EXHIBIT 10.17
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "Amendment") is made and entered into as of December
31, 1998, by and between Ventas, Inc. (successor to Vencor, Inc.), a Delaware
corporation ("Ventas" or the "Company"), and W. Xxxxx Xxxxxxxx (the "Employee").
RECITALS:
A. Employee is a party to an Employment Agreement with the Company (the
"Agreement").
B. Employee has elected to resign as Chief Executive Officer of Ventas
effective as at the close of business on December 31, 1998, and
continue in his capacity as Chairman of Ventas.
C. The Board of Directors of Ventas (the "Board") has resolved to provide
for the amendment of the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements contained herein, and intending to be legally bound
hereby, the Agreement is hereby amended, effective December 31, 1998, as
follows:
1. Section 2 of the Agreement is hereby amended in its entirety to read
as follows:
"2. Duties. Executive is engaged by the Company as Chairman."
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2. Section 3 of the Agreement is hereby amended in its entirety to read
as follows:
"3. Extent of Services. Executive, subject to the direction and control
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of the Board, shall have the power and authority commensurate with his
executive status as Chairman of the Company and necessary to perform his
duties hereunder. During the term, Executive shall perform such duties,
consistent with his status as Chairman of the Company, as requested by the
Board from time to time."
3. Section 4(a) of the Agreement is hereby amended by replacing the phrase
"$350,000 per year" with the phrase "$150,000 per year".
4. A new Section 7(e) of the Agreement is hereby added to read as
follows:
"(e) Tax Loan Forgiveness. Notwithstanding anything to the contrary in
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this Section 7 (including Section 7(b)(7) hereof), (i) if Executive resigns
as Chairman of the Company at the request of the Board of Directors for any
reason other than Cause, the Company shall cause to be forgiven any
remaining amounts (including principal and accrued interest) that are owed
by the Executive under the Tax Loan, and (ii) such resignation shall be
deemed for all purposes under this Agreement to have been a termination of
employment of the Executive other than for Cause."
5. All capitalized terms used in this Amendment shall have the same
definitions as set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
VENTAS, INC.
___________________________
By:
Title:
EMPLOYEE
____________________________
W. Xxxxx Xxxxxxxx
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