EX-10.1






Exhibit 10.1




AMENDMENT NO. 1 TO AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




     This amendment is made effective as of March 9, 2009 by and between Advocat Inc., a Delaware
corporation (the “Company”), and Raymond L. Tyler (the “Executive”).



     The Company and the Executive are parties to that certain amended and restated employment
agreement dated March 31, 2006 (the “Employment Agreement”). In exchange for continued employment
with the Company, the Executive has agreed to amend the Employment Agreement as set forth herein.



     The parties therefore agree as follows:



     1. Section II of the Employment Agreement is hereby amended and restated as follows:



     “During the Period of Employment, the Executive agrees to serve as Senior Vice President of
Nursing Home Operations (VPO) of the Company and to be responsible for the typical management
responsibilities expected of an officer holding such position and such other responsibilities as
may be assigned to Executive from time to time by the Chief Executive Officer or Chief Operating
Officer of the Company.”



     2. The second sentence of Section III(B) of the Employment Agreement is hereby amended and
restated as follows:



     “The Executive will perform faithfully the duties which may be assigned to him from time to
time by the Chief Executive Officer or Chief Operating Officer of the Company.”



     3. Section IV(A)(1) of the Employment Agreement is hereby amended and restated as follows:



          “1. Base Salary




               The Company shall pay the Executive a base salary (“Base Salary”) as follows: Two Hundred
Fifty Thousand Dollars ($250,000) per annum.




               Base Salary shall be payable according to the customary payroll practices of the Company but
in no event less frequently than once each month. The base salary shall be reviewed annually and
shall be subject to increase according to the policies and practices adopted by the Company from
time to time.”




     4. A new Section IV(A)(2) is hereby inserted after Section IV(A)(1) of the Employment
Agreement as follows:



          “2. Additional Amounts




 









 








               The Company shall pay the Executive additional amounts (“Additional Amounts”) as follows:
Twenty-Five Thousand Dollars ($25,000) on June 30, 2009 and Twenty-Five Thousand Dollars ($25,000)
on December 31, 2009, provided that the Executive is still employed by the Company on each such
date.




               Additional Amounts, if earned, shall be payable according to the customary payroll practices
of the Company.”




     5. The first two sentences of Section VIII(A) of the Employment Agreement are hereby amended
and restated as follows:



          “Upon termination of the Executive’s employment due to either a Without Cause Termination or a
Constructive Discharge, as defined later in this Agreement, the Company will pay the Executive in a
lump sum: (a) an amount equal to the greater of (i) 100% of his Base Salary as in effect at the
time of the termination, or (ii) Three Hundred and Eight Thousand Dollars ($308,000); and (b)
earned but unpaid Base Salary and Incentive Compensation Awards. If necessary to comply with Code
Section 409A(a)(2)(B)(i), the Company may pay such amounts on the six (6) month anniversary of such
event.”




     6. A new Section VIII(F) is hereby inserted after Section VIII(E) of the Employment Agreement
as follows:



          “F. Additional Constructive Discharge.




               In the event the Company hires a Chief Operating Officer after the date hereof (the “New
COO”), the Executive will have the right to elect to treat such hiring as a Constructive Discharge;
provided, however, that the Executive must provide the Company a written notice of such election
within 45 days of the date of the commencement of employment of the New COO, and provided further
that this right shall extend to only the first such New COO hired after the date hereof.”




     7. Except as otherwise provided herein, the Employment Agreement continues in full force and
effect.



[Signature page follows.]




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     IN WITNESS WHEREOF, the undersigned have executed this amendment as of the date first above
written.



	 	 	 	 	 
	 

	 	ADVOCAT INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William R. Council, III
	 

	 	 	 	 
	 

	 	 	 	William R. Council, III
	 

	 	Title:
	 	President and Chief Executive Officer
	 
	 	 	 	 
	 

	 	EXECUTIVE:
	 
	 	 	 	 
	 

	 	/s/ Raymond L. Tyler
	 

	 	 
	 

	 	Raymond L. Tyler







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