Amendment to Employment Agreement between Assisted Living Concepts, Inc. and Ron W. Kerr (November 29, 2001)

Summary

Assisted Living Concepts, Inc. and Ron W. Kerr have agreed to amend Kerr's employment agreement in connection with the company's Chapter 11 bankruptcy case. The amendment clarifies that actions taken as part of the company's bankruptcy reorganization, such as changes to the board or new securities, will not be considered a "Change of Control" under the agreement. Additionally, if Kerr's work location is moved to his home due to the bankruptcy and he resigns, it will not be treated as an involuntary termination without cause. All other terms of the original agreement remain unchanged.

EX-10.24 12 v80333ex10-24.txt EXHIBIT 10.24 Exhibit 10.24 November 29, 2001 VIA HAND DELIVERY Mr. Ron W. Kerr 6479 Reflections Drive, Suite 220 Dublin, Ohio 43017 Dear Ron: As you know, on October 1, 2001, Assisted Living Concepts, Inc. (the "Company") commenced a case under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Case"). In connection with the Bankruptcy Case, you and the Company have agreed to amend that certain Employment Agreement, dated as of January 1, 2001, between you and the Company (the "Employment Agreement"). Unless otherwise indicated, all capitalized terms used in this letter (this "Letter") without definition shall have the meanings given to them in the Employment Agreement. This Letter shall become effective as of the effective date of the Company's plan of reorganization in the Bankruptcy Case (the "Effective Date"). Notwithstanding the prior execution of this Letter, the Employment Agreement shall remain in full force and effect until the Effective Date, and prior to the Effective Date, the Company reserves its rights under the United States Bankruptcy Code with respect to the Employment Agreement. As of the Effective Date, the Employment Agreement shall be amended by adding the following language to the end of the definition of "Change of Control" set forth in paragraph 11(a)(i) of the Employment Agreement: "provided, however, that notwithstanding the foregoing, none of the following events shall constitute a Change of Control for purposes of this Agreement: (a) the implementation by the Company (including, without limitation, a change in the composition of the Board of Directors and/or the issuance of new securities by the Company) of its plan of reorganization in connection with the case commenced on October 1, 2001 by the Company under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Case"); or (b) the issuance of a final court order approving the plan of reorganization filed by the Company in connection with the Bankruptcy Case." Mr. Ron W. Kerr Exhibit 10.24 November 29, 2001 Page 2 of 2 In addition, you hereby agree that notwithstanding anything contained in the Employment Agreement, if your Work Location is relocated to your residence in connection with the Bankruptcy Case and you subsequently resign your employment with the Company, such termination of employment will not constitute an Involuntary Termination Without Cause under the Employment Agreement. Except as set forth herein, the Employment Agreement shall remain in full force and effect. Please confirm your agreement to the foregoing by signing below where indicated and return the executed Letter to the Company. Sincerely, ASSISTED LIVING CONCEPTS, INC. /s/ Wm. James Nicol ------------------------------------- Wm. James Nicol Chief Executive Officer and President ACCEPTED, ACKNOWLEDGED AND AGREED As of this 29 day of November, 2001 /s/ Ron W. Kerr - ------------------------------------- Ron W. Kerr