Exhibit 10.73





Exhibit 10.73




Amendment to the Employment Agreement

Between NationsHealth, Inc. and Tim Fairbanks




THIS AMENDMENT is dated as of December 23, 2008, between NationsHealth, Inc., a Delaware
corporation (the “Company”), and Tim Fairbanks (the “Executive”).



WHEREAS, the Company and the Executive are parties to an employment agreement dated May 14,
2008 (the “Employment Agreement”);



WHEREAS, the Internal Revenue Service has issued final regulations under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”); and



WHEREAS, the Executive and the Company have agreed to amend the Employment Agreement as set
forth below in order to comply with the Section 409A final regulations.



NOW, THEREFORE, the Company and the Executive amend the Employment Agreement, effective as of
January 1, 2009 as follows:




	1.	 	The following sentence is added after the first sentence of Section 3(b):
	 
	 	 	“Any bonus shall be paid by the Company in the calendar year immediately following
the completion of the performance period as soon as practicable following the
completion of the audit of the Company’s financial statements, but in no event later
than December 31st of such year.”






	2.	 	The word “elect” replaces the phrase “are eligible to receive” in Section 4(b).






	3.	 	The following is added after the last sentence in section 4(b):
	 
	 	 	“The Company and the Executive intend that the first 18 months of coverage shall be
exempt from the application of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”). Any medical coverage required after such 18 month period shall
be provided under an insurance policy in a manner that is non-taxable under the Code.
The Company may choose to provide this coverage under its group policy covering active
employee. If the Company is unable to provide such coverage under its group policy, it
shall use commercially reasonable efforts to secure and individual policy to provide
for coverage on the same basis as under the Company’s group medical plan as in effect
on the Executive’s separation from service.”






	4.	 	The following is added at the end of Section 4(d):
	 
	 	 	“within 90 days after Executive incurs such expenses. Reimbursement will be made within 90
days of the receipt by the Company of the appropriate documentation.”




 


 









 











	5.	 	The following replaces the first sentence of Section 5(b):
	 
	 	 	“Upon termination of this Amended Agreement before the end of the current term (x)
by the Company without Cause or (y) by the Executive for Good Reason or disability,
Executive shall be entitled to his accrued base salary and any bonus amount earned but
not yet paid (the “Accrued Compensation”). Subject to compliance with Sections 7 and
8, and provided that the termination of Executive’s employment constitutes a
“separation from service” within the meaning of Section 409A of the Code and as
determined after applying the presumptions set forth in Treas. Reg. Section
1.409A-1(h)(1), Executive shall also be entitled to all of the following benefits:”






	6.	 	Section 5(b)(i) is amended and restated as follows:
	 
	 	 	“Unless the Executive is a “specified employee” within the meaning of Section 409A of the
Code (determined using any identification date designated by the Company in accordance
with Section 409A), the Company shall pay to the Executive, immediately after the date
of termination, a lump-sum payment equal to the Executive’s Annual Salary for
twenty-four (24) months. If the Executive is a “specified employee” within the meaning
of Section 409A, the Company shall make the payment on the first regular pay date
following the six-month anniversary of the date of termination.”






	7.	 	The word “elect” replaces the phrase “are eligible to receive” in Section 5(b)(ii).






	8.	 	The following is added at the end of Section 5(b)(ii):
	 
	 	 	“The Company and the Executive intend that the first 18 months of coverage shall be
exempt from the application of Section 409A of the Code. Any medical coverage required
after such 18 month period shall be provided under an insurance policy in a manner that
is non-taxable under the Code. The Company may choose to provide this coverage under
its group policy covering active employee. If the Company is unable to provide such
coverage under its group policy, it shall use commercially reasonable efforts to secure
and individual policy to provide for coverage on the same basis as under the Company’s
group medical plan as in effect on the Executive’s separation from service.”






	9.	 	Section 5(d) is amended and restated as follows:
	 
	 	 	“If prior to May 12, 2010 there is a Change of Control, and following the Change of
Control, the Executive and the Company or the surviving entity, as the case may be,
cannot, within 60 days following the date of the Change of Control, agree on employment
terms under which the Executive remains in the employ of the Company or the surviving
entity, then the Executive shall be entitled, in addition to any other termination
benefits conferred upon Executive following a Change of Control pursuant to Section
5(b), to an additional lump sum payment of $500,000.00 (the “Supplemental Change of
Control Payment”), payable within 30 days following the date that the parties determine
that they were not able to reach an agreement, but in no event later than March 15th of
the year following the year in which the Change of Control occurs.”






	10.	 	Except as expressly modified by the terms of this Amendment, the provisions of the Employment
Agreement shall continue in full force and effect.







	11.	 	This Amendment may be executed in several counterparts, each of which shall be deemed an
original and which together shall constitute but one and the same instrument.






	12.	 	This Amendment shall be governed by, and construed in accordance with, the laws of the State
of Florida without regard to its conflicts of law principles.




 


 









 





IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the day and year first
written above.



	 	 	 	 	 	 	 
	 	 	      NationsHealth, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Glenn M. Parker, M.D.	 	 
	 

	 	 	 
	 

	 	 
	 

	 	             Its: 	CEO	 	 
	 

	 	 	 	 

	 	 
	 	 	      Executive	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Tim Fairbanks