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AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Amended and Restated Employment Agreement
(the "Amendment") made as of the 1st day of September, 1998, by and between
NovaCare, Inc., a Delaware corporation (the "Company"), and Xxxx X. Xxxxxx (the
"Executive"),
W I T N E S S E T H:
WHEREAS, the parties have heretofore entered into an Amended and
Restated Employment Agreement dated as of July 1, 1998 (the "Employment
Agreement"); and
WHEREAS, the Board of Directors of the Company approved, at its meeting
held on August 5, 1998, a further amendment to the Employment Agreement to
modify the definition of Change in Control, as such term relates to the
immediate vesting of Company stock options held by the Executive:
WHEREAS, the parties now wish to amend the Employment Agreement to
provide that all stock options held by Executive immediately vest and become
fully exercisable upon a Change in Control of the Company, as defined in this
amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereby agree as follows:
1. For purposes of Section 3.3(iv) of the Agreement, the term "Change
in Control of the Company" as defined in Section 6.7 of the Agreement, shall be
modified to include, in addition to the items set forth in clauses (A), (B) and
(C) of Section 6.7, the following clause "(D)":
"(D) a spin-off, split-off, stock dividend or other similar
transaction involving the Company's outpatient services business, the
Company's orthotics and prosthetics business or the Company's long-term
care services business."
In addition, the provisions of Section 3.3(iv) of the Agreement (as
amended in this Amendment) shall be applicable to any and all options to acquire
the Company's common stock held be Executive.
2. In all other respects the Employment Agreement shall remain in full
force and effect without change.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
NOVACARE, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
