EXHIBIT 10.20
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement"), effective as of
___________(date) between HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA, an
Ohio corporation (the "Company") and _________________ ("Employee"), supersedes
and replaces all prior employment agreements between the parties hereto.
RECITALS
A. The Company has agreed to employ Employee in the position and at the
base rate of pay set forth on Schedule I in accordance with the provisions
hereof.
B. The Company has further agreed to provide severance benefits to
Employee upon a termination of Employee's employment resulting from certain
specified events.
C. The Company has further agreed to provide pension benefits under the
Senior Executive Retirement Plan ("SERP") and to adopt and implement a
Supplemental Offset Plan which will provide funding for the SERP.
D. The Company has further agreed to adopt and implement the Corporate
Officer and Senior Executive Life Insurance Program which provides enhanced life
insurance benefits for the Employee both during employment and after retirement.
EVENTS
In consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employee and the Company hereby agree as follows:
1. SALARY AND POSITION. The base rate of pay and job
title shown on Schedule I are correct and in accordance with Employee's
understanding. The Employee shall be entitled to participate in the benefit
programs referenced on Schedule II hereof to the extent determined by the
President of the Company.
2. AT-WILL EMPLOYMENT. Employee's employment with the
Company is not for any specified term and may be terminated by Employee or by
the Company at any time for any reason, with or without cause.
3. NO OTHER AGREEMENTS. Except as specifically set forth
herein and in the benefit plans (and agreements entered into pursuant to such
plans) identified on Schedule II in which Employee is participating or may
participate in the future, Employee represents and warrants that there are no
other written or oral agreements, understandings or commitments relating to
Employee's future employment, work assignments, compensation (including
compensation upon termination), benefits, or any other term or condition of
employment.
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4. ENTIRE AGREEMENT. This Agreement and the agreements
which have been or may be entered into pursuant to the benefit plans identified
or referenced in Schedule II hereto constitute the complete agreement between
Employee and the Company regarding any and all aspects of their employment
relationship and supersede any and all prior written or oral agreements,
understandings or commitments. Employee understands that no representative of
the Company has been authorized to enter into any agreement, understanding or
commitment with Employee which is inconsistent in any way with the terms of this
Agreement.
5. PROHIBITION AGAINST AMENDMENT. Employee's base salary
may be modified by the Company at any time in its sole discretion. The
retirement and other benefit plans set forth on Schedule II may be improved,
reduced or terminated by the Company at any time in its sole discretion;
provided, however, that no vested or accrued benefit shall be adversely
affected. All other terms set forth in this Agreement, including without
limitation the terms set forth in paragraph 2 hereof, may not be modified in any
way except by a written agreement signed by Employee and by an authorized
representative of the Company which expressly states the intention of the
parties to modify the terms of this Agreement.
6. SEVERANCE PAYMENT.
(a) Upon the termination of Employee's employment as a
result of Employee's electing to resign his employment or to retire without the
consent of the Company, no payments shall be required or made pursuant to this
paragraph 6.
(b) Upon the termination of Employee's employment by the
Company for "Cause", no payments shall be required or made pursuant to this
paragraph 6. "Cause" shall mean Employee's financial dishonesty, fraud in the
performance of his duties, willful failure to perform assigned duties hereunder
or the commission of a felony.
(c) Upon the termination of Employee's employment by the
Company for any reason other than for Cause or disability, the Company shall
continue payment of Employee's annual base salary, at the rate then in effect
on the date of such termination, for a period of one year after such date of
termination. The Company shall give thirty (30) days written notice of any such
termination which notice shall specify the date of termination.
(d) Upon the termination of Employee's employment as a
result of the death of Employee, the Company shall continue payment of
Employee's annual base salary, at the rate then in effect on the date of such
termination, for a period of one year after such date of termination; provided,
however, that such payments shall be offset by any survivor benefits, excluding
life insurance proceeds, received by Employee's spouse or other designated
beneficiary under the Company's plans, programs and policies.
(e) Upon the termination of Employee's employment as a
result of his becoming unable to perform his duties due to a disability as
established by the award of long-term disability benefits under the Company's
long-term disability plan, the Company may terminate Employee's employment by
giving Employee thirty (30) days written notice of its intention to terminate.
In such event, Company shall continue payment of the Employee's annual base
salary, at the rate then in effect
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on the date of such termination, for a period of one year after such date of
termination; provided, however, that such payments shall be offset by any
disability benefits received by Employee, or his legal guardian, under the
Company's plans, programs and policies.
(f) Notwithstanding anything to the contrary contained
herein, upon the termination of Employee's employment for any reason,
voluntarily or involuntarily, with or without Cause, Employee shall be entitled
to the payments provided for hereunder and such rights as he otherwise has under
the Company's Restricted Stock Plan and the Company's Stock Option Plan, each as
amended from time to time, in the circumstances of his particular termination.
7. NON-COMPETITION/NON-SOLICITATION.
(a) Covenant Not to Compete. The Employee covenants and
agrees that during the period of the Employee's employment hereunder and for a
period of one (1) year following the termination of the Employee's employment,
including without limitation termination by the Company for cause or without
cause, the Employee shall not, in the United States of America, engage, directly
or indirectly, whether as principal or as agent, officer, director, employee,
consultant, shareholder or otherwise, alone or in association with any other
person, corporation or other entity, in any Competing Business. For purposes of
this Agreement, the term "Competing Business" shall mean any person, corporation
or other entity engaged in the United States of America in providing long-term
care, skilled nursing or rehabilitative services or selling or attempting to
sell or providing or attempting to provide any other product or service which is
the same as or similar to products or services sold or provided by the Company
within the last 2 years prior to termination of the Employee's employment
hereunder.
(b) Non-Solicitation of Customers. The Employee agrees
that during his employment with the Company he shall not, directly or
indirectly, solicit the business of, or do business with, any customer or
prospective customer of the Company for any business purpose other than for the
benefit of the Company. The Employee further agrees that for one (1) year
following termination of his employment with the Company, including without
limitation termination by the Company for cause or without cause, the Employee
shall not, directly or indirectly, solicit the business of, or do business with,
any customers or prospective customers of the Company.
(c) Non-Solicitation of Employees. The Employee agrees
that, during his employment with the Company and for one (1) year following
termination of the Employee's employment with the Company, including without
limitation termination by the Company for cause or without cause, the Employee
shall not, directly or indirectly, solicit or induce, or attempt to solicit or
induce, any employee of the Company to leave the employment of the Company for
any reason whatsoever, or hire any employee of the Company except into the
employment of the Company.
8. TITLES. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
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The Company: HEALTH CARE AND RETIREMENT
CORPORATION OF AMERICA
By: _______________________________
Its:_______________________________
Employee: __________________________________
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SCHEDULE I
Employee: _________________________________
Current Base Rate: _________________________________
Job Title: _________________________________
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SCHEDULE II
1. Annual Incentive Plan
2. Stock Option Plan for Key Employees (as amended from time to time)
3. Restricted Stock Plan (as amended from time to time)
4. Salary Retirement Plan (prior to January 1, 1993)
5. Stock Purchase and Savings Program (prior to January 1, 1993)
6. Senior Management Savings Plan
7. Senior Executive Retirement Plans
8. Supplemental Offset Plan
9. Excess and Supplemental Benefit Plans
10. Corporate Officer and Senior Executive Life Insurance Program
11. Such other benefit plans and arrangements as the Company provides, from
time to time, to salaried employees generally participation in which is
approved by the President.
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