exv10w2






Exhibit 10.2




AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE

AGREEMENT BY AND BETWEEN MEDCATH INCORPORATED

AND JAMES A PARKER

(EFFECTIVE DATE FEBRUARY 18, 2001)




     This Amendment to the Employment, Confidentiality and Non-Compete Agreement by and between
MedCath Incorporated and James A. Parker (Effective Date February 18, 2001) (“Amendment”) is made
as of August 14, 2009 by and between MEDCATH INCORPORATED, a North Carolina corporation (the
“Company”) and JAMES A. PARKER (“Employee”).



RECITALS





	 	1.	 	Employee has been employed by the Company prior to the date hereof;
	 
	 	2.	 	Employee and Company desire to continue Employee’s employment as Treasurer and
Director of Investor Relations performing duties as the job has been amended in
accordance with the terms of Employee’s Employment, Confidentiality and Non-Compete
Agreement (Effective Date February 18, 2001) (“Employment Agreement”) and in accordance
with the terms of this Amendment, which provides new and additional consideration not
previously provided to Employee by the Company;






NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Employee and Company hereby agree as follows:




	 	1.	 	Paragraph 5(b) of Employee’s Employment Agreement is amended to read as
follows:




 









 












“(b) By the Company Without Cause. The Company may terminate Employee’s employment
at any time, without cause, by giving Employee at least thirty (30) days written notice
thereof. The Company reserves the right to elect to give pay in lieu of notice.




     In the event the Company terminates Employee’s employment without cause, the Company
will continue to pay Employee his current bi-weekly salary, less applicable lawful
deductions, for a period of twelve (12) months following the date of notice of termination
of employment. Employee shall be entitled to receive pro-rata vacation if terminated
without cause, plus other benefits as provided by applicable law of by Company policy.




     If the Company terminates Employee’s employment under this Agreement for any reason
other than Cause, and such termination occurs at the time of and in connection with a Change
of Control (as defined in Employee’s Incentive Stock Option Agreement and Non-Qualified
Stock Option Agreement as amended thereto, both dated as of February 26, 2001), then Company
will be liable to Employee for an amount equal to his current bi-weekly salary, less
applicable lawful deductions, for a period of twenty four (24) months, to be paid over the
twenty four (24) month period following the date of termination in substantially equal
installment payments and in accordance with the normal payroll practices of the Company,
and the sum of one times Executive Target Bonus, as long as and only if Employee is not
otherwise in default hereunder during that period.”




     Except as provided in this Amendment, all other provisions, terms, and conditions in
Employee’s Employment Agreement shall remain in full force and effect.



 









 






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



	 	 	 	 	 
	 	MEDCATH INCORPORATED

 	 
	 	By  	 	 
	 	 	Name:  	O. Edwin French 	 
	 	 	Title:  	President and CEO 	 
	 
	 	 	 
	 	James A. Parker