Exhibit 10.68
AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of
the 28th day of September, 1998, by and between VENCOR OPERATING, INC., a
Delaware corporation (the "Company"), and M. XXXXXXX XXXXXXX (the "Executive").
WHEREAS, the Company and Executive desire to amend the terms of the
Employment Agreement made as of the 28th day of July, 1998, between the Company
and Executive (the "Employment Agreement") pursuant to the terms of this
Amendment; 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 5.
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Section 5 of the Employment Agreement shall be revised to insert the
following paragraph as Section 5(e).
(e) The Company shall take such action as is required to cause the
promissory note or other agreement (the "Preferred Stock Loan
Agreement") entered into in respect of the loan to Executive,
dated April 30, 1998, in the original principal amount of
$283,500 (the "Preferred Stock Loan") to be amended (x) to
provide that the maturity date shall be extended to 10 years from
the date of its original issuance and (y) to delete the provision
requiring that the Preferred Stock Loan be due and payable upon
90 days following termination of employment of Executive.
2. Amendment to Section 7(b)(1).
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The first paragraph of Section 7(b)(1) shall be revised in its
entirety as follows:
(1) Within 14 days of Executive's Date of Termination, the Company
shall pay to Executive (i) the pro rata 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
1.0 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")
(including assumed awards granted under the Vencor, Inc. 1987
Incentive Compensation Program (the "1987 Program") and
the Vencor, Inc. 1997 Incentive Compensation Plan (the "1997
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").
3. Reaffirmation of Other Terms and Conditions.
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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.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
VENCOR OPERATING, INC.
By: /s/ W. Xxxxx Xxxxxxxx
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Name: W. Xxxxx Xxxxxxxx
Title: Chairman of the Board, President
and Chief Executive Officer
Solely for the purpose of Section 7(b)(i)
VENCOR, INC.
By: /s/ W. Xxxxx Xxxxxxxx
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Name: W. Xxxxx Xxxxxxxx
Title: Chairman of the Board, President
and Chief Executive Officer
/s/ M. Xxxxxxx Xxxxxxx
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M. XXXXXXX XXXXXXX
