EXHIBIT 10.9
January 14, 2003
Xx. Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Employment Agreement
Dear Xx. Xxxxxxx:
Reference is hereby made to that certain Employment Agreement (the
"Agreement") dated as of June 29, 2001 by and between CRIIMI MAE INC. (the
"Corporation") and you. This letter is to confirm our agreement that the
transaction contemplated by and between the Corporation and Brascan Real Estate
Financial Investments LLC (the "Transaction") shall be treated as if it is
(although the Transaction is not) a "change in control" transaction solely for
the purposes of triggering the Involuntary Resignation provision of the
Agreement and accelerating the vesting of options under the applicable option
agreements. Accordingly, as a result of such treatment, the Agreement shall be
terminated effective upon the occurrence of the Escrow Release pursuant to
Section 5(b) of that certain Escrow Agreement dated as of January 14, 2003, by
and among CRIIMI MAE Inc., Brascan Real Estate Financial Investments LLC, Bear
Xxxxxxx International Limited and LaSalle Bank N.A. (the "Effective Date"), and,
at such time, you shall be entitled to receive the following, which you hereby
acknowledge is more than what you would otherwise be entitled to receive under
the terms of the Agreement:
1. Severance compensation equal to your Base Salary then in effect for
eighteen (18) months from the Effective Date;
2. All rights and benefits accrued or earned by you under Sections 3.6
(Pension, Profit-Sharing, Retirement and Other Benefit Plans) and 3.7
(Vacation and Sick Leave) of the Agreement as of the Effective Date;
3. The amount of any bonuses (including, without limitation, the
reorganization bonus) earned by you during the term of the Agreement;
4. The expense allowance provided for in Section 3.9 of the Agreement;
5. Any unpaid Base Salary earned by you through the Effective Date;
6. The rights and benefits, if any, provided by any insurance policies
in accordance with their terms for eighteen (18) months from the Effective
Date, including the right, if you have not already done so, to acquire or
designate ownership and control of such policies;
7. Office space at a location in C.R.I., Inc.'s, a Delaware
corporation ("C.R.I."), headquarters and reasonable secretarial assistance
until the earlier of: one (1) year from the Effective Date or the date, if
ever, you begin full time employment with another employer (other than with
C.R.I.); and
8. Accelerated vesting of all options.
You, severally, for yourself and your heirs, personal representatives,
executors, administrators, successors, assigns and all other persons acting on
your behalf or claiming under you (separately and collectively, the "Releasors")
agree that, in consideration of the payments and consideration described above,
you shall, and hereby do, forever and irrevocably release, remise, acquit,
exonerate and discharge the Corporation, its officers, directors, employees,
independent contractors, agents, affiliates,
parents, subsidiaries, divisions, predecessors, purchasers, assigns,
representatives, successors, successors in interest and customers (collectively,
the "Releasees") from any and all claims, actions, causes of action, damages,
demands, debts, defenses, grievances, obligations, contracts, promises,
covenants, judgments, costs, expenses (including, without limitation, attorneys'
fees), counterclaims and liabilities, known or unknown, whatsoever which any of
the Releasors now has, has had, or may have, whether the same be at law, in
equity, or mixed, in any way arising out of or relating to the Agreement, your
employment and separation of employment from the Corporation, but excluding
those rights arising out of or with respect to this Letter Agreement. You
expressly acknowledge that this release includes, but is not limited to, tort
and contract claims, wrongful discharge claims, arbitration claims, statutory
claims, compensation claims, claims under any state, local or federal wage and
hour law or wage collection law, and claims of discrimination or harassment
based on age, race, color, sex, religion, handicap, disability, national origin,
ancestry, citizenship, marital status, or any other claim of employment
discrimination, retaliation or harassment under Title VII of the Civil Rights
Acts of 1964 and 1991 as amended (42 U.S.C. Section 2000e et seq.), the Employee
Retirement Income Security Act (29 U.S.C. Section 1001 et seq.), the
Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. Section 1161
et seq.), the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.),
the Rehabilitation Act of 1973 (29 U.S.C. Section 701 et seq.), the Family and
Medical Leave Act (29 U.S.C. Section 2601 et seq.), the Fair Labor Standards Act
(29 U.S.C. Section 201 et seq.), the Annotated Code of Maryland, and any other
law, statute, regulation or ordinance prohibiting employment discrimination or
relating to the employment relationship.
If the foregoing accurately reflects your understanding and constitutes the
agreement of the parties, please sign below, evidencing your acceptance and
agreement with the foregoing, and return one copy of this Letter Agreement to
the Corporation.
Very truly yours,
CRIIMI MAE INC.
/s/Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President
THE UNDERSIGNED hereby agrees to the foregoing on this 14th day of January,
2003.
/s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
