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First Amendment to Employment Agreement - Inc and Stephen Plutsky

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

               This First Amendment ("Amendment") is made and entered into
effective as of October 1, 2001 (the "Effective Date") to the Employment
Agreement referenced below by and between, Inc., DBA Dr. Koop
LifeCare Corporation ("Company" or "Employer"), and Stephen Plutsky, an
individual ("Employee") (together the "Parties").


               WHEREAS, the Parties had entered into an Employment Agreement on
August 22, 2000 (the "Original Agreement"); and

               WHEREAS, the Parties now want to amend the Original Agreement to
make such changes as are specifically covered herein and as specifically
identified in italics.


               NOW, THEREFORE, for good and valuable consideration, and in
consideration of the mutual covenants and conditions herein set forth, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as

        Section 4.1 is hereby deleted and revised to read in its entirety as

        Base Compensation. A salary in the amount of $112,500 per year to be
paid consistent with the standard payroll practices of Employer in place from
time-to-time, as may be adjusted from time-to-time by the Board in its
discretion (the "Base Compensation"). The Parties acknowledge that the
aforementioned salary represents a reduction from said salary set forth in the
Original Agreement. Said reduction shall be deferred, and consequently accrued
by Employee until Employer achieves cash flow surplus on a pro-forma operating
basis. Upon achieving said status, Employer will revert Employee's salary to the
amount set forth in the Original Agreement and reimburse Employee the accrual
over a three-month period, provided that said reimbursement does not result in a
monthly cash flow deficit by Employer. In the event Employer cannot raise
additional operating capital sufficient to continue its business operations,
Employer shall use its best efforts to reimburse the aforementioned accrual to
Employee. However, the Parties acknowledge that this representation of "best
efforts" does not amount to a promise or guarantee on the part of Employer. The
Parties further acknowledge that any and all salary-related consideration
referenced in Employee's Original Agreement and otherwise, including but not
limited to severance pay and vacation accrual, shall be controlled and governed
by the base salary amount referenced in the Original Agreement. In the event of
change of control on the part of Employer or termination of Employee without
cause or good reason, all accrued salary shall become immediately due and
payable to Employee.


Except as set forth in this Amendment, the Original Agreement shall remain in
full force and effect and references in the Original Agreement to "this
Agreement", "hereunder", "herein", "hereof", and words of like effect shall mean
the Original Agreement as so amended by this Amendment.

This Amendment may be executed in one or more counterparts and/or by facsimile,
each of which shall be deemed an original and all of which signed counterparts,
taken together, shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
Date referenced above.

Employee                                     Dr. Koop LifeCare Corporation

By: /s/ STEPHEN PLUTSKY                      By: /s/ CHRISTOPHER PETROVIC
   --------------------------------             --------------------------------
Name: Stephen Plutsky                        Name: Christopher Petrovic
                                             Title: Vice President

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