EXHIBIT 10.9.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment"), entered into and
effective as of August 1, 2004, by and between AMEDISYS, INC., a Delaware
corporation (the "Company"), and XXXXX XXXXXX ("XXXXXX").
WHEREAS, Company and XXXXXX are parties to that certain Employment
Agreement dated February 1, 2000, as amended (the "Agreement"), whereby the
Company and XXXXXX agreed, among other things, on the terms and condition of
XXXXXX'x employment and severance with the Company.
WHEREAS, the Company and XXXXXX desire to amend the Agreement as
specifically set forth herein.
NOW, THEREFORE, the parties mutually agree as follows:
1. RECITATIONS. The above recitations are incorporated herein by this
reference.
2. FIRST MODIFICATIONS TO THE AGREEMENT. Recital "B" of the Agreement
shall be deleted in its entirety and replaced with:
"X. XXXXXX is employed by the Company as the President and Chief
Operations Officer."
3. SECOND MODIFICATION TO THE AGREEMENT. Section 2 of the Agreement
shall be deleted in its entirety and replace with:
"2. PERFORMANCE OF DUTIES. XXXXXX shall perform such duties as are
usually performed by the President and Chief Operations
Officer of health care companies of a business similar in size
and scope as the Company and such other reasonable additional
duties as may be prescribed from time to time by the Company's
Chief Executive Officer which are reasonable and consistent
with the expectations of the Company and the Company's
operations, taking into account XXXXXX'x expertise and job
responsibilities, including but not limited to, adherence to
internal compliance and governmental and regulatory rules,
regulations and applicable laws. XXXXXX shall report directly
to the Chief Executive Officer of the Company or his
designee."
4. THIRD MODIFICATION TO THE AGREEMENT. Section 4.1 of the Agreement
shall be deleted in its entirety and replaced with:
4.1 "Salary. Company shall pay to XXXXXX a base salary at the annual
rate of $300,000.00 (the "Base Salary"). Notwithstanding anything
herein to the contrary, the Company shall have the sole discretion
at any time and from time to time to increase the Base Salary. Base
Salary shall be payable in installments consistent with the
Company's normal payroll schedule, in effect from time to time,
subject to applicable withholding and other taxes.
5. EFFECT OF THIS AMENDMENT. Except as specifically stated herein, the
execution and delivery of this Amendment shall in no way affect the
respective obligations of the parties under the Agreement, all of
which shall continue in full force and effect.
6. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
executed, effective as of the date and year first written above.
AMEDISYS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, CEO
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
