Exhibit 10.24
November 29, 2001
VIA HAND DELIVERY
Xx. Xxx X. Xxxx
0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Dear Xxx:
As you know, on October 1, 2001, Assisted Living Concepts, Inc. (the
"Company") commenced a case under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Case"). In connection with the Bankruptcy Case, you and
the Company have agreed to amend that certain Employment Agreement, dated as of
January 1, 2001, between you and the Company (the "Employment Agreement").
Unless otherwise indicated, all capitalized terms used in this letter (this
"Letter") without definition shall have the meanings given to them in the
Employment Agreement.
This Letter shall become effective as of the effective date of the
Company's plan of reorganization in the Bankruptcy Case (the "Effective Date").
Notwithstanding the prior execution of this Letter, the Employment Agreement
shall remain in full force and effect until the Effective Date, and prior to the
Effective Date, the Company reserves its rights under the United States
Bankruptcy Code with respect to the Employment Agreement. As of the Effective
Date, the Employment Agreement shall be amended by adding the following language
to the end of the definition of "Change of Control" set forth in paragraph
11(a)(i) of the Employment Agreement:
"provided, however, that notwithstanding the foregoing, none of the
following events shall constitute a Change of Control for purposes of
this Agreement: (a) the implementation by the Company (including,
without limitation, a change in the composition of the Board of
Directors and/or the issuance of new securities by the Company) of its
plan of reorganization in connection with the case commenced on October
1, 2001 by the Company under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Case"); or (b) the issuance of a final court
order approving the plan of reorganization filed by the Company in
connection with the Bankruptcy Case."
Xx. Xxx X. Xxxx Exhibit 10.24
November 29, 2001
Page 2 of 2
In addition, you hereby agree that notwithstanding anything contained
in the Employment Agreement, if your Work Location is relocated to your
residence in connection with the Bankruptcy Case and you subsequently resign
your employment with the Company, such termination of employment will not
constitute an Involuntary Termination Without Cause under the Employment
Agreement.
Except as set forth herein, the Employment Agreement shall remain in
full force and effect.
Please confirm your agreement to the foregoing by signing
below where indicated and return the executed Letter to the Company.
Sincerely,
ASSISTED LIVING CONCEPTS, INC.
/s/ Wm. Xxxxx Xxxxx
-------------------------------------
Wm. Xxxxx Xxxxx
Chief Executive Officer and President
ACCEPTED, ACKNOWLEDGED AND AGREED
As of this 29 day of November, 2001
/s/ Xxx X. Xxxx
-------------------------------------
Xxx X. Xxxx
