Exhibit 10.45
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and
entered into as of March 7, 2003 by and between Xxxxxxx X. Xxxxxxxx, Xx., an
individual resident of the State of Georgia ("Employee"), and Horizon Medical
Products, Inc., a Georgia corporation (the "Employer");
WITNESSETH:
WHEREAS, Employee and Employer entered into that certain Employment
Agreement dated March 16, 2002, as amended by Amendment to Employment Agreement
dated September 16, 2002, (together, the "Employment Agreement") and desire to
amend the Employment Agreement in the manner hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto intending to be legally bound, hereby agree as follows:
1. The lead-in language of Section 2 of the Employment
Agreement, prior to subsection (a), is hereby deleted in its entirety and the
following lead-in language is hereby inserted in Section 2 in lieu thereof:
The term of Employee's employment hereunder (the
"Term") shall be from March 16, 2002 (the "Effective Date")
until the earlier of (i) December 31, 2003, or (ii) the
occurrence of any of the following events: ....
2. Section 3.1(b) of the Employment Agreement is hereby amended
by adding the following provision as a new paragraph at the end of Section
3.1(b):
For Employer's 2003 fiscal year, Employee will
receive a quarterly bonus of Twenty Thousand Dollars
($20,000.00) for each calendar quarter during 2003 if the
MBOs established for Employee by the Chief Executive Officer
of Employer and by the Executive Committee of the Board of
Directors of Employer, both for the quarter in question and
for the year-to-date through the end of such quarter, are
satisfied. If such bonus is earned, it will be payable to
Employee on the date on which Employer's financial statements
for such quarter are finalized.
3. The fourth sentence in Section 3.2(a) is hereby deleted in
its entirety, and the following sentence is inserted in lieu thereof as the
fourth sentence in Section 3.2(a):
If Employee's employment hereunder is terminated by Employer
pursuant to Section 2(c) hereof or if Employee leaves the
employment of Employer at any time from March 16, 2003
through December 31, 2003 (in which event the Termination
Date will be the date on which Employee leaves employment),
then, in addition to any other amount payable hereunder,
Employer shall continue to pay Employee his normal Salary
pursuant to Section 3.1(a) for twelve (12) months after the
Termination Date, in periodic payments on the dates each
month on which Employer's employees are paid.
4. Except as expressly amended above, all other provisions of
the Employment Agreement shall remain in full force and effect. This Amendment
inures to the benefit of, and is binding upon, Employer and its respective
successors and assigns and Employee, together with Employee's executor,
administrator, personal representatives, heirs, and legatees. This Amendment is
intended by the parties hereto to be the final expression of their agreement
with respect to the subject matter hereof and is the complete and exclusive
statement of the terms thereof, notwithstanding any representations,
statements, or agreements to the contrary heretofore made. This Amendment
supersedes and terminates all prior agreements and understandings between
Employer and Employee concerning the subject matter of this Amendment. This
Amendment may be modified only by a written instrument signed by all of the
parties hereto. This Amendment shall be deemed to be made in, and in all
respects shall be interpreted, construed, and governed by and in accordance
with, the laws of the State of Georgia without reference to its conflicts of
law principles. This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
HORIZON MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, Chief Executive Officer
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
