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EXHIBIT 10.3
AMENDMENT NO. 2
TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this "Amendment"), dated
as of April 23, 1999 amends that certain Employment Agreement, dated as of
October 13, 1995, as amended as of June 30, 1998 (collectively, the "Employment
Agreement") between Coram Healthcare Corporation, a Delaware corporation (the
"Company") and Xxxxxx X. Xxxxxx (the "Executive"), and is made and entered into
with reference to the facts described below. All terms appearing in this
Amendment with initial capitalization shall have the meanings ascribed to them
in the Employment Agreement, unless otherwise defined herein.
RECITALS
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to revise the duties of the Executive and the related compensation
payable to the Executive to reflect such change and to reflect such other
changes as are set forth in this Amendment;
NOW, THEREFORE, in consideration of the foregoing, the parties hereby
agree as follows:
1. Amendments to Employment Agreement.
1.1 Section 2 of the Employment Agreement is hereby amended by deleting
the entire section and substituting the following in its place:
2. Position and Duties. During the Employment Period,
Executive shall serve as the Chairman of the Board of the Company and
shall have the normal duties, responsibilities and authority of the
Chairman of the Board. In addition, the Executive shall make himself
available to the President, Chief Financial Officer, Chief Operating
Officer and other appropriate members of the senior management team of
the Company to assist in the transition of his duties as Chief
Executive Officer to the President or to another officer designated by
the Company's Board of Directors. The Executive shall also make himself
available to assist in pursuing other Company business as reasonably
requested from time to time by the Company provided that such tasks
shall not require more than two (2) days per month of time from the
Executive. If more than two (2) days of service are performed by the
Executive at Company's request, Company shall pay Executive at the rate
of $2,500 per day.
1.2 Paragraph (a) of Section 3 of the Employment Agreement is hereby
amended by deleting the paragraph in its entirety and substituting the following
in its place:
(a) During the Employment Period, Executive's base salary shall be
$100,000 per annum (the "Base Salary") payable in cash and in accordance with
the Company's general payroll
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practices. Executive shall accept such Base Salary in lieu of any other fees
that may be payable to him for his service as a member of the Company's Board of
Directors existing as of the date hereof.
1.3 Paragraph (b) of Section 3 of the Employment Agreement is hereby
amended by deleting the paragraph in its entirety.
1.4 Section 4 of the Employment Agreement is hereby amended by deleting
the second sentence of such Section and replacing it with the following:
Following the termination of the Employment Period,
Executive shall not be required to resign as a
director of the Company and its subsidiaries and may
remain as a director of the Company with the consent
of the remaining members of the Company's Board of
Directors, subject to stockholder approval at the
next meeting of such stockholders at which the
directors are elected.
2. Stock Option Agreement Amendment. The Company and Executive agree to amend
Executive's Stock Option Agreement dated May 16, 1997 to provide that any
options to purchase shares of the Company's $.001 par value common stock that
are scheduled to vest in the year 2000 shall vest and become exercisable on May
14, 2000. In addition, all stock option agreements between Xx. Xxxxxx and the
Company shall be amended to provide that all outstanding options shall remain
exercisable through 5:00 p.m., Denver, Colorado time on May 14, 2001, unless
otherwise terminated in accordance with their terms.
3. Miscellaneous.
3.1 This Amendment shall be binding upon the parties hereto, their
successors, assigns and legal representatives. This Amendment may be executed in
several counterparts, each of which is deemed to be an original and all of which
taken together constitute one and the same agreement among the parties.
3.2 Except as expressly amended by this Amendment, the Employment
Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used in the Employment Agreement, the terms
"hereinafter," "hereto," hereof, and other words of similar import shall, unless
the context otherwise requires, mean the Employment Agreement as amended by this
Amendment. In the event of any conflict or inconsistency between the terms and
conditions of the Employment Agreement and the terms and conditions of this
Amendment, the terms and conditions of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
CORAM HEALTHCARE CORPORATION EXECUTIVE
By:
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Name: Xxxxxx X. Xxxxxx
Title: