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FIRST AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Amendment") is made and entered into as of the 27th day of May, 2024 ("Effective Date"), by and between U.S. Physical
Therapy, Inc. (the "Company") and Chris Reading ("Employee").
WHEREAS, the Company and Employee have entered into that certain Third Amended and Restated Employment Agreement, dated as of May 21, 2019 (the
WHEREAS, the Company and Employee wish to amend certain terms of the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, terms and conditions contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Section 9.B. of the Agreement is hereby deleted and substituted in its entirety with the following:
B. Special Benefit in the Event of Termination Without Cause or Resignation for Good Cause.
In the event of the termination of employment of Employee by Employer without "cause" as cause is defined in Section 8(c)
hereof, or the resignation of employment by Employee "for good reason" as defined in Section 9 F. hereof (in either case, a "Termination Event"), Employee shall be entitled to the following special benefits:
(b) For any Termination Event which occurs during the final six (6) months of the applicable fiscal year, Employee shall
receive (1) a pro rata portion of the subjective cash and the subjective restricted share awards for which Employee was eligible under the applicable incentive plan for such fiscal year, based on the portion of the fiscal year that has transpired as
of the Termination Event, and (2) a pro rata portion of the objective cash and of the objective restricted share awards for which Employee was eligible under such plan, based on the portion of the fiscal year that has transpired as of the Termination
Event and the actual objective performance of Employer for the full plan year, once determined.
(iv) Employee's accrued but unused vacation days; and
The aggregate dollar amount of the special benefits described in subsections (i), (ii) and (iii) above shall be aggregated
and paid ratably on a bi-weekly basis over the 24 month period following the Termination Event; the restricted stock to be granted pursuant to subsection (iii) above shall be granted once determined and shall be Vested Shares (as defined in the
incentive plan for the applicable fiscal year). If a Change in Control has occurred within six months after, or within twelve months prior to a Termination Event, Employee shall also be entitled to the special benefits under this Section 9.B (in
addition to the benefits otherwise provided in Section 9.A.).
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
U.S. PHYSICAL THERAPY, INC.
By: /s/ Richard Binstein
Richard Binstein, Executive Vice President
/s/ Christopher J. Reading
Christopher J. Reading