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Amendment to the Employment
Agreement
Between NationsHealth, Inc. and Bryan Happ
THIS AMENDMENT is dated as of December 23, 2008, between
NationsHealth, Inc., a Delaware corporation (the
“Company”), and Bryan Happ (the
“Employee”).
WHEREAS , the Company and the Employee are parties to an
employment agreement dated May 14, 2008 (the “Employment
Agreement”);
WHEREAS , the Internal Revenue Service has issued final
regulations under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”); and
WHEREAS , the Employee and the Company have agreed to
amend the Employment Agreement as set forth below in order to
comply with the Section 409A final regulations.
NOW, THEREFORE , the Company and the Employee amend the
Employment Agreement, effective as of January 1, 2009 as
follows:
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1.
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The
following sentence is added after the first sentence of
Section 3(c):
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“Any bonus shall be paid by
the Company in the calendar year immediately following the
completion of the performance period as soon as practicable
following the completion of the audit of the Company’s
financial statements, but in no event later than December 31st
of such year.”
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2.
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The
following is added at the end of Section 4(d):
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“within 90 days after
Employee incurs such expenses. Reimbursement will be made within 90
days of the receipt by the Company of the appropriate
documentation.”
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3.
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The
following sentence replaces the second sentence of
Section 5(b):
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“Subject to Section 5(f) and
compliance with Section 7, and provided that the termination
of Employee’s employment constitutes a “separation from
service” within t
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