10-K: Annual report pursuant to Section 13 and 15(d)
Published on March 2, 2009
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made this 16th day of
December, 2008, by and among Omega Healthcare Investors, Inc., a Maryland
corporation (the “Company”), and Michael Ritz (the “Executive”).
RECITALS:
The Company and the Executive are
parties to an employment agreement effective as of May 7, 2007, as amended (the
“Employment Agreement”). The Company now desires to amend the
Employment Agreement for compliance with final regulations under Section 409A of
the Internal Revenue Code.
In consideration of the mutual promises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the
Employment Agreement is amended as follows:
1. By adding
after the phrase in the third to last sentence of Section 3(c)(i) “not less
frequently than twice per month over a twelve (12) month period” the phrase
“commencing as of the date of termination of employment, provided that the first
payment shall be made within sixty (60) days following termination of employment
and shall include all payments accrued from the date of termination of
employment to the date of the first payment”.
2. By adding
the following to Section 3(c)(iii):
“The Company shall provide the Release
for the Executive’s execution in sufficient time so that if the Executive timely
executes and returns the Release, the revocation period will expire before the
date the Executive is required to begin to receive payment pursuant to Section
3(c)(i).”
3. By adding
a new Section 9(n) as follows:
“(n) ‘Termination of
employment’ and similar terms shall refer solely to a ‘separation from
service’ within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended.”
Except as specifically amended hereby,
the Employment Agreement shall remain in full force and effect as prior to this
Amendment.
IN WITNESS WHEREOF, the parties have
caused this Amendment as of the day and year first above written.
OMEGA
HEALTHCARE INVESTORS, INC.:
By: /s/ C. Taylor
Pickett
Print Name: C. Taylor
Pickett
Title: Chief Executive
Officer
MICHAEL
RITZ:
/s/ Michael
Ritz