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EXHIBIT 10.20
MODIFICATION AND AMENDMENT TO
EMPLOYMENT AGREEMENT
(LOCATION SPECIFIC)
REFERENCE DATE: January 19, 2000
PARTIES: Nancy Inez Gorshe ("EMPLOYEE")
and Assisted Living Concepts, Inc. ("COMPANY")
11835 NE Glenn Widing Drive, Building E
Portland, Oregon 97220-9057
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, 1999, 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, if
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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.
3. 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: 19 January, 2000 /s/ Nancy Inez Gorshe
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Nancy Inez Gorshe
Present Position:
Senior Vice President of Community
Relations
Work Location:
11835 NE Glenn Widing Drive, Building E
Portland, Oregon 97220-9057
"COMPANY"
ASSISTED LIVING CONCEPTS, INC.
Date: 19 January, 2000 By: /s/ Keren Brown Wilson
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Keren Brown Wilson
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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