EXHIBIT 10.6
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement, dated as of
December 1, 1998 (the "Amendment"), is by and between NATIONAL HOME HEALTH CARE
CORP., a Delaware corporation having an address at 000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000 (the "Company") and XXXXXX X. XXXXXX, an individual
having an address at 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the
"Employee").
WHEREAS, the Company and the Employee are parties to an
Employment Agreement dated as of November 1, 1997 (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
effective as of the date hereof such that: (i) "fourth" contained in Section 2
is changed to "fifth", and (ii) "$122,500" contained in Section 5(a) is changed
to "$140,000."
2. 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.
3. Applicable Law. This Amendment shall be negotiated and the
transactions contemplated hereby consummated and fully performed in the State of
New York and 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.
Nothing contained in this Amendment shall be construed so as to require the
commission of any act contrary to law, and whenever there is any conflict
between any provision of this Amendment and any statute, law, ordinance, order
or regulation, contrary to which the parties hereto have no legal right to
contract, the latter shall prevail, but in such event any provision of this
Amendment so affected shall be curtailed and limited only to the extent
necessary to bring it within the legal requirements.
4. Jurisdiction and Venue. It is hereby irrevocably agreed that
all disputes or controversies between the Company and Employee arising out of,
in connection with or relating to this Amendment shall be exclusively heard,
settled and determined by arbitration to be held in the City of New York, County
of New York, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association to be conducted before a single arbitrator, who shall be
either an attorney or retired judge licensed to practice law in the State of New
York. The parties also agree that judgment may be entered on the arbitrator's
award by any court having jurisdiction thereof and
the parties consent to the jurisdiction of any court located in the City of New
York, County of New York for this purpose.
5. Full Understanding. Employee represents and agrees that she
fully understands her right to discuss all aspects of this Amendment with her
private attorney, that to the extent, if any, that she desired, she availed
herself of this right, that she has carefully read and fully understands all of
the provisions of this Amendment, that she is competent to execute this
Amendment, that her Amendment to execute this Amendment has not been obtained by
any duress and that she freely and voluntarily enters into it, and that she has
read this document in its entirety and fully understands the meaning, intent and
consequences of this document which is that it constitutes an Amendment of
employment.
6. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first above written.
NATIONAL HOME HEALTH CARE CORP.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Chairman of the Board
/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
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