EXHIBIT 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and
entered into as of June 17, 2003 by and between Xxxxxxx X. Xxxxxxxx, Xx., an
individual resident of the State of Georgia ("Employee"), and Horizon Medical
Products, Inc., a Georgia corporation (the "Employer");
W I T N E S S E T H:
WHEREAS, Employee and Employer entered into that certain Employment
Agreement dated March 16, 2002, as amended by Amendment to Employment Agreement
dated September 16, 2002, and by Amendment to Employment Agreement dated March
7, 2003 (together, the "Employment Agreement"), and desire to further amend the
Employment Agreement in the manner hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto intending to be legally bound, hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby deleted and
inserted in lieu thereof is the following Section 1:
Section 1. Employment.
Subject to the terms hereof, Employer agrees to
continue to employ Employee, and Employee hereby agrees to
continue his employment with Employer. Employee will serve as
President of Employer through June 30, 2003, but thereafter
shall no longer serve as President of Employer. Commencing
July 1, 2003 and for the remainder of the Term of employment
hereunder, Employee will serve as Vice-Chairman of Employer.
Through June 30, 2003, Employee agrees to devote his full
business time and best efforts to the performance of the
duties that the Chief Executive Officer or the Board of
Directors of Employer (the "Board of Directors") may assign
Employee from time to time. Commencing on July 1, 2003 and for
the remainder of the Term of employment hereunder, Employee
shall devote his best efforts and such time as Employee and
the Chief Executive Officer of Employer deem necessary to
coordinate with the Audit Committee of the Board of Directors
and the management of Employer the implementation of actions
necessary for Employer's compliance with the Xxxxxxxx-Xxxxx
Act and compliance with new Xxxxxxxx-Xxxxx related rules and
regulations, if any, promulgated by the American Stock
Exchange.
2. The lead-in language of Section 2 of the Employment Agreement,
prior to subsection (a) of Section 2, is hereby deleted in its entirety and the
following lead-in language is hereby inserted in Section 2 in lieu thereof:
The term of Employee's employment hereunder (the
"Term") shall be from March 16, 2002 (the "Effective Date")
until the earlier of (i) January 31, 2004, or (ii) the
occurrence of any of the following events: . . .
3. Section 3.1(a) of the Employment Agreement is hereby amended
by deleting the first sentence in Section 3.1(a) from the Employment Agreement
and by inserting in lieu thereof the following provision:
Employee will be paid a salary (the "Salary") of not
less than Two Hundred Twenty Five Thousand Dollars
($225,000.00) per annum, less deductions and withholdings
required by applicable law, through June 30, 2003. Commencing
on July 1, 2003 and for the remainder of the Term of
employment hereunder, the Salary shall be One Hundred Twelve
Thousand Five Hundred Dollars ($112,500.00) per annum, less
deductions and withholdings required by applicable law.
4. Section 3.2(a) of the Employment Agreement is hereby deleted
in its entirety and substituted in lieu thereof shall be the following new
Section 3.2(a):
(a) Except as hereinafter provided, upon the
termination of the employment of Employee hereunder for any
reason, Employee shall be entitled to all compensation and
benefits earned or accrued under Section 3.1 as of the
effective date of termination (the "Termination Date"), but
from and after the Termination Date no additional compensation
or benefit shall be earned by Employee hereunder. If
Employee's employment hereunder is terminated by Employer
pursuant to Section 2(c) hereof or if Employee voluntarily
leaves the employment of Employer at any time from March 16,
2003 through January 31, 2004 (in which event the Termination
Date will be the date on which Employee leaves employment),
then, in addition to any other amount payable hereunder,
Employer shall continue to pay Employee Salary of Two Hundred
Twenty Five Thousand Dollars ($225,000.00) per annum for
twelve (12) months after the Termination Date, in periodic
payments on the dates each month on which Employer's employees
are paid. In the event Employee is entitled to receive payment
under the preceding sentence, Employee shall continue to be
eligible to receive the benefits set forth in Section 3.1(c)
and Section 3.1(g) above during such twelve (12) months.
5. For purposes of Section 3.2(b) of the Employment Agreement,
Employee's annual Salary shall be deemed to be Two Hundred Twenty Five Thousand
Dollars ($225,000.00).
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6. Except as expressly amended above, all other provisions of the
Employment Agreement shall remain in full force and effect. This Amendment
inures to the benefit of, and is binding upon, Employer and its respective
successors and assigns and Employee, together with Employee's executor,
administrator, personal representatives, heirs, and legatees. This Amendment is
intended by the parties hereto to be the final expression of their agreement
with respect to the subject matter hereof and is the complete and exclusive
statement of the terms thereof, notwithstanding any representations, statements,
or agreements to the contrary heretofore made. This Amendment supersedes and
terminates all prior agreements and understandings between Employer and Employee
concerning the subject matter of this Amendment. This Amendment may be modified
only by a written instrument signed by all of the parties hereto. This Amendment
shall be deemed to be made in, and in all respects shall be interpreted,
construed, and governed by and in accordance with, the laws of the State of
Georgia without reference to its conflicts of law principles. This Amendment may
be executed in two or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
HORIZON MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, Chief Executive Officer
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
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