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EXHIBIT 10.2
AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT
This
Amendment No.1 to Employment Agreement , dated as of June 4,
2007 (this “ Amendment ”), between National
Home Health Care Corp. , a Delaware corporation having an
address at 700 White Plains Road, Scarsdale, New York 10583 (the
“ Company ”), and Steven Fialkow , an
individual having an address at 700 White Plains Road, Scarsdale,
New York 10583 (“ Employee ”).
W I T N E S S E T H :
WHEREAS,
the Company and the Employee desire to amend the Employment
Agreement, dated as of November 28, 2006 (the “ Employee
Agreement ”), between the Company and the Employee,
pursuant to the terms hereof.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1.
Amendments .
(a)
In the first sentence of Section 5(a) of the Employment
Agreement, the number “$525,000” is hereby deleted and
replaced with the following number: “$475,000".
(b)
The following sentence is added to the end of Section
5(b)(ii) of the Employment Agreement:
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“Notwithstanding anything to the contrary herein, the
parties agree that in lieu of the determination of the Base Year
Amount set forth in this Section 5(b)(ii), on the Effective Date,
the Employee and the Company shall negotiate in good faith to
equitably adjust the Base Year Amount taking into account the
increase in EBITDA of the Company for the four fiscal quarters of
the Company ending April 30, 2007 relative to the EBITDA of the
Company for the four fiscal quarters of the Company ending
immediately prior to the date of the Employment Agreement (i.e.,
November 28, 2006).” |
(c)
The following clause is added to the end of the first sentence of
Section 5(c) of the Employment Agreement:
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“; provided , that the first $250,000 otherwise
payable to the Employee in respect of such Profits Interest shall
be paid to the persons or entities who have made contributions of
Contributed Capital to the Company pro rata in accordance with
their respective contributions of Contributed
Capital.” |
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