIQ
and as an officer or director of any subsidiary of MEDIQ as of
September 30, 1997.
(b) During the term of his employment hereunder, Executive shall
perform such services for MEDIQ and its subsidiaries as may
reasonably be assigned to him, from time to time, by the Chief
Executive Officer of MEDIQ (the "CEO"). Such duties may include,
without limitation, the following:
(i) advising, consulting and assisting in transition matters
relating to the transfer of responsibilities to a successor
Senior Vice President of Finance and Chief Financial Officer;
and
(ii) advising, consulting and assisting in such other business
matters as requested by the CEO.
Unless expressly authorized by MEDIQ's Board of Directors or the
CEO, Executive shall not have, and shall not hold himself out as
having, any
authority to make any representations on behalf of MEDIQ nor to
execute any agreements on behalf of MEDIQ or otherwise to bind
MEDIQ to any obligation to third parties.
During the term of his employment hereunder, Executive shall not be
required to spend more than 45 hours per month on the performance
of his duties. Executive shall record the time spent by him on the
duties assigned by the CEO and shall submit a statement of such
time to the CEO, upon request from the CEO. Further, such duties
may be performed via telephone and/or by written communication and
shall not require Executive's presence at MEDIQ's facilities or his
travel outside of the greater Philadelphia area unless otherwise
mutually agreed by the parties.
2. Section 2.1 of the Employment Agreement is hereby amended to read
in its entirety as follows:
2.1 Term. The term of Executive's employment hereunder shall continue
through September 30, 1998, upon which such employment shall terminate
without notice or further action by any party. The one-year period
beginning October 1, 1997 and ending September 30, 1998 is referred to
herein as the "Contract Period."
3. Sections 3.1, 3.2, 3.3 and 3.4 of the Employment Agreement are
hereby amended to read in their entirety as follows:
3.1 Basic Compensation. As compensation for Executive's services
hereunder, during the Contract Period MEDIQ shall pay to Executive a
salary at the annual rate in effect for Executive as of September 1,
1997 (the "Base Salary"). Such Base Salary shall be payable throughout
the Contract Period in accordance with MEDIQ's regular payroll
practices in effect from time to time, less applicable withholding and
deductions.
3.2 Performance Bonus. Any performance bonus due to Executive pursuant
to Section 3.2 of the Agreement as in effect prior to this Third
Amendment that is earned or accrued as of September 30, 1997 (as
determined in accordance with GAAP), shall be payable to Executive in
accordance with the corporate policies of MEDIQ. No performance bonus
shall be payable to Executive with respect to fiscal years beginning
after September 30, 1997.
-2-
3.3 Employee Benefits.
(a) General Rule Regarding Benefits During Contract Period. Except
as otherwise provided in this Section 3.3, Executive shall be
entitled during the Contract Period to participate in all of
MEDIQ's employee benefit plans and benefit programs as may from
time to time be provided for employees of MEDIQ whose duties,
responsibilities and compensation are reasonably comparable to
those of Executive prior to October 1, 1997.
(b) Vacation. Payment for all accrued vacation pay owed to
Executive as of September 30, 1997 shall be made by MEDIQ to
Executive on the first payroll payment date in January 1998.
Executive shall not accrue vacation with respect to the Contract
Period.
(c) Automobile. During the Contract Period, MEDIQ shall continue to
provide Executive with the automobile currently assigned to him in
accordance with the terms of MEDIQ's executive benefits plan (the
reasonable expenses of which automobile shall be borne by MEDIQ).
(d) Incentive Compensation Plan. During the Contract Period, MEDIQ
shall cause Executive to be included at "Level A" in its Incentive
Compensation Plan.
(e) Directors' and Officers' Liability Insurance. During the
Contract Period, Executive shall be covered as an insured under
such Directors' and Officers' Liability insurance as MEDIQ
maintains generally for its Officers and Directors.
3.4 Expense Reimbursement. During the Contract Period, MEDIQ shall
reimburse Executive for all reasonable expenses incurred by him in the
performance of his duties hereunder in accordance with its regular reimbursement
policies as in effect from time to time and upon receipt of itemized vouchers
therefor and such other supporting information as MEDIQ may reasonably require.
4. The last sentence of Section 3.5(a) is amended to read as follows:
-3-
3.5 Transaction Compensation.
(a) * * * The term "Applicable Period" shall mean the Contract
Period.
5. Sections 4.2, 4.3 and 4.4 of the Agreement are deleted in their
entirety.
6. Except as expressly modified herein, all other terms and conditions
set forth in the Employment Agreement shall remain in full force and effect.
7. This Third Amendment has been duly authorized, executed and
delivered by each of the parties hereto in accordance with Section 6.6 of the
Employment Agreement.
MEDIQ Incorporated
By:
------------------------------
Xxxxxx X. Xxxxxxx, President
----------------------------------
Date
----------------------------------
Xxxxxxx X. Xxxxxxx
----------------------------------
Date
-4-
