amendmt.htm


    
 

    

       

    

    
 

    AMENDMENT
TO

    EMPLOYMENT
AGREEMENT

     

    THIS
AMENDMENT to the Employment Agreement between Richard A. Anderson, an
individual, (“Employee”) and Hythiam, Inc., a Delaware corporation, (“Employer”)
is dated as of July 16, 2008.

     

    RECITALS

     

    A.           WHEREAS,
Employer and Employee previously made and entered into an Employment Agreement
(the “Employment Agreement”) with a Commencement Date of April 19, 2005, which
is incorporated herein by reference.

     

    B.           WHEREAS,
Section 8.13 of the Employment Agreement provides that it may be amended,
modified or supplemented by a writing executed by each of the
parties.

     

    C.           WHEREAS,
Employer and Employee desire to amend the Employment Agreement as set forth
herein.

     

    NOW,
THEREFORE, in consideration thereof and of the covenants and conditions
contained herein, the parties agree as follows:

     

    AMENDMENT

     

    1. Section
2.2 of the Employment Agreement is amended and restated to read in its entirety
as follows:

     

    2.2           Position and
Duties.  Employee shall serve as Employer’s President &
Chief Operating Officer, reporting directly to Employer’s Chief Executive
Officer (“CEO”), and shall have the general powers, duties and responsibilities
of management usually vested in that office in a corporation, and such other
additional powers and duties as may be prescribed from time to time by the CEO
and Employer’s Board of Directors (“Board”).

     

    2. Section
3.2 of the Employment Agreement is amended and restated to read in its entirety
as follows:

     

    3.2           Base
Salary.  Employer shall pay to Employee a base annual salary of
$350,000 annually, payable in accordance with Employer’s standard payroll
practices, less applicable withholding. At Employer’s sole discretion,
Employee’s base salary may be increased, but not decreased. Notwithstanding the
foregoing, beginning on January 1, 2006 and annually thereafter, the
Employee’s annual salary then in effect shall be increased by at least the
Consumer Price Index for Los Angeles, CA (or a reasonable proxy
thereof).

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3. Employee
shall be paid a one-time $25,000 retention bonus, in addition to any bonuses
paid pursuant to Section 3.3 of the Agreement.  Employer shall also
pay to Employee in cash one-half of Employee’s paid time off (PTO) accumulated
as of the date hereof, not to exceed $25,000.

     

    4. All
capitalized terms used but not defined in this Amendment shall have the meanings
assigned to them in the Employment Agreement.

     

    5. Except as
expressly amended by this Amendment, the Employment Agreement  shall
remain in full force and effect, and is hereby ratified and reaffirmed in all
respects.

     

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

     

    EMPLOYEE:

    
      


      


      /s/ RICHARD A.
ANDERSON                                                                

      Richard
A. Anderson

      


      


      HYTHIAM,
INC.

      


      


      By:  /s/ TERREN S.
PEIZER                                                      

      Terren S. Peizer

      Chief Executive
Officer

    

    
 

    
      
         


      

      
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