EXHIBIT 10.23
MODIFICATION AND AMENDMENT TO
EMPLOYMENT AGREEMENT
(Location Specific)
REFERENCE DATE: January 19, 2000
PARTIES Xxxxx Xxxx Xxxxxx ("Employee")
and Assisted Living Concepts, Inc. ("Company")
00000 XX Xxxxx Xxxxxx Xxxxx, Xxxxxxxx X
Xxxxxxxx, Xxxxxx 00000-0000
RECITAL:
Employee and Company entered into that certain Employment Agreement dated
February 3, 1998 (the "Agreement"), which provides for an expiration date of
February 3, 2000. Thereafter, the Board of Directors of Company promoted
Employee to Senior Vice President of Community Relations (the "New Position"),
and on November 30. 19991, the Compensation Committee approved the
modifications and amendments to the Employment Agreement set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt of which is
acknowledged, the parties agree as follows:
AGREEMENTS:
1. Employee and Company hereby agree to modify and amend the
Employment Agreement as follows:
(a) Delete Section 1.1 in its entirety and insert:
1.1 Employment. Effective on the Commencement Date of
----------
February 3, 1998, Assisted Living Concepts, Inc. ("ALC") or one of its
Affiliated Companies (defined below) hereby agrees to employ Employee, and
Employee hereby agrees to serve the Company, on the terms and conditions of
this Agreement. Such employment shall be for the initial term of two (2)
years, with an automatic rollover at the end of each year from and after
the Commencement Date for an additional year unless terminated by the
Company by its providing written notice of such termination to Employee
within ninety (90) days prior to the anniversary of the Commencement Date
(in which event Employee shall have one year remaining until the
termination of this Agreement, unless terminated earlier pursuant to
Section 6 hereunder). For example, in the event that Employee were an
employee of the Company on March 15, 2000 and the Company were not to have
provided written notice to Employee between December 15, 1999 and March 15,
2000 that Employee's employment would terminate on March 15, 2001, then the
term of this Agreement would automatically rollover an additional year to
March 15, 2002 from March 15, 2001. On the other hand, the Company were to
provide written notice to Employee of the termination of this Agreement
within 90 days prior to the anniversary
date of March 15, 2000, then this Agreement would terminate on March 15,
2001 (unless terminated earlier pursuant to Section 6 hereunder), and there
would be no automatic rollover.
For purposes of this Agreement, "Affiliated Companies" shall mean an entity
controlling, controlled by, or under common control with ALC, and shall include
a corporation which acquires the stock of ALC, should a merger occur.
(b) Delete the last sentence of Section 1.2 and insert: "Employee's
position and duties may change from time to time during the term of this
Agreement. Such change might include, without limitation. Employee's place of
work being relocated at the discretion of the party to whom Employee reports,
provided that the position qualifies as Comparable Employment within the meaning
of that term, as defined in Section 6.2(b)."
(c) Delete Section 6.2(b), in its entirety and insert: "Without Cause.
In the event of the termination of the employment of Employee by the Company
without cause and without the Company offering Comparable Employment (defined
below) prior to the expiration hereof, Employee shall be paid an amount equal to
that set forth in Schedule 6.2(b), which is attached hereto and incorporated
herein by this reference (the "Severance Amount"), and such Severance Amount
shall be paid in a lump sum within 60 days after the effective date of the
termination of employment; provided, however, that if Employee is offered
Comparable Employment with ALC or an Affiliated Company and refuses to accept
the offer of Comparable Employment, then the Company shall have no obligation
whatsoever to pay the Severance Amount. Likewise, if Employee is offered and
accepts a position with the Company which is Comparable Employment, the Company
shall have no obligation whatsoever to pay any Severance Amount due to such
change, however, this Agreement shall remain in full force and effect until its
expiration or earlier termination after such change to Comparable Employment.
"Comparable Employment" shall mean employment with ALC or an Affiliated Company
in a position that is: (i) not materially different in level of responsibility
or duties; (ii) at the same or higher salary level; (iii) with the same or
similar title or rank; and (iv) which is to be based within a 20-mile radius of
the location of Employee's prior position with the Company."
(d) Revise "comparable employment" in Section 6.4 to "Comparable
Employment."
(e) Amend the Agreement with the attached Schedule 6.2(b) reflecting
the Severance Amount.
2. Full Force and Effect. Except as modified and amended herein, the
Agreement shall remain in full force and effect. In the event of any
inconsistency between this Modification and Amendment Agreement (this
"Modification") and the Agreement, this Modification shall prevail.
Due to this Modification being "Location Specific," Employee MUST complete
"Work Location" set forth below in order for this Modification to be effective.
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IN WITNESS WHEREOF, the parties hereto execute this Modification on the
date below written.
"EMPLOYEE"
Date: January 19, 2000 /s/ Xxxxx Gorshe_________________________
Xxxxx Xxxx Xxxxxx
Present Position:
Senior Vice President of Community Relations
Work Location:
00000 XX Xxxxx Xxxxxx Xxxxx, Xxxxxxxx X
Xxxxxxxx, Xxxxxx 00000-0000
"COMPANY"
ASSISTED LIVING CONCEPTS, INC.
Date: January 19, 2000 By:__/s/ Xxxxx Xxxxx Wilson________________
Xxxxx Xxxxx Xxxxxx
Chief Executive Officer and President
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Schedule 6.2(b)
The Severance Amount shall be calculated as follows:
Employee's Annual Salary (as of the date of termination) x 24 (months) =
$___________
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