Amendment to Employment Letter Agreement between Matria Healthcare, Inc. and Jeffrey D. Koepsell

Summary

This amendment updates the employment letter agreement between Matria Healthcare, Inc. and Jeffrey D. Koepsell. It requires Mr. Koepsell, as a condition for being nominated to the company's Board of Directors, to sign an irrevocable resignation from the Board, effective upon the end of his employment for any reason. Any severance payments or post-employment consulting arrangements are contingent on this resignation taking effect.

EX-10.2 4 0004.txt AMENDMENT TO EMPLOYMENT LETTER AGREEMENT AMENDMENT That certain Letter Agreement dated May 16, 2000, by and between Matria Healthcare, Inc. (the "Company") and Jeffrey D. Koepsell ("you"), is hereby amended to add the following paragraph: As a condition to being nominated for election to the Company's Board of Directors, you agree to execute an irrevocable resignation from the Board of Directors, attached as Exhibit A, to be effective upon termination of your employment with the Company for any reason. Any severance payments to which you are entitled under the terms of this offer and your entitlement to be established as "consultant" to the Company following termination of employment are expressly conditioned upon the effectiveness of such resignation from the Board of Directors. Dated as of the 18th day of May, 2000. MATRIA HEALTHCARE, INC. /s/ Jeffrey D. Koepsell /s/ Donald R. Millard ____________________________ By:______________________________ Jeffrey D. Koepsell Donald R. Millard President and Chief Executive Officer EXHIBIT A I hereby resign as a member of the Board of Directors of Matria Healthcare, Inc. (the "Company"). This resignation shall be irrevocable and shall be effective upon termination of my employment with the Company for any reason. /s/ Jeffrey D. Koepsell ------------------------------ Jeffrey D. Koepsell