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EXHIBIT 10.2
FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT
AGREEMENT dated as of July 9, 2009 between David
P. Williams (“Employee”) and Chemed Corporation (the
“Company”).
WHEREAS, Employee and the Company have entered
into an Employment Agreement dated December 1, 2006
(“Employment Agreement”); and
WHEREAS, Employee and the Company desire to amend
said Employment Agreement to comply with the regulations issued
under Section 409A of the Internal Revenue Code.
NOW, THEREFORE, Employee and the Company mutually
agree that the Employment Agreement shall be amended, effective as
of July 9, 2009, as follows:
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The first and
second sentences of Section 3.4(b) are hereby revised to read as
follows:
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“If the
Company shall terminate Employee's employment hereunder Without
Cause, the Company shall pay Employee within 10 days of termination
but in no event later than the following March 15 a lump sum amount
in cash equal to two and one-half times his then annual base salary
plus a lump sum amount in cash equal to the product of: (i) the
average amount of the Employee’s annual incentives under the
Company’s annual incentive plan paid or payable for the last
three full fiscal years prior to termination; and (ii) a fraction,
the numerator of which is the number of days in the fiscal year
through the date of termination and the denominator of which is
365. Employee shall also be eligible to participate in
the Company’s welf
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