Exhibit 10(b)
AGREEMENT BETWEEN
XXXXX HEALTHCARE CORPORATION AND
UNITED STATES TRUST COMPANY OF NEW YORK,
AS TRUSTEE REGARDING THE FIRST AMENDMENT
TO THE 1994 TENET SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN TRUST
This agreement (the "Agreement") between Xxxxx Healthcare Corporation, a
Nevada corporation (formerly known as National Medical Enterprises, Inc.)
(the "Company"), and United States Trust Company of New York (the
"Trustee"), is entered into this 30 day of October, 1996, as set forth below.
WHEREAS, the Company deems it in its best interest to provide for
the contribution of an additional One and One-Half Million (1,500,000) shares
of Company Stock, as defined below, to the 1994 Xxxxx Supplemental Executive
Retirement Plan Trust (the "SERP Trust"); and
WHEREAS, pursuant to Section 5 of the SERP Trust, the Company is
responsible for preparing and filing all required registration statements
relating to shares of Company Stock and other interests that may be issued
under the 1994 Xxxxx Supplemental Executive Retirement Plan (the "Plan"); and
WHEREAS, the parties have agreed to enter into this Agreement for
the purpose of providing an additional contribution of Company Stock to the
SERP Trust.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. AGREEMENT TO CONTRIBUTE SHARES
The Company hereby agrees to contribute and deposit an additional
One and One-Half Million (1,500,000) shares of the $0.075 par value per share
common stock of the Company (the "Company Stock"), which shall become part of
the principal of the SERP Trust and shall be held, administered and disposed
of by the Trustee as provided in the SERP Trust.
2. REGISTRATION OF SHARES
The Company and the Trustee hereby acknowledge and agree that the
Company shall be responsible for filing with the Securities and Exchange
Commission and with all applicable state agencies and authorities all
required registration statements relating to shares of Company Stock and
other interests which may be issued under the Plan, which filings shall be
made within 90 days of the date hereof. The Company also agrees that it
shall be responsible for, and that the Trustee shall not be responsible for,
preparing and filing such registration statements and for the accuracy of
statements contained therein, and for preparing or filing any other reports,
statements or filings required under federal or state securities laws with
respect to the Trust's investment in the Company Stock.
3. EXISTING TERMS AND CONDITIONS
The Company and the Trustee hereby agree that the additional shares
contributed to the SERP Trust herein, shall be subject to all the same terms
and conditions as those shares originally funded in the SERP Trust.
IN WITNESS WHEREOF, the Trustee and, pursuant to due authorization
from its Board of Directors, the Company have caused this Agreement to be
executed as of the day and year first above written.
XXXXX HEALTHCARE CORPORATION
/S/ XXXXX X. XXXXX
----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
UNITED STATES TRUST COMPANY
OF NEW YORK
/S/ XXXXXXX X. XXXX
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and Senior Trust Officer
