Amendment to the Employment
Agreement
Between NationsHealth, Inc. and Glenn M. Parker,
M.D.
THIS AMENDMENT is dated as of December 23, 2008, between
NationsHealth, Inc., a Delaware corporation (the
“Company”), and Glenn M. Parker, M.D. (the
“Executive”).
WHEREAS , the Company and the Executive are parties to
an employment agreement dated March 9, 2004 (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 Executive 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 Executive 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(b):
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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 sentence is added after the second sentence of
Section 3(c):
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“Any
incentive compensation payment 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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3.
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The
word “elect” replaces the phrase “are eligible to
receive” in Section 4(b).
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4.
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The
following is added after the last sentence in
Section 4(b):
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“The
Company and the Executive intend that the first 18 months of
coverage shall be exempt from the application of Section 409A
of the Internal Revenue Code of 1986, as amended (the
“Code”). Any medical coverage required after such
18 month period shall be provided under an insurance policy in
a manner that is non-taxable under the Code.
