Exhibit 99(d)(6)
PARAGON REHABILITATION, INC.
0000 XXXX XXX XXXXXX
XXXXX 000
XXXXXXXXX, XX 00000
February 24, 0000
Xxxxxxxx X. Xxxxxx
c/o Paragon Rehabilitation, Inc.
0000 Xxxx Xxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
RE: WAIVER OF CERTAIN RIGHTS UNDER CURRENT EMPLOYMENT
AGREEMENT
Dear Xx. Xxxxxx:
As you know, Centennial HealthCare Corporation ("Centennial"), the parent
company of Paragon Rehabilitation, Inc. (the "Company") today is entering into
an Agreement and Plan of Merger (the "Merger Agreement") between and among
itself, Hilltopper Holding Corp. ("Parent") and Hilltopper Acquisition Corp.
("Purchaser") pursuant to which Purchaser will be merged with and into
Centennial, with Centennial surviving as a wholly-owned subsidiary of Parent.
Concurrent with execution of the Merger Agreement, you will be signing a new
Employment Agreement with the Company (the "New Agreement") which, as of the
Effective Time of the Merger, will supersede and replace in all respects your
current Employment Agreement with the Company dated January 1, 1998 (the
"Current Agreement").
Given these circumstances, you, the Company and Parent have agreed that any
provisions in your Current Agreement which would allow you to terminate your
employment for "Good Reason" (as defined in the Current Agreement) as a result
of the Merger, or any circumstances leading up to it, should not apply.
Therefore, in consideration of the Company entering into your New Agreement and
other benefits you will receive in connection with the Merger, including stock
options you will receive to purchase stock of Parent, you hereby unconditionally
waive your right under the Current Agreement to terminate your employment for
Xxxxxxxx X. Xxxxxx
February 24, 2000
Page -2-
"Good Reason." In the event the Merger Agreement is terminated, the New
Agreement will be void, your Current Agreement will remain in full force and
effect, and your right to terminate employment for Good Reason upon any
subsequent Change in Control of the Company will be immediately reinstated.
You may formally agree to this waiver by signing your name on the space
indicated below. Once executed, this letter agreement may not be modified except
in writing signed by each of you, the Company and Parent.
Very truly yours,
Paragon Rehabilitation, Inc.
By: /s/ Xxxx X. Xxxx
-------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President
Hilltopper Holding Corp.
By: /s/ Xxxxx Xxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
AGREED AND ACCEPTED:
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
2/24/2000
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Date
-2-
