Amendment No. 2 to EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Agreement”) effective as of October 31, 2007, by and between L. Bryan Shaul (“Mr. Shaul”) and Sun Healthcare Group, Inc., a Delaware corporation (“Sun”);

 

WHEREAS, Sun and Mr. Shaul entered into an Employment Agreement dated as of February 14, 2005, and amended such Employment Agreement effective as of October 12, 2006 (as so amended, the “Employment Agreement”), and they desire to amend the Employment Agreement with respect to the terms and conditions of Mr. Shaul’s bonus eligibility, as approved by the Compensation Committee of the Board of Directors of Sun on February 27, 2007), as set forth below (capitalized terms used in this Agreement without definition shall have the meanings provided in the Employment Agreement).

 

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and agreements contained herein, Mr. Shaul and Sun agree as follows:

 

1.       Amendment.  Schedule A to the Employment Agreement is amended by deleting it in its entirety and inserting Schedule A hereto in lieu thereof.

 

2.       Miscellaneous.

 

(a)

Amendments, Waivers, Etc.  Except as otherwise provided herein, no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by both parties.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

(b)

Entire Agreement.  The Employment Agreement, as amended by this Agreement, sets forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in the Employment Agreement, as amended hereby, and the Employment Agreement, as so amended, shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof.  Except for the changes set forth in Section 1 and Schedule A hereto, the Employment Agreement shall remain in full force and effect.

 

(c)

Counterparts.  This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts together shall constitute one and the same instrument.

 

 

The parties hereto have executed this Agreement as of the date first above written.

/s/ L. Bryan Shaul	October 31, 2007
L. Bryan Shaul	Date
SUN HEALTHCARE GROUP, INC.
By   /s/ Richard K. Matros	October 31, 2007
Its Chief Executive Officer	Date

Mr. Shaul’s Bonus for any fiscal year shall be based on the criteria set forth below.    There are two components to his Bonus:  EBITDA and individual goals, which are defined and outlined below.  In no event shall his Bonus exceed 120% of his Base Salary for such fiscal year.

1.           Maximum Amount.  The maximum amount of the Bonus shall be based upon the earnings before interest, taxes, depreciation and amortization of Sun (“EBITDA”), as published by Sun in its press release announcing financial results for the year in which the Base Salary was earned, but excluding the effect of actuarial adjustments for self-insurance for general and professional liability.  The Compensation Committee reserves the right to make adjustments to the calculation, including the inclusion or exclusion of discontinued operations and other normalizing adjustments.

The Compensation Committee shall establish the EBITDA target each year.The potential amount of the  Bonus shall be based upon actual EBITDA attained as a percentage of the target EBITDA as follows:  if actual EBITDA is less than 85% of target EBITDA, the maximum amount of the Bonus (the “Maximum Amount”) will be zero; if actual EBITDA is 85% of target EBITDA, the Maximum Amount will be 10% of Base Salary; if actual EBITDA is 100% of target EBITDA, the Maximum Amount will be 50% of Base Salary (if actual EBITDA is greater than 85% but less than 100% of target EBITDA, the amount will be pro rated between 10% and 50% of Base Salary); and if actual EBITDA is 115% (or greater) of target EBITDA, the Maximum Amount will be 120% of Base Salary (if actual EBITDA is greater than 100% but less than 115% of target EBITDA, the Maximum Amount will be pro rated between 50% and 120% of Base Salary).  

2.           EBITDA Component.  In the event that the Maximum Amount is greater than zero, then Mr. Shaul shall be paid 80% of the Maximum Amount in recognition of the achievement of the EBITDA target.    

3.           Individual Goals Component.  The Chief Executive Officer of Sun (the “CEO”) shall establish the individual goals each year after consulting with Mr. Shaul, the Compensation Committee, and such others as the CEO deems appropriate.  In the event that the Maximum Amount is greater than zero, then Mr. Shaul shall be paid up to 20% of the Maximum Amount in recognition of the achievement of his individual goals, to be determined as follows: after the fiscal year end, the CEO shall make a recommendation to the Compensation Committee as to what extent the goals have been met.  The Compensation Committee shall determine the amount of this component of the Bonus to be paid to Mr. Shaul based upon the level of attainment of the goals.

4.           Timing of Payment.  Both components of the Bonus shall be paid to Mr. Shaul at the time specified in Section 3(b).

 

 

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