FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 99.3
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 27th day of May, 2024 (“Effective Date”), by and between U.S. Physical Therapy, Inc.
(the “Company”) and Xxxxxx Xxxxx (“Employee”).
R E C I T A L S
WHEREAS, the Company and Employee have entered into that certain Amended and Restated Employment Agreement, dated as of May 21, 2019 (the “Agreement”); and
WHEREAS, the Company and Employee wish to amend certain terms of the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Section 9.A. of the Agreement is hereby deleted and substituted in its entirety with the following:
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A.
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Special Benefits in the Event of Termination Without Cause or Resignation for Good Cause.
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In the event of the termination of employment of Employee by Employer without “cause as cause is defined in Section 8(c)
hereof, or the resignation of employment by Employee “for good reason” as defined in Section 9 D. hereof (in either case, a “Termination Event”), Employee shall be entitled to the following special benefits:
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(i)
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Two (2) years’ Base Compensation; and
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(ii)
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The greater of (i) the bonus paid or payable to Employee with respect to last fiscal year of Employer completed prior to the
occurrence of the Termination Event or (ii) the average of the bonuses paid to Employee over the three (3) fiscal years of Employer ending with last fiscal year of Employer completed prior to the occurrence of the Termination Event; and
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(iii)
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(a) For any fiscal year completed prior to the Termination Event for which a cash bonus and restricted share grants awardable under
the applicable incentive plan for such fiscal year has not been both determined and paid/granted, as applicable, Employee shall receive (1) 100% of the subjective cash and 100% of the subjective restricted share awards for which Employee
was eligible under such plan, and (2) cash and restricted shares awards under the objective portion of such plans based on the actual objective performance of Employer for such plan year; and
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(b) For any Termination Event which occurs during the final six (6) months of the applicable fiscal year, Employee shall
receive (1) a pro rata portion of the subjective cash and the subjective restricted share awards for which Employee was eligible under the applicable incentive plan for such fiscal year, based on the portion of the fiscal year that has transpired as
of the Termination Event, and (2) a pro rata portion of the objective cash and of the objective restricted share awards for which Employee was eligible under such plan, based on the portion of the fiscal year that has transpired as of the Termination
Event and the actual objective performance of Employer for the full plan year, once determined.
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(iv)
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Employee’s accrued but unused vacation days; and
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(v)
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All Restricted Stock owned by Employee shall immediately become Vested Shares, as such term is defined in the applicable grant
agreement and plan documents
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The aggregate dollar amount of the special benefits described in subsections (i), (ii) and (iii) above shall be
aggregated and paid ratably on a bi-weekly basis over the 24 month period following the Termination Event; the restricted stock to be granted pursuant to subsection (iii) above shall be granted once determined and shall be Vested Shares (as defined
in the incentive plan for the applicable fiscal year).
If a Change in Control has occurred within six (6) months after, or within twelve (12) months prior to a Termination
Event, Employee also shall be entitled to a Change of Control benefit of $283,333.00. For purposes hereof, a “Change in Control” is defined as:
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(i)
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The transfer or sale by Employer of all or substantially all of the assets of Employer whether or not this Agreement is assigned or
transferred as a part of such sale;
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(ii)
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The transfer or sale of more than fifty percent (50%) of the outstanding shares of Common Stock of Employer;
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(iii)
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A merger or consolidation involving Employer in a transaction in which the shareholders of Employer immediately prior to the merger
or consolidation own less than fifty percent (50%) of the company surviving the merger or consolidation; or
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(iv)
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A merger or consolidation involving Employer in a transaction in which the board members of Employer after the merger or
consolidation constitute less than fifty percent (50%) of the board of the company surviving the merger or consolidation; or
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(v)
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The voluntary or involuntary dissolution of Employer.
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Ratification and Affirmation. Except as otherwise provided herein, all other terms and
conditions of the Agreement remain in full force and effect.
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
COMPANY:
U.S. PHYSICAL THERAPY, INC.
By: /s/ Xxxxxxxxxxx X. Reading
Xxxxxxxxxxx X.
Reading, Chief Executive Officer
EMPLOYEE:
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
