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Exhibit 10.183
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT dated as of August 30, 2001(the "Amendment") to
that certain Employment Agreement dated as of January 31, 2001 (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 Employee desire to amend the Employment
Agreement as more specifically set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and 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:
1. Section 6(c) of the Employment Agreement, entitled "Additional Incentive
Bonus" shall be amended and restated in its entirety as follows:
(c) Additional Incentive Bonus. Employee shall be entitled to a cash
payment in the amount of $500,000 (the "Incentive Bonus") upon the achievement
(evidenced by duly executed documentation) by Employee of a Successful
Restructuring on or before December 31, 2002. For the purposes of this
Agreement, "Successful Restructuring" means: (i) the achievement by Employee of
discounts or reductions negotiated with the lenders and landlords of the
Company; and/or, (ii) the raising by Employee of equity capital in the company:
provided such discounts, reductions and/or equity capital are sufficient, in the
aggregate, to enable the Company to meet all of its obligations and liabilities
throughout the twenty-four (24) month period commencing from the date of this
Agreement. The Incentive Bonus shall be due and payable immediately upon the
execution of Letters of Intent/Term Sheets evidencing the
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terms and conditions of the restructuring and/or equity capital transaction.
2. Section 5 (c) of the Employment Agreement, entitled "Termination Without
Cause" shall be amended and restated in its entirety as follows:
(c) Termination Without Cause. If the Company terminates Employee
without cause on or before October 31, 2002, Employee shall be entitled to a
cash payment of $500,000, due and payable within 10 business days of such
termination. If the employment of the Employee is terminated without cause after
October 31, 2002 but before January 30, 2004, Employee shall be entitled to a
cash payment (due and payable within 10 business days following his termination
of employment) in an amount equal to the product determined by multiplying by
three (3) the annual cash compensation of Employee at the rate then in effect
under Subsection 6(a) hereof. If the term of this Agreement is renewed pursuant
to Section 4 hereof and the employment of Employee is terminated without cause
after January 30, 2004 but before the expiration of either the First Renewal
Term or the Second Renewal Term, Employee shall be entitled to a cash payment
(due and payable within 10 business days following his termination of
employment) in an amount equal to the annual cash compensation of the Employee
at the rate stipulated in Subsection 6(a)(iii) hereof. Upon the payment to
Employee of any amount under this Subsection 5(c), the Company shall have no
further obligations or liabilities to Employee under this Agreement. Without
limiting the foregoing, in the event of such termination and payment, the
Company shall have no obligations under Section 6 of this Agreement.
3. 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.
4. This Amendment shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania.
5. 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.
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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
COMPANY
/s/Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
Board of Directors
Member,
Compensation
Committee Chairman
