EXHIBIT 10.10
AMENDMENT NO. 5 TO
EMPLOYMENT AGREEMENT
This is an Amendment, dated as of February 24, 2005 (the
"Amendment"), to the Employment Agreement made as of the 1st day of March, 2000,
by and between SELECT MEDICAL CORPORATION, a Delaware corporation (the
"Employer"), and XXXXX X. XXXXXXXX, an individual (the "Employee").
Background
A. The Employer and the Employee executed and delivered that certain
Employment Agreement, dated as of March 1, 2000, that certain Amendment No. 1 to
Employment Agreement, dated as of August 8, 2000, that certain Amendment No. 2
to Employment Agreement, dated as of February 23, 2001, that certain Amendment
No.3 to Employment Agreement, dated as of April 24, 2001, and that certain
Amendment No. 4 to Employment Agreement, dated as of September 17, 2001 (as
amended, the "Employment Agreement").
B. On October 17, 2004, Select Medical Holdings Corporation (f/k/a
EGL Holding Company), a Delaware corporation ("Holdings"), EGL Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Holdings ("EGL"),
and the Employer entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which, upon the terms and subject to the conditions set
forth therein, EGL will merge with and into the Employer (the "Merger") with the
Employer continuing as the surviving corporation.
C. On October 17, 2004, Holdings, the Employee and certain other
individuals and entities party thereto entered into an Agreement (the "Rollover
Agreement") pursuant to which, among other things, the Employee agreed to
contribute his shares of stock in the Employer to Holdings in exchange for
shares of stock of Holdings and to amend the Employment Agreement as set forth
herein.
D. In consideration of the Employee's continued employment with the
Company and other good and valuable consideration, including the mutual
covenants and agreements contained in the Rollover Agreement, the receipt and
sufficiency of which is hereby acknowledged, the Employer and the Employee
hereby agree, intending to be legally bound hereby, as follows (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the Employment Agreement).
Agreement
1. The Merger and other transactions contemplated by the Merger
Agreement shall not be treated as a Change of Control under the terms and
provisions of the Employment Agreement and the Employee shall forgo any change
of control or similar payments that the Employee would otherwise be entitled to
receive under such provisions if the Merger or other transactions contemplated
by the Merger Agreement or the Rollover Agreement would have been treated as a
Change of Control (including any gross-up or payments, or to reimburse the
Employee, for excise taxes resulting from such payments or other benefits
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provided under the Employment Agreement or otherwise in connection with the
Merger and other transactions contemplated by the Merger Agreement or the
Rollover Agreement).
2. For the avoidance of doubt, it is understood that the
aforementioned provisions shall remain in effect with respect to any future
Change of Control and, except as amended hereby, the Employment Agreement shall
continue in effect in accordance with its terms.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first set forth above.
The Employer:
SELECT MEDICAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
____________________________________
Xxxxxxx X. Xxxxxx
Senior Vice President
The Employee:
/s/ Xxxxx X. Xxxxxxxx
________________________________________
Xxxxx X. Xxxxxxxx
