Exhibit 10.1
FIRST AMENDMENT made as of the 19th day of May, 2000 to the
Employment Agreement dated as of October 9, 1999 by and between Wilshire Real
Estate Investment Inc. and Wilshire Real Estate Partnership L.P. (together and
individually, the "Company"), and Xxxxxx X. Xxxxx (the "Executive"),
W I T N E S S E T H:
WHEREAS, the Company and the Executive have previously entered
into the Employment Agreement; and
WHEREAS, the Company and the Executive desire to amend the
Employment Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Employment Agreement is amended effective as of the
date hereof as follows:
a. Section 1 of the Employment Agreement is amended by the
deletion of the first sentence thereof and the substitution of the
following sentence in lieu thereof:
"Except for earlier termination as provided in Section 7
hereof, Executive's employment under this Agreement shall
be for a term (the "Employment Term") commencing on October
9, 1999 (the "Commencement Date") and ending on October 31,
2000."
b. Section 2(c) of the Employment Agreement is amended in its
entirety to read as follows:
"(c) During the Employment Term, Executive shall devote
substantially all of his business time ("Business Time"),
energy, skill and efforts to the performance of his duties and
responsibilities hereunder; provided, however, that Executive
shall be allowed to (i) engage in charitable activities and
(ii) manage his personal financial and legal affairs.
Executive shall perform his duties hereunder at the Company's
Portland, Oregon office (the "Portland Office") or the New
York Area Office (as defined below), at the Executive's
discretion; provided, however, that Executive shall spend at
least fifty percent (50%) of his Business Time in the Portland
Office unless otherwise agreed to in writing by the Company.
So long as the Company maintains its current Greenwich,
Connecticut office (the "New York Area Office"), the Company
shall provide Executive with private office space in such
office to be used by Executive when working from the New York
Area Office. Such office shall be provided to Executive,
beginning not later than July 1, 2000, as is, with
existing furniture, telephone and data setup and shall remain
on a month-to-month lease. Notwithstanding the foregoing,
Executive, with the Company's prior written authorization
(which authorization shall be at the sole and absolute
discretion of the Company), may move the New York Area Office
to the New York City area; provided, that, the total monthly
cost for operating such office (including, but not limited to,
rent and utilities, but excluding, Bloomberg and other similar
systems to which Executive has access to in the Portland
Office and which are readily transportable) shall not exceed
$4,000."
c. Section 4 of the Employment Agreement is amended by (i)
changing the date "September 30, 1999" where it appears in the first
sentence of subsection (a) thereof to "October 1, 2000", (ii) deleting
in their entirety, the last three sentences of the last paragraph of
subsection (a) thereof, (iii) re-designating subsections (a), (b), (c),
(d) and (e) thereof as subsections (b), (c), (d), (e) and (f) and (iv)
adding a new subsection (a) to read as follows:
"(a) 1999-2000 Bonus. For the period commencing on the
Commencement Date and ending October 31, 2000 (the "Initial
Bonus Period"), Executive shall be eligible for a bonus (the
"Initial Period Bonus") in the amount of $368,004. The Initial
Period Bonus shall be paid to Executive upon materially
achieving, to the Company's satisfaction, a majority of the
Business Goals (as defined below) during the Initial Bonus
Period. For purposes of this Agreement, "Business Goals" shall
mean the (i) reduction or elimination of the liability risk
associated with short-term, xxxx-to-market financing for those
applicable assets, (ii) sale, upgrade of the ratings or
improvement of the marketability of some or all of the
Company's mortgage-backed securities, (iii) focus on and/or
implementation of a successful resolution strategy for the
Cityscape mortgage-backed securities position, (iv) completion
and closure of the "P.O." deal, subject to acceptable
structure, (v) exploration and provision of advice to the
Company on the process of launching a collateralized bond
obligation or other form of long-term financing or take-out
strategy for the mortgage-backed securities portfolio and (vi)
demonstration of the ability to functionally work fifty
percent (50%) of the time away from the Portland Office (as a
result of being based in the New York City Office and
traveling on behalf of the Company). Notwithstanding anything
in this Section 4(a) to the contrary (i) Sections 4(b) and
4(c) hereof shall not apply to the Initial Period Bonus and
(ii) Executive shall be entitled to retain the payments made
to him in the amounts of $112,500 and $29,496."
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d. Section 5 of the Employment Agreement is amended by adding
a new subsection (d) to the end thereof to read as follows:
"(d) Upon Executive's presentation of supporting
documentation, the Company shall reimburse Executive for the
reasonable moving expenses incurred by Executive in connection
with his move to the New York area in an amount not to exceed
$20,000."
e. Section 6 of the Employment Agreement is amended in its
entirety to read as follows:
"6. Business Expenses. The Company shall also reimburse
Executive for the travel, entertainment and other business
expenses incurred by Executive in the performance of his
duties hereunder (including Executive's reasonable costs
associated with travel between the Portland Office and the New
York Area Office pursuant to Section 2(c) hereof), in
accordance with the Company's policies as in effect from time
to time."
f. Section 7(c) of the Employment Agreement is amended by
adding the words "except as otherwise provided in Section 2(c) hereof,"
to the beginning of clause (iii) thereof.
g. Clause (A)(i) of Section 8(c) of the Employment Agreement
is amended in its entirety to read as follows:
"(i)(x) if Executive's employment is terminated on or after
November 1, 2000, the Estimated Annual Bonus payable to
Executive for the Annual Period, pro rated through the end of
the month in which the Executive is terminated and (y) if the
Executive's employment is terminated prior to November 1,
2000, one hundred percent (100%) of the Initial Period Bonus."
2. As amended by this First Amendment, the Employment Agreement shall
remain in full force and effect.
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IN WITNESS WHEREOF, the Company has caused this amendment to
be executed by its duly authorized officers and the Executive has hereunto set
his hand as of the date first above written.
WILSHIRE REAL ESTATE INVESTMENT INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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