EXHIBIT 10.16
AMENDMENT TO
EMPLOYMENT AGREEMENT
AGREEMENT dated as of January 1, 2002 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 periodically thereafter ("Employment
Agreement"); and
WHEREAS, Employee and the Company desire to further amend the Employment
Agreement in certain respects;
WHEREAS, the Employment Agreement is not intended to guarantee continuity
of Employee's exact position, as such would impair the Corporation's essential
flexibility in acquiring and disposing of businesses; and
WHEREAS, the Company has offered Employee, and Employee has accepted, the
immediate vesting of all restricted portions of outstanding stock awards,
totalling _______ shares of Chemed capital stock, in conjunction with the below
amendments;
NOW, THEREFORE, Employee and the Company mutually agree that the Employment
Agreement shall be amended, effective as of January 1, 2002, as follows:
1. The first two sentences of Section 1.1(a) are hereby revised to read
as follows:
"The Company agrees to employ Employee and Employee agrees to work for
the Company as a senior executive, or in such other reasonably
comparable position as the Company shall determine suits the needs of
its business in keeping with the executive or managerial nature of the
Employee=s position, in its sole discretion. Employee will serve in
such management capacities as Company shall assign."
2. Section 2.5(e) is hereby deleted and replaced with the following:
"To the extent Employee succeeds in obtaining a final judgment in his favor
on the essential claims he may make against the Company in enforcement of
his rights under this Agreement, the Company shall thereafter repay him his
legal fees in such amount as is reasonable."
C. Section 3.4(b) is hereby revised to read as follows:
"(b) If the Company shall terminate Employee's employment hereunder Without
Cause, the Company shall pay Employee monthly severance payments at an
annual rate equal to 150% of the sum of: (i) the Employee's then current
base salary plus (ii) the amount of the annual incentive bonus most recently
paid or approved to be paid to such person in respect of the previous year,
plus (iii) the fair market value of all shares of Chemed Corporation capital
stock subject to restricted stock awards granted to Employee under the
Company's stock incentive plans which were scheduled to vest in accordance
with Exhibit A attached hereto, notwithstanding the fact that such shares
were vested on an accelerated basis effective January 1, 2002, 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 for in '1.2; provided, however,
that the severance payments shall be reduced by the amount of any Earned
Income received by the Employee from other sources for any period such
severance payments are payable. "Earned Income" shall mean income
attributable to personal services including salary, bonuses and incentive or
other supplementary compensation, whether payable currently or deferred, and
whether payable in cash or in property. Benefits attributable to executive
or employee stock options, benefit plans or other such arrangements shall
not constitute Earned Income. Incidental honorariums or fees received on an
infrequent basis shall not be included in Earned Income. However, consulting
fees, finders' fees and other income for personal services (other than
directors' fees) received in lieu of employment by others, or received on a
regular and continuing basis even if employed by another employer, shall be
included in Earned Income. Directors' fees shall not be included in Earned
Income."
D. The third sentence of Section 5.1 is hereby revised to read as
follows:
"The parties agree that, consistent with Section 1.1(a) hereof, any
material reduction in Employee's title, authority or responsibilities
from those he or she was exercising on the date of execution of this
Agreement shall not constitute a material breach of this Agreement by
the Company, as the Company requires flexibility in acquisition and
disposition of its businesses, and their staffing needs."
Except as specifically amended in this Amendment No. ___ 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
________________________
CHEMED CORPORATION
________________________
Edward L. Hutton
Chairman
SCHEDULE TO EXHIBIT 10.16
EMPLOYMENT AGREEMENTS
REVISED JANUARY 2, 2002
Name and Position Shares Vesting
- ----------------- --------------
Edward L. Hutton, Chairman 83,066
Kevin J. McNamara, President & Chief Executive Officer 30,018
Sandra E. Laney, Executive Vic President &
Chief Administrative Officer 17,575
Timothy S. O'Toole, Executive Vice President & Treasurer 17,575
Spencer S. Lee, Executive Vice President 7,616
Thomas C. Hutton, Vice President 9,248
Arthur V. Tucker, Jr., Vice President & Controller 7,402
John M. Mount, Vice President 3,395
Rick L. Arquilla, Director 6,545