Attached files
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| EX-10.1 - EX-10.1 EMPLOYMENT AGREEMENT R. BRANDSTROM JAN 2010 - EMERITUS CORP\WA\ | ex101rbrandstromeagreement.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): January 5,
2010
EMERITUS
CORPORATION
(Exact
name of registrant as specified in charter)
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Washington
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1-14012
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91-1605464
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3131
Elliott Avenue, Suite 500
Seattle,
Washington 98121
(Address
of principal executive offices) (Zip Code)
(206)
298-2909
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 3, 2009, Emeritus Corporation (“Emeritus” or the “Company”) filed a
current report on Form 8-K with the Securities and Exchange Commission
announcing the appointment of Robert Bateman, age 47, as the Company's Executive
Vice President—Finance and Chief Financial Officer effective December 21,
2009. Raymond R. Brandstrom, the Company's previous Executive Vice
President—Finance and Chief Financial Officer and one of the original founders
of Emeritus, resigned his position effective December 21, 2009. Mr.
Brandstrom will continue his employment with the Company in an advisory capacity
and will remain as a member of the Company's Board of Directors serving as Vice
Chairman and Secretary.
In
connection with his continued employment, Mr. Brandstrom has entered into an
employment contract with the Company effective January 1, 2010 and continuing
through December 31, 2014 (the “Agreement”). Mr. Brandstrom’s base
salary under the Agreement will be $295,750 in 2010, $203,931 in 2011, $152,948
in 2012 and $100 per year in 2013 and 2014. Mr. Brandstrom is
entitled to receive incentive compensation for services performed in
2009. In lieu of stock option awards that have been earned but not
granted to Mr. Brandstrom, he will be paid $139,000 in cash, which amount will
be grossed up for federal income taxes payable. As long as Mr.
Brandstrom remains a director of Emeritus, he will receive options to purchase
Emeritus common stock in amounts equal to the annual outside director
grants. Once Mr. Brandstrom is no longer an employee of the Company,
each of Mr. Brandstrom's outstanding stock options will vest and he will have
until the earlier of (a) two years after termination of employment and (b) the
last day of the option term to exercise each option.
Mr.
Brandstrom and his family will continue to be covered by the Company’s executive
benefit plan through December 31, 2013, which includes medical and dental
insurance, $250,000 of life insurance, participation in the Company’s
non-qualified deferred compensation plan, long-term disability insurance and an
automobile allowance. In the event of Mr. Brandstrom’s death during
the term of this Agreement, his dependents will be entitled to coverage under
COBRA for 36 months thereafter.
If, prior
to December 31, 2012, Mr. Brandstrom is compensated for his services as an
employee, consultant, and/or independent contractor by CPM Group, Inc., an
affiliate of Mr. Daniel Baty, the Company’s Chairman and Co-Chief Executive
Officer, Mr. Brandstrom’s salary under the Agreement will be reduced by fifty
percent (50%) of the amount of that compensation.
The
foregoing summary of Mr. Brandstrom’s employment agreement is qualified in its
entirety by reference to the employment agreement, filed herewith as Exhibit
10.1.
Item
9.01 Financial
Statements and
Exhibits.
(d) Exhibits
Exhibit
No. Description
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10.1
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Employment
Agreement between Emeritus Corporation and Raymond R. Brandstrom, Jr.
effective January 1, 2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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January
11, 2010
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EMERITUS
CORPORATION
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By:
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/s/
Robert C. Bateman
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Robert
C. Bateman, Executive Vice President—
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Finance
and Chief Financial Officer
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INDEX
TO EXHIBITS
Exhibit
No. Description
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10.1
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Employment
Agreement between Emeritus Corporation and Raymond R. Brandstrom, Jr.
effective January 1, 2010.
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