Exhibit 99(d)(3)
CENTENNIAL HEALTHCARE CORPORATION
000 XXXXXXXXX XXXXXX XXXXXXX
XXXXX 000
XXXXXXX, XX 00000
February 24, 2000
Xxxxxxx Xxxxx
c/o Centennial HealthCare Corporation
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
RE: WAIVER OF CERTAIN RIGHTS UNDER CURRENT EMPLOYMENT
AGREEMENT
Dear Xx. Xxxxx:
As you know, the Company today is entering into an Agreement and Plan of Merger
(the "Merger Agreement") between and among itself, Hilltopper Holding Corp.
("Parent") and Hilltopper Acquisition Corp. ("Purchaser") pursuant to which
Purchaser will be merged with and into the Company, with the Company surviving
as a wholly-owned subsidiary of Parent. Concurrent with execution of the Merger
Agreement, you will be signing a new Employment Agreement with the Company (the
"New Agreement") which, as of the Effective Time of the Merger, will supersede
and replace in all respects your current Employment Agreement with the Company
dated December 31, 1995 (the "Current Agreement").
Given these circumstances, you, the Company and Parent have agreed that any
provisions in your Current Agreement which would allow you to terminate your
employment for "Good Reason" (as defined in the Current Agreement) as a result
of the Merger, or any circumstances leading up to it, should not apply.
Therefore, in consideration of the Company entering into your New Agreement and
other benefits you will receive in connection with the Merger, including stock
options you will receive to purchase stock of Parent, you hereby unconditionally
waive your right under the Current Agreement to terminate your employment for
"Good Reason." In the event the Merger Agreement is terminated, the New
Agreement will be void, your Current Agreement will remain in full force and
effect, and your right to terminate
Xxxxxxx Xxxxx
February 24, 2000
Page -2-
employment for Good Reason upon any subsequent Change in Control of the Company
will be immediately reinstated.
You may formally agree to this waiver by signing your name on the space
indicated below. Once executed, this letter agreement may not be modified except
in writing signed by each of you, the Company and Parent.
Very truly yours,
Centennial HealthCare Corporation
By: /s/ Xxxxx X. Xxxxxxxx
___________________________________
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Hilltopper Holding Corp.
By: /s/ Xxxxx Xxxxxxxx
___________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice President and
Secretary
AGREED AND ACCEPTED:
/s/ X. Xxxxxxx Xxxxx
___________________________
X. Xxxxxxx Xxxxx
2/24/00
___________________________
Date
-2-
