EXHIBIT 10.23
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") dated as of
October 15, 1997 by and between Grove Property Trust (formerly Grove Real Estate
Asset Trust), a real estate investment trust organized under the laws of the
State of Maryland (the "Company"), and Xxxxx X. Xxxxxxx (the "Executive"),
amending that certain Employment Agreement (the "Employment Agreement"), dated
as of March 14, 1997, by and between the Company and the Executive.
W I T N E S S E T H:
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement; and
WHEREAS, the Board of Trust Managers of the Company (the "Board") at a
Meeting of the Board held on October 14, 1997 unanimously adopted a resolution
authorizing and directing that the Employment Agreement be amended to increase
the base salary of the Executive to $100,000 effective upon consummation of the
transactions contemplated by the Company's Registration Statement on Form S-2
(No. 333-38183) (the "Registration Statement").
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements of the parties herein contained and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, and intending to
be legally bound hereby, the parties hereto hereby amend the Employment
Agreement as follows:
1. CAPITALIZED TERMS. Unless otherwise defined herein, capitalized
terms used herein shall have the same meaning ascribed thereto in the Employment
Agreement.
2. AGREEMENT REMAINS IN EFFECT. Except as amended hereby, all terms
and conditions of the Employment Agreement shall remain in full force and
effect.
3. CONFLICT. In the event of any conflict between the provisions of
the Employment Agreement and the provisions of this Amendment, the provisions of
this Amendment shall control and be given effect.
4. BASE COMPENSATION. Section 4(a) of the Employment Agreement is
hereby deleted and the following is inserted in substitution therefor:
2
(a) Base Compensation. During the Term, GREAT shall pay the Executive
an annual base salary equal to $100,000, payable in equal installments
in accordance with GREAT's normal practices for payment of executives
in existence from time to time. Executive's salary shall be reviewed
by GREAT's Board of Trust Managers on the employment anniversary date
each year, and nothing in this Agreement shall be deemed to prohibit
an increase at any time in the annual rate of salary of Executive at
the sole discretion of GREAT's Board of Trust Managers.
5. EFFECTIVENESS. This Amendment shall become effective upon
consummation of the transactions contemplated by the Registration Statement.
6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one in the same instrument.
7. HEADINGS. The headings contained herein are for reference
purposes only and shall not in any way effect the meaning or interpretation of
this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
GROVE PROPERTY TRUST
By:/s/ Xxxxx X. Xxxxxxx
________________________________
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
EXECUTIVE
/s/ Xxxxx X. Xxxxxxx
____________________________________
Xxxxx X. Xxxxxxx
