Exhibit 10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this
17th day of November, 1997 by and among Prime Group Realty Trust, a Maryland
real estate investment trust ("PGRT"), Prime Group Realty, L.P., a Delaware
limited partnership and the operating partnership for PGRT ("Prime") (Prime and
PGRT are hereinafter sometimes collectively referred to as "Employer"), and
Xxxxxxx X. Xxxxxxxxx, an individual domiciled in the State of Illinois
("Executive").
W I T N E S S E T H
A. Employer is engaged primarily in the ownership, management, leasing,
marketing, acquisition, development and construction of office and industrial
real estate facilities throughout the United States.
B. Employer believes that it would benefit from the application of
Executive's particular and unique skill, experience, and background to the
development of office properties and the management thereof.
C. Executive wishes to commit to serve Employer in the position set forth
herein on the terms herein provided.
D. The parties wish by this Agreement to set forth the terms and
conditions of the employment relationship between Employer and Executive.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein set forth, and for other good and valuable consideration, Employer and
Executive hereby agree as follows:
1. EMPLOYMENT AND DUTIES. During the Employment Term (as defined in
Section 2 hereof), Employer agrees to employ Executive, and Executive agrees to
be employed by Employer, as the Executive Vice President and Chief Investment
Officer of Employer on the terms and conditions provided in this Agreement.
Executive shall conduct, operate, manage and promote the business and business
concept of Employer. The Chief Executive Officer or the President of Employer
may from time to time further define and clarify Executive's duties and services
hereunder as Executive Vice President and Chief Investment Officer of Employer.
Executive agrees to devote Executive's best efforts and substantially all of
Executive's business time, attention, energy and skill to perform Executive's
duties as Executive Vice President and Chief Investment Officer of Employer.
2. TERM. The term of this Agreement shall commence on November 17, 1997
and expire on November 17, 2000 ("Employment Term").
3. COMPENSATION AND RELATED MATTERS. (a) BASE SALARY. As compensation
for performing the services required by this Agreement during the Employment
Term, Employer shall pay to Executive an annual salary of no less than Two
Hundred Thousand Dollars ($200,000) ("Base Compensation"), payable in accordance
with the general policies and procedures for payment of salaries to its
executive personnel maintained, from time to time, by Employer (but no less
frequently than monthly), subject to withholding for applicable federal, state,
and local taxes. Increases in Base Compensation, if any, shall be determined by
the Compensation Committee (the "Committee") of the Board of Trustees of PGRT
(the "Board"), based on periodic reviews of Executive's performance conducted on
at least an annual basis.
(b) BONUS. In addition to Base Compensation, the Board and the
Committee, in their sole and absolute discretion, may, but in no event shall be
obligated to, authorize the payment of a cash bonus (a "Performance Bonus
Distribution") to Executive based upon achievement of such corporate and
individual performance goals and objectives as may be established or determined
by the Board or the Committee from time to time.
(c) BENEFITS. During the Employment Term and subject to the
limitations and alternative rights set forth in this Section 3(c), Executive and
Executive's eligible dependents shall have the right to participate in the
medical and dental benefit plan to be established by Employer (which may include
contributions by Executive) and in any other retirement, pension, insurance,
health or other benefit plan or program that has been or is hereafter adopted by
Employer (or in which Employer participates), as such plans and programs may be
amended or modified from time to time by Employer, according to the terms of
such plan or program with all the benefits, rights and privileges as are enjoyed
by any other executive officers of Employer. Employer expects to have in place
a life insurance program in which Executive will be entitled to participate. If
the participation of Executive would adversely affect the qualification of a
plan intended to be qualified under Section 401(a) of the Internal Revenue Code
as the same may be amended from time to time (the "Code"), Employer shall have
the right to exclude Executive from that plan in return for Executive's
participation in (i) a nonqualified deferred compensation plan or (ii) an
arrangement providing substantially comparable benefits under a plan that is
either a qualified or nonqualified under the Code at Employer's option.
(d) EXPENSES. Executive shall be reimbursed, subject to Employer's
receipt of invoices or similar records as Employer may reasonably request in
accordance with its policies and procedures, as such policies and procedures may
be amended or modified from time to time by Employer, for all reasonable and
necessary expenses incurred by Executive in the performance of Executive's
duties hereunder, including expenses for business entertainment and meals
(whether in or out of town) and gas for business travel, but excluding
automobile insurance.
(e) VACATIONS. During the Employment Term, Executive shall be
entitled to vacation in accordance with Employer's practices, as such practices
may be amended or modified from time to time by Employer, provided that
Executive shall be entitled to at least three (3) weeks paid vacation in each
full calendar year. Executive may accrue unused vacation time if not used in
any calendar year or years, however, the maximum cumulative amount of vacation
time that
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Executive may accrue and carry over to the next year is two (2) weeks.
Executive shall be entitled to a payment for any vacation time which has
accrued but has not been used as of the date of the termination of
Executive's employment with Employer, unless Executive's employment is
terminated pursuant to Section 5(a)(ii) hereof.
4. SHARE OPTIONS AND GRANTS. PGRT has established a share incentive
plan (the "Share Incentive Plan"). The Share Incentive Plan initially
provides, among other things, for the issuance from time to time to certain
officers, directors and other employees of PGRT and Employer, including
Executive, of share options. Pursuant to the Share Incentive Plan, on the
date hereof, PGRT shall grant to Executive 85,000 share options ("Options")
that will have such terms and conditions as are set forth in the Share
Incentive Plan and the Share Option Agreement to be entered into between PGRT
and Executive. Such Options granted to Executive shall vest immediately (i)
upon the death or disability of Executive or (ii) upon termination of this
Agreement and Executive's employment for any reason other than (A) a
termination for cause by Employer or (B) if Executive terminates Executive's
employment for any reason other than pursuant to Section 5(b)(i) hereof. In
the case of a termination for cause or if Executive terminates Executive's
employment for any reason other than pursuant to Section 5(b)(i) hereof, all
unvested Options shall be forfeited by Executive, but Executive shall have
the right to exercise within the time period provided for in the Share
Incentive Plan all Options vested prior to such termination. In addition, on
the date hereof, PGRT Executive shall be entitled to receive 110,000 shares
of beneficial interests of PGRT in exchange for certain assets contributed by
Executive to Prime pursuant to the Formation Agreement dated November 17,
1997 among PGRT, Prime, Prime Group Services, Inc., The Prime Group, Inc.,
Prime Group Limited Partnership and Executive, which shares shall be subject
to pro-rata forfeiture (based on number of days) if Executive voluntarily
terminates Executive's employment with Employer prior to November 17, 1998.
Such shares shall not be subject to forfeiture in the event of termination of
Executive's employment with Employer for any other reason.
5. TERMINATION AND TERMINATION BENEFITS. (a) TERMINATION BY EMPLOYER.
(i) WITHOUT CAUSE. Employer may terminate this Agreement and Executive's
employment at any time for any reason or for no reason at all upon thirty (30)
days' prior written notice to Executive following notice of termination. In
connection with the termination of Executive's employment pursuant to this
Section 5(a)(i), Executive shall (A) be paid Executive's Base Compensation in
accordance with Section 3(a) hereof up to the effective date of such
termination, (B) be paid a pro rata portion of any bonus otherwise payable to
Executive for or with respect to the calendar year in which such termination
occurs in accordance with Section 3(b) hereof up to the effective date of such
termination and, to the extent not previously paid, Executive shall be entitled
to all bonuses payable to Executive in accordance with Section 3(b) hereof for
or with respect to any calendar years prior to the calendar year in which such
termination occurs, (C) be entitled to the benefits set forth in Sections 3(c),
3(d) and 3(e) hereof up to the effective date of such termination and (D)
receive the Termination Compensation specified in Section 5(d) hereof. For
purposes of calculating Executive's pro rata portion of any bonus pursuant to
clause (B) in the previous sentence, if the termination takes place prior to
receipt by Executive of any Performance Bonus Distribution, the Performance
Bonus Distribution, a pro rata (based on the number of days in the year) portion
of which Executive shall be entitled to receive, shall be deemed to be 50% of
Executive's then current annual Base
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Compensation. For purposes of this Agreement, the "effective date of
termination" shall mean the last day on which Executive is employed with
Employer which may be later than the date of the delivery of any applicable
notice of termination.
(ii) WITH CAUSE. Employer may terminate this Agreement with
cause immediately upon written notice to Executive. Employer may elect to
require Executive to continue to perform Executive's duties under this
Agreement for an additional thirty (30) days following notice of termination.
In connection with the termination of Executive's employment pursuant to
this Section 5(a)(ii), Executive shall (A) be paid Executive's Base
Compensation in accordance with Section 3(a) hereof up to the effective date
of such termination, and, to the extent not previously paid, Executive shall
be entitled to any bonuses payable to Executive in accordance with Section
3(b) hereof for or with respect to any calendar years prior to the calendar
year in which such termination occurs and (B) be entitled to the benefits set
forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such
termination. For purposes of this Section 5(a)(ii), "cause" shall mean (1) a
finding by the Board that Executive has materially harmed Employer, its
business, assets or employees through an act of dishonesty, material conflict
of interest, gross misconduct or willful malfeasance, (2) Executive's
conviction of (or pleading nolo contendere to) a felony, (3) Executive's
failure to perform (which shall not include inability to perform due to
disability) in any material respects Executive's material duties under this
Agreement after written notice specifying the failure and a reasonable
opportunity to cure (it being understood that if Executive's failure to
perform is not of a type requiring a single action to fully cure, then
Executive may commence the cure promptly after such written notice and
thereafter diligently prosecute such cure to completion), (4) the breach by
Executive of any of Executive's material obligations hereunder (other than
those covered by clause (3) above) and the failure of Executive to cure such
breach within thirty (30) days after receipt by Executive of a written notice
of Employer specifying in reasonable detail the nature of the breach, or (5)
Executive's sanction (including restrictions, prohibitions and limitations
agreed to under a consent decree or agreed order) under, or conviction for
violation of, any federal or state securities law, rule or regulation
(provided that in the case of a sanction, such sanction materially impedes or
impairs the ability of Executive to perform Executive's duties and exercise
Executive's responsibilities hereunder in a satisfactory manner).
(iii) DISABILITY. If due to illness, physical or mental
disability, or other incapacity, Executive shall fail during any four (4)
consecutive months to perform the duties required by this Agreement, Employer
may, upon thirty (30) days' written notice to Executive, either terminate
this Agreement or suspend Executive's right to any Base Compensation or
Performance Bonus Distributions without terminating this Agreement. In any
such event, Executive shall (A) be paid Executive's Base Compensation in
accordance with Section 3(a) hereof up to the effective date of such
termination, (B) be paid a pro rata portion of any bonus otherwise payable to
Executive for or with respect to the calendar year in which such termination
occurs in accordance with Section 3(b) hereof up to the first day of such
four (4) month period and, to the extent not previously paid, Executive shall
be entitled to all bonuses payable to Executive in accordance with Section
3(b) hereof for or with respect to any calendar years prior to the calendar
year in which such termination occurs and (C) be entitled to the benefits set
forth in Sections 3(c) (or the after-tax cash equivalent), 3(d) and 3(e)
hereof up to the effective date of such termination. For purposes of
calculating Executive's
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pro rata portion of any bonus pursuant to clause (B) in the previous
sentence, if the termination takes place prior to receipt by Executive of any
Performance Bonus Distribution, the Performance Bonus Distribution, a pro
rata portion of which Executive shall be entitled to receive, shall be deemed
to be 50% of Executive's then current annual Base Compensation. In the event
Employer elects to suspend Executive's right to Base Compensation and
Performance Bonus Distributions, at such time as Executive is able to resume
the duties required under this Agreement, Executive shall be entitled to
receive Base Compensation and Performance Bonus Distributions from the date
Executive commences the performance of such duties following the disability
in accordance with the terms and provisions of this Agreement. This Section
5(a)(iii) shall not limit the entitlement of Executive, Executive's estate or
beneficiaries to any disability or other benefits available to Executive
under any disability insurance or other benefits plan or policy which is
maintained by Employer for Executive's benefit. For purposes of this
Agreement, the "date of disability" shall mean the first day of the
consecutive period during which Executive fails to perform the duties
required by this Agreement due to illness, physical or mental disability or
other incapacity.
(b) TERMINATION BY EXECUTIVE. (i) AFTER CHANGE OF CONTROL.
Executive may terminate this Agreement upon thirty (30) days' written notice
to Employer following any "change of control" of Employer and a resulting
"diminution event", each as defined below, but in no event later than two
years after the change of control event. Executive shall continue to
perform, at the election of Employer, Executive's duties under this Agreement
for an additional thirty (30) days following notice of termination. In such
event, Executive shall (A) be paid Executive's Base Compensation up to the
effective date of such termination, (B) be paid a pro rata portion of any
bonus otherwise payable to Executive for or with respect to the calendar year
in which such termination occurs in accordance with Section 3(b) hereof up to
the effective date of such termination and, to the extent not previously
paid, Executive shall be entitled to all bonuses payable to Executive in
accordance with Section 3(b) hereof for or with respect to any calendar years
prior to the calendar year in which such termination occurs, (C) be entitled
to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the
effective date of such termination and (D) receive the Termination
Compensation specified in Section 5(d) hereof. For purposes of calculating
Executive's pro rata portion of any bonus pursuant to clause (B) in the
previous sentence, if the termination takes place prior to receipt by
Executive of any Performance Bonus Distribution, the Performance Bonus
Distribution, a pro rata portion of which Executive shall be entitled to
receive, shall be deemed to be 50% of Executive's then current annual Base
Compensation. For purposes of this Agreement, in the event Employer defaults
in its obligation under Section 9 hereof and, as a consequence thereof,
Executive's employment with Employer (or Employer's successor or assign)
terminates, such termination shall be deemed to be a termination under this
Section 5(b)(i).
For purposes of this Section 5(b)(i), (A) a "change of control" of
Employer shall be deemed to have occurred if: (1) any person (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including a "group" as defined in Section
13(d)(3) of the Exchange Act (but excluding The Prime Group, Inc. or any of
its affiliates or any group in which The Prime Group, Inc. or any of its
affiliates has a significant interest and excluding a trustee or other
fiduciary holding securities under an employee benefit plan of Employer),
becomes the beneficial owner of shares of beneficial interests or limited
partnership interests, as applicable, of
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Employer having at least fifty percent (50%) of the total number of votes
that may be cast for the election of directors of Employer; (2) the merger or
other business combination of Employer, sale of all or substantially all of
Employer's assets or combination of the foregoing transactions (a
"Transaction"), other than a Transaction immediately following which the
shareholders of Employer immediately prior to the Transaction continue to
have a majority of the voting power in the resulting entity (excluding for
this purpose any shareholder, other than The Prime Group, Inc. and its
affiliates, owning directly or indirectly more than ten percent (10%) of the
shares of the other company involved in the Transaction); or (3) within any
twenty-four (24) month period beginning on or after the date hereof, the
persons who were directors of Employer immediately before the beginning of
such period (the "Incumbent Directors") shall cease to constitute at least a
majority of the Board or a majority of the board of directors of any
successor to Employer, provided that, any director who was not a director as
of the date hereof shall be deemed to be an Incumbent Director if such
director was elected to the Board by, or on the recommendation of or with the
approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors either actually or by prior operation of this provision,
unless such election, recommendation or approval was the result of an actual
or threatened election contest of the type contemplated by Regulation 14a-11
promulgated under the Exchange Act or any successor provision; and (B) a
"diminution event" shall mean any material diminution in (1) the duties and
responsibilities of Executive (other than a mere title change) or (2) the
compensation package for Executive.
(ii) WITHOUT GOOD REASON. Executive may terminate this
Agreement and Executive's employment at any time for any reason or for no
reason at all upon thirty (30) days' written notice to Employer, during which
period Executive shall continue to perform Executive's duties under this
Agreement if Employer so elects. In connection with the termination of
Executive's employment pursuant to this Section 5(b)(ii), Executive shall (A)
be paid Executive's Base Compensation in accordance with Section 3(a) hereof
up to the effective date of such termination, and, to the extent not
previously paid, Executive shall be entitled to all bonuses payable to
Executive in accordance with Section 3(b) hereof for or with respect to any
calendar years prior to the calendar year in which such termination occurs
and (B) be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e)
hereof up to the effective date of such termination.
(c) DEATH. Notwithstanding any other provision of this Agreement,
this Agreement shall terminate on the date of Executive's death. In such
event, Executive shall (A) be paid Executive's Base Compensation in
accordance with Section 3(a) hereof up to the date of such death, (B) be paid
a pro rata portion of any bonus otherwise payable to Executive for or with
respect to the calendar year in which such death occurs in accordance with
Section 3(b) hereof up to the effective date of such death and, to the extent
not previously paid, Executive shall be entitled to all bonuses payable to
Executive in accordance with Section 3(b) hereof for or with respect to any
calendar years prior to the calendar year in which such death occurs and (C)
be entitled to the benefits set forth in Sections 3(c) (or the after-tax
cash equivalent), 3(d) and 3(e) hereof up to the date of such death. This
Section 5(c) shall not limit the entitlement of Executive, Executive's estate
or beneficiaries under any insurance or other benefits plan or policy which
is maintained by Employer for Executive's benefit. For purposes of
calculating Executive's pro rata portion of any bonus pursuant to clause (B)
in the previous sentence, if the termination takes place prior to receipt by
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Executive of any Performance Bonus Distribution, the Performance Bonus
Distribution, a pro rata portion of which Executive shall be entitled to
receive, shall be deemed to be 50% of Executive's then current annual Base
Compensation.
(d) TERMINATION COMPENSATION. In the event of a termination of
this Agreement pursuant to Section 5(a)(i) or 5(b)(i) hereof, Employer shall
pay to Executive, within thirty (30) days of termination, an amount in one
lump sum ("Termination Compensation") equal to the greater of (i) one hundred
percent (100%) of Executive's then current annual Base Compensation and (ii)
one hundred percent (100%) of the remaining aggregate Base Compensation
payable to Executive over the remainder of the Employment Term.
6. COVENANTS OF EXECUTIVE.
(a) NO CONFLICTS. Executive represents and warrants that
Executive is not personally subject to any agreement, order or decree which
restricts Executive's acceptance of this Agreement and the performance of
Executive's duties with Employer hereunder.
(b) NON-COMPETITION. In return for the performance of the
management duties described in Section 1 hereof, during the Employment Term
and, in the event of the termination of this Agreement pursuant to the
provisions of Section 5(a)(ii) or 5(b)(ii) hereof, for a period of two years
thereafter, Executive shall not, directly or indirectly, in any capacity
whatsoever, either on Executive's own behalf or on behalf of any other person
or entity with whom Executive may be employed or associated, own any interest
in, participate or engage in the day-to-day supervision, management,
development, marketing or operation of any office or industrial real estate
facilities or such other business as Employer may be engaged in during the
Employment Term (the "Business") which is competitive with any of Employer's
facilities. For purposes hereof, a facility will be deemed competitive with
one of Employer's facilities if such facility is located within ten (10)
miles of a facility owned, operated or managed by Employer or within ten (10)
miles of a facility which Employer is developing or with respect to which
Employer has signed a letter of intent or term sheet or binding contract for
the acquisition, development or management thereof dated on or prior to the
date of such termination. Furthermore, for a period of two years after any
applicable Section 5 termination event, Executive shall not, directly or
indirectly, solicit, attempt to hire or hire any employee or client of
Employer or solicit or attempt to lease space to or lease space to any tenant
of Employer. Notwithstanding the foregoing, nothing herein shall prohibit
Executive from owning 5% or less of any securities of a competitor engaged in
the same Business if such securities are listed on a nationally recognized
securities exchange or traded over-the-counter on the National Association of
Securities Dealers Automated Quotation System or otherwise.
(c) NON-DISCLOSURE. During the Employment Term and for a period
of two years after the expiration or termination of this Agreement for any
reason, Executive shall not disclose or use, except in the pursuit of the
Business for or on behalf of Employer, any Trade Secret (as hereinafter
defined) of Employer, whether such Trade Secret is in Executive's memory or
embodied in writing or other physical form. For purposes of this Section
6(c), "Trade Secret" means any information which derives independent economic
value, actual or potential, with respect to Employer
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from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its
disclosure or use and is the subject of efforts to maintain its secrecy that
are reasonable under the circumstances, including, but not limited to, trade
secrets, customer lists, sales records and other proprietary commercial
information. Said term, however, shall not include general "know-how"
information acquired by Executive prior to or during the course of
Executive's service which could have been obtained by him from public sources
without the expenditure of significant time, effort and expense which does
not relate to Employer.
(d) BUSINESS OPPORTUNITIES. During the Employment Term, Executive
agrees to bring to Employer any and all business opportunities which come to
Executive's attention for the acquisition, development, management, leasing
or marketing of real estate for industrial or office use. In the event that
Employer elects not to participate or take advantage of any such business
opportunity, upon termination of Executive's employment with Employer for any
reason, Executive shall be free to pursue such business opportunity, provided
that such business opportunity does not cause any tenant to relocate from a
facility owned and/or operated by Employer, PGRT or any of their respective
subsidiaries.
(e) RETURN OF DOCUMENTS. Upon termination of Executive's
services with Employer, Executive shall return all originals and copies of
books, records, documents, customer lists, sales materials, tapes, keys,
credit cards and other tangible property of Employer within Executive's
possession or under Executive's control.
(f) EQUITABLE RELIEF. In the event of any breach by Executive of
any of the covenants contained in this Section 6, it is specifically
understood and agreed that Employer shall be entitled, in addition to any
other remedy which it may have, to equitable relief by way of injunction, an
accounting or otherwise and to notify any employer or prospective employer of
Executive as to the terms and conditions hereof.
(g) ACKNOWLEDGMENT. Executive acknowledges that Executive will be
directly and materially involved as a senior executive in all important
policy and operational decisions of Employer. Executive further acknowledges
that the scope of the foregoing restrictions has been specifically bargained
between Employer and Executive, each being fully informed of all relevant
facts. Accordingly, Executive acknowledges that the foregoing restrictions
of Section 6 are fair and reasonable, are minimally necessary to protect
Employer, its other partners and the public from the unfair competition of
Executive who, as a result of Executive's performance of services on behalf
of Employer, will have had unlimited access to the most confidential and
important information of Employer, its business and future plans. Executive
furthermore acknowledges that no unreasonable harm or injury will be suffered
by him from enforcement of the covenants contained herein and that Executive
will be able to earn a reasonable livelihood following termination of
Executive's services notwithstanding enforcement of the covenants contained
herein.
7. PRIOR AGREEMENTS. This Agreement, together with the Stock
Incentive Plan, supersedes and is in lieu of any and all other employment
arrangements between Executive and
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Employer or its predecessor or any subsidiary and any and all such employment
agreements and arrangements are hereby terminated and deemed of no further
force or effect.
8. ASSIGNMENT. Neither this Agreement nor any rights or duties of
Executive hereunder shall be assignable by Executive and any such purported
assignment by him shall be void. Employer may assign all or any of its
rights hereunder provided that substantially all of the assets of Employer
are also transferred to the same party.
9. SUCCESSOR TO EMPLOYER. Employer will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all the business and/or assets of
Employer, as the case may be, by agreement in form and substance reasonably
satisfactory to Executive, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that Employer would be required to perform it if no such succession or
assignment had taken place. Any failure of Employer to obtain such agreement
prior to the effectiveness of any such succession or assignment shall be a
material breach of this Agreement giving Executive the right to terminate
this Agreement, in which case Executive shall be entitled to receive the
compensation specified in Section 5(b)(i) hereof. This Agreement shall inure
to the benefit of and be enforceable by Executive's personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Executive should die while any amounts are still
payable to Executive hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to
Executive's devisee, legatee or other designee or, if there be no such
designee, to Executive's estate.
10. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if personally delivered, sent
by courier or by certified mail, postage or delivery charges prepaid, to the
following addresses:
(a) if to Executive, to:
Xxxxxxx X. Xxxxxxxxx
000 X. Xxxxxxx
Xxxxxxxx, XX 00000
WITH A COPY TO:
Xxxxxxxxx & Xxxxxx
00 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxxx
(b) if to Employer, to:
Prime Group Realty Trust
Suite 3900
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00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Chief Executive Officer
WITH A COPY TO:
Prime Group Realty Trust
Suite 3900
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: General Counsel
AND TO:
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Any notice, claim, demand, request or other communication given as provided
in this Section 10, if delivered personally, shall be effective upon
delivery; and if given by courier, shall be effective one (1) business day
after deposit with the courier if next day delivery is guaranteed; and if
given by certified mail, shall be effective three (3) business days after
deposit in the mail. Either party may change the address at which it is to
be given notice by giving written notice to the other party as provided in
this Section 10.
11. AMENDMENT. This Agreement may not be changed, modified or amended
except in writing signed by both parties hereto.
12. WAIVER OF BREACH. The waiver by either party of the breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by either party.
13. SEVERABILITY. Employer and Executive each expressly agree and
contract that it is not the intention of either party to violate any public
policy, statutory or common law, and that if any covenant, sentence,
paragraph, clause or combination of the same of this Agreement (a
"Contractual Provision") is in violation of the law of any state where
applicable, such Contractual Provision shall be void in the jurisdictions
where it is unlawful, and the remainder of such Contractual Provision, if
any, and the remainder of this Agreement shall remain binding on the parties
such that such Contractual Provision shall be binding only to the extent that
such Contractual Provision is lawful or may be lawfully performed under then
applicable laws. In the event that any part of any Contractual Provision of
this Agreement is determined by a court of competent jurisdiction to be
overly broad thereby making the Contractual Provision unenforceable, the
parties hereto agree, and it is their desire, that such court shall
substitute a judicially enforceable limitation in its place, and that the
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Contractual Provision, as so modified, shall be binding upon the parties as
if originally set forth herein.
14. INDEMNIFICATION BY EXECUTIVE. Executive shall indemnify Employer
for any and all damages, costs and expenses resulting from any material harm
to Employer, its business, assets or employees through an act of dishonesty,
material conflict of interest, gross misconduct or willful malfeasance by
Executive. Executive also shall indemnify Employer for any and all damages,
costs and expenses resulting from Executive's acts of omission constituting
reckless disregard of Executive's duties to Employer following notice thereof
by Employer after it becomes aware of such conduct and Executive's failure to
so cure within thirty (30) days.
15. GOVERNING LAW. This Agreement shall be governed by, and construed,
interpreted and enforced in accordance with the laws of the State of
Illinois, exclusive of the conflict of laws provisions of the State of
Illinois.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
EMPLOYER:
PRIME GROUP REALTY TRUST
By:/s/ Xxxxxxx X. Xxxxx
---------------------------
Title: President
---------------------------
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust,
its General Partner
By:/s/ Xxxxxxx X. Xxxxx
---------------------------
Title: President
---------------------------
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
DOCUMENT NUMBER: 237990.6
March 23, 1998
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