FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement, dated as of July 1,
1996 (the "Amendment"), is by and between NATIONAL HOME HEALTH CARE CORP., a
Delaware corporation having an address at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxx
Xxxx, Xxx Xxxx 00000 (the "Company") and XXXXXXX XXXXXXXX, an individual
residing at 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Employee").
WHEREAS, the Company and the Employee are parties to an Employment
Agreement dated as of August 1993 (the "Agreement"); and
WHEREAS, the Company and the Employee desire to amend the Agreement
in certain respects.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions hereinafter set forth, the parties hereby agree as
follows:
1. Amendment to the Agreement. The Agreement hereby is amended as of
July 1, 1996, as follows:
(a) The first sentence of Paragraph 2 of the Agreement
hereby is amended such that the amount "$93,600" contained therein
hereby is changed to "$150,000" and the word "first" contained
therein hereby is changed to "third".
(b) The third sentence of Paragraph 2 of the Agreement
hereby is amended such that the word "two" contained therein hereby
is changed to "three".
(c) New Sections 11 and 12 contained in Annex A attached
hereto hereby are added in their entirety to the Agreement
immediately following Section 10 thereof and each subsequent section
of the Agreement hereby is renumbered accordingly.
2. Counterparts. This Amendment may be signed in one or more
counterpart copies, each of which constitutes an original, but all of which,
when taken together, shall consti tute one agreement binding upon all of the
parties hereto.
3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
conflicts of law rules thereof.
4. Agreement to Continue as Amended. Except as modified and amended
by this Amendment, the Agreement shall remain and continue in full force and
effect after the date hereof.
IN WITNESS WHEREOF, the parties hereunto have executed and delivered
this Amendment as of the date first written above.
NATIONAL HOME HEALTH CARE CORP.
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxxxx Xxxxxxx
Title:
/s/ Xxxxxxx Xxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxx
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ANNEX A
11. Change in Control Bonus. In the event of a Change in Control, as
defined below, the Company promptly shall pay to Employee a lump-sum amount
equal to one-half of Employee's Salary at the time of the occurrence of such
Change in Control. The Company hereby agrees to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement. For purposes
of this Agreement, a "Change in Control" shall have occurred if:
a. any "person", as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities;
b. during any period of not more than two consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in clause (a),
(c) or (d) of this Section) whose election by the Board or nomination for
election by the Company's shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;
c. the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or
d. the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
12. Assignment. Neither this Agreement, nor any of Employee's rights,
powers, duties or obligations hereunder, may be assigned by Employee. This
Agreement shall be binding upon and
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inure to the benefit of Employee and his heirs and legal representatives and the
Company and its successors and assigns. Successors of the Company shall include,
without limitation, any corporation or corporations acquiring, directly or
indirectly, all or substantially all of the assets of the Company, whether by
merger, consolidation, purchase, lease or otherwise, and such successor shall
thereafter be deemed "the Company" for the purpose hereof.
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