EXHIBIT 4.3
July 3, 1996
Xxxxxx Xxxxx Associates, Inc.
000 Xxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONSULTING AGREEMENT
Gentlemen:
On November 1, 1993, The Prime Group, Inc. (the "Company") and Xxxxxx
Xxxxx Associates, Inc. ("MTA") entered into a letter agreement of that date
pursuant to which MTA agreed to provide certain consulting and advisory services
on behalf of the Company in connection with the Company's general marketing
concepts, shopping center development activities and retail tenant relations
(the "1993 Agreement"). Since the date of the 1993 Agreement, the retail
division of the Company formed Prime Retail, L.P. ("Prime"), a separate public
entity, to engage in retail development activities. The purpose of this letter
is to confirm that all of the Company's rights and obligations under the 1993
Agreement have been assigned to Prime, and that the services currently provided
by MTA pursuant to the 1993 Agreement are provided on behalf of Prime and shall
continue to be provided on behalf of Prime pursuant to the following terms and
conditions specified herein. Upon full execution of this letter agreement by
Prime and MTA, this letter agreement shall supersede the 1993 Agreement in its
entirety.
1. Engagement. Prime retains MTA to perform, and MTA hereby agrees to
perform, consulting and advisory services for Prime during the Term (as
hereinafter defined) in connection with Prime's general marketing concepts,
shopping center development activities and retail tenant relations. In addition
to the foregoing, Prime may seek to engage MTA on behalf of itself and its
affiliates in respect of additional real estate activities both in the United
States and abroad on such terms and conditions as the parties shall mutually
agree.
Such consulting and advisory services shall be performed at such times
(to be consistent with other contractual commitments of MTA) and at such
locations as shall be mutually satisfactory to MTA and Prime. MTA is being
engaged as an independent contractor and will not be an agent of Prime, and,
except as provided in Paragraph 5 hereof, directors, officers and employees of
MTA shall act solely on behalf of MTA and shall not be directors, officers,
employees or agents of Prime.
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Xxxxxx Xxxxx Associates, Inc.
July 3, 1996
Page 2
The services to be performed by MTA hereunder shall be performed by
Xxxxxx X. Xxxxx.
2. Cash Compensation and Expenses. Prime shall pay to MTA $5,000 per
month for its services during the Term. Prime will not withhold any wage or
employment taxes in respect to such compensation, but will issue MTA information
reports relating thereto, as required by applicable law and regulations.
MTA also will be reimbursed by Prime for all reasonable business and
travel expenses incurred or paid by MTA during the Term in the course of MTA's
performance of services for Prime hereunder, promptly following submission of
customary documentation therefor.
3. Stock Options. Upon Xxxxxx X. Xxxxx'x initial election as a director
of Prime Retail, Inc., Prime Retail, Inc. granted to MTA options to acquire
15,000 shares of common stock of Prime Retail, Inc. at a per share exercise
price equal to the initial public offering price of shares of Prime Retail
Inc.'s common stock (the "First Grant"). The options granted pursuant to the
First Grant are exercisable at any time or from time to time from the date of
grant until ninety (90) days after Xxxxxx X. Xxxxx ceases to be a director of
Prime Retail, Inc. In addition to the foregoing, Prime Retail, Inc. shall grant
to MTA options to acquire an additional 30,000 shares of common stock of Prime
Retail, Inc. at the close of business on July 3, 1996 at a per share exercise
price equal to the "Fair Market Value" per share of common stock of Prime
Retail, Inc. as determined in accordance with Section 2.13(b) of the Prime
Retail, Inc. 1995 Stock Incentive Plan (the "Second Grant"). The options granted
pursuant to the Second Grant shall be exercisable at any time or from time to
time from the date of grant until ninety (90) days after Xxxxxx X. Xxxxx ceases
to be a director of Prime Retail, Inc.
4. Term. The term (the "Term") of MTA's consultancy hereunder shall
commence on the date hereof and shall end at such time as Xxxxxx X. Xxxxx shall
cease to serve as a director of Prime Retail, Inc.
5. Directorship. Xxxxxx X. Xxxxx agrees to continue to serve as a
member of the board of directors of Prime Retail, Inc.
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Xxxxxx Xxxxx Associates, Inc.
July 3, 1996
Page 3
6. Confidential Information. During the Term, MTA shall, and shall
cause its directors, officers and employees to, keep secret and retain in
strictest confidence, and shall not use for its benefit or the benefit of
others, nor permit its directors, officers or employees to use for their benefit
or the benefit of others, any and all confidential information relating to Prime
disclosed to MTA in the course of its consultancy, including, without
limitation, trade secrets, customer lists and other secret or confidential
aspects of Prime's business, and
MTA shall not disclose such information, nor permit its directors, officers or
employees to disclose such information to anyone outside Prime or any of its
affiliates, except in the performance by MTA of its services hereunder or as
required by law in connection with any judicial or administrative proceeding or
inquiry (provided prior written notice thereof is given by MTA to Prime) or with
Prime's prior written consent, unless such information is known generally to the
public or the trade through sources other than MTA's (or its directors',
officers' or employees') unauthorized disclosure.
7. Entire Agreement. This Agreement contains the entire Agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all other agreements (including the 1993 Agreement) and
understandings with respect thereto, oral or otherwise.
8. Amendment. No amendment, modification or waiver of this agreement or
any of its provisions shall be binding unless made in writing and signed by both
parties hereto, except in the case of a waiver or consent, which shall be signed
by the party against which enforcement is sought.
9. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such state.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of when which when taken together shall constitute one and
the same instrument.
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Xxxxxx Xxxxx Associates, Inc.
July 3, 1996
Page 4
If the foregoing accurately reflects the agreement between us, please
confirm your approval and acceptance of the terms and conditions of the
agreement set forth herein by signing the enclosed copy of this letter and
returning it to the undersigned.
Very truly yours,
PRIME RETAIL, L.P.
By: Prime Retail, Inc.
By: /s/ C. Xxxx Xxxxxxxxx
----------------------------
C. Xxxx Xxxxxxxxx
Senior Vice President -
General Counsel and Secretary
Agreed and Accepted as of
the Date Written Above:
XXXXXX XXXXX ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
Chairman
/s/ Xxxxxx X. Xxxxx
---------------------
Xxxxxx X. Xxxxx
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