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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated as of September
15, 1998 ("Amendment No. 1"), to the Employment Agreement dated as of April 17,
1998 (the "Employment Agreement"), by and between XXXXXX-FIELD HEALTH PRODUCTS,
INC., a Delaware corporation having its principal place of business at 000 Xxxxx
Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Company"), and XXXXXXX X. XXXXXXX,
an individual residing at 00 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive are parties to the
Employment Agreement and a certain Change in Control Agreement dated as of
August 16, 1993 (the "Initial Change in Control Agreement");
WHEREAS, the Company and the Executive desire to terminate the
Initial Change in Control Agreement in its entirety effective as of the date
hereof and enter into a new Change in Control Agreement effective as of the date
hereof (the "New Change in Control Agreement");
WHEREAS, the Company and the Executive desire to amend the
Employment Agreement to reflect the termination of the Initial Change in Control
Agreement, the execution of the New Change in Control Agreement and the
modification of certain terms and provisions of the Employment Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. TERMINATION OF INITIAL CHANGE IN CONTROL AGREEMENT.
Effective as of the date hereof, the Company and the Executive hereby agree that
the Initial Change in Control Agreement shall be terminated in its entirety and
shall be of no further force and effect.
2. THE NEW CHANGE IN CONTROL AGREEMENT. Effective as of the
date hereof, the Company and the Executive hereby agree that the New Change in
Control Agreement shall be in full force and effect.
3. AMENDMENT TO SECTION 7.12 OF THE EMPLOYMENT AGREEMENT.
Section 7.12 of the Employment Agreement shall be amended in its entirety to
provide as follows:
"Except for the Change in Control Agreement dated as of
September 15, 1998, between the Executive and the Company (the
"Change in Control Agreement") relating to payments to be made
to the Executive in the event of the
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termination of the Executive's employment with the Company
following a Change in Control (as defined therein), this
Agreement constitutes the entire understanding and agreement
of the parties with respect to the subject matter of this
Agreement, and any and all prior agreements (other than the
Change in Control Agreement), understandings or
representations are hereby terminated and cancelled in their
entirety; provided that notwithstanding anything to the
contrary contained in this Agreement, in the event the
Executive's employment is terminated following a Change in
Control, the Executive shall be entitled solely to the amounts
and benefits payable under the Change in Control Agreement,
which shall be in lieu of any and all amounts payable under
this Agreement."
4. FULL FORCE AND EFFECT OF EMPLOYMENT AGREEMENT. Except as
provided herein, the Employment Agreement shall remain in full force and effect
in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of the date first above written.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
