Exhibit 10.9
AGREEMENT
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THIS AGREEMENT ("Agreement") is made and entered into this 17th day of
August 1999 by and among ___________________ ("Employee"), VENCOR, INC., a
Delaware corporation ("Vencor"), and VENCOR OPERATING, INC., a Delaware
corporation ("Vencor Operating," and together with Vencor and Employee,
"Parties").
RECITALS:
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A. Whereas, certain management employees of Vencor Operating purchased 6%
Series A Non-Voting Convertible Preferred Stock of Vencor (the "Preferred
Stock"), in connection with which the employees obligated themselves to Vencor
Operating under promissory notes dated on or around September 28, 1998 (the
"Promissory Notes") secured by such Preferred Stock.
B. Whereas, Employee and Vencor entered into an agreement effective as of
April 23, 1999 (the "April Agreement") granting Employee a put option with
respect to the Preferred Stock purchased by Employee.
C. Whereas, the April Agreement does not clearly and accurately reflect
the intent of Employee and Vencor and therefore Employee and Vencor wish to
rescind such April Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
AGREEMENT:
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1. Rescission. Vencor and Employee hereby agree to mutually
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rescind the April Agreement and treat the April Agreement as null and void ab
initio.
2. Put Right. Vencor agrees that Employee has the right to put the
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Preferred Stock owned by Employee back to Vencor at any time from January 1,
2000 to December 31, 2000, for a sales price equal to the outstanding principal
on the Promissory Note and unpaid interest (including accrued and past-due
interest) thereon (the "Put Right").
3. Right of Offset. Employee agrees that Vencor may satisfy its
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obligation to Employee under the Put Right by delivering the Promissory Note to
Employee in cancellation thereof, which shall be treated as a cash payment in an
amount equal to the outstanding principal on the Promissory Note and unpaid
interest (including accrued and past-due interest) thereon.
4. Guarantee. Vencor Operating agrees to guarantee Vencor's
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performance of its obligations under Section 2 hereof.
5. Forbearance. Subject to Section 3 hereof, Vencor Operating
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agrees that it will forbear from taking any actions prior to January 1, 2001 to
collect from Employee any interest due and unpaid on the Promissory Note.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
VENCOR OPERATING, INC. VENCOR, INC.
By:________________________________ By:_____________________________
Xxxxxxx X. Xxxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx
Chief Financial Officer and Chief Financial Officer and
Senior Vice President Senior Vice President
________________________________
Employee
