AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") made this 10th
day of October, 1997, by and between NovaCare, Inc., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxx (the "Executive"),
W I T N E S S E T H:
WHEREAS, the parties have heretofore entered into an Employment
Agreement dated as of January 6, 1995 (the "Employment Agreement"); and
WHEREAS, the parties now wish to amend the Employment Agreement to
provide for accelerated vesting of options to purchase the common stock, $.01
par value, of the Company (the "Stock") heretofore or hereafter granted to
Executive upon certain occurrences;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereby agree as follows:
The Employment Agreement is hereby amended by adding after the last
paragraph in Section 3.3 [Stock Options] the following language:
"All options, in addition to the Options, to purchase common
stock of the Company, par value $.01 per share, heretofore or hereafter
granted to Executive shall become exercisable in full upon a Change in
Control of the Company."
In all other respects the Employment Agreement shall remain in full
force and effect without change.
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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Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
EXECUTIVE:
/s/ Xxxxx X. Xxxxx
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