Contract
Exhibit
10.24
FIRST
AMENDMENT TO THE
TRUST
UNDER THE
XXXXXXXXXX
REALTY INVESTORS
DEFERRED
COMPENSATION PLAN
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN,
AND
RETIREMENT BENEFIT RESTORATION PLAN
THIS
AGREEMENT is made by and between Xxxxxxxxxx Realty Investors,
a real estate investment trust organized under the laws of the State of Texas
and having its principal office and place of business in Houston, Texas (the
"Company") and Reliance Trust Company, a trust organization under the laws
of
the United States of America and having its principal office and place of
business in Atlanta, Georgia, as trustee (the “Trustee”).
RECITALS
WHEREAS,
the Company is the Plan Sponsor of the Xxxxxxxxxx Realty
Investors Deferred Compensation Plan, the Xxxxxxxxxx Realty Investors
Supplemental Executive Retirement Plan and the Xxxxxxxxxx Realty Investors
Retirement Benefit Restoration Plan which are unfunded executive benefit
plans
providing deferred compensation benefits to a select group of its management
or
highly compensated employees (collectively, the “Plan”); and
WHEREAS,
the Company and the Trustee have previously entered into
a trust agreement (the “Trust”) to hold the Trust assets and to receive
contributions by the Company to be held therein, subject to the claims of
the
Company's creditors in the event of the Company's insolvency, as defined
under
the Trust, until paid to the Plan participants and their beneficiaries in
such
manner and at such times as specified in the Plan or paid to the Company
in
accordance with the terms of the Trust; and
WHEREAS,
the Company has amended the Plan to permit the elective
deferral of non-vested Restricted Shares and future Restricted Share Awards;
and
WHEREAS,
the Company and Trustee desire to amend the Trust to
provide for the return of any forfeited Restricted Shares; and
WHEREAS,
it is the intention of the parties that the Trust, as
amended, shall constitute an unfunded arrangement and shall not affect the
status of the Plan as an unfunded Plan maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees according to Title I of the Employee Retirement Income Security
Act of
1974 as amended;
NOW,
THEREFORE, the parties do hereby amend the Trust as
follows:
Section
4(a) of the Trust is amended in its entirety to read as
follows:
SECTION
4.
PAYMENTS TO COMPANY
(a) Except
as provided in Sections 3 and in this Section 4,
because the Trust is irrevocable, in accordance with Section 1(b) hereof,
the
Company shall not have the right or the power to direct the Trustee to return
to
the Company or to divert to others any of the Trust assets before all payment
of
benefits have been made to Participants or their beneficiaries pursuant to
the
terms of the Plan. If at any time prior to the Company being determined to
be
Insolvent for purposes of this Trust Agreement, a Participant should forfeit
all
or any portion of the benefits provided under the Plan, then the portion
of the
Trust assets attributable to the such forfeited benefit(s), upon written
direction of the Company, shall be returned to the Company as soon as
practicable. Such written direction shall specify the name of the Participant,
the amount of the forfeiture and the Trust asset(s) to be so returned incident
to such forfeiture.
IN
WITNESS WHEREOF, the Company and the Trustee have executed this
First Amendment each by action of a duly authorized person.
XXXXXXXXXX
REALTY INVESTORS
By:
/s/
Xxxxxxx Xxxxxxx
Name/Title:
Sr.
VP/CFO
Date: 3/16/04
RELIANCE
TRUST COMPANY
By:
/s/
Xxxxxx Xxxxxx
Name/Title:
SVP
Date:
3/18/04
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