EXHIBIT 10.52
AMENDMENT TO EMPLOYMENT AGREEMENT
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This amendment to the Employment Agreement is made and entered into the
28th day of January 2003, by and between New York Health Care, Inc., a New York
corporation, with its principal place of business at 0000 XxXxxxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxx 00000 (hereinafter "Employer" or the "Company"), and Xxxxx
Xxxxxxxxx, an individual whose residential address is at 000 Xxxx 00xx Xxxxxx,
Xxxxxxxx, XX 00000 (hereinafter "Employee").
W I T N E S S E T H :
WHEREAS, the Employer and Employee are parties to an employment agreement
between them dated November 10, 1999 (the "Employment Agreement");
WHEREAS, the Employer and Employee have mutually agreed to amend the
Employment Agreement to the extent provided for herein;
NOW, THEREFORE, in consideration of the mutual covenants as set forth
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged:
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Paragraph 1 of the Employment Agreement is hereby amended by adding
the following sentence at the end of the paragraph:
"In addition, it is agreed that the Employee is shall be elected as a
member of the Board of Directors of the Employer for the full term of the
Employment Agreement."
2. Paragraph 2 of the Employment Agreement is hereby amended to read as
follows:
"2. Term. The term of employment of the Employee pursuant to the
Employment Agreement shall be extended for an additional period of five years,
so that the term of the Employment Agreement shall be for ten (10) years ending
at the close of business December 26, 2009."
3. Paragraph 5 of the Employment Agreement is hereby amended by adding
the following subparagraph (B)(v):
"(B)(v) The closing of the October 11, 2001 Stock for Stock Exchange
Agreement, as amended, which occurred on January 2, 2003, is deemed to be a
change of control of the Company."
4. Paragraph 6 of the Employment Agreement is hereby amended by adding
the following subparagraph (C):
"(C) In the event of termination of the service of the Employee as a
member of the Board of Directors of the Employer for any reason other than the
death of the Employee, the Employer shall, effective on the date of termination,
enter into a consulting agreement with the Employee, substantially in the form
filed with the Securities and Exchange Commission as an Exhibit to the
Employer's Form S-4 Registration Statement which was declared effective by the
SEC on November 1, 2002, whereby the Employee will provide consulting services
to the Employer on an as-needed basis for a period of not less than five years,
and as compensation for those services will be granted an option to acquire
500,000 shares of the Employer's common stock during a term of not less than ten
(10) years at a price per share equal to the closing price of the Employer's
common stock on the date of such termination, and the shares of common stock
underlying the option shall be promptly registered on SEC Form S-8 or on any
other SEC form appropriate for such registration so that such shares shall have
been fully registered no later than ninety (90) days after termination of the
Employment Agreement."
5. Paragraph 10 of the Employment Agreement is hereby amended to change
the address for copies of notices to Xxxxxxx X. Xxxxx, Esq., to "Scheichet &
Xxxxx, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000."
6. The Employment Agreement is hereby amended by adding the following
paragraph 18:
"18. Modifications to Employment Agreement Authorized by Resolutions
of the Compensation Committee and Board of Directors. The following
modifications to the Employment Agreement have been implemented prior to the
date of this amendment pursuant to resolutions approved by the New York Health
Care, Inc. Compensation Committee and Board of Directors, as follows:
(a) Effective January 1, 2002, the Employee will be entitled to
forty eight (48) days of compensated absences each year during the term of the
Employment Agreement.
(b) In lieu of the $5,000 annual allowance for insurance premiums
provided in paragraph 4(E) of the Employment Agreement, the Employee will be
paid a $10,000 per annum expense allowance."
7. All Other Provisions Remain Unchanged. Except as specifically
provided for in this amendment to the Employment Agreement, all of the terms and
provisions of the Employment Agreement shall remain in full force and effect
without modification.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
NEW YORK HEALTH CARE, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
EMPLOYEE:
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
