Third Amendment to Employment Agreement between National Home Health Care Corp. and Steven Fialkow

Summary

This amendment updates the employment agreement between National Home Health Care Corp. and Steven Fialkow, increasing his salary from $230,000 to $265,000 effective August 1, 2000. All other terms of the original agreement and previous amendments remain unchanged. The amendment is governed by New York law and requires any disputes to be resolved through arbitration in New York City. Both parties confirm their understanding and voluntary acceptance of the amendment.

EX-10.4 3 0003.txt THIRD AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.4 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This Third Amendment to Employment Agreement, dated as of August 1, 2000 (the "Amendment"), is by and 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 (the "Employee"). WHEREAS, the Company and the Employee are parties to an Employment Agreement dated as of November 1, 1997 (the "Agreement"), as amended by a First Amendment thereto dated as of December 1, 1998 (the "First Amendment") and a Second Amendment thereto dated as of October 7, 1999 (the "Second Amendment"); and WHEREAS, the Company and the Employee desire to amend the Agreement in certain respects. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions hereinafter set forth, the parties hereby agree as follows: 1. Amendment to the Agreement. The Agreement hereby is further amended effective as of the date hereof such that "$230,000" contained in Section 5(a) therein pursuant to the First Amendment is changed to "$265,000." 2. Agreement to Continue as Amended. Except as modified and amended by the First Amendment, the Second Amendment and by this Amendment, the Agreement shall remain and continue in full force and effect after the date hereof. 3. Applicable Law. This Amendment shall be negotiated and the transactions contemplated hereby consummated and fully performed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof. Nothing contained in this Amendment shall be construed so as to require the commission of any act contrary to law, and whenever there is any conflict between any provision of this Amendment and any statute, law, ordinance, order or regulation, contrary to which the parties hereto have no legal right to contract, the latter shall prevail, but in such event any provision of this Amendment so affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements. 4. Jurisdiction and Venue. It is hereby irrevocably agreed that all disputes or controversies between the Company and the Employee arising out of, in connection with or relating to this Amendment shall be exclusively heard, settled and determined by arbitration to be held in the City of New York, County of New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association to be conducted before a single arbitrator, who shall be either an attorney or retired judge licensed to practice law in the State of New York. The parties also agree that judgment may be entered on the arbitrator's award by any court having jurisdiction thereof and the parties consent to the jurisdiction of any court located in the City of New York, County of New York for this purpose. 5. Full Understanding. The Employee represents and agrees that he fully understands his right to discuss all aspects of this Amendment with his private attorney; that to the extent, if any, that he desired, he availed himself of this right; that he has carefully read and fully understands all of the provisions of this Amendment; that he is competent to execute this Amendment; that his agreement to execute this Amendment has not been obtained by any duress, and that he freely and voluntarily enters into it; and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this document which is that it constitutes an agreement of employment. 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Amendment. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. NATIONAL HOME HEALTH CARE CORP. By: /s/ Robert P. Heller ---------------------------------------------- Name: Robert P. Heller Title: Executive Vice President of Finance and Chief Financial Officer /s/ Steven Fialkow ------------------ STEVEN FIALKOW