FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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This First Amendment to Employment Agreement is made as of
January 1, 2001 but executed as of May __, 2001 by and between Acadia Realty
Trust, a Maryland real estate investment trust with offices at 00 Xxxxxxxxx
Xxxxxxxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 (the "Trust") and Xxxxxxx Xxxxxxxxx
(the "Executive").
WHEREAS, the Trust and Executive have heretofore entered into
that certain Employment Agreement dated as of October 28, 1998 pursuant to which
the Executive is employed as President of the Trust (the "Employment
Agreement");
WHEREAS, Executive has been appointed to the additional
position of Chief Executive Officer, effective January 1, 2001 (the
"Appointment");
WHEREAS, in connection with the Appointment, the Trust and the
Executive desire to implement certain amendments to the Employment Agreement as
hereinafter set forth;
NOW, THEREFORE, it is hereby agreed that the Employment
Agreement be, and hereby is, amended as follows:
1. Paragraph 3(a) of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:
"3. Services/Place of Employment.
(a) Services. From January 1, 2001 and thereafter during the
Employment Period, Executive shall hold the positions of President and Chief
Executive Officer of the Trust and also serve as a member of the Board.
Executive shall devote his best efforts and such business time, skill and
attention to the business of the Trust (other than absences due to vacation,
illness, disability or approved leave of absence) as in the reasonable business
judgment of Executive is necessary to perform such duties as are customarily
performed by similar executive officers and as may be more specifically
enumerated from time to time by the Board or Executive Committee of the Board;
provided, however, that the foregoing is not intended to (x) preclude Executive
from (i) owning and managing personal investments, including real estate
investments, subject to the restrictions set forth in Paragraph 13 hereof or
(ii) engaging in charitable activities and community affairs, or (y) restrict or
otherwise limit Executive from conducting real estate development, acquisition
or management activities with respect to those properties described in Schedule
A, attached hereto (the "Excluded Properties"), provided that the performance of
the activities referred to in the preceding clauses (x) and (y) does not, in the
reasonable business judgment of Executive, prevent Executive from devoting
sufficient business time to the Trust to carry out Executive's duties as
President, Chief Executive Officer and member of the Board."
2. Paragraph 4(a) of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:
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"4. Compensation and Benefits.
(a) Salary. From January 1, 2001 and thereafter during the
Employment Period, the Trust shall pay Executive a minimum annual base salary in
the amount of $300,000 (the "Annual Base Salary") payable in accordance with the
Trust's regular payroll practices. Executive's Annual Base Salary shall be
reviewed annually in accordance with the policy of the Trust from time to time
and may be subject to upward adjustment based upon, among other things,
Executive's performance, as determined in the sole discretion of the
Compensation Committee of the Board (the "Compensation Committee"). In no event
shall Executive's Annual Base Salary in effect at a particular time be reduced
without his prior written consent."
3. Subparagraphs 7 (ii) and (iv) of the Employment Agreement
are hereby deleted in its entirety and replaced with the following:
"7. Compensation Upon Termination of Employment Upon Death or
Disability.
* * *
(ii) an amount computed at an annualized rate equal to the
Executive's Annual Base Salary at the rate then in effect pro-rated for the
period commencing on the day following the date of termination and ending on the
later of (A) 18 months from the date of termination or (B) the final day of the
Unexpired Employment Period (the "Severance Salary"); plus
* * *
(iv) a further amount computed at an annualized rate equal to
the average of the Cash Incentive Bonuses awarded to the Executive for each of
the last two (2) calendar years immediately preceding the year in which the
Executive's employment is terminated, pro-rated for the period commencing on the
day following the date of termination and ending on the later of (A) eighteen
months from the date of termination of (B) the final day of the Unexpired
Employment Period ("Severance Bonus"; plus"....
4. Except as amended by this First Amendment to Employment
Agreement, the Employment Agreement shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, Executive has hereunto set his hand and,
pursuant to the authorization of its Board of Trustees, the Company has caused
this First Amendment to Employment Agreement to be executed in its name on its
behalf, all as of the day and year first above written.
EXECUTIVE
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
ACADIA REALTY TRUST
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Senior Vice President
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