AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.89
AMENDMENT TO EMPLOYMENT AGREEMENT
This document is to amend the Employment Agreement (the Agreement), entered into as of May 20, 2012, by and among HealthCare Partners Holdings, LLC (Employer), DaVita Inc. (Parent) and Robert J. Margolis, M.D. (Employee). Specifically, effective December 31, 2012, the parties agree to amend the Agreement as follows:
1. Section 3.3 is hereby amended to read as follows:
3.3 Other Termination. After the Term (if Employees employment continues after the Term), Employer may terminate the employment of Employee for any reason or for no reason at any time upon at least ninety (90) days advance written notice. If Employer terminates the employment of Employee for reasons other than for death, Material Cause, or Disability, and contingent upon Employees execution of the Employers standard Severance and General Release Agreement within twenty-eight days of the termination of Employees employment, Employee shall be entitled to an amount equal to two times Employees base salary in effect at the time that notice of termination is given to Employee, plus an amount equal to the Bonus paid in the year prior to the termination of Employees employment, pro-rated for the number of months served in the year Employees employment is terminated, to be paid in equal installments over 24 months, subject to Employers payroll practices and procedures (the Termination Pay).
With respect to any payments due under this Section 3.3 which are subject to the Employees execution and delivery of the Employers standard Severance and General Release Agreement, in any case where the date employment terminates and the Release Expiration Date fall in two separate taxable years, any payments required to be made to the Employee which are conditioned on the timely execution of the Employers standard Severance and General Release Agreement and are treated as nonqualified deferred compensation for purposes of Section 409A of the Internal Revenue Code shall be made in the later taxable year. For purposes of this Section 3.3, Release Expiration Date shall mean the last day of the 28-day period following the Employees employment termination date, during which the Employee may timely deliver an executed Severance and General Release Agreement to receive payments and benefits under this Agreement. For purposes of this provision, an Employees employment has been terminated when Employee is no longer providing services for Employer after a specific date or the level of bona fide services that Employee would perform (as an employee or independent contractor) after a specific date would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding thirty-six month period (or the full period of service if Employee was employed for less than thirty-six months).
In all other respects, the Agreement remains unchanged and in full force and effect.
DAVITA HEALTHCARE PARTNERS INC. | ||
By | /s/ Laura Mildenberger | |
Laura Mildenberger | ||
Chief People Officer | ||
EMPLOYEE | ||
By | /s/ Robert J. Margolis | |
Robert J. Margolis, M.D. | ||
Approved as to Form | ||
/s/ Caitlin Moughon | ||
Caitlin Moughon | ||
Assistant General Counsel |