EXHIBIT 10.25
DATED DECEMBER 30, 1999
SIMON GLOBAL LIMITED
-AND-
HANS. X. XXXXXXX
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EMPLOYMENT AGREEMENT
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Xxxxx, Day Xxxxxx & Xxxxx
Bucklersbury House
0 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
1
EMPLOYMENT AGREEMENT
This employment agreement (this "Agreement") is entered into this
30th day of December, 1999, by and between SIMON GLOBAL LIMITED (the
"Company") and XXXX X. XXXXXXX (the "Executive").
RECITALS
The Executive is currently employed as Vice Chairman and a member of
the Board of Directors of Simon Property Group, Inc. ("SPG") and a member of
such Board's Executive Committee pursuant to an employment agreement
("Employment Agreement") dated September 23, 1998 between the Executive and
Corporate Property Investors, a Massachusetts business trust ("CPII"), as
amended. The Employment Agreement was entered into as a consequence of the
merger of CPII and Xxxxx XxXxxxxxx Group, Inc., a Maryland corporation
("Simon"), pursuant to the terms of an Agreement and Plan of Merger dated as
of February 18, 1998 among CPII, Simon and Corporate Realty Consultants,
Inc., a Delaware corporation (the "Merger") for the purpose of retaining the
Executive as an officer of SPG following the Merger.
The Company has been incorporated in the United Kingdom as a
subsidiary of SPG and wishes to retain the Executive on a temporary
assignment as its [Chief Executive Officer] to manage its operations from
within the United Kingdom under the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1 EMPLOYMENT. TERM AND DUTIES
1.1 EMPLOYMENT The Company hereby employs the
Executive and the Executive hereby accepts employment by the Company on the
terms and conditions set forth in this Agreement.
1.2 TERM The Executive's employment under this
Agreement shall be deemed to have commenced on Novembe 1, 1999 (the
"Effective Date") and shall automatically terminate on October 1, 2001 (the
"Termination Date"), unless terminated earlier as provided in Section 4 below
(the "Term"), or otherwise renewed by mutual agreement of the Company and the
Executive. The Executive agrees to exclude any rights he may have under Part
X of the Employment Rights Xxx 0000 in respect of a dismissal consisting only
of the expiry of this Agreement without it being renewed. Further, the
Executive agrees to exclude any right he may have to a redundancy payment in
respect of the expiry of the Term without its being renewed.
1.3 POSITIONS AND DUTIES During the Term, the
Executive shall serve as Chief Executive Officer of the Company. During the
Term, the Executive shall report directly to the board of directors of the
Company (the "Board") and/or to such other person as the Board may determine
from time to time. The Executive shall abide by such lawful instructions
given by the Board or under its authority. The Executive's principal focus
shall be to assist in the operation of the Company at its most senior level
in a manner determined from time to time by the Board. The Executive shall be
and serve as a director of the Company. Save as aforesaid the Executive shall
not, in the United Kingdom, engage on any business on his own account, nor
take other employment, nor represent any person's interests other than the
Company, nor do or omit to do anything which may prejudice the Executive's
continued residence in the United Kingdom on such terms as may be specified
by or under the authority of the government of the United Kingdom from time
to time. Notwithstanding the foregoing, the Executive may engage in the
following activities outside the United Kingdom (or in the United Kingdom in
circumstances which do not prejudice the Executive's continued residence in
the United Kingdom as mentioned above) (and shall be entitled to retain all
economic benefits thereof including fees paid in connection therewith) as
long as they do not (without the approval of the Company) substantially
interfere with the performance of the Executive's duties and responsibilities
hereunder: (i) serve on corporate, civic, religious, educational and/or
charitable boards or committees, (ii) deliver lectures, fulfil speaking
engagements or teach on a part-time basis at educational institutions and
(iii) make investments in businesses or enterprises and manage his personal
investments in accordance with the business and ethics policy adopted from
time to time by the Company or SPG, (iv) participate (and continue to
participate as a director of the commercial corporations listed on Schedule I
attached hereto. Notwithstanding the above, the Executive shall not be
required to perform any duties and responsibilities which would be likely to
result in a non-compliance with or violation of any applicable law.
1.4 COMMITMENT OF EMPLOYEE The Executive shall carry
out his duties on such days and during such hours as shall be reasonably
determined by the Board having regard to the needs of the Company's
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business. Regulation 4(1) of The Working Time Regulations 1998 (the
"Regulations") provides that an employee's average working time, including
overtime, in any applicable reference period (generally a period of 17 weeks)
shall not exceed 48 hours for each seven day period. The Regulations allow
individuals to contract out of Regulation 4(1). By entering into this
Agreement the Executive agrees with the Company, that for the duration of the
Executive's employment, Regulation 4(1) or any successor provision shall not
apply, unless and until the expiry of three month's prior written notice
given by the Executive to the Company to end such agreement. Whether or not
Regulation 4(1) shall apply to the Executive's employment hereunder, the
Executive agrees that the 17 week reference period referred to above shall
consist of fixed 17 week periods, such 17 week periods shall be deemed to
have commenced on October 1, 1999.
1.5 DATA PROTECTION The Executive understands that for
purposes connected with his employment by the Company and for providing other
benefits connected with his employment, the Company will be processing
personal data and sensitive personal data concerning him (the terms
"processing", "personal data" and "sensitive personal data" having the
meanings given to them in the Data Protection Act 1998). This information
will only be processed for the legitimate human resources purposes of the
Company. The Executive also understands that the Company may need to transmit
this information to affiliates of Simon Property Group and to the providers
of benefits made available to him in connection with his employment by the
Company. Finally, the Executive understands that this information may need to
be transmitted by the Company to the United States of America. The Executive
agrees to the processing, disclosing and transmitting of such information, as
described above.
2 COMPENSATION AND OTHER BENEFITS
2.1 BASE COMPENSATION As compensation for services
rendered during the Term, the Company shall pay to the Executive a base
salary (the "Base Salary") initially at an annual rate equal to $399,200 such
Base Salary to be subject to increase from time to time by the Board. The
Basic Salary and Annual Bonus payable under 2.2 below and the Housing subsidy
referred to in 2.8 below shall be calculated in US dollars and be paid to the
Executive in pounds sterling applying the average of the daily spot US dollar
to sterling exchange rates for the calender month preceding the month in
which any such payments are to be made. In any event, the Board shall review
the Executive's annual Base Salary no less frequently than annually to
determine whether any increase should be made. The Base Salary shall be
payable in accordance with the payroll policies of the Company as from time
to time in effect, less such amounts as shall be required to be deducted or
withheld therefrom by applicable law and regulations.
2.2 ANNUAL BONUS In addition to the Base Salary, the
Executive shall be eligible to receive, for each calendar year or portion
thereof occurring during the Term, a targeted annual bonus (the "Annual
Bonus") in an amount up to one hundred thirty-five percent (135%) of the
Executive's Base Salary for such calendar year or portion thereof
respectively. The amount of any such Annual Bonus shall be determined by the
Board in accordance with the standard practice relating to the incentive
compensation program of the Company. The Annual Bonus shall be paid to the
Executive, less such amounts as shall be required to be deducted or withheld
therefrom by applicable law and regulations, at such time or times as is in
accordance with the then prevailing policy of the Company relating to
incentive compensation payments.
2.3 GENERAL BUSINESS EXPENSES The Company shall pay or
reimburse the Executive for all expenses that are consistent with the
Company's policy and reasonably and necessarily incurred by the Executive
during the Term in the performance of the Executive's duties under this
Agreement. Such expenses shall include all Company-related business expenses
arising out of activities at clubs at which the Executive is a member. Such
payment shall be made upon presentation of such documentation as the Company
may reasonably require of its senior executive employees prior to making such
payments or reimbursements.
2.4 EXPENSES The Company will reimburse the Executive
for the cost of airfare and other miscellaneous out-of-pocket expenses
incurred by the Executive and his spouse for not more than three (3) personal
round trips annually between the United States and the United Kingdom.
2.5 VACATION During the Term, the Executive shall be
entitled to five (5) weeks of vacation per calendar year which shall be taken
by the Executive concurrently with, but not in addition to, the vacation days
to which the Executive is entitled under his Employment Agreement, as
amended. The Executive shall not be permitted to accumulate and carry over
unused vacation time or pay from year to year except to the extent permitted
in accordance with the Company's vacation policy for senior executives. The
Executive's entitlement to vacation shall accrue during each calendar year
pro rata to the number of completed calendar months continuous service by the
Executive during such year.
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2.6 UNUSED VACATION On the termination of the
Executive's employment, the Executive will be entitled to pay in lieu of any
untaken vacation entitlement calculated on the basis of 1/260 of Base Salary
for each day's holiday entitlement. If on termination of the Executive's
employment he has taken holiday in excess of his entitlement then a sum
calculated adopting the same method may be deducted from any salary or other
payments due to the Executive.
2.7 LOCATION, OFFICE AND SUPPORT STAFF During the Term
the Executive shall be entitled to administrative assistance of a type and
extent, and to an office or offices (with furnishings and other appointments)
of a type and size as may be agreed between the Executive and the Company
from time to time. The Executive will be based at the Company's premises in
London although, the Executive may regularly on a day to day basis be
required to travel and carry out his duties at other places within the United
Kingdom as the needs of the Company's business may require. The Executive
shall not be required to, and shall not, undertake any duties for the Company
outside the United Kingdom.
2.8 HOUSING SUBSIDY During the Term the Company shall
provide the Executive with a housing subsidy at a maximum rate of 2,000
pounds sterling per week to defray liabilities for rent and associated costs
incurred by the Executive in securing residential accommodation for himself
in London during the Term. The housing subsidy shall be payable following
production by, the Executive of such documentation as the Company may
reasonably require evidencing the Executive's liability for such housing
costs. The housing subsidy shall be paid at such times as shall be agreed
between the Executive and the Company and shall, at the Company's option, be
paid directly to the person or entity providing the Executive's residential
accomodation.
3 NON-COMPETITION
3.1 COVENANTS AGAINST COMPETITION The Executive
acknowledges that as of the execution of this Employment Agreement (i) the
Company is engaged in providing Business Services to such one or more of its
affiliates as the Company may from time to time agree; (ii) his employment
with the Company will have given him access to confidential information; and
(iii) the agreements and covenants contained in this Agreement are essential
to protect the business and goodwill of the Company and its affiliates.
Accordingly, the Executive covenants and agrees as follows:
(1) NON-COMPETE Without the prior written consent of
the Board of the Company, the Executive shall not anywhere in the world
directly or indirectly (except in the Executive's capacity as an officer of
the Company or any of its affiliates), during the Restricted Period (as
defined below) : (i) engage or participate in any activity falling within the
definition of Business Services; (ii) enter the employ of, or render any
services (whether or not for a fee or other compensation) to, any person
engaged in any activity falling within the definition of Business Services;
or (iii) acquire an equity interest in any such person in any capacity;
provided, that during the Restricted Period the Executive may own, directly
or indirectly, solely as a passive investment, securities of any company
traded on any national securities exchange or on the National Association of
Securities Dealers Automated Quotation System. As used herein, "Business
Services" means the research, analysis and development of business
relationships and opportunities relating to the acquisition, ownership,
financing, leasing, operation and development of shopping centres and other
retail projects in Europe, the Far East and Latin America and the "Restricted
Period" shall mean the period commencing with the Effective Date and ending
on the first anniversary of the date that the Executive's employment
hereunder is lawfully terminated by either the Executive, the Company, or
both.
(2) CONFIDENTIAL INFORMATION; PERSONAL RELATIONSHIP
The Executive acknowledges that the Company has a legitimate and continuing
proprietary interest in the protection of its confidential information and
has invested substantial sums and will continue to invest substantial sums to
develop, maintain and protect confidential information. The Executive agrees
that, during and after the Restricted Period, without the prior written
consent of the Board, the Executive shall keep secret and retain in strictest
confidence, and shall not knowingly use for the benefit of himself or others
all confidential matters relating to the Company's Business including,
without limitation, operational methods, marketing or development plans or
strategies, business acquisition plans, joint venture proposals or plans, and
new personnel acquisition plans, learned by the Executive heretofore or
hereafter (such information shall be referred to herein collectively as
"Confidential Information"); provided, however, that nothing in this
Agreement shall prohibit the Executive from disclosing or using any
Confidential Information (A) in the performance of his duties hereunder, (B)
as required by applicable law, regulatory authority, recognized subpoena
power or any court of competent jurisdiction, (C) in connection with the
enforcement of his rights under this Agreement or any other agreement with
the Company, or (D) in connection with the defence or settlement of any
claim, suit or action
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brought or threatened against the Executive by or in the right of the
Company. Notwithstanding any provision contained herein to the contrary, the
term "Confidential Information" shall not be deemed to include any general
knowledge, skills or experience acquired by the Executive or any knowledge or
information known or available to the public in general (other than as a
result of a breach of this provision by the Executive). Moreover, the
Executive shall be permitted to retain copies of, or have access to, all such
Confidential Information relating to any disagreement, dispute or litigation
(pending or threatened) involving the Executive.
(3) EMPLOYEE OF THE COMPANY AND ITS AFFILIATES During
the Restricted Period, without the prior written consent of the Board, the
Executive shall not, directly or indirectly, hire or solicit, or cause others
to hire or solicit, for employment by any person other than the Company or
any affiliate or successor thereof, any employee of, or person employed
within the two years preceding the Executive's hiring or solicitation of such
person by, the Company and its affiliates or successors or encourage any
such employee to leave his employment. For this purpose, any person whose
employment has been terminated involuntarily by the Company (or any
predecessor of the Company) shall be excluded from those persons protected by
this Section 3.1(c) for the benefit of the Company.
(4) BUSINESS RELATIONSHIP During the Restricted
Period, the Executive shall not, directly or indirectly, request or advise a
person that has a business relationship with the Company to curtail or cancel
such person's business relationship with the Company.
3.2 RIGHTS AND REMEDIES UPON BREACH If the Executive
breaches, or threatens to commit a breach of, any of the provisions contained
in Section 3.1 of this Agreement (the "Restrictive Covenants"), the Company
shall have the rights and remedies set out in (a) to (c) below, each of which
rights and remedies shall be independent of the others and severally
enforceable, and each of which is in addition to, and not in lieu of, any
other rights and remedies available to the Company under law or in equity.
(1) SPECIFIC PERFORMANCE The right and remedy to have
the Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the Company and that
money damages would not provide an adequate remedy to the Company.
(2) ACCOUNTING The right and remedy to require the
Executive to account for and pay over to the Company all compensation,
profits, monies, accruals, increments or other benefits derived or received
by the Executive as the result of any action constituting a breach of
Restrictive Covenants.
(3) SEVERABILITY OF COVENANTS The Executive
acknowledges and agrees that the Restrictive Covenants are reasonable and
valid in duration and geographical scope and in all other respects. If any
court determines that any of the Restrictive Covenants, or any part thereof,
is invalid or unenforceable, the remainder of the Restrictive Covenants shall
not thereby be affected and shall be given full effect without regard to the
invalid portions.
4 TERMINATION
4.1 TERMINATION BY THE COMPANY FOR CAUSE The Company
may terminate the Executive's employment hereunder for Cause (as defined
below) as provided in this Section 4.1. If the Company terminates the
Executive's employment hereunder for Cause, the Executive shall be entitled
to:
(1) Base Salary at the rate in effect (as provided for
by Section 2.1 of this Agreement) at the time of such termination through to
the Date of Termination;
(2) any Annual Bonus earned but not yet paid as of the
Date of Termination;
(3) any accrued vacation pay;
(4) reimbursement for expenses incurred, but not yet
paid prior to the Date of Termination; and
(5) any other compensation and benefits, including
deferred compensation, as may be provided in accordance with the terms and
provisions of any applicable plans and programs of the Company through to the
Date of Termination.
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In any case described in this Section 4.1, the Executive
shall be given written notice authorized by a vote of at least a majority of
the members of the Board that the Company intends to terminate the
Executive's employment for Cause. Such written notice shall specify the
particular act or acts, or failure to act, which is or are the basis for the
decision to so terminate the Executive's employment for Cause. The Executive
shall be given the opportunity within 30 calendar days of the receipt of such
notice to meet with the Board to defend such act or acts, or failure to act,
and the Executive shall be given 15 business days after such meeting to
correct such act or failure to act. Upon failure of the Executive, within
such latter 15 day period, to correct such act or failure to act, the
Executive's employment by the Company may be immediately terminated for Cause
by summary written notice from the Company to the Executive. Anything herein
to the contrary notwithstanding, if, following a termination of the
Executive's employment by the Company for Cause based upon the conviction of
the Executive for a felony involving actual dishonesty as against the
Company, such conviction is overturned on appeal, the Executive shall be
entitled to the payments and the economic equivalent of the benefits that the
Executive would have received as a result of a termination of the Executive's
employment by the Company Without Cause.
For purposes of this Section 4.1, "Cause" means (a) the
Executive is convicted of a felony involving actual dishonesty as against the
Company, or (b) the Executive, in carrying out his duties and
responsibilities under this Agreement, voluntarily engages in conduct which
is demonstrably and materially injurious to the Company, monetarily or
otherwise, unless such act, or failure to act, was believed by the Executive
in good faith to be in the best interests of the Company.
4.2 TERMINATION OTHER THAN FOR CAUSE The Company and
the Executive may terminate the Executive's employment hereunder upon the
expiry of 30 days prior written notice to be given by each party to the
other. If the Executive's employment is terminated pursuant to this clause
4.2 then the Executive shall be entitled to:
(1) any Base Salary accrued or Annual Bonus earned but
not yet paid as of the Date of Termination;
(2) keep any computer and/or software provided to the
Executive by the Company for home or travel use for no consideration provided
that any Confidential Information shall first be deleted therefrom by and to
the satisfaction of the Company;
(3) any accrued vacation pay;
(4) reimbursement for expenses incurred, but not paid
prior to such termination of employment; and
(5) any other compensation and benefits, including
deferred compensation, as may be provided through to the Date of Termination
in accordance with the terms and provisions of any applicable plans or
programs of the Company (including, but not limited to, those plans described
in Section 2).
4.3 RESIGNATION FROM OFFICES ON TERMINATION Upon
termination of the Executive's employment for whatever reason or at the
election of the Board or upon either party hereto giving notice to terminate
the Executive's employment the Executive shall upon the request of the Board
resign forthwith without claim for compensation (but without prejudice to any
claim he may have for damages for breach of this agreement) from any, and
all, offices he may hold as a director of the Company or in any other
capacity with any person as the Company's nominee. Should the Executive fail
to resign from his offices and all of them as required under this clause 4.3
the Company is hereby irrevocably authorised by the Executive to appoint some
person in his name and on his behalf TO execute any such documents and do all
such things requisite to effect such resignations by the Executive.
4.4 DATE OF TERMINATION For purposes of this
Agreement, "Date of Termination" shall mean the date on which Executive's
employment with the Company shall terminate for any reason.
5 INDEMNIFICATION Contemporaneously herewith, the Company and
the Executive shall execute an indemnification agreement which, by its terms,
shall indemnify the Executive to the fullest extent permitted by applicable
law and by the Company's certification of incorporation and by-laws. Such
indemnification agreement shall contain terms no less favourable to the
Executive than the terms of any other indemnification agreement provided to
any other senior officer of the Company.
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6 OTHER PROVISIONS
6.1 NOTICES Any notice or other communication required
or permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid. Any such notice shall be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, on the date of actual receipt thereof, as follows:
(1) If to the Company to:
Simon Global Limited
HQ Business Centres
00 Xx. Xxxxx' Xxxxxx
Office Number 2-12 and 0-00
Xxxxxx XX0X 0XX Xxxxxxx
With a copy to:
Simon Property Group, Inc.
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Chief Executive Officer
(2) If to the Executive, to:
Xx. Xxxx X. Xxxxxxx
0 Xxxxxxx Xxxxxx
Xxxxxx XX0 Xxxxxxx
Any party may change its address for notice
hereunder by notice to the other party hereto.
6.2 ENTIRE AGREEMENT; PRIOR AGREEMENTS This Agreement,
including the attached Schedules which are a part hereof for all purposes,
contains the entire agreement and understanding between the parties with
respect to the subject matter hereof. As of the Effective Date, this
Agreement shall supersede all prior employment and severance agreements
between the Company (or its predecessors) and the Executive, it being
understood, however, that this Agreement shall not supersede the Employment
Agreement (or any amendments thereto).
6.3 GOVERNING LAW This Agreement shall be governed and
construed in accordance with the laws of the State of New York.
6.4 ASSIGNMENT The obligations of the Executive
hereunder are personal and may not be assigned or delegated by him or
transferred in any manner whatsoever, nor are such obligations subject to
involuntary alienation, assignment or transfer. The Company shall have the
right to assign this Agreement and to delegate all rights, duties and
obligations hereunder, either in whole or in part, to any parent, affiliate,
successor or subsidiary organization or company of the Company, so long as
the obligations of the Company under this Agreement remain the obligations of
the Company, PROVIDED, that the Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company, by
agreement in form and substance reasonably acceptable to the Executive, to
assume expressly and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no
such succession had taken place.
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7 RESOLUTION OF DISPUTES
7.1 NEGOTIATION The parties shall attempt in good
faith to resolve any dispute arising out of or relating to this Agreement
promptly by negotiations between the Executive and an executive officer of
the Company who has authority to settle the controversy. Any party may give
the other party written notice of any dispute not resolved in the normal
course of business. Within 10 days after the effective date of such notice,
the Executive and an executive officer of the Company shall meet at a
mutually acceptable time and place within the New York City metropolitan
area, and thereafter as often as they reasonably deem necessary, to exchange
relevant information and to attempt to resolve the dispute. If the matter has
not been resolved within 30 days of the disputing party's notice, or if the
parties fail to meet within 10 days, either party may initiate arbitration of
the controversy or claim as provided hereinafter. If a negotiator intends to
be accompanied at a meeting by an attorney, the other negotiator shall be
given at least three business days' notice of such intention and may also be
accompanied by an attorney. All negotiations pursuant to this Section 7.1
shall be treated as compromise and settlement negotiations for the purposes
of the federal and state rules of evidence and procedure.
7.2 ARBITRATION Any dispute arising out of or relating
to this Agreement or the breach, termination or validity thereof, which has
not been resolved by nonbinding means as provided in Section 7.1 within 60
days of the initiation of such procedure, shall be finally settled by
arbitration conducted expeditiously in New York City, New York in accordance
with the Centre for Public Resources, Inc. ("CPR") Rules for Non-Administered
Arbitration of Business Disputes by three independent and impartial
arbitrators, of whom each party shall appoint one, provided that if one party
has requested the other to participate in a non-binding procedure and the
other has failed to participate, the requesting party may initiate
arbitration before the expiration of such period. Any such party shall be
appointed from the CPR Panels of Neutrals. The arbitration shall be governed
by the United States Arbitration Act and any judgment upon the award decided
upon the arbitrators may be entered by any court having jurisdiction thereof.
The arbitrators are not empowered to award damages in excess of compensatory
damages and each party hereby irrevocably waives any damages in excess of
compensatory damages. Each party hereby acknowledges that compensatory
damages include (without limitation) any benefit or right of indemnification
given by one party to the other under this Agreement.
7.3 EXPENSES The Company shall promptly pay or
reimburse the Executive for all costs and expenses, including, without
limitation, court or arbitration costs and attorneys' and accountants' fees
and disbursements incurred by the Executive as a result of any claim, action
or proceeding (including, without limitation, a claim, action or proceeding
by the Executive against the Company) arising out of, or challenging the
validity or enforceability of, this Agreement or any provision hereof or any
other agreement or entitlement referred to herein.
8 SUCCESSORS This Agreement shall be binding upon and inure
to the benefit of the Executive and his heirs, executors, administrators and
legal representatives. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns.
9 AMENDMENT This Agreement may be amended or modified only by
an agreement in writing executed by all of the parties hereto.
10 BENEFICIARIES/REFERENCES The Executive shall be entitled to
select (and change) a beneficiary or beneficiaries to receive any
compensation or benefit payable hereunder following the Executive's death,
and may change such election, in either case by giving the Company written
notice thereof. In the event of the Executive's death or a judicial
determination of his incompetence, reference in this Agreement to the
Executive shall be deemed, where appropriate, to refer to his
beneficiary(ies), estate or other legal representative(s), as the case may be.
11 REPRESENTATION The Company represents and warrants that it
is fully authorized and empowered to enter into this Agreement and that the
performance of its obligations under this Agreement will not violate any
agreement between the Company and any other person, firm or organization or
any applicable laws or regulations.
12 SURVIVORSHIP The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement or the
Executive's employment hereunder to the extent necessary to the intended
preservation of such rights and obligations.
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IN WITNESS WHEREOF, the parties have executed this Agreement
effective for all purposes as of the date first above written.
For and on behalf of SIMON GLOBAL LIMITED
By: /s/ Xxxxx Xxxxx
--------------------------
Xxxxx Xxxxx, Director
By: /s/ Xxxxx. X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx, Secretary
/s/ Xxxx X. Xxxxxxx
--------------------------
XXXX X. XXXXXXX
In the presence of: /s/ Xxx X. Xxxxxx
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SCHEDULE I
DIRECTORSHIPS
Xxxxxx Xxxx Investment Management, Inc.
Xxxxxxxxx Land Company
Cornerstone Properties Inc.
Corporate Realty Investment Capital
Dreyfus California Tax Exempt Money Market Fund, Inc.
Dreyfus Insured Municipal Bond Fund, Inc.
Dreyfus New Leaders Fund, Inc.
Dreyfus Strategic Municipals, Inc.
Dreyfus Strategic Municipal Bond Fund, Inc.
Dreyfus Municipal Bond Fund, Inc.
Dreyfus Municipal Money Market Fund, Inc.
The International Investor Advisory Board
Mezzanine Lending Associates Advisory Board
Nassau Capital Advisory Board
Destination Europe, Limited
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