exv10w1






Exhibit 10.1




AMENDMENT TO

EMPLOYMENT AGREEMENT




     THIS AMENDMENT to the Employment Agreement by and between MedCath Corporation (the
“Company”) and O. Edwin French (“Executive”) is dated and effective as of December
30, 2010.



RECITALS




     WHEREAS, the Company and Executive entered into an Employment Agreement dated February 21,
2006 which was subsequently amended by amendments thereto dated September 1, 2006, December 5,
2006, February 12, 2007 and December 31, 2008 (as amended, the “Agreement”);



     WHEREAS, the Company has agreed to release the vesting restrictions on certain equity awards
made to the Executive under the Company’s 2006 Stock Option and Award Plan, subject to the
Executive’s agreement to change the term of the non-competition covenants in the Agreement from 12
months to 18 months and to provide that the covenants may be enforced by purchasers of the
Company’s hospital facilities;



     WHEREAS, in consider of the release of the vesting restrictions, Executive has agreed to such
changes in the Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
and confessed, Company and Executive agree to amend the Agreement on the following terms:



     1. The second paragraph of Section 13(b) of the Agreement is amended to read as follows:




     In addition, Executive agrees that in the event that Executive’s employment with the
Company is terminated for any reason by either party, for a period of eighteen (18) months
from the date of termination of employment, Executive will not, either directly or
indirectly, whether as a shareholder, partner, owner, investor, officer, director, advisor,
employee or consultant with responsibilities which are the same or similar as those which
Executive had with the Company, associate with, participate in or have an interest in any
Competitive Business (other than an ownership position by Executive of less than 5% in any
company whose shares are publicly traded) which is located or which operates within 50 miles
of:




     (i) any hospital, hospital cardiology or cardiovascular surgery program
or fixed site cardiac catheterization lab in each case which the Company
owns, whether all or in part, or manages or the Company’s corporate
headquarters, or




     (ii) any location with respect to which the Company was actively
developing or negotiating as of the Separation Date to own or manage a
hospital, cardiac catheterization lab or a hospital’s cardiology or
cardiovascular surgery program (for purposes of this section, the term
“actively developing or negotiating” means either definitive documents, a
letter of intent, memorandum of understanding or other comparable document
had been executed or the material terms thereof were being actively
negotiated).



     2. The following new subsection (f) is inserted at the end of Section 13 of the Agreement:



 









 






     (f) The Company’s rights under this Section 13 shall inure to the benefit of, and shall
be fully enforceable by, the purchaser of any hospital, hospital cardiology or
cardiovascular surgery program or fixed site cardiac catheterization lab owned by the
Company, in whole or in part. Each such purchaser shall be a third-party beneficiary of the
Company’s rights under this Section 13.



     3. Except as specifically set forth in this Amendment, the terms and conditions of the
Agreement shall remain in full force and effect.



     IN WITNESS WHEREOF, the parties have executed this Amendment on the day first written above.



	 	 	 	 	 

	 	 	MEDCATH CORPORATION
	 
	 	 	 	 
	 

	 	Date:
	 	December 27, 2010
	 

	 	 	 	 
	 

	 	Name:
	 	O. Edwin French
	 

	 	 	 	 
	 

	 	Title:
	 	President and CEO
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	/s/ O. Edwin French
	 

	 	 	 	 
	 

	 	 	 	O. Edwin French






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