Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement, dated as of November 17,
2004 ("Amendment No. 1"), amends the Employment Agreement, dated September 24,
2001(the "Initial Employment Agreement"), between Xxxxx X. Xxxxx (the
"Executive") and Allied Healthcare International Inc., a New York corporation
(the "Company").
WHEREAS, pursuant to the Initial Employment Agreement, the Executive
has been serving as the Chief Operating Officer and President of the Company;
WHEREAS, on January 15, 2004, the Executive also became the Chief
Executive Officer of the Company;
WHEREAS, the Executive and the Company desire to amend the Initial
Employment Agreement in the manner hereinafter set forth;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Section 1 of the Initial Employment Agreement is hereby amended to
read in its entirety as follows:
SERVICES. The Company hereby agrees to employ you, and you hereby
agree to be employed by the Company, on the terms and conditions
hereinafter set forth. You will serve as Executive Vice President of
the Company, and will render such services and perform such duties for
the Company and its direct and indirect subsidiaries (collectively,
with the Company, the "Company Group") as the Chief Executive Officer
of the Company (the "CEO") or the Board of Directors may from time to
time reasonably assign to you. You will, in addition, hold such
offices, directorships and other positions with the Company Group to
which you may from time to time be elected or appointed. Your authority
shall be subject at all times to the direction and control of the Board
of Directors and the CEO, and to the discretion of the Board of
Directors to determine the policies of the Company Group. You agree to
serve the Company Group to the best of your ability and to devote
substantially all of your working time, attention, energy and skills
exclusively to the business and affairs of the Company Group and to the
promotion and advancement of its interests.
2. Section 2(a) of the Initial Employment Agreement is hereby
amended to read in its entirety as follows:
(a) During your employment hereunder, you shall receive a base
salary at the rate of Two Hundred Thousand Dollars ($200,000) per
annum payable in accordance with the Company's normal payroll
practices.
3. Section 3(a)(i) of the Initial Employment Agreement is hereby
amended to read in its entirety as follows:
(i) Subject to the occurrence of a Termination Event (as defined
below), your employment under this Agreement shall be effective for a
period of time (the "Term") starting on the date of the Initial
Employment Agreement and continuing until May 17, 2006.
4. Section 3(a)(ii) of the Initial Employment Agreement is hereby
amended by deleting clause (E) thereof.
5. In Section 3(c) of the Initial Employment Agreement and in the
introductory paragraph of the Initial Employment Agreement, the words "President
and Chief Operating Officer" of the Company are hereby replaced with the words
"Executive Vice President" wherever they appear.
6. Section 8 of the Initial Employment Agreement is hereby amended to
read in its entirety as follows:
8. SEVERANCE COMPENSATION. In the event your employment is terminated
by the Company for any reason whatsoever (other than your death or
disability or the termination of your employment for "cause"), or if at
any time during the Term of this Agreement you terminate your
employment for "good reason," then (i) all stock options you hold in
the Company's common stock or the securities of its subsidiaries shall
vest immediately; (ii) you shall be entitled to receive your salary, as
set forth in Section 2(a), through the end of the Term, payable in
accordance with the Company's normal payroll practices; and (ii) the
Company shall provide to you for a period of twelve (12) months
following the date of termination, at the expense of the Company, the
Company benefits to which you have been entitled immediately prior to
the date of termination, provided that if at any time during such
twelve (12) month period, you become entitled to or otherwise obtain
some or all of such benefits, then the obligation of the Company to
provide you with those benefits shall immediately cease.
7. The third paragraph of Section 9 of the Initial Employment Agreement
is hereby amended to read in its entirety as follows:
With a copy to:
Xxxxx Raysman Xxxxxxxxx Xxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
8. The Executive affirms that the representations and warranties set
forth in Section 7 of the Initial Employment Agreement are true and correct, as
if made as of the date of this Amendment No. 1.
9. Except as amended hereby, the Initial Employment Agreement shall
remain in full force and effect.
10. Nothing contained in this Amendment No. 1 shall (a) effect or
impair the right of the Executive to receive the special compensation of
$1,000,000 granted to her by the Board of Directors on November 16, 2004 for
past services rendered to the Company or (b) effect or impair the rights and
obligations of the parties under that certain Deed of Restrictive Covenants,
dated _________ 1999, between the Executive and Transworld Healthcare UK,
Limited (now known as Allied Healthcare Holdings Limited).
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date set forth above.
ALLIED HEALTHCARE INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name:
Title:
/s/ Xxxxxxx Xxxxxx
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Witness
XXXXX X XXXXX
/s/ Xxxxx X. Xxxxx
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/s/ Xxxxxxx Xxxxxx
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Witness
