AMENDMENT TO CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE PAY AGREEMENT
Exhibit 10.1
AMENDMENT TO
CONFIDENTIALITY, NON-COMPETITION
AND SEVERANCE PAY AGREEMENT
CONFIDENTIALITY, NON-COMPETITION
AND SEVERANCE PAY AGREEMENT
This First Amendment to the CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE PAY AGREEMENT (the
“Amendment”) is entered into as of this 18th day of June 2007 by and between AMERICAN HOMEPATIENT,
INC., a Delaware corporation (the “Company”), and XXXX X. XXXX, a resident of the State of
Tennessee (the “Employee”).
WHEREAS, The Company and the Employee are party to that certain Confidentiality,
Non-Competition and Severance Pay Agreement (the “2001 Agreement”) by and between the Company and
Employee executed as of January 1, 2001.
WHEREAS the parties now desire to amend certain terms of the 2001 Agreement as set forth in
this Amendment;
NOW, THEREFORE, In consideration of the mutual covenants contained herein, the parties hereby
agree as follows:
| I. | Section 2(A) is hereby deleted in its entirety and replaced with the following: |
2. Severance Pay in the Event of Termination or Other Occurrence
A. In the event there is a “Change in Control” of the ownership of the Company,
and the Company within twelve (12) months following such Change in Control, (i)
terminates Employee’s employment (ii) without Employee’s consent reduces Employee’s
salary or (iii) without Employee’s consent requires Employee to relocate somewhere
other than the greater Nashville, Tennessee area then, immediately following
termination described in (i) above, or upon Employee’s resignation following any of
the occurrences described in (ii) and (iii) above, Employee shall be entitled to
receive as a severance payment in a lump sum an amount equal to (150%) of his annual
base salary (not including incentive compensation or benefits), as in effect at the
time of such termination or resignation, plus (150%) of the annual incentive
compensation Employee received for performance during Company’s immediately
preceding fiscal year, multiplied by a fraction, the numerator of which is the total
number of full calendar months during which Employee was employed by Company during
Company’s current fiscal year prior to such termination or resignation and the
denominator of which is twelve (12), plus the product of Employee’s then current
monthly vehicle allowance, if any, (exclusive of gasoline and oil expense
reimbursement) as in effect at the time of such termination or resignation,
multiplied by eighteen (18). In addition, any earned but unpaid base salary, unpaid
incentive compensation from prior years, and accrued vacation will be paid. The
Company will also pay the COBRA premium attributable to Employee’s medical and
dental insurance benefits as such benefits were in effect immediately prior to
termination or resignation pursuant to this
Section 2(A), with payments beginning on the first day of the calendar month
immediately following the date of termination or resignation and continuing until
the earlier of (i) eighteen (18) months after the date of termination or
resignation, or (ii) the date on which Employee is eligible to receive, as an
employee, independent contractor or agent, medical and/or dental insurance benefits
from a third party. The Company will deduct from the lump sum severance payment to
the Employee the standard employee deduction for medical/dental insurance as in
effect on the date of termination or resignation pursuant to this Section 2(A) for
up to an eighteen (18) month period. If Employee elects to discontinue COBRA for
any reason before expiration of the eighteen (18) month period and notifies the
Company of the same in writing, the Company will thereafter refund to the Employee
that portion of the deduction not attributable to the COBRA premium actually paid.
Further, any stock options granted to the Employee will be fully vested upon a
Change of Control, whether or not the Employee is terminated or resigns pursuant to
this Section 2(A), notwithstanding any previously stated vesting restrictions but
subject to expiration or termination pursuant to the governing stock option plan.
| II. | Except as expressly modified by this Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above
written.
| AMERICAN HOMEPATIENT, INC. | ||||
| /s/ Xxxxx Xxxxxx
|
||||
| Title: Executive Vice President | ||||
| EMPLOYEE: | ||||
| /s/ Xxxx X. Xxxx
|
