MEMORANDUM OF RETIREMENT
Exhibit 10.1
This Memorandum of Retirement (“Memorandum”) sets forth the terms of Xxxx Xxxxx’x (“Xxxxx”) retirement as Chief Executive Officer and President of Xxxxxxxx Street Properties (the “Company”) and CSP Operating Partnership, L.P. (the “OP”) (Xxxxx, the Company, and the OP shall be collectively referred to herein as the “Parties”). All capitalized terms in this Memorandum that are not specifically defined herein shall have the meaning given them in Xxxxx’x Executive Employment Agreement dated the 25th of September 2012 (“Employment Agreement”) and, except as modified herein, the Employment Agreement will continue in full force and effect.
1.Xxxxx’x retirement will include his resignation from the Board of Trustees of the Company (the “Board”) and any committees thereof and from any boards of directors (and any committees thereof) of any Subsidiary and as an officer of the Company and any Subsidiary, effective upon his retirement.
2.Xxxxx will have primary say, subject to the reasonable approval of the independent members of the Board (the “Independent Trustees”), regarding the content of the message announcing his retirement. The Parties will agree on the key message points prior to the release of the announcement.
3.During the period between the announcement of Xxxxx’x retirement and the naming of an interim CEO, or the hiring of his successor (the “Transition Period”), Xxxxx will continue to be titled Chief Executive Officer and will perform such duties and have such authority and responsibilities as may be prescribed by the Board. Until any modification by the Board, Xxxxx will continue to have the authority, responsibility and duties as he presently enjoys. Xxxxx will cooperate in the search process (to be initiated by the Independent Trustees) to identify his successor.
4.For calendar year 2014, Xxxxx will participate in the 2014 compensation process regarding the determination of his cash bonus and equity grant.
5.Following the termination of Xxxxx’x employment, he will be compensated as if he had been terminated without Cause pursuant to Section 4.4 of the Employment Agreement, plus the additional compensation referenced in Section 6 hereof. For purposes of clarity, Xxxxx will be entitled to receive:
(a) Xxxxx’x Accrued Rights through the date of termination, to the extent not previously paid;
(b) An amount equal to two times Xxxxx’x current Base Salary of $725,000 (i.e., $1.45 million) which will be payable over a two year period in accordance with the Company’s customary payroll practices (subject to Section 6.1 of the Employment Agreement);
(c) An amount equal to two times Xxxxx’x current Target Cash Bonus of $900,000 (i.e., $1.8 million) which amount will be payable in accordance with the Company’s customary payroll practices (subject to Section 6.1 of the Employment Agreement) within thirty (30) days after Xxxxx executes and delivers the General Release referenced in Section 4.7 of the
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Employment Agreement substantially in the form and substance of Exhibit A attached to the Employment Agreement.
Notwithstanding any earlier termination of the Transition Period, Xxxxx will continue to be compensated as currently until March 16, 2015. Subject to a Board determination otherwise, Xxxxx will continue to be provided a senior title, an office and administrative support between the termination of the Transition Period and March 16, 2015.
Additionally, each equity grant previously given to Xxxxx pursuant to the Incentive Plan or any similar plan, (including, without limitation, any Long Term Incentive Award) (i) that is subject to a time-based vesting condition will become vested immediately, and (ii) that is subject to subsequent performance-based conditions will be considered to be vested and earned at the target level of performance. Xxxxx will have (a) ninety (90) days or (b) the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by him.
6.Xxxxx will receive an equity grant of 200,000 shares of Company stock effective no later than the effective date of his resignation. These shares will vest upon the effective date of Xxxxx’x resignation.
7.This Memorandum shall be interpreted to avoid any penalty sanctions under Section 409A of the Tax Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.
8.This Memorandum will govern Xxxxx’x compensation upon the termination of his employment without regard to any intervening, death/disability, Change of Control, adjustment of his duties or other event other than a breach of his duties hereunder or under his Employment Agreement.
9.Xxxxx’x receipt of the post-termination compensation described in Paragraphs 5 and 6 of this Memorandum (other than the Accrued Rights) is contingent upon Xxxxx’x executing and delivering the General Release referenced in Section 4.7 of the Employment Agreement within the time specified in Section 4.7 and substantially in the form and substance of Exhibit A attached to the Employment Agreement and his continued compliance with all additional requirements as described in Section 4.7 of the Employment Agreement.
10.The Parties expressly acknowledge and agree that this Memorandum and the terms set forth herein are in addition to and except as expressly set forth herein, do not modify or otherwise affect the terms of the Employment Agreement, which shall also remain in full force and effect.
Signatures on Following Page
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AGREED AND ACCEPTED:
This 9th day of November, 0000
XXXXXXXX XXXXXX PROPERTIES
/s/ Xxxxxxx X. Xxxxx
Title: Chairman of the Board of Trustees
CSP OPERATING PARTNERSHIP, L.P.
By: Xxxxxxxx Street Properties, its General Partner
/s/ Xxxxxxx X. Xxxxx
Title: Chairman of the Board of Trustees of
Xxxxxxxx Street Properties
/s/ Xxxx Xxxxx
XXXX XXXXX
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