AMENDMENT 1
TO
SENIOR MANAGEMENT EMPLOYMENT AGREEMENT
AMENDMENT 1 TO SENIOR MANAGEMENT EMPLOYMENT AGREEMENT, dated as of
April 14, 1998, between EMERITUS CORPORATION, a Washington
corporation (the "Company") and Xxxxx Xxxxx ("Executive").
RECITALS
A. The Company and Executive are parties to Senior Management
Employment Agreement dated as of May 29,1997 (the "Agreement").
B. The Company and Executive desire to amend the Agreement as set
forth herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the continued employment of
Executive and of the covenants and agreements hereinafter set
forth, the Company and Executive agree that Section 3(a) of the
Agreement shall be amended in its entirety to read as follows:
"(a) Salary and Benefits. Executive shall (i) receive an annual
base salary no less than $200,000 and an annual bonus equal to at
least the average of the two annual bonuses paid to Executive in
the two years prior to the Change in Control, but in no event less
than 50% of the Executives average bonus potential (50% of salary
as defined herein) over the two year period, and (ii) be entitled
to participate in all employee expense reimbursement, incentive,
savings and retirement plans, practices, policies and programs
(including any Company plan qualified under Section 401 (a) of the
Code) available to other peer executives of the Company and its
Subsidiaries, but in no event shall the benefits provided to
Executive under this item (ii) be less favorable, in the
aggregate, than the most favorable of those plans, practices,
policies or programs in effect immediately prior to the date that
the Change in Control occurs."
As amended, the terms and conditions of the Agreement is hereby
confirmed by the Company and Executive.
IN WITNESS WHEREOF, the Company and Executive have executed this
Amendment as of the day and year first above written.
EMERITUS CORPORATION
/s/ Xxxxxxx X. Xxxxxxxxxx
By: Xxxxxxx X. Xxxxxxxxxx
Title: President
EXECUTIVE
/s/ Xxxxx X. Xxxxx
By: Xxxxx X. Xxxxx
