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EXHIBIT 10.11
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is
made and entered into effective as of December 5, 1997, by and between ARV
ASSISTED LIVING, INC., a California corporation (the "Company") and XXXXXX X.
XXXXXXXXX, an individual ("Executive").
RECITALS
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Whereas, the Company and Executive have entered into that certain
Executive Employment Agreement (the "Agreement") effective as of December 5,
1997; and
Whereas, the Company and Executive desire to amend the Agreement.
NOW, THEREFORE, the Company and Executive agree as follows:
AGREEMENT
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1. Capitalized terms used herein shall have the same meaning as set forth in the
Agreement.
2. Section 4.1 of the Agreement is hereby amended to state that Executive's
Base Salary shall be Three Hundred Fifty Thousand Dollars ($350,000).
3. Section 4.3 of the Agreement is deleted and the following is substituted in
its place:
4.3 BONUSES. On July 1, 1998, the Company shall pay to Executive as a bonus
an amount equal to Ninety-Three Thousand Seven Hundred Fifty Dollars
($93,750) (the "Minimum Bonus"). The Minimum Bonus in later years shall in
no event be less than the Minimum Bonus in effect for the prior year and
shall, at the discretion of the Compensation Committee, be increased with
each Base Salary Increase. In addition, commencing with the 1998 calendar
year, operational and financial targets for performance for any one calendar
year shall be established by the Board, based on the earnings of the Company
and other criteria as determined by mutual agreement between Executive and
the Compensation Committee of the Board, on or before March 31st of that
year. No later than December 31st of each year, the Board shall award to
Executive an additional bonus (the "Additional Bonus"), as determined in the
discretion of the Board, based on achieving the agreed-upon targets. The
Additional Bonus, when added to the Minimum Bonus, is expected to range from
One Hundred Twenty-Five Thousand Dollars ($125,000) to Two Hundred Fifty
Thousand Dollars ($250,000) for the year ending December 31, 1998, with a
target, for planning purposes only, established at One Hundred Eighty-Seven
Thousand Five Hundred Dollars ($187,500). Executive's Additional Bonus shall
be paid, at Executive's election, in either December or January.
4. Except as amended hereunder, the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first above written.
THE COMPANY EXECUTIVE
ARV ASSISTED LIVING, INC.,
a California corporation
/s/ Xxxxxx X. Xxxxxxxxx
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By: /s/ Xxxxxx X. Xxxxxx-Xxxxx XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxx-Xxxxx,
Executive Vice President, CFO
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President and General Counsel
