EXHIBIT 10.61
AMENDMENT TO
EMPLOYMENT AGREEMENT
AMENDMENT, dated as of February 13, 2003, by and between Vornado
Realty Trust, a Maryland real estate investment trust (the "Company") and Xxxxxx
X. Xxxx (the "Executive").
WHEREAS, the Executive and the Company entered into an employment
agreement as of January 24, 2000 (the "Employment Agreement");
WHEREAS, Section 14 of the Employment Agreement provides that the
Company and the Executive may amend the Employment Agreement at any time;
WHEREAS, the Company and the Executive deem it necessary to amend the
Employment Agreement;
NOW, THEREFORE, the parties agree that the Employment Agreement is
amended as follows, effective as of January 1, 2003:
1. Section 5(a) is amended by deleting the last sentence thereof and
substituting the following:
Employee will be eligible for grants of share options and
restricted stock on the same basis as other executive officers
of Employer of comparable seniority. For the avoidance of
doubt, the Executive hereby waives any rights to grants of
share options from Employer in fiscal years of the Employer
ending prior to January 1, 2003. The foregoing shall have no
effect on share options previously granted to the Executive by
the Employer in fiscal years ending prior to January 1, 2003.
2. Clause (a) of the first sentence of Section 8 is amended in its
entirety as follows:
(a) during the Period of Employment and the twelve (12) month
period following his termination of employment for any reason
other than pursuant to Section 7(c) hereof, Employee will not
engage in any business otherwise competitive with that of
Employer or any of its subsidiaries in the States of New
Jersey, New York, Pennsylvania, Maryland, Massachusetts and
Connecticut; provided that during the twelve (12) month period
following a termination of employment which occurs after the
expiration of the Period of Employment as a result of any
nonextension of the Period of Employment, the prohibition
contained in this clause (a) shall be limited to the Employee's
engaging in any way, directly or
indirectly, in the financing, acquisition, construction,
reconstruction, development, redevelopment or renovation of
any commercial office real estate property located within a
five block radius from the intersection of Fifty-ninth
Street and Lexington Avenue in the borough of Manhattan in
New York City, or any improvements thereon on behalf of any
public or non-public company; and
3. The first sentence of Section 7(g)(ii) is amended in its entirety
as follows:
In the event of a termination of the Period of Employment
and Employee's employment pursuant to Section 7(a) or 7(d)
hereof, Employee shall be fully vested in all share options
and restricted stock granted to the Employee by the
Employer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the first date above written.
VORNADO REALTY TRUST
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Executive Vice President
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
