ASSISTED LIVING CONCEPTS, INC.
EXHIBIT 10.1
ASSISTED LIVING CONCEPTS, INC.
2012 CASH INCENTIVE COMPENSATION AWARD AGREMENT
THIS CASH INCENTIVE COMPENSATION AWARD AGREEMENT (the “Award Agreement”) is entered into as of March 15, 2012, between Assisted Living Concepts, Inc. (“ALC”) and [EMPLOYEE NAME] (“Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, ALC and Employee agree as follows.
This Award Agreement sets forth the terms and conditions of a cash incentive award of performance compensation (the “Award”) that is granted to you under the 2006 Omnibus Incentive Compensation Plan (the “Plan”) and is a Performance Compensation Award. This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, cash compensation as set forth in Section 3 below.
THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.
“Business Day” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally permitted to be closed in the City of New York.
“Committee” means the Compensation/Nominating/Governance Committee of the Board of Directors of ALC (the “Board”) or such other committee of the Board as may be designated by the Board from time to time to administer the Plan.
“Determination Date” means the date during the first quarter of 2012, as determined by the Committee, on which the Committee determines whether Performance Goals with respect to the Performance Period have been achieved.
“Payment Date” means the date following the Determination Date established by the Committee pursuant to Section 3(b) for the payment of any Award under this Award Agreement.
“Performance Goals” means the performance goals set forth on Exhibit A to this Award Agreement.
“Performance Period” means the period from January 1, 2012 through December 31, 2012.
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9. Committee Discretion. Subject to your Employment Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.
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(a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and ALC irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the Eastern District of Wisconsin and (ii) the courts of the State of Wisconsin for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and ALC agree to commence any such action, suit or proceeding either in the United States District Court for the Eastern District of Wisconsin or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Wisconsin. You and ALC further agree that service of any process, summons, notice or document by U.S. registered mail to the other party's address set forth below shall be effective service of process for any action, suit or proceeding in Wisconsin with respect to any matters to which you have submitted to jurisdiction in this Section 9(a). You and ALC irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the Eastern District of Wisconsin or (B) the courts of the State of Wisconsin, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
If to ALC:
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Assiste Living Concepts, Inc.
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X000 X0000 Xxxxx Xxxx | ||
Xxxxxxxxx Xxxxx, XX 00000 | ||
Attn: Corporate Secretary | ||
If to you:
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Address contained in payroll records
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The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.
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ASSISTED LIVING CONCEPTS, INC. | EMPLOYEE | |||
By: |
Title: | [EMPLOYEE NAME] |
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