EXHIBIT 10.51
RELOCATION AGREEMENT
This RELOCATION AGREEMENT, dated as of August 5, 1997, is entered into by
and between INTEGRATED HEALTH SERVICES, INC., a Delaware Corporation (the
"Company"), and XXXXXXXX X. XXXXX (the "Executive").
WITNESSETH:
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WHEREAS, Executive is party to an employment agreement with the Company (as
amended, the "Employment Agreement") pursuant to which Executive currently
serves as President of the Company;
WHEREAS, Executive currently performs a majority of his services for the
Company at the Company's satellite headquarters in Naples, Florida (the "Florida
Headquarters");
WHEREAS, the Company has determined that it is in the Company's best
interests for Executive to commence performing the majority of his services for
the Company at the Company's corporate headquarters located in Owings Mills,
Maryland (the "Maryland Headquarters") on or about April 30, 1998 and to begin
to transition from the Florida Headquarters to the Maryland Headquarters during
the fall of 1997;
WHEREAS, in order to induce Executive to relocate himself and his family to
the Maryland area, the Company has agreed to reimburse Executive for the costs
incurred by him in connection with such relocation, including the costs of
maintaining a temporary residence in the Florida area during the Transition
Period (as defined below) and the costs of selling Executive's current residence
in the Florida area; and
WHEREAS, Executive is willing to relocate himself and his family to the
Maryland area, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties, intending to be legally bound, hereby agree as
follows:
1. PERFORMANCE OF EXECUTIVE'S DUTIES DURING AND FOLLOWING TRANSITION
PERIOD. During the period beginning on the date hereof and ending on the date
that Executive has completed the relocation of himself, his wife and his family
to the Maryland area, but not later than April 30, 1998 (the "Transition
Period"), Executive Agrees to perform a portion, not to exceed 50%, of his
duties for the Company at the Maryland Headquarters and to continue to perform
the balance of such duties at the Florida Headquarters. Beginning May 1, 1998
and during the remainder of the Term under the Employment Agreement, xecutive
agrees to perform substantially all of his duties for the Company at the
Maryland Headquarters.
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2. REIMBURSEMENT FOR MOVING EXPENSES. The Company will directly pay or,
upon presentation of appropriate vouchers or other expense statements, reimburse
Executive for all moving, house search, travel, lodging and similar expenses
incurred by him and his family in relocating Executive, his wife and family and
household effects from his current principal residence located in Bonita
Springs, Florida (the "Current Resident") to the Baltimore, Maryland area,
including the cost of renting temporary storage space sufficient to permit
Executive to retain his and his family's personal effectsuntil Executive and his
family are established in their new permanent residence in Maryland.
3. CURRENT RESIDENCE. (a) PURCHASE. On or about August 25, 1997 (the
"Closing Date"), the Company shall purchase the Current Residence from Executive
for a purchase price (the "Purchase Price") equal to Executive's basis in the
Current Residence. In addition, the Company shall directly pay or, upon
presentation of appropriate vouchers or other expense statements, reimburse
Executive for all costs associated with the Company's purchase and the
Executive's sale of the Current Residence as contemplated by this Section 3,
including any transfer or other taxes associated with such sale and/or purchase,
the costs of the Appraiser and any other closing costs. The Company hereby
acknowledges receipt of satisfactory evidence of the Basis.
(b) LEASE DURING TRANSITION PERIOD. From and after the Closing Date during
the Transition Period, Executive shall have the right to lease the Current
Residence from the Company on a month to month basis, for a monthly rental
amount equal to the average monthly rental of comparable residences located
within the neighborhood, and otherwise on commercially reasonable lease
terms. Notwithstanding the foregoing, Executive agrees that, during the
final 30 days of the Transition Period, if Executive is then leasing the
Current Residence, Executive shall allow the Company to authorize a
reputable Realtor, reasonably acceptable to Executive, to inspect and show
the Current Residence at reasonable times during daytime hours, on at lease
one day's advance notice.
4. Sale of options in Integrated Health Services, Inc. ("IHS") in agreement
with Xxxxxx X. Xxxxxx overall plan.
INTERGRATED HEALTH SERVICES, INC. XXXXXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxx
Chief Executive Officer
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