FELDMAN PROPERTIES, INC.
Exhibit 10.53
XXXXXXX PROPERTIES, INC.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
October 26, 0000
Xxxxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Dear Xxxxx:
Reference is made to your employment agreement dated as of December 13, 2004 (the “Agreement”). As
has been discussed with you, effective October 26, 2007, you will no longer be the Chief Executive
Officer (“CEO”) of Xxxxxxx Mall Properties, Inc. (the “Company”), nor (except as otherwise provided
in this letter) will you have any of the duties or responsibilities customary for a chief executive
officer. By your signature below, you acknowledge that you have consented to the relinquishment of
such title, duties and responsibilities to the Board of Directors of the Company (the “Board”) and
that such relinquishment accordingly does not constitute “Good Reason” under your Agreement.
Notwithstanding the foregoing, you will continue in your positions as a member of the Board, and as
Chairman of the Board (“Chairman”). As Chairman, you will have all the authorities customarily
associated with the position. In addition, you will have ultimate responsibility (subject in all
events to the control of the Board) for: (i) directing the Company’s real estate activities
(including, without limitation, leasing, anchor tenant retention and replacement, redevelopment and
construction); (ii) strategic planning for the Company.
The Company agrees to nominate you for reelection as a member of the Board in connection with the
upcoming annual meeting of shareholders and to use its best reasonable efforts to cause such
reelection.
The Company further agrees that in the event of any termination of your employment under the
Agreement (including, without limitation, a voluntary termination by you) you will automatically be entitled to the payments and benefits described in the second sentence of Section
5.2(b) of the Agreement. Accordingly, in the event of any such termination, you will be entitled
to payment of the amount specified in clause (ii) of such sentence within ten days after the
termination. You acknowledge, however, that the two preceding sentences will not apply: if
you terminate your employment under the Agreement voluntarily without Good Reason before February
1, 2008; if such employment is terminated at any time by the Company for Cause in accordance with
Section 5.1(a) of the Agreement; or if such employment is terminated by either you or the Company
after May 31, 2008.
This letter constitutes an amendment to the Agreement made in accordance with Section 7.8 of the
Agreement, and shall be deemed to be a part of the Agreement for all purposes. Except as expressly
modified by this letter, the Agreement shall remain in full force and effect, without change. This
letter may be executed in counterparts, and signatures delivered by facsimile shall be effective
for all purposes.
Sincerely yours, | ||||
XXXXXXX PROPERTIES, INC. | ||||
By: |
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Name:
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Title:
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President & Chief Financial Officer | |||
ACKNOWLEDGED AND AGREED: | ||||