AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.2
AMENDMENT
TO
THIS
AMENDMENT has been executed on January 26, 2005 and is effective as of November
15, 2004 (the “Amendment”)
by CHD
Meridian Healthcare, LLC, a Delaware corporation with a business office at
00
Xxxxxx Xxxxx Xxxxxxxxx, #000, Xxxxxxxxx, Xxxxxxxxx 00000 (the “Company”),
and E.
XXXXXX XXXXX, with an address at 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000
(“Employee”).
This
Amendment amends the EMPLOYMENT AGREEMENT made effective on January 1, 2000
(the
“Agreement”)
by
Meridian Occupational Healthcare Associates, Inc., a Delaware business
corporation (“MOHA”)
and
Employee.
WHEREAS,
pursuant to a Certificate of Merger filed with the Secretary of State of the
State of Delaware on March 19, 2004, MOHA merged with and into the Company,
a
wholly-owned subsidiary of I-trax, Inc., a Delaware corporation;
WHEREAS,
the initial term of the Agreement was two years, and since January 1, 2002,
the
Agreement has renewed automatically for one-year periods; and
WHEREAS,
the Company and Employee wish to amend the Agreement to specify Employee’s
current annual salary, and to confirm that the Agreement, as amended by this
Amendment, remains in full force and effect.
NOW
THEREFORE, in consideration of the mutual covenants and premises contained
in
this Amendment, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree to amend the Agreement as follows:
1. Annual
Salary.
Section
4(a) of the Agreement is amended and restated in full as follows:
4(a). Employee
shall receive a salary of One Hundred Eighty-Five Thousand ($185,000) per year
(“Annual Salary”), payable in regular installments at such time and in such
manner as other executive employees of Employer, but no more frequently than
bi-weekly. The Annual Salary will be reviewed by Employer for potential upward
adjustment at least once annually. Compensation adjustments will be based on
the
results of a performance appraisal due annually. Any determination to increase
Annual Salary shall be in the sole discretion of the Board, its Compensation
Committee, or an authorized officer. Downward adjustment of Annual Salary may
entitle Employee to terminate for Good Reason to the extent provided, and with
the consequences described in Section 6.
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2. Further
Assurances.
Each of
Employee and the Company agrees to execute, acknowledge and deliver such further
instruments and to do all such other acts as may be reasonably necessary or
appropriate in order to carry out the purposes and intent of this
Amendment.
3. Ratification.
Except
as expressly modified by this Amendment, the terms and provisions of the
Agreement will remain in full force and effect and references in the Agreement
to “this Agreement”, “the Agreement”, “hereunder”, “herein”, “hereof” and words
of like effect mean the Agreement as amended by this Amendment. If there is
any
conflict between the provisions of the Agreement and the provisions of this
Amendment, the provisions of this Amendment will control.
4. Amendments.
This
Amendment may be changed, modified or amended only by an agreement in writing
signed by Employee and the Company.
5. Counterparts.
This
Amendment may be executed in one or more counterparts and/or by facsimile,
each
of which will be deemed an original but all of which together will 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 set forth above.
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COMPANY:
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CHD
MERIDIAN HEALTHCARE, LLC
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By:
/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Chairman
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Attest:
/s/ Xxxxxxx Xxxxxxx
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Name:
Xxxxxxx Xxxxxxx
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Title:
Assistant Secretary
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EMPLOYEE:
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Witness:
/s/
Xxxxxxx Xxxxxxx
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/s/
E Xxxxxx Xxxxx
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