Exhibit 10.20
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This is an Amendment to the
Employment Agreement originally effective January 1, 1996 between
Almost Family, Inc. (f/k/a Caretenders Health Corp.) (the
"Corporation") and William B. Yarmuth (the "Employee"), which
Amendment shall be effective January 1, 2009.
Recital
A. Corporation and Employee entered into an
employment agreement dated January 1, 1996 (the "Employment
Agreement") providing for the employment of the Employee by the
Corporation for a period and upon the other terms and conditions
therein stated.
B. Corporation
and Employee now mutually desire to amend the Employment Agreement
to ensure that it complies with Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"), and the final
Treasury Regulations promulgated thereunder.
C. The
parties intend that except as expressly amended by this Amendment
to the Employment Agreement, the Employment Agreement shall remain
in full force and effect. Further, this Amendment shall form a part
of the Employment Agreement for all purposes and the Employment
Agreement and this Amendment shall be read together.
NOW, THEREFORE, in consideration of
the mutual promises and covenants herein contained, the sufficiency
of which is specifically acknowledged by the Corporation and the
Employee, it is agreed as follows:
Amendment
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1.
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The first sentence of Section 6 is amended to
read as follows:
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The Corporation shall reimburse the
Employee for all expenses reasonably incurred by him in connection
with the performance of his duties hereunder, within a reasonable
time after submission of a complete reimbursement request, but no
later than the last day of the Employee’s taxable year
following the taxable year in which the expense is
incurred.
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2.
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Section 8(a) is amended to add the following to
the end thereof:
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Provided that, for purposes of the
timing of payments triggered by the Employee’s termination of
employment under this Section 8(a), due to Disability under Section
8(b), or following a Change in Control under Section 8(c),
the
termination of employment shall not
be considered to have occurred until the date the Employee has a
"Termination of Employment" under Code Section 409A, which shall
occur on the date the Employee and the Corporation reasonably
anticipate that (i) Employee will not perform any further services
for the Corporation or any other entity considered a single
employer with the Corporation under Section 414(b) or (c) of the
Internal Revenue Code (but substituting 50% for 80% in the
application thereof) (the "Employer Group"), or (ii) the level of
bona fide services Employee will
