EXHIBIT 10.9
November 3, 2003
Xxxxxxx X. Xxxxxxx
0 Xxxxxx Xxx Xxxx
Xxxxxxxxx, XX 00000
Re: Amendment to Employment Agreement
Dear Xxxxx,
This letter agreement serves to further amend the Employment Agreement dated as
of September 1, 2000, by and between you and PolyMedica Corporation (the
"Company"), as amended by certain letter agreements dated as of April 16, 2001;
September 24, 2001; October 12, 2001; May 31, 2002; July 15, 2002; February 5,
2003 and August 29, 2003 (together, the "Employment Agreement").
1. Section 3.6 Severance Pay is hereby deleted in its entirety and
replaced with the following in lieu thereof:
"3.6 Severance Pay. If at any time during the term of this
Agreement (including any Extended Employment Period), the Executive's
employment is terminated by the Company without cause (i.e. other than
pursuant to Section 3.5 or Section 4 hereof), and subject to the
Executive's execution and non-revocation of a severance agreement and
release drafted by and satisfactory to counsel for the Company, the
Company shall continue to pay Executive at his then current Base Salary
for the remainder of the Employment Period or for eighteen months,
whichever is longer (the "Severance Period"). Neither party shall be
entitled to any compensation or claim for good will or other loss
suffered by reason of termination of this Agreement. Notwithstanding
the foregoing, the Company's obligations under this Section 3.6 shall
cease immediately upon the payment by the Company to the Executive of
the lump sum payment described in Section 4.2(a)(i) of the Executive
Retention Agreement dated as of March 7, 2002, as may be amended from
time to time, by and between the Company and the Executive."
2. Section 3.7 Benefits During Severance Period is hereby deleted in its
entirety and replaced with the following in lieu thereof:
"3.7 Benefits During Severance Period. Except as otherwise
required by law, the Executive shall not be entitled to any employee
benefits provided under Section 3.3 after termination of Executive's
employment whether or not severance pay is being provided, except that
if severance pay is being provided (i) the Company shall continue in
full force and effect, at its expense, the life insurance provided for
in Section 3.3(b) for a period of eighteen (18) months after
termination of Executive's employment hereunder or until Executive
becomes employed, whichever first occurs, and (ii) the Company shall
offer, at
its expense, continued health and dental insurance as required under
the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or
other law for a period of eighteen (18) months after termination of
Executive's employment hereunder or until Executive becomes employed,
whichever first occurs. If Executive elects not to maintain health
insurance pursuant to COBRA or other law, the Company is under no
obligation to reimburse Executive for his otherwise elected coverage.
Executive shall be obligated to give the Company prompt notice of his
subsequent employment and at that time, the Company's obligations
pursuant to this Section 3.7, if any, shall cease."
If the foregoing is acceptable to you, please indicate your agreement by signing
a copy of this letter agreement and returning it to the undersigned.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Lead Director and
Interim Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
November 3, 2003
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Date
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