Amendment to Employment Agreement
This Amendment dated this 19th day of February 1998 amends that certain
Employment Agreement dated October 1, 1997, by and between Vitalink Pharmacy
Services, Inc. ("Employer" or "Vitalink") and Xxxxxx X. Xxxxxx, III ("Employee")
(the "Employment Agreement"), a copy of which is attached hereto as Exhibit A.
The terms of said Employment Agreement are hereby amended as follows:
1. Paragraph 2 is amended and restated as follows:
"2. Term. Subject to the provisions for termination hereinafter
provided, the term of this Agreement shall begin on the date of
this Agreement and shall terminate on January 23, 2001. Upon
expiration of said period, the parties may extend the term if
they mutually agree to do so."
2. Paragraph 3(a) is amended and restated as follows:
"a) Salary. As of February 1, 1998, a base salary of One Hundred
Forty Eight Thousand Dollars ($175,000.00) per annum payable in
accordance with Employer's standard payroll practices from time
to time in effect. Such salary shall be reviewed annually and
may be increased in accordance with Employer's standard
practices."
3. The following is added as Paragraph 10(e):
"e) Change of Control. Regardless of any other provision in this
Agreement to the contrary, in the event of a Change in Control
(as that term is defined hereinafter) of Vitalink, Employee shall
be entitled to two (2) years, or the remaining period of this
Agreement (as of the consummation of such Change in Control),
whichever is greater, of the full amount of all potential
compensation and benefits set forth in Paragraph 3 hereof (as are
in effect at the time of the consummation of such change in
control), excluding future stock option grants. A lump sum
payment representing the total of such compensation and benefits
shall be made at the time of the consummation of such Change of
Control. This provision, however, is applicable only in the
event that the Employee is not offered a comparable employment
contract (i.e., same compensation, title, duties, authority,
responsibilities, term and location) with the post-Change of
Control entity as of the time of the consummation of such Change
of Control.
For purposes of this Paragraph 10(e), a Change in Control of
Vitalink shall occur upon the happening of the earliest to occur
of the following:
(i) any "person" as such term is used in Sections 13(d) and
14(d) of the Securities Exchange act of 1934 ("Exchange Act"), as
amended, (other than (1) Vitalink, (2) any trustee or other
fiduciary holding securities under an employee benefit plan of
Vitalink, or (3) any corporations owned, directly or indirectly,
by the stockholders of Vitalink in substantially the same
proportions as their ownership of Stock (each an "excluded
person")) becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of Vitalink representing 30% or more of the combined
voting power of Vitalink's then outstanding voting securities;
(ii) the stockholders of Vitalink approve a plan of merger,
consolidation, complete liquidation of Vitalink or an agreement
for the sale or disposition by Vitalink of all or substantially
all of the Vitalink stock and/or assets, or accept a tender offer
for substantially all of Vitalink's stock (or any transaction
having a similar effect);
(iii) individuals who were members of the Vitalink Board
immediately prior to a meeting of the stockholders of the Company
involving a contest for the election of Directors do not
constitute a majority of the Vitalink Board immediately following
such election, unless that election of such new Directors was
recommended to the stockholders by Vitalink management.
4. With the exception of the specific amendments set forth above, all
terms and conditions of the Employment Agreement remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first set forth above.
Attest: Employer:
VITALINK PHARMACY SERVICES, INC.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. XxXxxxx
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Xxxxxx X. Xxxxxxx, Assistant Secretary By: Xxxxx X. XxXxxxx, President
& Chief Operating Officer
Witness: Employee:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx, III
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Xxxxxx X. Xxxxxx, III
Senior Vice President, General
Counsel & Secretary
