AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made this 31st day
of March, 2007 by and between (i) Xxxx X. Xxxxxx (the “Executive”) and (ii) Republic Property
Trust, a Maryland real estate investment trust (the “Company”).
WHEREAS, the Executive and the Company are parities to that certain Employment Agreement dated
as of December 20, 2005 (the “Employment Agreement”), pursuant to which the Company employed the
Executive on the terms and conditions set forth therein;
WHEREAS, the Executive has requested that the Company amend the Employment Agreement to (i)
align the Employment Agreement with the employment agreements of the other executive officers with
respect to the severance payment calculated pursuant to Paragraph 4(c) of the Employment Agreement
and (ii) provide the Executive with an excess life insurance policy;
WHEREAS, on February 28, 2007, the Company’s Compensation Committee of the Board of Trustees
agreed to amend the Employment Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to
be legally bound by the Amendment, the parties hereto agree as follows:
1. Definitions; Preamble. Capitalized terms and phrases used herein without
definition shall have the meanings assigned to such terms and phrases in the Employment Agreement.
The Preamble hereto is hereby incorporated herein and, by this reference, made a substantive part
hereof.
2. Amendments to Employment Agreement. As of the date first written above, the
Employment Agreement is hereby amended as follows:
“2. Compensation. Paragraph 2 is amended by adding the following new paragraph
2(f) at the end thereof:
(f) Additional Benefits. In addition to the benefits provided
pursuant to this paragraph 2, the Company shall pay for life insurance
coverage on Executive’s life with a minimum benefit of One Million
Dollars ($1,000,000), provided that the Company is able to obtain a life
insurance policy at reasonable rates, using commercially reasonable
efforts that fully insures this minimum benefit to Executive.
4. Rights Upon Termination. Paragraph 4(c) is amended and restated as follows:
If the Executive’s employment terminates under circumstances described
in paragraph 3(a) (relating to the Executive’s death), paragraph 3(b)
(relating to the Executive’s Disability), paragraph 3(d) (Constructive
Termination), paragraph 3(g) (termination by the Company for reasons
other than for Cause, death or Disability), or due to non-renewal of
the Agreement Term by the Company prior to Executive attaining age 62,
or under the circumstances described in paragraph 3(h) (terminations
after Change in Control), then, in addition to the amounts payable in
accordance with paragraph 4(a), the Executive shall receive from the
Company a lump sum cash payment, payable within 30 days of such
termination, equal to (i) two and one-half (2-1/2) times the total of
(A) and (B), where (A) is his Salary then in effect, and (B) is his
Average Annual Bonus, where “Average Annual Bonus” shall mean the
average bonus actually paid to the Executive with respect to the prior
three (3) calendar years, or if greater, 100% of his Salary then in
effect; and (ii) a pro-rata Bonus for the portion of the calendar year
elapsed through the Date of Termination based on the amount set forth
in clause (B) of this paragraph 4(c). During the 30-month period
beginning on the Date of Termination of the Executive’s employment
pursuant to paragraph 3(h), the Executive and his family members shall
be entitled to continued participation in all medical, dental,
disability, life insurance coverage and any other benefit plans and
arrangements, in each case with benefits no less favorable in any
material respect than the level of coverage and benefits applicable to
them immediately prior to the Date of Termination, and the Company
shall pay all premium amounts therefor. The 30 months of continued
medical coverage at the Company’s expense shall run concurrently with
the time period for which the Executive and his family members are
entitled to continued medical coverage under the provisions of Section
4980B of the Code and Section 601 of ERISA, if applicable, or any
similar state law continuation coverage requirements. The Executive’s
restricted shares and other equity awards shall vest, and any stock
options and stock appreciation rights shall be exercisable, after the
Date of Termination, as set forth at paragraph 2(e)(iv)(A) or (B)
hereof, as the case may be.”
3. No Other Changes. Except as otherwise expressly provided by this Amendment, all of
the terms, conditions and provisions of the Employment Agreement remain unaltered and in full force
and effect. The Employment Agreement and this Amendment shall be read and construed as one
agreement. The making of the amendments in this Amendment does not imply any obligation or
agreement by the Company to make any other amendment, waiver, modification or consent as to any
matter on any subsequent occasion.
4. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the District of Columbia, without regard to the principles of conflict of laws.
5. Assignment. This Amendment shall be binding upon and inure to the benefit of each
of the parties hereto and their respective permitted successors and assigns.
6. Counterparts. This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one and the same agreement. In making proof of
this Amendment, it shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the
date first set forth above.
| /s/ Xxxx. X. Xxxxxx | ||||
| Name: | Xxxx X. Xxxxxx | |||
| REPUBLIC PROPERTY TRUST |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Chief Operating Officer and General Counsel |
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