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EXHIBIT F
BEDFORD DIRECTORSHIP AGREEMENT
THIS BEDFORD DIRECTORSHIP AGREEMENT (the "Agreement") is made and
entered into as of this 18th day of September, 1995 by and between Xxxxxx X.
Xxxxx (the "Director") and AEW Partners, L.P. ("AEW").
R E C I T A L S
a. AEW has executed a Series A Preferred Stock Purchase Agreement with
Bedford Properties, Inc. ("Bedford") pursuant to which AEW will acquire
8,333,334 shares of Series A Preferred Stock of Bedford.
b. In turn, the shares of Series A Preferred Stock of Bedford will allow
AEW to appoint two directors to the Bedford Board of Directors.
c. The Director has been appointed by AEW to serve as a Director of
Bedford and has agreed to do so, subject to the terms and conditions of this
Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Bedford Stock Options. Pursuant to the terms of the Bedford
Nonemployee Director Stock Option Plan, the Director will receive options to
purchase 50,000 shares of Common Stock of Bedford (the "Options"). The parties
agree that to the extent permitted by applicable law, the Options and the Shares
underlying the Options (the "Shares") will be held for the benefit of AEW. Upon
written request by AEW, the Director shall exercise the Options and transfer the
underlying Shares to AEW.
AEW shall provide the Director with all necessary consideration required
to exercise the Options.
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2. Tax Indemnification; Indemnification For Breach. AEW hereby
indemnifies and holds Director harmless from and against any federal or state
tax liability which Director or his legal representatives may now, or hereafter,
be held liable for, or be claimed to be liable for, in any way relating to (i)
Director receiving or holding the Options, (ii) Director holding the Shares
after exercise, or (iii) Director's transfer of the Shares to AEW, including,
without limitation, any legal or other costs incurred by Director in connection
with any claim made by federal or state tax authorities relating to any such tax
liability or claim of tax liability. For this purpose, a tax liability shall
include taxes and interest and penalties related thereto. The parties recognize
the possibility that payments made by AEW to Director hereunder may themselves
be subject to tax and intend this indemnification to apply also to any such
payment with the objective that Director shall receive sufficient payments from
AEW to cover fully Director's net tax liability on all payments so received
(after giving effect to any refunds of tax or interest), and any costs,
including without limitation, legal costs associated with any claim of tax
liability, and that Director shall not incur any out-of-pocket expense after
receipt of AEW's full indemnification.
AEW hereby also indemnifies and holds Director harmless from and against
any claims, suits, actions, judgments, damages, or other liability now or
hereafter incurred by Director or his representatives as a result of any direct
or indirect claim by Bedford or any representative thereof, that Director's
holding of the Options and the Shares for the
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benefit of AEW was in breach or violation of the Stock Option Agreement under
which the Options were provided to Director.
3. Payments.
All payments pursuant to this Agreement shall be made within 10 days of
AEW's receipt of a written notice from Director indicating the reasonable basis
for an indemnification payment such as a notice of deficiency or an opinion of
counsel to the effect that income related to the Options or the Shares should be
included in Director's tax return. In case of any "gross-up" payment as to which
the amount of the tax liability cannot then be reasonably determined, Director
shall receive additional indemnification at the time of the "gross-up" payment
on the assumption that Director is subject to the highest rate of federal and
state taxation. Any such payment shall be subject to adjustment when its amount
is determined as by the filing of a return.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AEW PARTNERS, L.P.
By: AEW/L.P., its General Partner
/s/ Xxxxxx X. Xxxxx By: AEW, Inc., its General Partner
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Xxxxxx X. Xxxxx
Director By /s/ J. Xxxxx Xxxxxxx
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J. Xxxxx Xxxxxxx
Vice President
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