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Exhibit 10.26
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT dated as of December 4, 2000 (the
"Amendment") to that certain EMPLOYMENT AGREEMENT dated as of August 1, 1996
(the "Original Employment Agreement"), as amended by that certain First
Amendment to Employment Agreement dated as of December 4, 1999 (the "First
Amendment", and together with the Original Employment Agreement, the "Employment
Agreement"), is made by and between BALANCED CARE CORPORATION, a Delaware
corporation with a principal office at 0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, XX
00000, on behalf of it and each of its subsidiaries (the "Company"), and XXXX X.
XXXXXXXXX, an individual residing at 0000 Xxxx Xxxx Xxxx, Xxxxxxxxxxxxx, XX
00000 (the "Employee").
WITNESSETH
WHEREAS, the Company and the Employee desire to amend the
Employment Agreement as more specifically set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:
Section 1. Amendment to Employment Agreement. The first paragraph of Section
5(e) of the Employment Agreement shall be amended and restated as follows:
"Good Reason. If the Employee resigns or retires for Good Reason within
a reasonable time following the occurrence of any one or more of the
events described below at subsections (i), (ii), (iii), (iv), (v),
(vii) or (viii) or if the Employee resigns or retires for Good Reason
on or before June 11, 2001 following the occurrence of the event
described in subsection (vi), each as defined below, his employment
under this Agreement shall terminate immediately and the Company shall
have the obligations set forth in Section 6(g) hereof. For the purpose
of this Agreement, "Good Reason" shall mean, absent the Employee's
express written consent, the occurrence of one or more of the
following:"
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Section 2. Employment Agreement in Effect. Except as specifically set forth in
Section 1 of this Amendment, all other terms, conditions and provisions of the
Employment Agreement shall remain in full force and effect.
Section 3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
Section 4. Counterparts. This Amendment may be executed by the parties in two or
more counterparts, each of which shall be deemed to be an original, but all such
counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
Employee:
/s/Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
BALANCED CARE CORPORATION
By: /s/Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
Chairman, Compensation Committee