Exhibit 10.12
AMENDMENT TO EMPLOYMENT
AGREEMENT
This document is to amend the
Employment Agreement (the “Agreement”), entered into as
of September 22, 2005 by and between DaVita Inc.
(“Employer”) and James Hilger (“Employee”).
Specifically, effective December 12, 2008, the parties agree
to amend the Agreement as follows:
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1.
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Section 3.3 is hereby deleted in its
entirety and replaced with the following:
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“ Other Termination .
Employer may terminate the employment of Employee for any reason or
for no reason at any time upon at least thirty
(30) days’ advance written notice. If Employer
terminates the employment of Employee for reasons other than for
death, Material Cause, or Disability, and contingent upon
Employee’s execution of the Employer’s standard
Severance and General Release Agreement within twenty-eight
(28) days of the termination of Employee’s employment,
Employee shall (i) be entitled to receive the base salary and
benefits as set forth in Section 2.1 and
Section 2.2 , respectively, through the effective date
of such termination or resignation, (ii) be entitled to
continue to receive an amount equal to his salary for the 12-month
period following the termination of his employment (the
“Severance Period”), paid in accordance with the
Employer’s usual payroll practices, (iii) be entitled to
continue to receive during the 12-month period following the
effective date of such termination the employee health insurance
benefits set forth in Section 2.2 , pursuant to the
election of COBRA coverage, at the same cost to him as he paid
prior to his termination, and (iv) not be entitled to receive
any other compensation, benefits, or payments of any kind, except
as otherwise required by law or by the terms of any benefit or
retirement plan or other arrangement that would, by its terms,
apply. The foregoing notwithstanding, in the event Employee accepts
employment (as an employee or as an independent contractor) with
another employer during the Severance Period, (x) Employee
shall immediately notify Employer of such employment and
(y) Employer’s obligation to continue to provide certain
health insurance benefits pursuant to clause (iii) of the
immediately preceding sentence shall terminate once Employee
becomes eligible to participate in his new employer’s health
benefit plan. In addition, once Employee accepts employment (as an
employee or as an independent contractor), Employer may reduce its
obligation under clause (ii) herein dollar-for-dollar for
every dollar Employee earns in base salary or other compensation
during the Severance Period from his new employer. Employee agrees
to use reasonable efforts to find employment and that if he fails
to use reasonable efforts, the Company’s obligations under
clause (ii) herein may be terminated by Employer in its sole
discretion. For purposes of this provision, an Employee’s
employment has been terminated when Emp
