EXHIBIT 10.2
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 2 dated as of July 30, 2002 (this
"Amendment ") is entered into by and between RAMSAY YOUTH SERVICES, INC., a
Delaware corporation (the "Company"), and XXXXXXXX XXXXXX (the "Employee").
WHEREAS, the Company (then known as Ramsay Health Care, Inc.)
and the Employee have entered into that certain Employment Agreement dated as of
August 12, 1996 and that certain Amendment No. 1 to Employment Agreement dated
as of December 1, 1998 (collectively, the "Agreement"); and
WHEREAS, the Company and the Employee desire to amend certain
terms of the Agreement as hereinafter set forth.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 1.2 of the Agreement is hereby deleted in
its entirety and replaced with the following:
"1.2 The term of the Employee's employment under this
Agreement (including any extended term, the "term of this
Agreement") shall commence on the date hereof and shall
terminate on June 30, 2004, unless extended or sooner
terminated in accordance with this Agreement."
2. Section 2 of the Agreement is hereby deleted in its
entirety and replaced with the following:
"During the term of this Agreement, the Employee shall serve
in the position of Executive Vice President of the Company.
The Employee shall perform, faithfully and diligently, such
duties, and shall have such responsibilities, appropriate to
such position, as shall be assigned to him from time to time
by the Chief Executive Officer of the Company. The Employee
shall report directly to the Chief Executive Officer of the
Company."
3. Section 3.1(a) of the Agreement is hereby deleted
in its entirety and replaced with the following:
"3.1 SALARY. (a) During the term of this Agreement,
in consideration of the performance by the Employee of the
services set forth in Section 2 and his observance of the
other covenants set forth herein, the Company shall pay the
Employee, and the Employee shall accept, a base salary at the
rate of $125,000 per annum, payable in accordance with the
standard payroll practices of the Company."
4. For purposes of Section 3.1(b) of the Agreement, the
anniversary date shall be July 15, 2003 and each subsequent July 15 during the
term of the Agreement and the adjustment shall be made using the Consumer Price
Indices for June (but otherwise in the same manner as set forth in Section
3.1(b)).
5. A new Section 3.4 is hereby added to the Agreement
to read as follows:
"3.4 GUARANTEED PAYMENT. The Company shall pay to the
Employee a guaranteed payment in the amount of $500,000 on (i)
January 15, 2003 or (ii) such earlier date as shall be
determined by the Chief Executive Officer of the Company in
his sole discretion, following a request by the Employee for
payment. In the event of the termination of the employment of
the Employee by the Company or by reason of the death or
disability of the Employee prior to payment of the guaranteed
payment, the Employee (or his estate) shall be entitled to
receive the guaranteed payment on the date of such termination
of employment."
6. Section 2 of this Amendment shall be effective as of
the close of business on June 30, 2002 and the other sections of this Amendment
shall be effective as of the close of business on July 15, 2002.
7. Except as specifically modified by this Amendment,
all of the terms and provisions of the Agreement are hereby reaffirmed and shall
remain in full force and effect and shall not be altered or amended in any
manner.
8. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely within such State, without regard to any conflict
of laws principles of such State.
9. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, the Company and the Employee have executed
this Amendment as of the date first above written.
RAMSAY YOUTH SERVICES, INC.
By /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
President and Chief Executive Officer
/s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
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