Common use of Additional Amendments Clause in Contracts

Additional Amendments. Effective immediately upon the effectiveness of the Merger: (a) the second sentence of Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows: In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries", and together with any direct or indirect parent of the Company and any other direct or indirect subsidiary of any such parent, collectively the "Affiliates") or of any Affiliate. (b) Section 3(c) is hereby deleted in its entirety. (c) each instance of the phrase "its Subsidiaries" in Sections 4(b), 5(a), 5(b), and 5(c) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (d) each instance of the phrase "the Subsidiaries" in Sections 4(b), 5(b), 5(c) and 5(d) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (e) the first sentence of Section 4(c) of the Agreement is hereby amended and restated to read in its entirety as follows: (c) Termination for Good reason by the Executive. By following the procedure set forth in paragraph 4(e), the Executive shall have the right to terminate the Executive's employment with the Company for "Good Reason" in the event (i) the Executive is not at all times a duly elected Executive Vice President and Chief Financial Officer of the Company or a holder of a comparable title with an Affiliate; (ii) there is any material reduction in the scope of the Executive's authority and responsibility (provided, however, that the transfer of the Executive to a position of substantially similar authority and responsibility with an Affiliate shall not constitute a "material reduction" in the scope of Executive's authority and responsibility hereunder); (iii) there is a reduction in the Executive's Base Salary, a material reduction in the amount of Annual Bonus for which the Executive is eligible, an amendment to any employee retirement plan applicable to the Executive which is materially adverse to the Executive, or a material reduction in the other benefits to which the Executive is entitled under paragraph 3(e) above; (iv) the Company requires the Executive's principal place of employment to be anywhere other than the Company's or an Affiliate's principal executive offices, or there is a relocation of such principal executive offices outside of the Minneapolis/St. Xxxx, Minnesota metropolitan area; or (v) the Company otherwise fails to perform its obligations under this Agreement.

Additional Amendments. Effective immediately upon the effectiveness of the Merger: (a) the second sentence of Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows: In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries", and together with any direct or indirect parent of the Company and any other direct or indirect subsidiary of any such parent, collectively the "Affiliates") or of any Affiliate. (b) Section 3(c) is hereby deleted in its entirety. (c) each instance of the phrase "its Subsidiaries" in Sections 4(b), 5(a), 5(b), and 5(c) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (d) each instance of the phrase "the Subsidiaries" in Sections 4(b), 5(b), 5(c) and 5(d) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (e) the first sentence of Section 4(c) of the Agreement is hereby amended and restated to read in its entirety as follows: (c) Termination for Good reason by the Executive. By following the procedure set forth in paragraph 4(e), the Executive shall have the right to terminate the Executive's employment with the Company for "Good Reason" in the event (i) the Executive is not at all times a duly elected Executive Vice President and Chief Financial Executive Officer of the Company LTC America, Inc. or a holder of a comparable title with an Affiliate; (ii) there is any material reduction in the scope of the Executive's authority and responsibility (provided, however, that the transfer of the Executive to a position of substantially similar authority and responsibility with an Affiliate shall not constitute a "material reduction" in the scope of Executive's authority and responsibility hereunder); (iii) there is a reduction in the Executive's Base Salary, a material reduction in the amount of Annual Bonus for which the Executive is eligible, an amendment to any employee retirement plan applicable to the Executive which is materially adverse to the Executive, or a material reduction in the other benefits to which the Executive is entitled under paragraph 3(e) above; (iv) the Company requires the Executive's principal place of employment to be anywhere other than the Company's or an Affiliate's principal executive offices, or there is a relocation of such principal executive offices outside of the Minneapolis/St. Xxxx, Minnesota metropolitan area; or (v) the Company otherwise fails to perform its obligations under this Agreement.

Additional Amendments. Effective immediately upon the effectiveness of the Merger: (a) the second sentence of Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows: In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries", and together with any direct or indirect parent of the Company and any other direct or indirect subsidiary of any such parent, collectively the "Affiliates") or of any Affiliate. (b) Section 3(c) is hereby deleted in its entirety. (c) each instance of the phrase "its Subsidiaries" in Sections 4(b), 5(a), 5(b), and 5(c) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (d) each instance of the phrase "the Subsidiaries" in Sections 4(b), 5(b), 5(c) and 5(d) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (e) the first sentence of Section 4(c) of the Agreement is hereby amended and restated to read in its entirety as follows: (c) Termination for Good reason by the Executive. By following the procedure set forth in paragraph 4(e), the Executive shall have the right to terminate the Executive's employment with the Company for "Good Reason" in the event (i) the Executive is not at all times a duly elected Executive Vice President Chairman and Chief Financial Executive Officer of the Company or a holder of a comparable title with an Affiliate; (ii) there is any material reduction in the scope of the Executive's authority and responsibility (provided, however, that the transfer of the Executive to a position of substantially similar authority and responsibility with an Affiliate shall not constitute a "material reduction" in the scope of Executive's authority and responsibility hereunder); (iii) there is a reduction in the Executive's Base Salary, a material reduction in the amount of Annual Bonus for which the Executive is eligible, an amendment to any employee retirement plan applicable to the Executive which is materially adverse to the Executive, or a material reduction in the other benefits to which the Executive is entitled under paragraph 3(e) above; (iv) the Company requires the Executive's principal place of employment to be anywhere other than the Company's or an Affiliate's principal executive offices, or there is a relocation of such principal executive offices outside of the Minneapolis/St. Xxxx, Minnesota metropolitan area; or (v) the Company otherwise fails to perform its obligations under this Agreement.

Additional Amendments. Effective immediately upon the effectiveness of the Merger: (a) the second sentence of Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows: In discharging such duties and responsibilities, the Executive may also serve as an executive officer and/or director of any direct or indirect subsidiary of the Company (collectively the "Subsidiaries", and together with any direct or indirect parent of the Company and any other direct or indirect subsidiary of any such parent, collectively the "Affiliates") or of any Affiliate. (b) Section 3(c) is hereby deleted in its entirety. (c) each instance of the phrase "its Subsidiaries" in Sections 4(b), 5(a), 5(b), and 5(c) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (d) each instance of the phrase "the Subsidiaries" in Sections 4(b), 5(b), 5(c) and 5(d) of the Agreement is hereby deleted and replaced with the phrase "its Affiliates". (e) the first sentence of Section 4(c) of the Agreement is hereby amended and restated to read in its entirety as follows: (c) Termination for Good reason by the Executive. By following the procedure set forth in paragraph 4(e), the Executive shall have the right to terminate the Executive's employment with the Company for "Good Reason" in the event (i) the Executive is not at all times a duly elected Executive Vice President and Chief Financial Operating Officer of the Company or a holder of a comparable title with an Affiliate; (ii) there is any material reduction in the scope of the Executive's authority and responsibility (provided, however, that the transfer of the Executive to a position of substantially similar authority and responsibility with an Affiliate shall not constitute a "material reduction" in the scope of Executive's authority and responsibility hereunder); (iii) there is a reduction in the Executive's Base Salary, a material reduction in the amount of Annual Bonus for which the Executive is eligible, an amendment to any employee retirement plan applicable to the Executive which is materially adverse to the Executive, or a material reduction in the other benefits to which the Executive is entitled under paragraph 3(e) above; (iv) the Company requires the Executive's principal place of employment to be anywhere other than the Company's or an Affiliate's principal executive offices, or there is a relocation of such principal executive offices outside of the Minneapolis/St. Xxxx, Minnesota metropolitan area; or (v) the Company otherwise fails to perform its obligations under this Agreement.