Exhibit 10.1
Severance Letter Agreement
June 30, 2000
Xx. Xxxxxx X. Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
RE: Severance Agreement dated as of January 1, 1999 between Meditrust
Corporation (the "Company" or "Employer") and Xxxxxx X. Xxxxx (the
"Employee"), as amended by First Amendment to Severance Agreement dated
January, 2000 (the "Severance Agreement")
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Dear Xxxxxx:
This will confirm that the Company has requested that you remain
employed with the Company at its Needham office (or an alternative office in the
Boston metropolitan area) until December 31, 2002 (the "Anticipated Termination
Date") and that, until the Anticipated Termination Date, you continue to
implement the Company's strategic plan to sell a significant portion of the
healthcare portfolio. You have agreed to the foregoing, subject to the following
conditions, all of which shall be deemed to supplement and amend the Severance
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning as defined in the Severance Agreement.
1. Payment with respect to your Performance Units shall be made in
cash on the earlier to occur of (i) the Anticipated Termination
Date or (ii) a Termination Other Than for Cause or Termination
for Good Reason;
2. The Employee's Base Salary shall be increased effective on July
1, 2000 to $220,000;
3. Termination of your employment with the Company on the
Anticipated Termination Date shall be considered a Termination
Other Than for Cause (or a Termination Upon a Change in Control
in the event a Change in Control has occurred prior to, or occurs
within nine (9) months following, such date);
4. The Employer has requested that the Employee continue to work for
the Employer through the Anticipated Termination Date and as an
additional inducement to Employee to continue his/her employment
through such date, in addition to the Severance Compensation
provided in the Severance Agreement, which shall also be payable
in connection with a termination on the Anticipated Termination
Date, the Employee shall be eligible to be paid a bonus equal to
100% of his/her Base Salary (the "Maximum Bonus Payment") on
December 31, 2000, December 31, 2001 and December 31, 2002,
provided, however, that with
Xx. Xxxxxx X. Xxxxx
June 30, 2000
Page 2 of 3
respect to each such bonus payment, 80% of each such bonus
payment shall be based on achievement of the asset sale criteria
described on Schedule A attached hereto and incorporated herein
and 20% of each such bonus payment shall be discretionary.
Although nothing herein shall be deemed to be a guaranty of
employment through the Anticipated Termination Date; if Employee
is terminated in a Termination Other Than for Cause or in a
Termination for Good Reason prior to the Anticipated Termination
Date, in addition to and simultaneously with the Severance
Compensation, Employee shall be paid the Maximum Bonus
Payment(s) that would have been paid on December 31st of each
year after such termination, through and including the
Anticipated Termination Date;
5. In accordance with the change to the Company's vacation policy,
upon any termination you shall be paid for all accrued and unused
vacation time;
6. Outplacement services shall be made available to you for a
reasonable period of time after any termination; such services
shall be provided on a basis and for a duration comparable to
outplacement services offered by the Company to terminated
employees in November 1998;
7. It is hereby agreed that neither the relocation of the Company's
principal offices from Needham, Massachusetts to Dallas, Texas,
nor the fact that your duties and responsibilities will
hereinafter change, including a primary focus towards selling a
significant portion of the Company's healthcare portfolio, will
be considered to be a Termination for Good Reason under the
Severance Agreement;
8. For purposes of determining whether a Change in Control has
occurred pursuant to Paragraph 1.8(d) of the Severance Agreement,
the initial measurement date shall be January 1, 1999 and the
calculation shall be based upon the net book value of such assets
as reported on the Company's financial statements as of that
date; and
9. Except as amended hereby, the Severance Agreement shall remain in
full force and effect.
Xx. Xxxxxx X. Xxxxx
June 30, 2000
Page 3 of 3
Thank you for your ongoing participation in effectuating the Company's
strategic plan. Please acknowledge your agreement to the foregoing by signing
this letter where indicated below and returning it to the undersigned.
Very truly yours,
MEDITRUST CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Acknowledged and Agreed
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
