1
EXHIBIT (10)(w)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement dated as of May 12, 2000
(this "Second Amendment") is entered into by and between Xxxx Xxxxxx Xxxxxx
(the "Executive") and First Union Real Estate Equity and Mortgage Investments
(the "Company").
RECITALS
1. The Executive and the Company executed an Employment Agreement
dated November 2, 1998 (the "Original Agreement");
2. The Executive and the Company executed an amendment to the
Original Agreement dated as of November 30, 1999 (the "First
Amendment");
3. The parties hereto have determined to enter into this Second
Amendment for purposes of amending the First Amendment and the
Original Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein, and for other consideration the adequacy of which
is hereby acknowledged, the parties hereby agree as follows:
A. Any and all rights and obligations of all parties to the First
Amendment pursuant Section C. of the First Amendment and all
provisions of such Section C. are hereby waived and such Section
C. is hereinafter null and void.
B. The Company shall pay the Executive a cash payment, subject to
all applicable withholding taxes, of $110,000 within five
business days from the date hereof. The Executive shall be
responsible for the payment of, and be liable for, all taxes
imposed on her by reason of such payment.
C. The Original Agreement, as amended by the First Amendment and
this Second Amendment, constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof.
-1-
2
D. This Second Amendment shall inure to the benefit of and shall be
binding upon the parties hereto and their respective heirs,
legal representatives, successors and assigns. In addition,
Imperial Parking Corporation shall be a third party beneficiary
of this Second Amendment and shall be entitled to enforce this
Second Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment
as of the date first above written.
FIRST UNION REAL ESTATE EQUITY
and MORTGAGE INVESTMENTS
By: /s/ Xxxxxxx X. Xxxxxx,
----------------------------------
Xxxxxxx X. Xxxxxx, Chairman
EXECUTIVE:
/s/ Xxxx Xxxxxx Xxxxxx
--------------------------
Xxxx Xxxxxx Xxxxxx
-2-
