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EXHIBIT 10.13
AMENDMENT NO. 8
TO EMPLOYMENT AGREEMENT
AGREEMENT dated as of May 20, 1996 between ________________
("Employee") and Chemed Corporation (the "Company").
WHEREAS, Employee and the Company have entered into an
Employment Agreement dated as of May 2, 1988 and amended May 15, 1989, May 21,
1990, May 20, 1991, May 18, 1992, May 17, 1993, May 16, 1994 and May 15, 1995
("Employment Agreement"); and
WHEREAS, Employee and the Company desire to further amend the
Employment Agreement in certain respects.
NOW, THEREFORE, Employee and the Company mutually agree that the
Employment Agreement shall be amended, effective as of May 20, 1996, as follows:
A. The date, amended as of May 15, 1995, set forth in Section 1.2
of the Employment Agreement, is hereby deleted and the date of
May 3, 2001 is hereby substituted therefor.
B. The base salary amount set forth in the first sentence of
Section 2.1 of the Employment Agreement is hereby deleted and
the base salary amount of $________ per annum is hereby
substituted.
C. The amount of unrestricted stock award recognized in lieu of
incentive compensation in 1995 is $____________.
D. Section 3.4(b)(iii) is hereby amended to read as follows:
Section 3.4(b)(iii) The fair market value of all shares of
Chemed Corporation capital stock and its subsidiaries' common
stock subject to stock awards granted to Employee under one or
more stock incentive plans of Chemed Corporation or of any of
its subsidiaries which have vesting during the 12 months prior
to the Employee's
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termination, such fair market value to be determined as of the
date of vesting of any such shares. Such monthly severance
payments shall be made for a period equal to the balance of the
term of employment provided in Section 1.2.
Except as specifically amended in this Amendment No. 8 to Employment
Agreement, the Employment Agreement, as amended, shall continue in full force
and effect in accordance with its terms, conditions and provisions.
IN WITNESS WHEREOF, the parties have duly executed this
amendatory agreement as of the date first above written.
EMPLOYEE
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CHEMED CORPORATION
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Kevin J. McNamara
President
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SCHEDULE TO EXHIBIT 10.13
Minimum Current
Annual Current (a) Expiration
Base Salary Stock Award Date of
Name and Position and Bonus Compensation Agreement
- ----------------- --------- ------------ ---------
Kevin J. McNamara 270,180,00 25,680.24 5/3/2001
President 179,467.00
Paul C. Voet 285,344.00 -0- 5/3/2001
Executive Vice President 135,210.00
Timothy S. O'Toole 161,666.80 32,263.22 5/3/2001
Executive Vice President 70,447.00
and Treasurer
Sandra E. Laney 162,583.48 24,215.94 5/3/2001
Senior Vice President and 174,033.00
Chief Administrative Officer
Arthur V. Tucker 107,250.08 8,044.89 5/3/2001
Vice President and Controller 48,123.00
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(a) Amount of unrestricted stock award recognized in lieu of incentive
compensation in 1995.