EXHIBIT (a)(15)
AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
DATED AS OF DECEMBER 9, 2003
BY AND BETWEEN
NEIGHBORCARE, INC.
AND
XXXX X. XXXXXXX
This Amendment (this "Amendment") is entered into as of June
22, 2004 by and among Xxxx X. Xxxxxxx (the "Executive") and Neighborcare, Inc.
(f.k.a., Genesis Health Ventures, Inc.) (the "Company"), with regard to that
certain Amended and Restated Employment Agreement entered into by and between
the Executive and the Company and amended and restated as of December 9, 2003
(the "Agreement"). All capitalized terms used herein without definition will
have the meaning given them in the Agreement.
WHEREAS, the Executive is currently employed by the Company;
WHEREAS, the terms of the Executive's employment are currently
governed by the Agreement;
WHEREAS, the Company and the Executive wish to amend the terms
of the Agreement effective as of the date hereof on the terms and conditions set
forth herein; and
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, the Company and the Executive have agreed and do hereby
agree as follows:
1. The following paragraph shall be added to the end of Section 4(d):
"In the event that the Executive resigns from the Company's employ
during the ninety (90) day period commencing on the date that is six
(6) months after a Change of Control (as defined in Section 6) for any
reason by providing the Company with a written notice of termination,
the Executive shall be considered to have resigned for "Good Reason"
for all purposes of this Agreement."
2. The following sentence shall be added to the end of Section 5(c)(i):
"Notwithstanding the foregoing, in the event that a termination of the
Executive's employment described in the first sentence of this Section
5(c)(i) shall be during the two year period following a Change of
Control (as defined in Section 6), in lieu of the amount set forth
under clause (I) of Section 5(c)(i), the Company shall make a lump-sum
cash payment to the Executive, within thirty (30) days after the Date
of Termination, equal to the product of (A) two and (B) the sum of (x)
the Executive's Average Base Salary and (y) the Executive's Average
Assumed Cash Incentive Compensation.
3. The following paragraph shall be added at the end of Section 6 of the
Agreement:
"Notwithstanding anything to the contrary contained in an equity
compensation plan of the Company or in any award agreements granted
thereunder, upon a Change inControl, any and all equity-based
compensation awards held by the Executive that are outstanding as of a
Change in Control and which are not then exercisable or vested shall
vest in full and become immediately exercisable, unless (1) otherwise
specifically provided by a specific reference to this Agreement in an
equity compensation plan of the Company or in any award agreements
granted thereunder or (2) 75 percent of the Incumbent Directors (as
defined in the Company's 2004 Performance Incentive Plan) determine
prior to the Change in Control that the immediate vesting provided for
in this sentence shall not occur, in which case the provision of the
grant or of this employment agreement that otherwise determined the
vesting schedule for such awards shall continue to control."
4. Except as explicitly set forth herein, the Agreement will remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
NEIGHBORCARE, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chairman, President and
Chief Executive Officer
/s/ X. X. Xxxxxxx
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XXXX X. XXXXXXX
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