EXHIBIT 10.50
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
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This is an Amendment dated February 23, 2001 (the "Amendment") to the
Employment Agreement (as hereinafter defined) by and between SELECT MEDICAL
CORPORATION, a Delaware corporation (the "Employer"), and XXXXX X. XXXXXXXXX, an
individual (the "Employee").
Background
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A. The Employer and the Employee executed and delivered that certain
Employment Agreement dated as of May 22, 2000 (the "Employment Agreement"). The
Employer and the Employee now desire to amend the Employment Agreement as
hereinafter provided.
B. Accordingly, and intended to be legally bound hereby, the Employer
and the Employee agree as follows:
1. The Employment Agreement is hereby amended by the addition of the
following new Section 5.03 in its entirety, to be inserted immediately after
Section 5.02:
"5.03. Claims Procedure. Any claim for benefits under Article 5 of this
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Agreement by the Employee shall be made in writing and sent to the Employer at
its principal offices in Mechanicsburg, Pennsylvania, or such other place as
the Employer shall hereafter designate in writing. If the Employee, or any
beneficiary following the Employee's death (collectively, the "Claimant"),
believes he has been denied any benefits or payments under Article 5 of this
Agreement, either in total or in an amount less than the full benefit or payment
to which the Claimant would normally be entitled, the Employer shall advise the
Claimant in writing of the amount of the benefit, or payment, if any, and the
specific reasons for the denial within thirty (30) days of the receipt of the
Claimant's claim. The Employer shall also furnish the Claimant at that time with
a written notice containing:
(A) A specific reference to pertinent provisions of this Agreement;
(B) A description of any additional material or information necessary
for the Claimant to perfect the claim if possible, and an explanation of
why such material or information is needed; and
(C) An explanation of the claim review procedure set forth in this
Section 5.03.
Within sixty (60) days of receipt of the information described above, the
Claimant shall, if further review is desired, file a written request of
reconsideration of the Employer's decision with the Appeal Committee. The Appeal
Committee shall consist of those individuals who were serving as the
Compensation Committee of the Board of Directors of the Employer immediately
prior to the Change of Control. The Appeal Committee shall select from its
membership a
chairperson and a secretary and may adopt such rules and procedures as it deems
necessary to carry out its functions. In the event any individual is unable to
serve on the Appeal Committee, then the chairperson of the Appeal Committee
shall appoint a successor provided such successor must have been a member of the
Board of Directors of the Employer prior to the Change of Control ("Prior Board
Member"). So long as the Claimant's request for review is pending with the
Appeal Committee (including such 60-day period), the Claimant, or his duly
authorized representative, may review pertinent documents and may submit issues
and comments in writing to the Appeal Committee. A final and binding decision
shall be made by the Appeal Committee within thirty (30) days of the filing by
the Claimant of the request for reconsideration. The Appeal Committee's decision
shall be conveyed to the Claimant in writing and shall include specific reasons
for the decision and specific references to the pertinent provisions of this
Agreement on which the decision is based. The Appeal Committee shall discharge
its duties under this claims procedure in accordance with the fiduciary
standards of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and in doing so, to the extent permitted by law, shall be indemnified
and held harmless by the Employer (to the extent not indemnified or saved
harmless under any liability insurance or other indemnification arrangement with
the Employer) for or against all liability to which the Appeal Committee may be
subjected by reason of any act done in good faith with respect to the
adjudication of any claim under Article 5 of this Agreement, including
reasonable expenses. Notwithstanding anything to the contrary herein contained,
the Claimant shall be entitled to submit his claim for determination to any
court having competent jurisdiction regardless of whether he has first exercised
his right to have the Employer's decision reconsidered by the Appeal Committee."
2. Except as amended hereby, the Employment Agreement shall continue in
effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
SELECT MEDICAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx,
Senior Vice President
/s/ XxXxx X. Xxxxxxxxx
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XxXxx X. Xxxxxxxxx
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