Attached files
Exhibit
10.21
AMENDMENT
NUMBER ONE
TO
THE
EMPLOYMENT
AGREEMENT
BY
AND BETWEEN
KINETIC
CONCEPTS, INC. AND
CATHERINE
M. BURZIK
Amendment
is made this 22nd day
of December, 2008, to the Employment Letter issued to Catherine M. Burzik by
Kinetic Concepts, Inc. (“Company”).
WITNESSETH:
WHEREAS, the Company
and Catherine M. Burzik (“Executive”) entered into an Employment Agreement dated
October 16, 2006 (“Employment Agreement”); and
WHEREAS, it is necessary to
amend the Employment Agreement to bring it into compliance with Internal Revenue
Code section 409A and the final Treasury Regulations (collectively, “Section
409A”) issued thereunder; and
WHEREAS, the Company and
Executive believe it is in the best interest of the Company and Executive to
adopt this Amendment Number One.
NOW, THEREFORE, BE IT
RESOLVED, that effective as of December 31, 2008, the Employment
Agreement is amended as follows:
|
1.
|
The
Termination Section of the Employment Agreement is amended by adding the
following to the end thereof:
|
“In the event your employment
is terminated by the Company at any time other than for Cause (as defined in the
Equity Plan) or is terminated by you for Good Reason (as defined herein), any
severance payments to which you are entitled shall be delayed and paid on the
earlier to occur of (x) the date that is one day after the date that is six
months after the date of your termination of employment or (y) the date of your
death following such termination of employment. However,
notwithstanding the foregoing to the contrary, in the event that (i) your
employment is terminated due to your death or (ii) you incur a disability (as
disability is defined within Section 409A), any benefits payable to you shall be
paid immediately, but in no event later than 2½ months following the end of the
taxable year in which occurs your death or disability.”
|
2.
|
The
Benefits Upon a Change in Control Section of the Employment Agreement is
amended by adding the following to the end
thereof:
|
“The
payment of any applicable Gross-Up Payment shall be made immediately after you
become entitled to such Gross-Up Payment hereunder, but in no event later than
2½ months following the end of the taxable year in which you remit payment of
the excise tax that is the subject of such Gross-Up Payment.”
IN WITNESS WHEREOF, this
Amendment Number One has been executed the day and year first above
written.
|
KINETIC CONCEPTS,
INC.
|
CATHERINE M. BURZIK | |
|
By: /s/ Jim
Cravens
|
/s/ Catherine M. Burzik | |
| Its: Sr. V.P., HR |