EXHIBIT 10.15.2.4
AMENDMENT TO CHANGE-IN-CONTROL SEVERANCE AGREEMENT
This Amendment to the Change-In-Control Severance Agreement ("Agreement")
made as of May 1,1998 between Ventas, Inc., a Delaware corporation (the
"Company"), and T. Xxxxxxx Xxxxx (the "Employee") is made as of September 30,
1999.
WITNESSETH:
WHEREAS, the Employee and the Company entered into the Agreement;
WHEREAS, the Board of Directors of the Company have determined that it is
in the best interests of the Company to enter into this Amendment to the
Agreement.
NOW, THEREFORE, the Company and Employee agree as follows:
1. The following is added as Section 4A. Tax Payment to the Agreement:
"4A. Tax Payment. For purposes of determining the amount of payments
pursuant to Sections 4 and 8 in this Agreement, the Employee shall be
deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the payment is
to be made and state and local income taxes at the highest marginal
rates of taxation in the state and locality of the Employee's
residence or the Employee's place of business, whichever is higher, on
the date the payment is to be made. Without limitation on any other
provision of this Agreement, all such payments involving the
calculation of taxes shall be made no later than two (2) days after
the receipt by the Company of written advice from a professional tax
advisor selected by the Employee that taxes are payable. The expense
incurred in obtaining such advice shall be paid by the Company.
Without limitation on any other provisions of this Agreement, the
Company shall indemnify Employee for all taxes with respect to the
amounts for which payments described in the first sentence of this
Section are required to be made pursuant to this Agreement and all
other costs including interest and penalties with respect to the
payment of such taxes. To the extent any of the payments pursuant to
this Section are treated as taxable to the Employee, the Company shall
pay Employee an additional amount such that the net amount retained by
the Employee after deduction or payment of all federal, state, local
and other taxes with respect to amounts pursuant to this Section shall
be equal to the full amount of the payments required by this Section."
2. The following sentence is added at the end of Section 8
Disputes to the Agreement:
"To the extent any of the payments within this Section are treated as
taxable to the Employee, the Company shall pay Employee an additional
amount such that the net amount retained by Employee after deduction
or payment of all federal, state, local and other taxes with respect
to amounts under this Section shall be equal to the full amount of the
payments required by this Section."
3. In all other respects, the Agreement shall continue in full force and
effect.
VENTAS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President and Chief
Executive Officer
EMPLOYEE
By: /s/ T. Xxxxxxx Xxxxx
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T. Xxxxxxx Xxxxx
