Second Amendment to Amended and Restated Employment Agreement between National Home Health Care Corp. and Frederick H. Fialkow

Summary

This amendment, dated August 1, 2000, is between National Home Health Care Corp. and Frederick H. Fialkow. It modifies their existing employment agreement by removing the $150,000 annual cap on payments to the employee under a specific section. All other terms of the original agreement remain in effect. The amendment is governed by New York law and requires any disputes to be resolved through arbitration in New York City. Both parties confirm they understand and voluntarily accept the amendment.

EX-10.8 4 0004.txt SECOND AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT EXHIBIT 10.8 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amendment to Amended and Restated 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 FREDERICK H. 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 Amended and Restated Employment Agreement (the "Agreement"), as amended by a First Amendment to Amended and Restated Employment Agreement (the "First Amendment"), both dated as of December 1, 1998; and WHEREAS, the Company and the Employee desire to amend the Agreement to give effect ab initio to a change in the term of the Agreement as originally agreed among the parties. 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 amended effective as of the date hereof such that the words "Notwithstanding anything else contained in this paragraph 4(B), the maximum amount payable to Employee under this paragraph 4(B) for any fiscal year shall be $150,000" contained in Section 4(B) of the Agreement are deleted. 2. Agreement to Continue as Amended. Except as modified and amended by the First 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 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. 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: Vice President of Finance and Chief Financial Officer /s/ Frederick H. Fialkow ------------------------------------ FREDERICK H. FIALKOW