AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.30
AMENDMENT NO. 1 TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 1”) is made,
effective as of March 16, 2008, by and between Sunrise Senior Living, Inc., a Delaware corporation
(the “Company”), and Xxxx X. Xxxxxxxx (“Executive”).
Recitals:
WHEREAS, Executive and the Company previously entered into the Amended and Restated Employment
Agreement, effective as of November 13, 2003 (the “Employment Agreement”), in which the Company
employed Executive as both the Company’s Chairman and the Company’s Chief Executive Officer; and
WHEREAS, Executive and the Company wish to amend the terms of the Employment Agreement to
provide that Executive’s employment by the Company pursuant to the Employment Agreement shall be
solely as the Company’s Chief Executive Officer and not as Chairman and Chief Executive Officer.
Agreement:
NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and
valuable consideration, the sufficiency of which Executive acknowledges, the Company and Executive,
intending to be legally bound, agree as follows:
1. The first recital in the Employment Agreement is deleted in its entirety, and is restated
to read as follows:
“WHEREAS, the Company wishes to employ the Executive as Chief Executive Officer on
the terms and conditions set forth in this Agreement; and”
2. Section 1 of the Employment Agreement is deleted in its entirety, and is restated to read
as follows:
“1. SCOPE OF EMPLOYMENT. The Company hereby agrees to employ the
Executive upon the terms and conditions herein set forth and the Executive
agrees to perform such executive duties as may be determined and assigned to
him by the Board of Directors of the Company (the “Board”). The Executive
hereby accepts such employment, subject to the terms and conditions herein
set forth. The Executive shall have the title of Chief Executive Officer.
While serving as Chief Executive Officer, the Executive shall have the
customary duties and powers of such position. The Executive shall not be
employed by any other organization during the term of this Agreement.”
3. The words “Chairman and” in Section 2(c)(ii) of the Employment Agreement are hereby
deleted.
4. It is understood and agreed by the parties hereto that the change in the scope of
Executive’s employment as provided by this Amendment No. 1 shall not constitute, or give rise to a
right by the Executive to terminate his employment or the Employment Agreement for, Good Reason (as
previously defined in the Employment Agreement).
5. The provisions of this Amendment No. 1 may be amended and waived only with the prior
written consent of the parties hereto. This Amendment No. 1 may be executed and delivered in one
or more counterparts, each of which shall be deemed an original and together shall constitute one
and the same instrument.
6. Except as set forth in this Amendment No. 1, the Employment Agreement shall remain
unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 1 on the
date first written above.
| SUNRISE SENIOR LIVING, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| EXECUTIVE |
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| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Xxxx X. Xxxxxxxx | ||||
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