EXHIBIT 10.18
AMENDMENT TO
EMPLOYMENT AGREEMENT
AGREEMENT, made as of this 10th day of June, 1998, by and among MANOR CARE,
INC., a Delaware corporation (the "Company"), HEALTH CARE AND RETIREMENT
CORPORATION, a Delaware corporation ("HCR"), and XXXXX X. XXXXX (the
"Employee").
W I T N E S S E T H
WHEREAS, the Employee and the Company entered into an Employment Agreement
dated as of October 27, 1997 (the "Employment Agreement"); and
WHEREAS, HCR and the Company have entered into an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which the Company will become a
wholly-owned subsidiary of HCR; and
WHEREAS, the Boards of Directors of HCR and the Company have approved the
Employment Agreement as amended by this Agreement; and
WHEREAS, the Employee is willing, for the consideration provided, to
continue in the employment of the Company pursuant to the terms and conditions
of the Employment Agreement as amended by this Agreement;
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NOW, THEREFORE, the parties, intending to be legally bound, agree to amend
the Employment Agreement as follows:
1. Section 1 of the Employment Agreement is amended by adding at the end
thereof the following:
"HCR shall cause the Company to satisfy its obligations under this
Agreement; provided, however, that HCR shall have no obligations or liabilities
under this Agreement if the transactions contemplated by the Merger Agreement
are not consummated."
2. A new subsection (g) is added at the end of Section 4 of the Employment
Agreement to read as follows:
"(g) Stay Bonus. If the Employee remains in employment with the
Company until December 31, 1998, the Employee shall be entitled to receive
within 30 days thereafter in a lump sum a special bonus in an amount equal
to the sum of (i) his annual rate of base salary on December 31, 1998, (ii)
the maximum bonus that the Employee could receive under the Company's
annual bonus program for the Company's fiscal year ending May 31, 1999, and
(iii) the Employee's car allowance for the Company's fiscal year ending May
31, 1999. Except as otherwise provided in Section 13(k), such special bonus
shall not be payable to the Employee if his employment with the Company
terminates for any reason prior to December 31, 1998."
3. Section 13 of the Employment Agreement is amended by adding at the end
thereof the following subsections (j) and (k):
"(j) If the Employee's employment with the Company terminates under
circumstances entitling the Employee to benefits pursuant to this Section
13 and
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the date of such termination of employment is before June 9, 2001, the
following special provisions shall apply:
(i) The severance benefit described in subsection (c) of this Section
13 shall be the greater of the severance benefit determined
pursuant to said subsection (c) or an amount equal to two times
the sum of (i) his highest annual rate of base salary at any time
preceding his termination of employment, (ii) the maximum bonus
that the Employee could have received under the Company's annual
bonus program for the fiscal year in which his employment
terminates or, if greater, the Employee's highest bonus for any
of the three fiscal years preceding his termination of
employment, and (iii) the Employee's highest car allowance at any
time preceding his termination of employment.
(ii) The Employee shall remain covered by the welfare plans that
covered him immediately prior to his termination of employment
for the greater of the period described in subsection (e) of this
Section 13 or for a period of two years.
(iii)The credit to the Employee's Company Contribution Account
pursuant to the first sentence of subsection (h) of this Section
13 shall be the greater of the credit so determined pursuant to
the first sentence of said subsection (h) or the product of (i)
12% and (ii) the Employee's highest annual rate of base salary at
any time preceding his termination of employment.
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"(k) If the Employee's termination of employment occurs prior to
December 31, 1998, the Employee shall be entitled to receive a special
bonus equal to the sum of (i) his annual rate of base salary immediately
preceding his termination of employment, (ii) the maximum bonus that the
Employee could have received under the Company's annual bonus program for
the fiscal year in which his employment terminates, and (iii) the greater
of the Employee's car allowance for the Company's fiscal year ending May
31, 1999 or for the fiscal year in which his employment terminates. Such
special bonus shall be paid in a lump sum within 30 days after the date of
such termination of employment."
Except as amended by this Agreement, the Employment Agreement shall remain
in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the 10th
day of June, 1998.
EMPLOYEE: MANOR CARE, INC.
______________________ By:____________________________________
Xxxxx X. Xxxxx
ATTEST:
By:____________________________________
HEALTH CARE AND RETIREMENT CORPORATION
By:____________________________________
ATTEST:
By:____________________________________
