AMENDMENT TO
EMPLOYMENT AGREEMENT
This is an amendment (the "Amendment") made as of December 9, 2003, to
the Employment Agreement (the "Agreement") originally made as of July, 7, 2003,
by and between NeighborCare, Inc. (then known as Genesis Health Ventures, Inc.),
a Pennsylvania corporation (the "Company"), and JOHN ARLOTTA ("Executive").
Section 10.2 of the Agreement is amended and restated in its entirety
as follows:
10.2 Competitive Conduct. During the Term hereof and for a
period of two (2) years following the Executive's termination of
employment for any reason, the Executive shall not, except with the
Company's express prior written consent, directly or indirectly, in any
capacity, for the benefit of any Person:
(a) Solicit any Person with whom Executive had
substantial contact or about whom Executive acquired confidential
information during Executive's employment with the Company in any
manner which interferes or might interfere with such Person's
relationship with the Company, or in an effort to obtain such Person as
a customer, supplier, salesman, agent, or representative of any
business in competition with the Company.
(b) Solicit the employment of or hire, whether as an
employee, officer, director, agent, consultant or independent
contractor, any person who is, or was at any time during the twelve
(12) month period preceding the termination of the Executive's
employment through the expiration of this covenant, an employee,
consultant, officer or director of the Company or any of its
subsidiaries and affiliates (except for such employment by the Company
or any of its subsidiaries and affiliates);
(c) Establish, engage, own, manage, operate, join or
control, or participate in the establishment, ownership (other than as
the owner of less than one percent (1%) of the stock of a corporation
whose shares are publicly traded), management, operation or control of,
or be a director, officer, employee, salesman, agent or representative
of, or be a consultant to, any Person in any business in competition
with the Company anywhere in the United States or act or conduct
himself in any manner which the Executive would have reason to believe
inimical or contrary to the best interests of the Company. Executive
acknowledges that this nationwide restriction is reasonable and
necessary because Executive's responsibilities include strategies for
geographic expansion throughout the United States. Executive
acknowledges that the provisions contained in this section will not
impair Executive's ability to earn a livelihood because Executive has
the ability to engage in other professional activities that will not
breach these provisions.
Section 14 of the Agreement is amended and restated in its entirety as
follows:
14. Notices. Any notice to be given hereunder shall be in writing and
shall be deemed given when delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to such other
address as such party may subsequently give notice of hereunder in writing:
To Executive at: To the Company at:
c/o Richard S. Marcus NeighborCare, Inc.
Godfrey & Kahn, S.C. Seven East Lee Street
780 N. Water Street Baltimore, MD 21202
Milwaukee, Wisconsin 53202 Attention: Law Department
with a copy: And with a copy to:
Debra Sadow Koenig The Chairman of the Compensation
Godfrey & Kahn, S.C. Committee
780 N. Water Street
Milwaukee, Wisconsin 53202
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer, and Executive has signed this
Agreement, all as of the day and year first above written.
NEIGHBORCARE, INC.
By: /s/ John F. Gaither, Jr.
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Name: John F. Gaither, Jr.
Title: Senior Vice President, General Counsel
and Corporate Secretary
/s/ John Arlotta
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John Arlotta
Confirmed for the
Board of Directors
By: /s/ James Dondero
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