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EXHIBIT 10.2
AMENDMENT NO. 1
TO THE
EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into the 8th day of Sept, 1995, by
and between GUILFORD OF MAINE, INC., a corporation organized under the laws of
the State of Delaware, U.S.A. (the "Company"), and XXXXX X. XXXXXXX (the
"Employee").
WITNESSETH:
WHEREAS, the Company and the Employee have previously entered into an
agreement for the employment of the Employee by the Company (the "Employment
Agreement");
WHEREAS, the Company and the Employee have agreed to amend the terms
of such Employment Agreement as provided herein;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration,
the Employment Agreement is hereby amended as follows:
1.
Paragraph 5(c) of the Employment Agreement is hereby amended by
adding the following paragraph at the end of the current Paragraph:
"Notwithstanding any provision of this Agreement to the
contrary, if Employee's employment is terminated (whether by the
Company or by Employee) under circumstances that would entitle him to
receive benefits under his agreement with the Company providing
compensation and benefits for terminations following a "change in
control" of the Company (as defined in such agreement), then any such
termination shall be treated under this Agreement as a termination by
the Company without Cause and the Employee shall be entitled to the
compensation and benefits set forth above for the time periods
provided in this Paragraph 5(c). If Employee becomes entitled to
compensation and benefits under this Paragraph 5(c) and such payments
are considered to be severance payments contingent upon a change in
control under Internal Revenue Code Section 280G, Employee shall be
required to be willing to perform the duties and job he was
performing under this Agreement at the time of the change in control
and, if such offer is rejected, to mitigate damages (but only with
respect to amounts that would be treated as severance payments) by
reducing the amount of severance payments he is entitled to receive by
any compensation and benefits he earns from subsequent employment
(but shall not be
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shall not be required to seek such employment) during the 24-month
period after termination (or such lesser period as he is entitled to
compensation and benefits under this Agreement)."
2.
This Amendment No. 1 is effective as of the date first written above.
Except as hereby amended, the provisions of the Employment Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized officer, and the Employee has executed this
Agreement, all as of the date first written above.
GUILFORD OF MAINE, INC.
By: /s/ Xxx X. Xxxxxxxx
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Name: XXX X. XXXXXXXX
Title: CHAIRMAN
EMPLOYEE
/s/ Xxxxx X. XxXxxxx
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Xxxxx X. XxXxxxx
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