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First Amendment To Employment Agreement - Inc. and Greg Taylor

                               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 Greg Taylor, an individual
("Employee") (together the "Parties").


               WHEREAS, the Parties had entered into an Employment Agreement on
January 1, 2001 (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 3 (a) is hereby deleted and revised to read in its entirety as

        Base Salary. The Company shall pay to Employee during the Term of
Employment a base salary at the rate of One Hundred Eighty Thousand Dollars
($180,000) per calendar year. Such salary shall be payable at least semi-monthly
in accordance with the Company's normal payroll procedures. (Employee's annual
salary, as set forth above or as it may be increased from time to time in the
Board's sole discretion, shall be referred to hereinafter as the "Base
Salary."). 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/ GREG TAYLOR                          By: /s/ CHRISTOPHER PETROVIC
   --------------------------------             --------------------------------
Name:  Greg Taylor                           Name:  Christopher Petrovic
                                             Title: Vice President

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