EXHIBIT 10.43
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIFTH AMENDMENT is made as of the 18th day of April, 2005, by and
between SELECT MEDICAL CORPORATION, a Delaware corporation (the "Employer"),
having an address c/o Select Medical Corporation, 0000 Xxx Xxxxxxxxxx Xxxx, X.X.
Xxx 0000, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and XXXXX X. XXXXX, an individual
(the "Employee"), residing at 00 Xxxxxxxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000.
BACKGROUND
A. Employer and Employee executed and delivered that certain Employment
Agreement, dated December 16, 1998 (the "Agreement"), pursuant to which Employer
employed Employee to serve as its Senior Vice President - Development and to
develop new long term acute care hospitals for Employer and to provide other
services for Employer's businesses. All capitalized terms not specifically
defined herein shall have the meanings ascribed to them in the Agreement.
B. The term of the Agreement was initially extended to December 31, 2001
by that certain First Amendment to Employment Agreement between Employer and
Employee, dated October 15, 2000. The term of the Agreement was later extended
to December 31, 2002 by that certain Second Amendment to Employment Agreement
between Employer and Employee, dated October 26, 2001. The term of the Agreement
was later extended to December 31, 2003 by that certain Third Amendment to
Employment Agreement between Employer and Employee, dated November 1, 2002. The
term of the Agreement was later extended to December 31, 2004 by that certain
Fourth Amendment to Employment Agreement between Employer and Employee, dated
December 31, 2003. Employer and Employee now desire to further extend the term
of the Agreement as hereinafter provided.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
covenant and agree as follows:
1. Amendment to Section 5(a). The second sentence of Section 5(a) is
hereby amended and restated as follows:
"This Agreement shall commence on the date hereof and remain in effect,
unless this Agreement is terminated by either party hereto, or extended by
the written agreement of both parties hereto, until December 31, 2005.
Thereafter, this Agreement shall continue in effect for additional periods
of one (1) calendar year each unless either party hereto shall, at least
sixty (60) days prior to the end of the then current term, notify the
other party hereto of its/his decision to terminate this Agreement
effective at the end of the term in which such notice is given."
2. No Other Modifications. Except as expressly amended hereby, the
Agreement shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
Employment Agreement to be executed the day and year first above written.
Employer:
SELECT MEDICAL CORPORATION, a Delaware
corporation
/s/ Xxxxxx X. Xxxxxxxx
By: ____________________________________
Xxxxxx X. Xxxxxxxx,
Chief Executive Officer
Employee:
/s/ Xxxxx X. Xxxxx
________________________________________
XXXXX X. XXXXX
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