ex108.htm


    Exhibit
10.8

     

    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

     

    THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) effective as of the 17th
day of December, 2008, by and between William A. Mathies (“Mr.
Mathies”) and Sun Health
Specialty Services, Inc., a New Mexico corporation (“SHSS”).

     

    WHEREAS,
SHSS is a wholly owned subsidiary of SunBridge Healthcare Corporation
(“SunBridge” or “Company”), which is a wholly owned subsidiary of Sun Healthcare
Group, Inc. (“SHG”);

     

    WHEREAS,
SunBridge and other direct and indirect subsidiaries of SHG (referred to herein
as “the other LTC subsidiaries”) provide inpatient services throughout the
United States, in many instances under the “SunBridge” name;

     

    WHEREAS,
SHSS has Services Agreements with SHG and the other LTC subsidiaries to provide
employees, including Mr. Mathies, to SHG, SunBridge and the other LTC
subsidiaries;

     

    WHEREAS,
Mr. Mathies has been appointed as President and Chief Operating Officer of
SunBridge and SHG Services, Inc., the subsidiary of SHG that is a holding
company for other operating subsidiaries of SHG that are not other LTC
subsidiaries;

     

    WHEREAS,
SHSS and Mr. Mathies are parties to that certain Employment Agreement dated
February 28, 2002, as amended on October 12, 2006, October 31, 2007 and March
31, 2008 (the “Existing  Agreement”); and

     

    WHEREAS,
SHSS and Mr. Mathies wish to amend and restate the Existing Agreement upon the
terms set forth in this Agreement to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) effective as of the date
hereof.

     

    NOW,
THEREFORE, in consideration of the above recitals and the mutual covenants and
agreements contained herein, Mr. Mathies and SHSS agree as follows:

     

    Section
1:   Employment.  SHSS
agrees to employ Mr. Mathies and Mr. Mathies agrees to accept employment with
SHSS, subject to the terms and conditions of this Agreement.  The
period of Mr. Mathies’ employment under this Agreement commenced as of February
28, 2002 (the effective date of the Existing Agreement, referred to herein as
the “Effective Date”) and shall continue until terminated in accordance with
Section 5 below.  As used in this Agreement, the phrase “Term” refers
to Mr. Mathies’ period of employment from the Effective Date until the date his
employment is terminated.

     

    Section
2:  Duties
and Responsibilities.  Mr. Mathies shall devote his full
employment time, efforts, skills and attention exclusively to advancing and
rendering profitable the business interests of SunBridge, the other LTC
subsidiaries and SHG Services by serving as President and Chief Operating
Officer thereof.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Section
3:  Compensation, Benefits and
Related Matters.

     

    
      	
              a.  

            	
              Annual
      Base Salary.  SHSS
      shall pay to Mr. Mathies a base salary at an annual rate of $400,000
      (“Base Salary”), such salary to be payable in accordance with SHSS’s
      customary payroll practices (but not less frequently than monthly). The
      annual base salary will be reviewed at least annually for possible merit
      increases and any increase in Mr. Mathies’ annual base salary rate shall
      thereafter constitute “Base Salary” for purposes of this
      Agreement.

            


    

     

    
      	
              b.  

            	
              Cash
      Bonus/Incentive Compensation.  In addition to the Base
      Salary provided for in Section 3(a) above, Mr. Mathies shall be entitled
      to receive an annual bonus (“Bonus”) in accordance with the Sun Healthcare
      Group, Inc. Executive Bonus Plan, as it may be amended from time to time
      by the Compensation Committee of the Board of Directors of SHG; provided,
      however, that no amendment shall be effective if it reduces the percentage
      of Base Salary that would constitute the minimum or maximum potential
      amount of the Bonus as compared to the prior year, unless such amendment
      has been agreed to in writing by Mr. Mathies.  The Bonus shall
      be payable at the same time as other annual bonuses are paid to senior
      management personnel with respect to that fiscal year.  Subject
      to the provisions of Section 6, in order to have earned and to be paid any
      such Bonus, Mr. Mathies must be employed by SHSS on the date of such
      payment. It is intended that the Bonus described in this Section 3(b)
      qualify as “performance based compensation” under Section 162(m) of the
      Code to the extent necessary to preserve the ability to deduct such Bonus.
      In the event the minimum financial performance threshold is met as set
      forth in the Plan, Mr. Mathies’ minimum Bonus shall be no less than 10% of
      his Base Salary for the applicable fiscal
year.

            


    

     

    
      	
              c.  

            	
              Equity
      Incentive.  Mr. Mathies shall be entitled to the
      following equity incentive as of the date his employment
      begins:

            


    

     

    
      	
              1.  

            	
              A
      non-qualified stock option (“Stock Option”) to purchase 100,000 shares of
      Common Stock of SHG at an exercise price per share equal to the fair
      market value of the Common Stock. One-fifth of the shares of Common Stock
      underlying the Stock Option will vest on the later of (x) the date on
      which the Stock Option is issued or (y) the date on which Sun Healthcare
      Group, Inc. emerges from Chapter 11 bankruptcy proceedings (the “Initial
      Vesting Date”) and thereafter an additional 20% of the shares of Common
      Stock underlying the Stock Option will vest on each of the first four
      anniversaries of the Initial Vesting Date provided Mr. Mathies is employed
      by SHSS or any other subsidiary of SHG on each such date of vesting. The
      Stock Option shall have a 7 year term.  Mr. Mathies acknowledges
      that SHG has satisfied its obligation to grant such Stock
      Option.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              2.  

            	
              If,
      during the Term, Mr. Mathies’ employment with SHSS is terminated for any
      reason other than his death or Disability (as defined in Section 5(e)),
      Good Cause (as defined in Section 5(a)) or his voluntary resignation
      without Good Reason (as defined in Section 5(c)), then the unvested
      portion of his Stock Options will thereupon immediately be
      vested.

            


    

     

    
      	
              d.  

            	
              Retirement
      and Benefit Plans.  During the Term, Mr. Mathies shall be
      entitled to participate in all retirement plans, health benefit programs,
      insurance programs and other similar employee welfare benefit arrangements
      available generally to senior executive officers of SHSS providing
      services to SunBridge from time to time. Such plans, programs and
      arrangements are subject to change during the Term at the sole discretion
      of the Company.

            


    

     

    
      	
              e.  

            	
              Paid
      Time Off.  Mr. Mathies shall
      be entitled to paid time off, in addition to holiday and sick time, of not
      less than 160 hours per year, in accordance with SunBridge’s policy for
      paid time off.

            


    

     

    
      	
              f.  

            	
              Indemnification
      Liability/Insurance.  Mr. Mathies shall be entitled to
      indemnification by SunBridge and/or SHSS to the fullest extent permitted
      by applicable law and the charter and by laws of SunBridge and/or SHSS. In
      addition, SunBridge shall maintain during Mr. Mathies’ employment
      customary director’s and officers’ liability insurance and Mr. Mathies
      shall be covered by such insurance.

            


    

     

    
      	
              g.  

            	
              Taxes.  All
      compensation payable to Mr. Mathies shall be subject to withholding for
      all applicable federal, state and local income taxes, occupational taxes,
      Social Security and similar mandatory
  withholdings.

            


    

     

    Section
4:   Travel
and Housing.  SunBridge
will relocate the principal executive offices for SunBridge’s senior management
team to Orange County, California. Such relocation shall be completed within a
reasonable time upon location of acceptable office space. Reasonable
out-of-pocket costs related to relocation of Mr. Mathies’ personal residence
from Arkansas to Orange County, including, but not limited to selling, buying,
packing, moving and transitional storage costs will be reimbursed. Until such
relocation is completed, Mr. Mathies shall be entitled to reimbursement for
reasonable travel and housing expenses incurred by him in connection with his
performance of services pursuant to this Agreement.  Mr. Mathies
acknowledges that SHG has satisfied its obligations pursuant to this Section
4.

     

    Section
5:   Termination.  SunBridge
and/or SHSS may, at any time in its sole discretion, terminate Mr. Mathies
as President and from all other positions with SHG and its direct and indirect
subsidiaries; provided, however, that SunBridge and/or SHSS shall provide Mr.
Mathies with at least five (5) business days prior written notice of such
termination and shall make the payments associated with such termination in
accordance with Section 6.

     

    
      	
              a.  

            	
              Termination
      by SHSS for “Good Cause.  SunBridge and/or SHSS may at
      any time, by written notice to Mr. Mathies at least five (5) business days
      prior to the date of termination specified in such notice and specifying
      the acts or omissions 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              believed
      to constitute Good Cause (as defined below), terminate Mr. Mathies as
      an officer and employee and from all other positions with SHSS, SunBridge
      and the other LTC subsidiaries for Good Cause. SunBridge and/or SHSS may
      relieve Mr. Mathies of his duties and responsibilities pending a
      final determination of whether Good Cause exists, and such action shall
      not constitute Good Reason (as defined below) for purposes of this
      Agreement. Payment to Mr. Mathies upon a termination for Good Cause is set
      forth in Section 6(a). “Good Cause” for termination shall mean any one of
      the following:

            


    

     

    
      	
              1.  

            	
              Any
      criminal conviction under the laws of the United States or any state or
      other political subdivision thereof which, in the good faith determination
      of the Compensation Committee of SHG, renders Mr. Mathies unsuitable as an
      officer of SunBridge and the other LTC subsidiaries or
      employee.

            


    

     

    
      	
              2.  

            	
              Mr.
      Mathies’ continued failure to substantially perform the duties reasonably
      requested by the Chief Executive Officer (“CEO”) of SHG and commensurate
      with his position as President of SunBridge and the other LTC subsidiaries
      (other than any such failure resulting from his incapacity due to his
      physical or mental condition) after a written demand for substantial
      performance is delivered to him by the CEO of SHG, which demand
      specifically identifies the manner in which the CEO of SHG believes that
      he has not substantially performed his duties, and which performance is
      not substantially corrected by him within a mutually agreed upon period of
      time for performance of such demand;
and

            


    

     

    
      	
              3.  

            	
              Any
      material workplace misconduct or willful failure to comply with
      SunBridge’s general policies and procedures as they may exist from time to
      time by Mr. Mathies which, in the good faith determination of the
      Compensation Committee of SHG, renders Mr. Mathies unsuitable as an
      officer or employee.

            


    

     

    
      	
              b.  

            	
              Termination
      by SunBridge without Good Cause.  SunBridge
      and/or SHSS may at any time, by written notice to Mr. Mathies at least
      five (5) business days prior to date of termination specified in such
      notice, terminate Mr. Mathies as an officer or employee and from all other
      positions with SHSS, SunBridge and the other LTC subsidiaries. If such
      termination is made by SunBridge and/or SHSS other than by reason of Mr.
      Mathies’ death, Disability (as defined in Section 5(e)) and Good Cause
      does not exist, such termination shall be treated as a termination without
      Good Cause and Mr. Mathies shall be entitled to payment in accordance with
      Section 6(b).

            


    

     

    
      	
              c.  

            	
              Termination
      by Mr. Mathies for Good Reason.  Mr. Mathies may, at any
      time at his option within sixty (60) days following an event or condition
      that constitutes Good Reason (as defined below), resign for Good Reason as
      an officer and employee and from all other positions with SHSS, SunBridge
      and the other LTC subsidiaries by written notice to SunBridge at least
      thirty (30) days prior to the date of termination specified in such
      notice; provided, however, that

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              SunBridge
      and/or SHSS has not substantially corrected the event or condition that
      would constitute Good Reason prior to the date of termination. Payment to
      Mr. Mathies upon a termination for Good Reason is set forth in Section
      6(b).

            


    

     

    Good
Reason” shall mean the occurrence of any one of the following events or
conditions without Mr. Mathies’ written consent:

     

    
      	
               
      

            	
              1.

            	
              A
      meaningful and detrimental reduction in Mr. Mathies’ authority, duties or
      responsibilities or a meaningful and detrimental change in his reporting
      responsibilities (including being required to report to someone other than
      the Richard K. Matros);

            


    

     

    
      	
               
      

            	
              2.

            	
              A
      material failure of SunBridge and/or SHSS to comply with the compensation
      provisions set forth in Sections 3(a) - 3(c) or the benefits provisions
      set forth in Sections 3(d) - 3(f) (collectively, the “Benefits”) (other
      than a reduction of Benefits uniformly applicable to other members of
      senior management); or

            


    

     

    
      	
               
      

            	
              3.

            	
              A
      material relocation of Mr. Mathies’ principal work location from its
      location in Orange County,
California;

            


    

     

    provided that SunBridge is
provided with notice and SunBridge and/or SHSS are provided opportunity to cure
such breach and Executive terminates his employment with SHSS, SunBridge and the
other LTC subsidiaries, in each case within the time periods prescribed under
this Section 5(c).

     

    
      	
              d.  

            	
              Voluntary
      Resignation.  Mr. Mathies may, at any time at his option
      with thirty (30) calendar days written notice to SunBridge, voluntarily
      resign without Good Reason as an officer and employee and from all
      positions with SHSS, SunBridge and the other LTC subsidiaries. Payment to
      Mr. Mathies upon his voluntary resignation without Good Reason is set
      forth in Section 6(a). Resignation from employment shall automatically
      constitute resignation from all positions of any subsidiary or affiliated
      corporation.

            


    

     

    
      	
              e.  

            	
              Death
      or Disability.  Mr. Mathies’ employment under this
      Agreement shall terminate automatically as of the date of Mr. Mathies’
      death. SunBridge and/or SHSS may, at any time by written notice to Mr.
      Mathies at least five (5) business days prior to the date of termination
      specified in such notice, terminate Mr. Mathies as an officer and employee
      and from all other positions with SHSS, SunBridge and the other LTC
      subsidiaries by reason of his Disability. “Disability” shall mean any
      physical or mental condition or illness that prevents Mr. Mathies’ from
      performing his duties hereunder in any material respect for a period of
      120 substantially consecutive calendar days, as determined by a physician
      selected by SunBridge and/or SHSS and reasonably acceptable to Mr. Mathies
      or, if Mr. Mathies is incapacitated, reasonably acceptable to the Director
      of Medicine or equivalent senior physician at Hoag Hospital. Payment to
      Mr. Mathies upon his termination by reason of his death or Disability is
      set forth in Section 6(a).

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Section
6:  Payments Upon
Termination.

     

    
      	
              a.  

            	
              Payment
      Upon Termination for Good Cause, Resignation without Good Reason, Death or
      Disability.  In the event of termination of his
      employment pursuant to Sections 5(a), 5(d) or 5(e), Mr. Mathies, or
      his estate where applicable, shall be paid any earned but unpaid Base
      Salary through the date of termination and any accrued and unused paid
      time off through the date of termination in accordance with Company
      policy, which shall be paid to Mr. Mathies or his estate or beneficiary,
      as applicable, in a lump sum in cash upon or promptly following (and in
      all events within 30 days after) the date of termination of employment
      (collectively, the “Accrued Obligations”).  In addition, in the
      case of a termination of employment pursuant to Sections 5(e), but not
      Sections 5(a) or 5(d), Mr. Mathies or his estate shall be paid (i) any
      accrued and unpaid bonus for any prior fiscal year, which shall be paid to
      Mr. Mathies or his estate or beneficiary, as applicable, in a lump sum in
      cash at the time that annual bonuses are paid to senior management
      personnel with respect to that fiscal year, but in any event within
      seventy-five (75) days after the conclusion of the fiscal year to which
      such Bonus relates, and (ii) a pro rata portion (determined by multiplying
      the bonus compensation he would have earned had he been employed for the
      full year by a fraction the numerator of which shall be the number of
      calendar days in the year in which his termination occurs that precede
      such termination, and the denominator of which shall be the total number
      of days in such year) of the bonus, if any, for the fiscal year in which
      the termination occurs, which shall be paid at the same time as other
      annual bonuses are paid to senior management personnel with respect to
      that fiscal year, but in any event within seventy-five (75) days after the
      conclusion of the fiscal year to which such Bonus
      relates.  Mr. Mathies shall also receive his vested
      benefits in accordance with the terms of SHG’s compensation and benefit
      plans, and his participation in such plans and all other perquisites shall
      cease as of the date of termination, except to the extent Mr. Mathies may
      elect to continue coverage as under any welfare benefit plans as required
      by Part 6, Title I of the Employee Retirement Income Security Act of 1974,
      as amended. Upon a termination under Section 5(a), 5(d) or 5(e), Mr.
      Mathies shall not be entitled to any compensation or benefits under this
      Agreement except as set forth in this Section
  6(a).

            


    

     

    
      	
              b.  

            	
              Payment
      Upon Termination by SunBridge without Good Cause or by Mr. Mathies
      for Good Reason. In the event of termination of employment pursuant
      to Sections 5(b) or 5(c), Mr. Mathies shall be entitled to the
      following payments and benefits:

            


    

     

    
      	
               
      

            	
              1.

            	
              Mr.
      Mathies shall be entitled to a lump sum severance payment in the amount of
      two year’s Base Salary or, in the event such termination occurs on or
      within two years following the date of a Change in Control, three year’s
      Base Salary, with
      such amount to be paid to Mr. Mathies on the date which is six (6) months
      and one day after the date on which such termination
      occurs.  Notwithstanding the foregoing, Mr. Mathies’
      right to receive the severance payment hereunder shall be conditioned upon
      his 

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
            	
               

            	
              execution
      of a release in favor of SHG, which shall not be inconsistent with the
      terms of this Agreement and which Mr. Mathies shall deliver to SHG within
      twenty-one (21) days following the date of his termination of
      employment.

            


    

     

     

    
      	
               
      

            	
              2.

            	
              Mr.
      Mathies shall be entitled to: (i) any earned but unpaid Bonus pursuant to
      Section 3(b), payable to Mr. Mathies in a lump sum in cash at the time
      that annual bonuses are paid to senior management personnel with respect
      to that fiscal year, but in any event within seventy-five (75) days after
      the conclusion of the fiscal year to which such Bonus relates, (ii) an
      amount equal to the Bonus which he would have earned for the year in which
      his termination occurs (based upon actual performance had his employment
      continued through the end of the fiscal year), payable to Mr. Mathies at
      the time that annual bonuses are paid to senior management personnel with
      respect to that fiscal year, but in any event within seventy-five (75)
      days after the conclusion of the fiscal year to which such Bonus relates,
      and (iii) any Accrued Obligations payable to Mr. Mathies as set forth in
      Section 6(a).

            


    

     

    
      	
               
      

            	
              3.

            	
              Mr.
      Mathies’ participation in any other retirement and benefit plans and
      perquisites shall cease as of the date of termination, except Mr. Mathies
      and his eligible dependents (as determined under SHG’s health plan) shall
      be entitled to continuing coverage under SHG’s health plans on the same
      basis as active employees until the earlier of (i) the first anniversary
      of the date of termination or (ii) the date of Mr. Mathies or his
      eligible dependents become eligible to participate in a plan of a
      successor employer.

            


    

     

    A
termination of Mr. Mathies’ employment without Good Cause (other than by reason
of his death or Disability) within six (6) months preceding a Change in Control
shall be treated as if such termination occurred on the date of such Change in
Control if it is reasonably demonstrated that the termination was at the request
of the third party who has taken steps reasonably calculated to effect such
Change in Control or otherwise arose in connection with or in anticipation of
such Change in Control.  In such case, any additional amount payable
to Mr. Mathies under Section 6(b)(1) above shall be paid to Mr. Mathies on the
date which is six (6) months and one day after the date on which the actual
termination (and not the Change in Control) occurred.

     

    
      	
              c.  

            	
              Change
      in Control.  For purposes of this Section 6, a “Change in
      Control” shall be deemed to have occurred if any of the following events
      occurs:

            


    

     

    
      	
              1.  

            	
              Any
      “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of
      the Securities and Exchange Act of 1934, as amended (the “1934 Act”)),
      other than a trustee or other fiduciary holding securities under an
      employee benefit plan of SHG (an “Acquiring Person”), is or becomes the
      “beneficial owner” (as defined in Rule 13d-3 under the
  1934

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              Act),
      directly or indirectly, of more than 33 1/3% of the then outstanding
      voting stock of SHG;

            


    

     

     

    
      	
              2.  

            	
              A
      merger or consolidation of SHG with any other corporation, other than a
      merger or consolidation which would result in the voting securities of SHG
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) at least 51% of the combined voting power of the voting
      securities of SHG or surviving entity outstanding immediately after such
      merger or consolidation;

            


    

     

    
      	
              3.  

            	
              A
      sale or other disposition by SHG of all or substantially all of SHG’s
      assets;

            


    

     

    
      	
              4.  

            	
              During
      any period of two (2) consecutive years, individuals who at the beginning
      of such period constitute the Board of Directors and any new director
      (other than a director who is a representative or nominee of an Acquiring
      Person) whose election by the Board of Directors or nomination for
      election by SHG’s shareholders was approved by a vote of at least a
      majority of the directors then still in office who either were directors
      at the beginning of the period or whose election or nomination was
      previously so approved, no longer constitute a majority of the Board of
      Directors;

            


    

     

    provided, however, in no
event shall any acquisition of securities, a change in the composition of the
Board of Directors or a merger or other consolidation pursuant to a plan of
reorganization under chapter 11 of the Bankruptcy Code with respect to SHG
(“Chapter 11 Plan”), or a liquidation under the Bankruptcy Code constitute a
Change in Control. In addition, notwithstanding Sections 6(c)(1), 6(c)(2),
6(c)(3) and 6(c)(4), a Change in Control shall not be deemed to have occurred in
the event of a sale or conveyance in which SHG continues as a holding company of
an entity or entities that conduct the business or businesses formerly conducted
by SHG, or any transaction undertaken for the purpose of reincorporating SHG
under the laws of another jurisdiction, if such transaction does not materially
affect the beneficial ownership of SHG’s capital stock. Mr. Mathies’ continued
employment without objection following a Change in Control shall not, by itself,
constitute consent to or a waiver of rights with respect to any circumstances
constituting Good Reason hereunder. A Change in Control shall not, by itself,
constitute Good Reason hereunder.

     

    Section
7:   Additional
Payments.

     

    
      	
              a.  

            	
              Gross-Up
      Payments.  Notwithstanding anything herein to the
      contrary, if it is determined that any payment to Mr. Mathies pursuant to
      this Agreement would be subject to the excise tax imposed by Section 4999
      of the Internal Revenue Code or any interest or penalties with respect to
      such excise tax (such excise tax, together with any interest or penalties
      thereon, is herein referred to as an “Excise Tax”), then Mr. Mathies shall
      be entitled to an additional payment (a
  “Gross-Up

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              Payment”)
      in an amount that will place Mr. Mathies in the same after-tax economic
      position that he would have enjoyed if the Excise Tax had not applied to
      the payment. The amount of the Gross-Up Payment shall be determined by an
      accounting firm retained by SHG (the “Accounting Firm”) using such
      formulas as the Accounting Firm deems appropriate. No Gross-Up Payment
      shall be payable hereunder if the Accounting Firm determines that the
      payments are not subject to an Excise
Tax.

            


    

     

    
      	
              b.  

            	
              Determination
      of Gross-Up Payment.  Subject to the provisions of
      Section 7(c), all determinations required under this Section 7, including
      whether a Gross-Up Payment is required, the amount of the payments
      constituting parachute payments, and the amount of the Gross-Up Payment,
      shall be made by the Accounting Firm, which shall provide detailed
      supporting calculations both to SHG and Mr. Mathies within fifteen
      business days of Mr. Mathies’ date of termination or any other date
      reasonably requested by SHG or Mr. Mathies on which a determination under
      Section 7 is necessary or advisable. Within five days of the receipt by
      Mr. Mathies and SHG of the Accounting Firm’s determination of the initial
      Gross-Up Payment, SHG shall pay the amount of such Gross-Up Payment to the
      applicable taxing authorities for the benefit of Mr. Mathis. If the
      Accounting Firm determines that no Excise Tax is payable by Mr. Mathies,
      SHG shall cause the Accounting Firm to provide Mr. Mathies and SHG with an
      opinion that SHG has substantial authority under the Internal Revenue Code
      and regulations thereunder not to report an Excise Tax on Mr. Mathies’
      federal income tax return. Any determination by the Accounting Firm shall
      be binding upon Mr. Mathies and SHG. If the initial Gross-Up Payment is
      insufficient to cover the amount of the Excise Tax that is ultimately
      determined to be owing by Mr. Mathies with respect to any payment
      (hereinafter an “Underpayment”), SHG, after exhausting its remedies under
      Section 7(c) below, shall promptly pay to the applicable taxing
      authorities for the benefit of Mr. Mathies (or directly to Mr. Mathies in
      the event Mr. Mathies previously paid the related tax amounts) an
      additional Gross-Up Payment in respect of the
  Underpayment.

            


    

     

    
      	
              c.  

            	
              Procedures.  Mr.
      Mathies shall notify SHG in writing of any claim by the Internal Revenue
      Service that, if successful, would require the payment by SHG of a
      Gross-Up Payment. Such notice shall be given as soon as practicable after
      Mr. Mathies knows of such claim and Mr. Mathies shall apprise SHG of the
      nature of the claim and the date on which the claim is requested to be
      paid. Mr. Mathies agrees not to pay the claim until the expiration of the
      thirty-day period following the date on which Mr. Mathies notifies SHG, or
      such shorter period ending on the date the taxes with respect to such
      claim are due (the “Notice Period”). If SHG notifies Mr. Mathies in
      writing prior to the expiration of the Notice Period that it desires to
      contest the claim, Mr. Mathies shall: (i) give SHG any information
      reasonably requested by SHG relating to the claim; (ii) take such action
      in connection with the claim as SHG may reasonably request, including,
      without limitation, accepting legal representation with respect to such
      claim by an attorney reasonably selected by SHG and reasonably acceptable
      to Mr. Mathies; (iii) cooperate with SHG in good faith in contesting the
      claim; and (iv) permit 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              SHG
      to participate in any proceedings relating to the claim. Mr. Mathies shall
      permit SHG to control all proceedings related to the claim and, at its
      option, permit SHG to pursue or forgo any and all administrative appeals,
      proceedings, hearings, and conferences with the taxing authority in
      respect of such claim. If requested by SHG, Mr. Mathies agrees either to
      pay the tax claimed and sue for a refund or contest the claim in any
      permissible manner and to prosecute such contest to a determination before
      any administrative tribunal, in a court of initial jurisdiction and in one
      or more appellate courts as SHG shall determine; provided, however, that
      if SHG directs Mr. Mathies to pay such claim and pursue a refund, SHG
      shall pay such claim on Mr. Mathies’ behalf (the “Claim Payment”). SHG’s
      control of the contest related to the claim shall be limited to the issues
      related to the Gross-Up Payment and Mr. Mathies shall be entitled to
      settle or contest, as the case may be, any other issue raised by the
      Internal Revenue Service or other taxing authority. If SHG does not notify
      Mr. Mathies in writing prior to the end of the Notice Period of its desire
      to contest the claim, SHG shall pay to the applicable taxing authorities
      on Mr. Mathies’ behalf an additional Gross-Up Payment in respect of
      the excess parachute payments that are the subject of the claim. Any
      Gross-Up Payment shall be made without additional tax consequences to Mr.
      Mathies.

            


    

     

    
      	
              d.  

            	
              Repayments.  If,
      after a Claim Payment is made by SHG, Mr. Mathies becomes entitled to a
      refund with respect to the claim to which such Claim Payment relates, Mr.
      Mathies shall pay SHG the amount of the refund (together with any interest
      paid or credited thereon after taxes applicable thereto). If, after a
      Claim Payment is made by Sun, a determination is made that Mr. Mathies
      shall not be entitled to any refund with respect to the claim and SHG does
      not promptly notify Mr. Mathies of its intent to contest the denial of
      refund, then the amount of the Claim Payment shall offset the amount of
      the additional Gross-Up Payment then owing to Mr.
  Mathies.

            


    

     

    
      	
              e.  

            	
              Further
      Assurances.  SHSS shall indemnify Mr. Mathies and hold
      him harmless, on an after-tax basis, from any costs, expenses, penalties,
      fines, interest or other liabilities (“Losses”) incurred by Mr. Mathies
      with respect to the exercise by SHG of any of its rights under Section 7,
      including, without limitation, any Losses related to SHG’s decision to
      contest a claim or any imputed income to him resulting from any Claim
      Payment or action taken on Mr. Mathies’ behalf by SHSS hereunder. SHSS
      shall pay all legal fees and expenses incurred under Section 7 and shall
      promptly reimburse Mr. Mathies for the reasonable expenses incurred
      by him in connection with any actions taken by SHSS or SHG or required to
      be taken by Mr. Mathies hereunder. SHSS shall also pay all of the fees and
      expenses of the Accounting Firm, including, without limitation, the fees
      and expenses related to the opinion referred to in Section
      7(b).

            


    

     

    
      	
              f.  

            	
              Section
      409A.  Notwithstanding anything to the contrary in this
      Section 7, any payment under this Section 7 shall be paid to Mr. Mathies
      promptly but in no event later than the last day of the end of Mr.
      Mathies’ taxable year following the taxable year in which Mr. Mathis (or
      SHG) pays or remits the related
taxes.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Section
8:  Protection of SHG’s
Interests.

     

    
      	
              a.  

            	
              Confidentiality.  Mr.
      Mathies agrees that he will not at any time, during or after the term of
      this Agreement, except in performance of his obligations to SHG, SunBridge
      and the other LTC subsidiaries, hereunder or with the prior written
      consent of the Board of Directors of SHG, directly or indirectly disclose
      to any person or organization any secret or “Confidential Information”
      that Mr. Mathies may learn or has learned by reason of his association
      with SHG. For purposes of all of this Section 8 only, SHG shall also
      include all of its direct and indirect subsidiaries. The term
      “Confidential Information” means any information not previously disclosed
      to the public or to the trade by SHG’s management with respect to SHG’s
      products, services, business practices, facilities and methods, salary and
      benefit information, trade secrets and other intellectual property,
      systems, procedures, manuals, confidential reports, product price lists,
      pricing information, customer lists, financial information (including
      revenues, costs or profits associated with any of SHG’s products or lines
      of business), business plans, prospects or
  opportunities.

            


    

     

    
      	
              b.  

            	
              Exclusive
      Property.  Mr. Mathies confirms that all Confidential
      Information is and shall remain the exclusive property of SHG. All
      business records, papers and documents kept or made by Mr. Mathies
      relating to the business of SHG shall be and remain the property of SHG.
      Upon the termination of Mr. Mathies’ employment for any reason or upon the
      request of SHG at any time, Mr. Mathies shall promptly deliver to SHG, and
      shall not without the consent of the Board of Directors of SHG, retain
      copies of, Confidential Information, or any written materials not
      previously made available to the public, or records and documents made by
      Mr. Mathies or coming into Mr. Mathies’ possession concerning the business
      or affairs of SHG.

            


    

     

    
      	
              c.  

            	
              Nonsolicitation.  Mr.
      Mathies shall not, during his employment under this Agreement, and for one
      (1) year following the termination of this Agreement, for whatever reason
      or cause, in any manner induce, attempt to induce, or assist others to
      induce, or attempt to induce, any employee, agent, representative or other
      person associated with SHG or any customer, patient or client of SHG to
      terminate his or her association or contract with SHG, nor in any manner,
      directly or indirectly, interfere with the relationship between SHG and
      any of such persons or entities.

            


    

     

    
      	
              d.  

            	
              Non-Disparagement.  Mr.
      Mathies shall not during his employment under this Agreement and for two
      years following termination of the Agreement, for whatever reason, make
      any statements that are intended to or that would reasonably be expected
      to harm SHG or any of its subsidiaries or affiliates, their respective
      predecessors, successors, assigns and employees and their respective past,
      present or future officers, directors, shareholders, employees, trustees,
      fiduciaries, administrators, agents or representatives. SHG and its
      officers and directors will not make any statements that are intended to
      or that would

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
               

            	
               reasonably
      be expected to harm Mr. Mathies or his reputation or that reflect
      negatively on Mr. Mathies’ performance, skills or
  ability.

            


    

     

    
      	
              e.  

            	
              Relief.  Without
      intending to limit the remedies available to SHG, Mr. Mathies
      acknowledges that a breach of any of the covenants in Section 8 may result
      in material irreparable injury to SHG for which there is no adequate
      remedy at law, that it will not be possible to measure damages for such
      injuries precisely and that, in the event of such a breach or threat
      thereof, SHG shall be entitled to obtain a temporary restraining order
      and/or a preliminary or permanent injunction restraining Mr. Mathies from
      engaging in activities prohibited by Section 8 or such other relief as may
      be required to specifically enforce any of the covenants in Section
      8.

            


    

     

    Section 9: 
 Miscellaneous
Provisions.

     

    
      	
              a.  

            	
              Amendments,
      Waivers, Etc.  No provision of this Agreement may be
      modified, waived or discharged unless such waiver, modification or
      discharge is agreed to in writing signed by both parties. No waiver by
      either party hereto at any time of any breach by the other party hereto
      of, or compliance with, any condition or provision of this Agreement to be
      performed by such other party shall be deemed a waiver of similar or
      dissimilar provisions or conditions at the same or at any prior or
      subsequent time.

            


    

     

    
      	
              b.  

            	
              Validity.  The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and
  effect.

            


    

     

    
      	
              c.  

            	
              Entire
      Agreement.  This
      Agreement sets forth the entire agreement and understanding of the parties
      hereto with respect to the matters covered hereby and supersedes all prior
      agreements and understandings of the parties with respect to the subject
      matter hereof. No agreements or representations, oral or otherwise,
      express or implied, with respect to the subject matter hereof have been
      made by either party which are not expressly set forth in this Agreement
      and this Agreement shall supersede all prior agreements, negotiations,
      correspondence, undertakings and communications of the parties, oral or
      written, with respect to the subject matter
  hereof.

            


    

     

    
      	
              d.  

            	
              Resolution
      of Disputes.  Any disputes arising under or in connection
      with this Agreement may, at the election of Mr. Mathies or SHG or
      SunBridge, be resolved by binding arbitration, to be held in Orange
      County, California in accordance with the rules and procedures of the
      American Arbitration Association. If arbitration is elected, Mr. Mathies
      and SHG and SunBridge shall mutually select the arbitrator. If Mr. Mathies
      and SHG and SunBridge cannot agree on the selection of an arbitrator, each
      party shall select an arbitrator and the two arbitrators shall select a
      third arbitrator who shall resolve the dispute. Judgment upon the award
      rendered by the arbitrator may be entered in any court having jurisdiction
      thereof. Nothing herein shall limit the ability of SHG and SunBridge to
      obtain the injunctive relief 

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              described
      in Section 8(d) pending final resolution of matters that are sent to
      arbitration.

            


    

     

    
      	
              e.  

            	
              Attorneys’
      Fees.  SunBridge shall pay or reimburse Mr. Mathies on an
      after-tax basis for all costs and expenses (including, without limitation,
      court costs, costs of arbitration and reasonable legal fees and expenses
      which reflect common practice with respect to the matters involved)
      incurred by Mr. Mathies as a result of any claim, action or proceeding (i)
      contesting or otherwise relating to the existence of Good Cause in the
      event of Mr. Mathies’ termination of employment during the Term for Good
      Cause; (ii) enforcing any right, benefit or obligation under this
      Agreement, or otherwise enforcing the terms of this Agreement or any
      provision thereof; or (iii) asserting or otherwise relating to the
      existence of Good Reason in the event of Mr. Mathies’ termination of
      employment during the Term for Good Reason; provided, however that this
      provision shall not apply if the relevant trier-of-fact determines that
      Mr. Mathies’ claim or position was without reasonable
      foundation.

            


    

     

    
      	
              f.  

            	
              Governing
      Law.  The
      validity, interpretation, construction and performance of this Agreement
      shall be governed by the laws of the State of
  California.

            


    

     

    
      	
              g.  

            	
              Notice.  For
      the purpose of this Agreement, notice, demands and all other communication
      provided for in this Agreement shall be in writing and shall be deemed to
      have been duly given when delivered by hand delivery or overnight courier
      or mailed by United States certified or registered mail, return receipt
      requested, postage prepaid, addressed as follows or to other addresses as
      each party may have furnished to the
other:

            


    

     

    To
SunBridge or SHSS:

     

    Attention:
General Counsel

    101 Sun
Avenue N.E.

    Albuquerque,
New Mexico 87109

     

    To Mr.
Mathies:

     

    William
A. Mathies

    1500 E.
Ocean Blvd.

    Newport Beach,
California   92661

     

    
      	
              h.  

            	
              Section
      409A.

            


    

     

    
      	
              1.  

            	
              If
      Mr. Mathies is a “specified employee” within the meaning of Treasury
      Regulation Section 1.409A-1(i) as of the date of Mr. Mathies’ separation
      from service (within the meaning of Treasury Regulation Section
      1.409A-1(h)(1), without regard to the optional alternative definitions
      available thereunder) and any payment or benefit provided in Section 6
      hereof constitutes a “deferral of compensation” within the meaning of
      Section 409A of the Code, Mr. Mathies shall not be entitled to any such
      payment

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              or
      benefit until the earlier of: (i) the date which is six (6) months after
      his separation from service for any reason other than death, or (ii) the
      date of his death.  The provisions of this paragraph shall only
      apply if, and to the extent, required to avoid the imputation of any tax,
      penalty or interest pursuant to Section 409A of the Code.  Any
      amounts otherwise payable to Mr. Mathies upon or in the six (6) month
      period following his separation from service that are not so paid by
      reason of this Section 9(h)(1) shall be paid (without interest) as soon as
      practicable (and in all events within thirty (30) days) after the date
      that is six (6) months after Mr. Mathies’ separation from service (or, if
      earlier, as soon as practicable, and in all events within thirty (30)
      days, after the date of his death).

            


    

     

    
      	
              2.  

            	
              To
      the extent that any reimbursements pursuant to Sections 4, 6(b)(3), 7(e)
      and 9(e) are taxable to Mr. Mathies, any reimbursement payment due to Mr.
      Mathies pursuant to such provision shall be paid to Mr. Mathies on or
      before the last day of Mr. Mathies’ taxable year following the taxable
      year in which the related expense was incurred.  The benefits
      and reimbursements pursuant to Sections 4, 6(b)(3), 7(e) and 9(e) are not
      subject to liquidation or exchange for another benefit and the amount of
      such benefits and reimbursements that Mr. Mathies receives in one taxable
      year shall not affect the amount of such benefits and
      reimbursements  that Mr. Mathies receives in any other taxable
      year.

            


    

     

    
      	
              3.  

            	
              It
      is intended that any amounts payable under this Agreement and Sun’s and
      Mr. Mathies’ exercise of authority or discretion hereunder shall comply
      with and avoid the imputation of any tax, penalty or interest under
      Section 409A of the Code.  This Agreement shall be construed and
      interpreted consistent with that
intent.

            


    

     

    The
parties hereto have executed this Agreement as of the date first above
written.

     

    


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          /s/ Willaim A.
      Mathies                           

                                        
	
                                          William
      A. Mathies 

                                        
	 
	 
	
                                          SUN
      HEALTH SPECIALTY SERVICES, INC.

                                        
	 
      
	 
      
	
                                          By
      /s/ Michael
      Newman                           

                                        
	
                                          Its
      Vice
President

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    14