FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement, dated as of July 1, 1996
(the "Amendment"), is by and between NATIONAL HOME HEALTH CARE CORP., a Delaware
corporation having an address at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxx, Xxx
Xxxx 00000 (the "Company") and XXXXXX XXXXXXX, an individual having an address
c/o Nurse Care, Inc., 00 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (the
"Employee").
WHEREAS, the Company and the Employee are parties to an Employment
Agreement dated as of August 1993 (the "Agreement"); and
WHEREAS, the Company and the Employee desire to amend the Agreement in
certain respects.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions hereinafter set forth, the parties hereby agree as
follows:
1. Amendment to the Agreement. The Agreement hereby is amended as of
July 1, 1996, as follows:
(a) The first sentence of Paragraph 2 of the Agreement hereby is
amended such that the amount "$93,600" contained therein hereby is
changed to "$115,000" and the word "first" contained therein hereby is
changed to "third".
(b) The third sentence of Paragraph 2 of the Agreement hereby is
amended such that the word "two" contained therein hereby is changed to
"three".
(c) New Sections 11 and 12 contained in Annex A attached hereto
hereby are added in their entirety to the Agreement immediately
following Section 10 thereof and each subsequent section of the
Agreement hereby is renumbered accordingly.
2. Counterparts. This Amendment may be signed in one or more counterpart
copies, each of which constitutes an original, but all of which, when taken
together, shall consti tute one agreement binding upon all of the parties
hereto.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of law rules thereof.
4. Agreement to Continue as Amended. Except as modified and amended by
this Amendment, the Agreement shall remain and continue in full force and effect
after the date hereof.
IN WITNESS WHEREOF, the parties hereunto have executed and delivered
this Amendment as of the date first written above.
NATIONAL HOME HEALTH CARE CORP.
By: /s/ Xxxxxxxxx Xxxxxxx
--------------------------
Name: Xxxxxxxxx Xxxxxxx
Title:
/s/ Xxxxxx Xxxxxxx
--------------------------
Xxxxxx Xxxxxxx
-2-
ANNEX A
11. Change in Control Bonus. In the event of a Change in Control, as
defined below, the Company promptly shall pay to Employee a lump-sum amount
equal to one-half of Employee's Salary at the time of the occurrence of such
Change in Control. The Company hereby agrees to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement. For purposes
of this Agreement, a "Change in Control" shall have occurred if:
a. any "person", as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than
the Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power
of the Company's then outstanding securities;
b. during any period of not more than two consecutive years (not
including any period prior to the execution of this Agreement), individuals who
at the beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (a), (c) or (d) of
this Section) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof;
c. the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or
d. the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
12. Assignment. Neither this Agreement, nor any of Employee's rights,
powers, duties or obligations hereunder, may be assigned by Employee. This
Agreement shall be binding upon and
-3-
inure to the benefit of Employee and his heirs and legal representatives and the
Company and its successors and assigns. Successors of the Company shall include,
without limitation, any corporation or corporations acquiring, directly or
indirectly, all or substantially all of the assets of the Company, whether by
merger, consolidation, purchase, lease or otherwise, and such successor shall
thereafter be deemed "the Company" for the purpose hereof.
-4-
