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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated as of September 15, 1998
("Amendment No. 1"), to the Employment Agreement dated as of March 2, 1998 (the
"Employment Agreement"), by and between XXXXXX-FIELD HEALTH PRODUCTS, INC., a
Delaware corporation having its principal place of business at 000 Xxxxx Xxxxx
Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Company"), and XXXX XXXXXXX, an individual
residing at 00 Xxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000 (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive are parties to the Employment
Agreement and a certain Change in Control Agreement dated as of March 2, 1998
(the "Initial Change in Control Agreement");
WHEREAS, the Company and the Executive desire to terminate the Initial
Change in Control Agreement in its entirety effective as of the date hereof and
enter into a new Change in Control Agreement effective as of the date hereof
(the "New Change in Control Agreement");
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to reflect the termination of the Initial Change in Control Agreement,
the execution of the New Change in Control Agreement and the modification of
certain terms and provisions of the Employment Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. TERMINATION OF INITIAL CHANGE IN CONTROL AGREEMENT. Effective as of
the date hereof, the Company and the Executive hereby agree that the Initial
Change in Control Agreement shall be terminated in its entirety and shall be of
no further force and effect.
2. THE NEW CHANGE IN CONTROL AGREEMENT. Effective as of the date
hereof, the Company and the Executive hereby agree that the New Change in
Control Agreement shall be in full force and effect.
3. AMENDMENT TO SECTION 8.13 OF THE EMPLOYMENT AGREEMENT. Section 8.13
of the Employment Agreement shall be amended in its entirety to provide as
follows:
"Except for the Change in Control Agreement dated as of September 15,
1998, between the Executive and the Company (the "Change in Control
Agreement") relating to payments to be made to the Executive in the
event of the
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termination of the Executive's employment with the Company following a
Change in Control (as defined therein), this Agreement constitutes the
entire understanding and agreement of the parties with respect to the
subject matter of this Agreement, and any and all prior agreements
(other than the Change in Control Agreement), understandings or
representations are hereby terminated and cancelled in their entirety;
provided that notwithstanding anything to the contrary contained in
this Agreement, in the event the Executive's employment is terminated
following a Change in Control, the Executive shall be entitled solely
to the amounts and benefits payable under the Change in Control
Agreement, which shall be in lieu of any and all amounts payable under
this Agreement."
4. FULL FORCE AND EFFECT OF EMPLOYMENT AGREEMENT. Except as provided
herein, the Employment Agreement shall remain in full force and effect in all
respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the date first above written.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
