Veterinary Centers of America
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November 22, 1999
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Dear ▇▇. ▇▇▇▇▇:
Upon a review of your employment agreement, the Compensation Committee of
the Board of Directors of Veterinary Centers of America, Inc. has identified a
clerical error in the written form of employment agreement entered into between
VCA and you originally on January 1, 1994, and amended and restated on February
1, 1997 (the "Employment Agreement." In addition, would like to clarify other
provisions of the agreement.
Section 9.1.3 is hereby amended to correct the typographical error and make
certain other modifications thereto to read in full as follows:
"Severance pay in an amount equal to (x) the Base Salary Officer would have
earned during the five years following the Termination Date, plus an amount
equal to five times (y) (i) in the event no previous annual bonus has been
paid or is payable pursuant to this Amended Agreement, 20% of Officer's
Base Salary, or (ii) in the event at least one annual bonus has been paid
or is payable to Officer, the greater of (x) the last annual bonus paid or
payable to Officer pursuant to this Amended Agreement, or (y) the average
of all annual bonuses that have been paid or are payable to Officer
pursuant to this Amended Agreement.
Further, it is noted that in certain calendar years governed by the Amended
Agreement, the Company delivered to Officer shares of restricted Common Stock,
in lieu of cash bonuses. It is hereby agreed that, for purposes of computing the
amount of any severance or termination payment under the Agreement, such shares
of restricted Common Stock shall be valued at (x) in the case of a Change of
Control, the per share price paid or payable by the acquirer in the Change in
Control transaction, or (y) in all other cases, at the per share fair market
value of the restricted Common Stock (after taking into account any restrictions
imposed thereon) on the date such shares were granted by the Company to Officer,
it being agreed that the fair market value of such shares as reflected on the
accounting records of the Company will be conclusive for these purposes.
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December 13, 1999
Page 2 of 2
This execution and delivery of this letter has been expressly authorized by
the Compensation Committee of the Board of Directors of VCA at a meeting held on
this date.
If the foregoing is agreeable to you, please so indicate by signing in the
space provided for below.
Veterinary Centers of America, Inc.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Director and authorized signer
ACCEPTED AND AGREED TO;
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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