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EXHIBIT 10.18
AMENDMENT NO. 7
TO EMPLOYMENT AGREEMENT
AGREEMENT dated as of May 20, 1996 between Xxxxxx X. Xxxxxx
("Employee") and Chemed Corporation (the "Company").
WHEREAS, Employee and the Company have entered into an
Employment Agreement dated as of May 2, 1988 and amended May 15, 1989, May 21,
1990, May 20, 1991, May 18, 1992, May 17, 1993 and May 16, 1994 ("Employment
Agreement"); and
WHEREAS, Employee and the Company desire to further amend the
Employment Agreement in certain respects.
NOW, THEREFORE, Employee and the Company mutually agree that
the Employment Agreement shall be amended, effective as of May 20, 1996, as
follows:
A. The amount of unrestricted stock award recognized in
lieu of incentive compensation in 1995 is
$370,076.50.
B. The base salary amount set forth in the first
sentence of Section 2.1 of the Employment Agreement
is hereby deleted and the base salary amount of
$550,000 per annum is hereby substituted.
C. Section 3.4(b)(iii) is hereby amended to read as
follows: ss.3.4(b)(iii) The fair market value of
all shares of Chemed Corporation capital stock and
its subsidiaries' common stock subject to stock
awards granted to Employee under one or more stock
incentive plans of Chemed Corporation or of any of
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its subsidiaries which have vested during the 12
months prior to the Employee's termination, such
fair market value to be determined as of the date of
vesting of any such shares. Such monthly severance
payments shall be made for a period equal to the
balance of the term of employment provided in
ss.1.2.
Except as specifically amended in this Amendment No. 7 to
Employment Agreement, the Employment Agreement, as amended, shall continue in
full force and effect in accordance with its terms, conditions and provisions.
IN WITNESS WHEREOF, the parties have duly executed this
amendatory agreement as of the date first above written.
EMPLOYEE
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Xxxxxx X. Xxxxxx
CHEMED CORPORATION
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Xxxxx X. XxXxxxxx
President
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