EMPLOYMENT AGREEMENT
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This Agreement is made as of the 1st day of October, 1985, between
Pennsylvania Real Estate Investment Trust ("PREIT") and
Xxxxxxx Xxxx ("Employee").
Background of Agreement
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Employee has, for many years, served PREIT faithfully as its Director
of Operations and is acknowledged as having been instrumental in the growth and
success of PREIT. PREIT desires that Employee continue to serve as its Director
of Operations and Employee desires to continue to so serve. The parties are
entering into this Agreement to provide for the relationships and obligations of
each of the parties hereto with respect to such employment.
NOW THEREFORE, the parties hereto, intending to be legally bound hereby
and in consideration of the mutual covenants herein contained, agree as follows:
1. Employment
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PREIT hereby employs the Employee, and the Employee hereby
accepts employment, upon the terms and conditions set forth herein.
2. Duties
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Employee shall serve PREIT in the position of Director of
Operations of PREIT. The duties and authority of Employee shall be consistent
with those currently performed and exercised by Employee. Employee shall devote
his time, attention and best efforts to the performance of his duties hereunder
and shall not, during the term of his employment, be engaged in any other
business activity (whether or not such business activity is pursued for gain,
profit or other pecuniary advantage) that would interfere with the services to
be rendered by Employee hereunder. However, this provision shall not prevent
Employee from investing his assets in such form or manner as will not require
any services on his part in the operation of the affairs of the companies in
which investments are made.
3. Term
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The term of employment hereunder shall commence on the date
first set forth above and shall continue for an initial term of two (2) years,
expiring September 30, 1987. The initial term of employment shall be
automatically extended for a term of one year thereafter unless either party
gives the other not less than ninety (90) days notice prior to the expiration of
the original term of its or his intention not to extend the term of such
employment. Upon the expiration of the initial term and the first additional
term, employment shall continue for an additional term of one year, unless not
later than one ninety (90) days prior to the expiration of the then current
term, written notice is given by either party hereto of his or its election to
terminate the employment at the end of the then current term. If such notice is
given, the term of employment shall terminate at the end of the then current
term.
4. Basic Compensation
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PREIT agrees to pay and Employee agrees to accept, as
the basic compensation for all services to be rendered by
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Employee hereunder, the sum of $50,000 per annum, payable in approximately equal
weekly, bi-monthly or monthly installments. The Board of Trustees of PREIT, in
its sole discretion, may increase the annual basic compensation payable
hereunder at any time or times during the term hereof.
5. Working Facilities and Expenses
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PREIT shall furnish Employee with appropriate office space,
stenographic help and other facilities and services suitable to his employment
hereunder and adequate for the performance of his duties. PREIT shall also pay
directly or reimburse to Employee all business related expenses incurred in the
course of his duties hereunder.
6. Termination of Employment
-------------------------
In addition to the provisions contained in Section 2 hereof,
PREIT shall have the right to terminate the term of employment pursuant to the
provisions of Sections 6.1 and 6.2 hereof and the term of employment shall end
upon the occurrence described in Section 6.3 hereof:
6.1 Upon thirty (30) days notice for "good cause". The term
"good cause" shall mean (i) dishonesty; (ii) conduct on the part of Employee
intended to or likely to injure the business of PREIT; (iii) Employee's
indictment for a crime involving moral turpitude, whether relating to his
employment or otherwise; (iv) insobriety; and (v) a material failure of Employee
to perform or observe the provisions of this Agreement (other than by reason of
illness or incapacity) which persists for an unreasonable period
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of time after notice is given to Employee which details the
failure.
6.2 By complying with the provisions of Section 7
hereof.
6.3 Upon the death of Employee.
7. Disability
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7.1 Effect of Disability
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In the event that during the term of employment Employee shall
become disabled so that he is unable to perform his duties hereunder, the
compensation herein provided shall continue to be paid until PREIT exercises its
right of termination set forth herein. Should the disability continue for more
than six (6) consecutive months or should such disability exist for more than
nine (9) months in any twelve (12) month period, Employer shall have the right
to terminate the term of employment, without further liability to pay
compensation hereunder, by giving Employee thirty (30) days notice of its
intention to do so. If Employee shall resume his duties within thirty (30) days
after such notice is given and shall perform such duties on a regular basis for
three (3) consecutive months thereafter, the term of employment shall continue
in full force and effect and the notice of intention to terminate shall have no
further force or validity; otherwise the term of employment shall terminate at
the end of such thirty (30) day period or, if applicable, upon the recurrence of
disability during the three (3) month period.
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7.2 Determination of Disability
---------------------------
Employee shall be deemed disabled for purposes of this
Agreement either (i) if he is deemed disabled for purposes of any disability
policy, group or individual, paid for by PREIT and at the time in effect, or
(ii) if no such policy is then in effect, by an independent referee licensed to
practice medicine selected by the Board of Trustees of PREIT and approved by
Employee or in the event the Board of Trustees and Employee are unable to agree
on a single referee, then by a panel of three (3) independent referees licensed
to practice medicine, one of whom shall be selected by the Board of Trustees,
one by Employee and the third by the other two (2) referees.
7.3 Clarification
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Employee shall not be entitled to the benefits of Sections 7.1
and 7.2 hereof if he should become disabled after his employment has been
terminated pursuant to the provisions of Section 6.1 hereof.
8. Additional Benefits
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8.1 Employee shall be entitled to receive benefits equivalent
to those presently provided to him in the course of his employment with PREIT.
8.2 Employee shall be entitled to paid vacation in accordance
with past practice in this regard.
9. Trade Secrets; Confidential Information
---------------------------------------
In the event that, during the course of his employment
hereunder, Employee shall acquire trade secrets or other
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information confidential to the business of PREIT, Employee agrees not to
disclose any such information, during and after his term of employment, to any
person, firm, corporation or other entity for any reason whatsoever.
10. Restrictive Covenant
--------------------
During the term set forth in Section 3 of this Agreement,
unless PREIT shall fail to comply with its obligations hereunder, Employee shall
not directly or indirectly, engage in rendering of service to act on behalf of,
be connected with, furnish consulting services to, or be employed by any real
estate investment trust (other than PREIT or an affiliate or subsidiary of
PREIT) or any person, corporation or other entity within a three hundred (300)
mile radius of Wyncote, Pennsylvania, which invests, directly or through
partnerships and joint ventures, in shopping centers, apartment complexes,
office buildings and industrial and warehouse facilities.
11. No Mitigation
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11.1 In the event of the failure of PREIT to comply with the
terms hereof, or in the event of the termination of Employee's employment by
PREIT other than for good cause as herein defined, the Employee shall not be
required to seek other employment in order to mitigate the amounts recoverable
for such action; nor shall PREIT be entitled to set off against such amounts any
sums earned by Employee in other employment.
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12. Notices
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Any notice required or permitted under this Agreement shall be
in writing and shall be deemed to have been given when delivered personally or
sent by registered or certified mail, postage prepaid, addressed as follows:
If to Employee:
Xxxxxxx Xxxx
000 Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
If to PREIT:
Pennsylvania Real Estate Investment Trust
Cedarbrook Hill III
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, President
The designation of the person to be so notified or the address of such person
for the purposes of such notice may be changed from time to time by a similar
notice to be effective ten (10) days after such change designation is supplied.
13. Binding Effect
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This Agreement and all of the terms hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors, administrators and assigns.
14. Location of Employment
----------------------
Employee's place of employment shall remain in Philadelphia or
in Pennsylvania within a ten (10) mile radius of Philadelphia.
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15. Severability
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If any term or provision of this Agreement is held to be
invalid or unenforceable for any reason, such invalidity or unenforceability
shall not affect any other term or provision hereof, and this Agreement shall
continue in full force and effect as if such invalid or unenforceable term or
provision (to the extent of the invalidity or unenforceability) had not been
contained herein.
16. Headings
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The section headings in this Agreement are for reference
purposes only and shall not define, limit or affect the meaning or
interpretation of this Agreement.
17. Applicable Law
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This Agreement shall be construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania.
18. Entire Agreement
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This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior negotiations, understandings and agreements, if any, with
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respect to such subject matter and there are no agreements other than those set
forth, provided for, or referred to herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:/s/Xxxxxx X. Xxxxx
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, Trustee
/s/Xxxxxx X. Xxxxxxx
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, Trustee
EMPLOYEE
/s/Xxxxxxx Xxxx
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Xxxxxxx Xxxx
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