AGREEMENT
This Agreement is made and is effective the 4th day of August, 1999,
between WESTERN INVESTMENT REAL ESTATE TRUST ("Company") and XXXXXXX X. XXXXX
("Executive").
The parties desire to amend certain provisions in an employment
agreement between the parties dated January 28, 1998.
The "Change of Control" section shall be amended to read as follows:
Change of Control: As of the date of the Change of Control,
any remaining balance on the stock
purchase loan will be forgiven and all
options, restricted stock and other stock
subject to vesting will vest 100%.
If, in anticipation of, or during the
12-month period following a Change of
Control, the Executive is terminated other
than for cause or resigns for "Good Reason"
(as defined below) then there shall be a
severance package to include a lump sum cash
payment equal to two (2) times the current
base annual salary and the highest cash
bonus paid during the prior two calendar
years (lump sum payment not to be less than
$800,000);
"Good Reason" is defined as any of the
following events:
A reduction in the Executive's base
annual salary, bonus opportunity or
a material reduction in benefits.
The Executive is assigned duties
inconsistent with the Executive's
position, authority, duties or
responsibilities as they existed
prior to the Change of Control.
The Executive's primary office is
relocated more than 35 miles from
its location immediately prior to
the Change of Control or the
Executive is required to travel on
company business to a substantially
greater extent than required
immediately prior to the Change of
Control.
Anything in this Agreement to the contrary
notwithstanding, a resignation by the
Executive for any reason during the 30-day
period immediately following the first
anniversary of the Change of Control shall
be deemed to be a resignation for "Good
Reason" for all purposes of this agreement.
All other terms and conditions set forth in the Agreement dated
January 28, 1998 shall remain in full force and effect.
WESTERN INVESTMENT REAL ESTATE TRUST
By: _________________________________
--------------------------
XXXXXXX X. XXXXX
By:__________________________________
