EXHIBIT 10.5
AMENDMENT NO.1
TO
EMPLOYMENT AGREEMENT
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THIS AMENDMENT NO.1 (the "Amendment") to the Employment Agreement dated as
of November 15,1996 (the "Employment Agreement"), is made and entered into
effective as of the 1st day of January, 1997, by and between Xxxxxxx X. Xxxxx
(the "Executive") and Columbus Realty Trust, a Texas real estate investment
trust (the "Company").
RECITALS:
WHEREAS, the Executive and the Company have entered into the Employment
Agreement; and
WHEREAS, the Executive and the Company wish to amend the Employment
Agreement as set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, the parties hereto
agree as follows:
A. Capitalized terms used herein and not defined herein shall have the
respective meanings assigned to such terms in the Employment Agreement.
B. Paragraph 3(a) of the Employment Agreement is hereby amended to
include the following paragraph at the end of such Section:
"Notwithstanding the foregoing, for the period from January 1,1997
through December 31, 1997, Executive hereby waives his right to receive his
annual base salary. Executive shall receive, however, on the effective date
of this Amendment or as soon thereafter as is practicable, Six thousand
nine hundred and ninety (6,990) restricted Common Shares of the Company
issued pursuant to the Company's Long-Term Employee Incentive Plan (the
"Plan"). Such Common Shares shall have such vesting provisions and be
subject to such other terms and conditions as the committee which
administers the Plan shall deem appropriate and as shall be set forth in
the operative award agreement evidencing the foregoing award of restricted
Common Shares.
C. Except as expressly modified herein, the terms and provisions of the
Employment Agreement shall remain in full force and effect and such Employment
Agreement, as amended by this Amendment is hereby ratified and confirmed in all
respects.
D. This Amendment shall be governed by and construed in accordance with
the laws of the State of Texas and the applicable laws of the United States of
America.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on March
___, 1997, effective as of the date first above written.
THE COMPANY
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Columbus Realty Trust,
a Texas real estate investment trust
By:/s/ Will Xxxxxxx
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Will Xxxxxxx
Chief Operating Officer
EXECUTIVE
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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