Exhibit 10.65
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the "Amendment") is made as
of the 5th day of November, 1999, by and between VENCOR OPERATING, INC., a
Delaware corporation (the "Company"), and XXXXX X. XXXXXXXXXXX (the
"Executive").
WHEREAS, the Company and Executive desire to amend the terms of the
Employment Agreement made as of July 28, 1998, as amended September 28, 1998,
between the Company and Executive (the "Employment Agreement") pursuant to the
terms of this Amendment; and
WHEREAS, the Company and Executive agree and acknowledge that this
Amendment is made in consideration of Executive forfeiting certain rights in
exchange for a certain retention bonus and other consideration provided herein;
and
WHEREAS, the Executive and the Company agree that the terms and
provisions of the Employment Agreement shall continue except as specifically
amended herein.
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements contained herein, and intending to be legally bound
hereby, the Company and Executive agree as follows:
1. Amendment to Section 7(b).
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Section 7(b) of the Employment Agreement shall be revised in its
entirety as follows:
(b) Good Reason; Other than for Cause. If, during the Term, the
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Company shall terminate Executive's employment other than for Cause (but
not for Disability), or the Executive shall terminate his employment for
Good Reason:
(1) Within 14 days of Executive's Date of Termination,
the Company shall pay to Executive (i) the prorated portion of
the Target Bonus and Performance Share Award for Executive for
the year in which the Date of Termination occurs, and (ii) an
amount equal to 1.5 times the sum of (x) the Executive's Base
Salary and Target Bonus as of the Date of Termination, and (y)
the number of performance shares awarded to the Executive
pursuant to the Vencor, Inc. 1998 Incentive Compensation Plan
(the "1998 Plan") in respect of the year in which such Date of
Termination occurs (without regard to any acceleration of the
award for such year), assuming for such purpose that all
performance criteria applicable to such award with respect to the
year in which such Date of Termination occurs were deemed to be
satisfied (the "Performance Share Award").
For purposes of this Agreement: "fair market value" shall have the
meaning ascribed to such term under the 1998 Plan; and "Target Bonus"
shall mean the full amount of bonuses and/or performance compensation
(other than Base Salary and stock-based awards under the 1998 Plan)
that would be payable to the Executive, assuming all performance
criteria on which such bonus and/or performance compensation are based
were deemed to be satisfied, in respect of services for the calendar
year in which the date in question occurs.
(2) For a period of 18 months following the Date of Termination,
the Executive shall be treated as if he had continued to be an
Executive for all purposes under the Parent's Health Insurance Plan
and Dental Insurance Plan; or if the Executive is prohibited from
participating in such plan, the Company or Parent shall otherwise
provide such benefits. Following this continuation period, the
Executive shall be entitled to receive continuation coverage under
Part 6 of Title I or ERISA ("COBRA Benefits") treating the end of this
period as a termination of the Executive's employment if allowed by
law.
(3) For a period of 18 months following the Date of Termination,
Parent shall maintain in force, at its expense, the Executive's life
insurance in effect under the Vencor, Inc. Voluntary Life Insurance
Benefit Plan as of the Date of Termination.
(4) For a period of 18 months following the Executive's Date of
Termination, the Company or Parent shall provide short-term and long-
term disability insurance benefits to Executive equivalent to the
coverage that the Executive would have had he remained employed under
the disability insurance plans applicable to Executive on the Date of
Termination. Should Executive become disabled during such period,
Executive shall be entitled to receive such benefits, and for such
duration, as the applicable plan provides.
(5) To the extent not already vested pursuant to the terms of
such plan, the Executive's interests under the Vencor Retirement
Savings Plan shall be automatically fully (i.e., 100%) vested, without
regard to otherwise applicable percentages for the vesting of employer
matching contributions based upon the Executive's years of service
with the Company.
(6) Parent may adopt such amendments to its Executive benefit
plans, if any, as are necessary to effectuate the provisions of this
Agreement.
(7) Executive shall be credited with an additional 18 months of
vesting for purposes of all outstanding stock option awards and
restricted stock awards and Executive will have an additional 18
months in which to exercise such stock options.
(8) Following the Executive's Date of Termination, the Executive
shall receive the computer which Executive is utilizing as of the Date
of Termination.
2. Restatement of Other Terms and Conditions; Subject to Rejection.
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Except as expressly modified by this Amendment, all other terms and
provisions of the Employment Agreement shall remain in full force and effect,
unmodified and unrevoked, and the same are hereby reaffirmed and ratified by the
Executive and the Company as if fully set forth herein. Notwithstanding anything
herein to the contrary, Executive hereby agrees and acknowledges that nothing
herein shall constitute either an assumption or rejection of the Employment
Agreement and any amendments thereto pursuant to 11 U.S.C. Section 365.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
VENCOR OPERATING, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman of the Board, Chief
Executive Officer and President
VENCOR, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman of the Board, Chief
Executive Officer and President
/s/ Xxxxx X. Xxxxxxxxxxx
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XXXXX X. XXXXXXXXXXX
