EXHIBIT 10.15.2.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement ("Employment Agreement")
made as of July 31, 1998 between Ventas, Inc., a Delaware corporation (the
"Company"), and T. Xxxxxxx Xxxxx (the "Executive") is made as of September 30,
1999.
WITNESSETH:
WHEREAS, the Executive and the Company entered into the Employment
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
Employment Agreement.
NOW, THEREFORE, the Company and Executive agree as follows:
1. The following is added as Section 7A. Certain Additional
Payments by the Company to the Employment Agreement:
"7A. Certain Additional Payments by the Company. If Executive
becomes entitled to any payments or benefits whether pursuant
to the terms of or by reason of this Agreement or any other
plan, arrangement, agreement, policy or program (including
without limitation any restricted stock, stock option, stock
appreciation right or similar right, or the lapse or
termination of any restriction on the vesting or
exercisability of any of the foregoing) with the Company, any
successor to the Company or to all or a part of the business
or assets of the Company (whether direct or indirect, by
purchase, merger, consolidation, spin off, or otherwise and
regardless of whether such payment is made by or on behalf of
the Company or such successor) or any person whose actions
result in a change of control or any person affiliated with
the Company or such persons (in the aggregate, "Payments" or
singularly, "Payment"), which Payments are reasonably
determined by the Executive to be subject to the tax imposed
by Section 4999 or any successor provision of the Code or any
similar state or local tax, or any interest or penalties are
incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), the
Company shall pay Executive an additional amount ("Gross-Up
Payment") such that the net amount retained by Executive,
after deduction or payment of (i) any Excise Tax on Payments,
(ii) any federal, state and local income tax and Excise Tax
upon the payment provided for by this Section, and (iii) any
additional interest and penalties imposed because the Excise
Tax is not paid when due, shall be equal to the full amount of
the Payments. The Gross-Up Payment shall be paid to the
Executive within ten (10) days of the Company's receipt of
written notice from the Executive that the Excise Tax has been
paid, is or was payable or will be payable at any time in the
future."
2. The following is added as Section 7B. Tax Payment to the
Employment Agreement:
"7B. Tax Payment. For purposes of determining the amount of
payments pursuant to Sections 7A and 8 in this Agreement, the
Executive 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 Executive's residence or the Executive'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 Executive 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 Executive 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 Executive, the Company
shall pay Executive an additional amount such that the net
amount retained by the Executive 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."
3. The following sentence is added at the end of Section 8
Disputes to the Employment Agreement:
"To the extent any of the payments within this Section are
treated as taxable to the Executive, the Company shall pay
Executive an additional amount such that the net amount
retained by Executive 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."
4. In all other respects, the Employment 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
EXECUTIVE
By: /s/ T. Xxxxxxx Xxxxx
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T. Xxxxxxx Xxxxx
