a6087067ex10-2.htm


    EXHIBIT 10.2

    FIRST
AMENDMENT

    TO
EMPLOYMENT AGREEMENT

    


    


    AGREEMENT
dated as of July 9, 2009 between David P. Williams (“Employee”) and Chemed
Corporation (the “Company”).

     

    WHEREAS,
Employee and the Company have entered into an Employment Agreement dated
December 1, 2006 (“Employment Agreement”); and

     

    WHEREAS,
Employee and the Company desire to amend said Employment Agreement to comply
with the regulations issued under Section 409A of the Internal Revenue
Code.

     

    NOW,
THEREFORE, Employee and the Company mutually agree that the Employment Agreement
shall be amended, effective as of July 9, 2009, as follows:

     

    
      	
               
      

            	
              A.

            	
              The
      first and second sentences of Section 3.4(b) are hereby revised to read as
      follows:

            


    

     

    
      	
               
      

            	
              “If
      the Company shall terminate Employee's employment hereunder Without Cause,
      the Company shall pay Employee within 10 days of termination but in no
      event later than the following March 15 a lump sum amount in cash equal to
      two and one-half times his then annual base salary plus a lump sum amount
      in cash equal to the product of: (i) the average amount of the Employee’s
      annual incentives under the Company’s annual incentive plan paid or
      payable for the last three full fiscal years prior to termination; and
      (ii) a fraction, the numerator of which is the number of days in the
      fiscal year through the date of termination and the denominator of which
      is 365.  Employee shall also be eligible to participate in the
      Company’s welfare benefits plans such as health insurance, life insurance,
      long-term care insurance and long-term disability benefits plans for
      eighteen months following termination, at the then current employee
      contribution rates; provided that if the Employee is precluded from
      continuing his or her participation in any applicable plan, program, or
      arrangement, the Employee shall be provided with the after-tax cost of
      continuation of such coverage, including premiums under the Consolidated
      Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA Premiums”),
      for the Employee with respect to the benefits provided under such plan,
      program, or arrangement, paid as a lump sum payment within 10 days of
      termination, but in no event later than the following March
      15.”

            


    

    


    
      	
               
      

            	
              B.

            	
              Section
      3.4(d) is hereby revised to read as
follows:

            


    

     

    
      	
               
      

            	
              “If
      the Employee’s employment hereunder shall terminate pursuant to §3.1(a),
      (b), or (d), the Company shall pay Employee, during the period from the
      183rd
      to the 190th
      day following termination, in lieu of any amounts that may be due and
      payable under the Company’s annual incentive plan for the fiscal year of
      termination a lump sum amount in cash on termination equal to the product
      of: (i) the average amount of the Employee’s annual incentives under the
      Company’s annual incentive plan paid or payable for the last three full
      fiscal years prior to termination; and (ii) a fraction, the numerator of
      which is the number of days in the fiscal year through the date of
      termination and the denominator of which is 365.
  “

            


    

    


    
      	
               
      

            	
              C:

            	
              The
      final sentence of Section 6.7 is hereby added to read as
      follows:

            


    

     

    
      	
               
      

            	
              “All
      Payments are intended by Company and Employee to meet the requirements of
      Section 409A of the Code.”

            


    

     

     

    
      
         

      

      
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    Except as
specifically amended in this First Amendment to Employment Agreement, the
Employment Agreement shall continue in full force and effect.

     

    IN WITNESS
WHEREOF, the parties have duly executed this amendatory agreement as of the date
first above written.

     

    EMPLOYEE

    


    _/s/ David P.
Williams                                           

    David P. Williams

    


    


    CHEMED CORPORATION

    


    _Naomi C.
Dallob                                           

    Naomi C. Dallob

    Chief Legal Officer

     

     

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