EXHIBIT 10.46
AMENDMENT NO. 5 TO
EMPLOYMENT AGREEMENT
This is an Amendment dated April 27, 2005 (the "Amendment") to the
Employment Agreement (as hereinafter defined) by and between SELECT MEDICAL
CORPORATION, a Delaware corporation (the "Employer"), and XXXXXXXX X. XXXX, an
individual (the "Employee").
Background
A. The Employer and the Employee executed and delivered that certain
Employment Agreement dated as of March 1, 2000, that certain Amendment No. 1 to
Employment Agreement dated as of August 8, 2000, and that certain Amendment No.
2 to Employment Agreement dated as of February 23, 2001, that certain Amendment
No. 3 to Employment Agreement dated as of December 10, 2004, and that certain
Amendment No. 4 to Employment Agreement dated as of February 24, 2005 (as
amended, the "Employment Agreement"). The Employer and the Employee now desire
to further amend the Employment Agreement as hereinafter provided.
B. Accordingly, and intended to be legally bound hereby, the Employer and
the Employee agree as follows: Agreement
1. The following sentence is hereby added to the end of Section 3.05 of
the Employment Agreement:
"The Employee will not continue to accrue or receive employee benefits
after the end of the Term (as the Term may be extended or shortened in
accordance with the provisions hereof or by mutual agreement of the
parties hereto), except that, after the Employee retires, the Employer
will continue to provide health and dental insurance policies to the
Employee (and the Employee's eligible family members) until the Employee
reaches the age of 65. Such policies shall be substantially similar to
those provided to the Employee (and the Employee's eligible family
members), and will be provided on the same basis as they were provided,
just prior to the Employee's retirement (it being understood that the
Employee will be required to make the same level of contribution to the
cost of such benefits as are made by the other employees of the Employer
who remain employed by the Employer and receive such benefits after the
date of the Employee's retirement)."
2. Except as amended hereby, the Employment Agreement shall continue in
effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
SELECT MEDICAL CORPORATION
/s/ Xxxxxx X. Xxxxxxxx
By: ____________________________________
Xxxxxx X. Xxxxxxxx,
Chief Executive Officer
/s/ Xxxxxxxx X. Xxxx
____________________________________
XXXXXXXX X. XXXX
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