EXHIBIT 10.4
November 3, 2003
Xxxxxx X. Xxxxxxxxxx
0000 X.X. Xxxxx Xxx
Xxxxxx, XX 00000-0000
Re: Amendment to Executive Retention Agreement
Dear Xxxxx,
This letter agreement serves to amend the Executive Retention Agreement dated as
of September 1, 2000, by and between you and PolyMedica Corporation (the
"Company").
1. Section 2 Term of Agreement. The definition of "Term" is hereby amended
as follows:
"'Term' shall mean the period commencing as of the Effective
Date and continuing in effect through August 31, 2004; provided,
however, that commencing on September 1, 2004 and each September 1
thereafter, the Term shall be automatically extended for one additional
year unless, not later than 90 days prior to the scheduled expiration
of the Term (or any extension thereof), the Company shall have given
the Executive written notice that the Term will not be extended."
2. Section 4.2(a)(i)(2) is hereby deleted in its entirety and replaced
with the following in lieu thereof:
"(2) the amount equal to (A) two multiplied by (B) the sum of
(x) the Executive's highest annual base salary during the three-year
period prior to the Change in Control Date and (y) the Executive's
highest annual bonus during the three-year period prior to the Change
in Control Date."
3. Section 4.2(a)(ii) is hereby deleted in its entirety and replaced with
the following in lieu thereof:
"(ii) for 12 months after the Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan,
program, practice or policy, the Company shall continue to provide
benefits to the Executive and the Executive's family at least equal to
those which would have been provided to them if the Executive's
employment had not been terminated, in accordance with the applicable
Benefit Plans in effect on the Measurement Date or, if more favorable
to the Executive and his family, in effect generally at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies; provided, however, that if the Executive becomes
reemployed with another employer and is eligible to receive a
particular type of benefits (e.g. health insurance benefits) from such
employer on terms at least as favorable to the Executive
and his family as those being provided by the Company, then the Company
shall no longer be required to provide those particular benefits to the
Executive and his family."
If the foregoing is acceptable to you, please indicate your agreement by signing
a copy of this letter agreement and returning it to the undersigned.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Lead Director and Interim
Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
November 3, 2003
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Date
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