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EMPLOYMENT AGREEMENT
AGREEMENT, dated as of January 3, 2000, by and among GLIMCHER
DEVELOPMENT CORPORATION, a Delaware Corporation, with offices at 00 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx, Xxxx, 00000, ("the Company") and P. Xxxxxx Xxxxx, an
individual residing at 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000 (the "Executive").
WHEREAS, the Executive Compensation Committee of the Board of
Trustees of Glimcher Realty Trust ("Committee"), ratified and approved the
employment by Glimcher Development Corporation, an affiliate of Glimcher Realty
Trust, of the Executive pursuant to the terms and conditions of the Executed
Engagement Letter; and
WHEREAS, the Company, upon approval of the employment of
Executive by the Committee, agreed to prepare a formal written Employment
Agreement containing provisions of the Engagement Letter.
IT IS AGREED:
A. JOB COMMENCEMENT:
January 3, 2000
B. TERM OF EMPLOYMENT AGREEMENT:
1. 2 years
2. Subject to Termination Issues as set forth below
C. DUTIES:
1. Title: Senior Vice President, Director of Leasing
2. Report to Xxxxxxx Xxxxxxxx, President
3. Responsibilities: The position and Executive will be directly responsible
for the releasing of all existing properties and the leasing of future
properties within the parameters of proforma rents and allowances that
will be budgeted for on a project by project basis and to further increase
the occupancy percentage of the GLA on an ongoing basis. The position and
Executive will have direct reporting supervision of the leasing department
personnel and further train and hire additional personnel as needed. The
position and Executive will have the sole responsibility of all hiring and
terminations within the department, subject to guidelines of the Executive
Compensation Committee of Glimcher Properties Corporation and upon the
approval of the Vice President, Human Resources.
D. TERMINATION ISSUES:
1. Death or Disability: Agreement terminates upon death or total disability
2. Termination with Cause: During the term of your employment, you can only
be terminated by the Company for Cause. "Cause" means the willful failure
to perform Executive's duties with the Company or Executive's engagement
in conduct (including but in no way limited to fraud or theft) which has a
material adverse effect on the business affairs of the Company, monetarily
or otherwise. For a termination with cause, Executive shall not be
entitled to any benefits or compensation referenced in item D.3 of this
document.
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3. Termination without cause: If you are terminated without cause, the
Company shall pay Executive's base salary and bonus for a period of two
years form employment termination date. The Company shall also pay
Executive's health, life and disability insurance for a two year
severance period from employment termination date. Benefit and
compensation amounts referenced herein are not subject to mitigation.
4. Termination by Executive: If Executive voluntarily terminates your
employment for any reason, Executive shall not be entitled to any benefits
or compensation referenced in item D.3 of this document.
E. COMPENSATION:
1. Salary: Base Salary of $300,000 annual. Fixed percentage increases to be
determined annually by the Executive Compensation Committee. Additional
compensation in the amount of $60,000 will be paid in quarterly
installments of $15,000.
2. Bonus: To mutually agree upon on a system based on performance.
3. Incentive Compensation: Bonus based on achievement of certain targets
regarding Net Operating Income in connection with new projects as they
are developed such as Cincinnati and Polaris. This incentive should be
structured on the basis of maximizing income and minimizing costs. The
terms and conditions of the incentive compensation shall be equivalent to
other executives at similar levels within the Company as determined by the
Executive Compensation Committee.
4. Equity Compensation: Participation in stock options or stock grant
issues; amounts of options or shares to be determined by the Executive
Compensation Committee.
F. RETIREMENT PROGRAMS: Participation in the 401(k)
X. XXXXXXXXX BENEFIT AGREEMENTS: The Severance Benefit Agreement to which
Executive and the Company are already parties will continue in full force and
effect. This is substantially the same severance benefit agreement as
provided other senior executives which provides a lump sum payment equal to
three (3) times the Executive's total compensation. Severance benefits shall
also include acceleration of vesting of options and other benefits in the
event of change of control as contained in the current Severance Benefit
Agreements currently in effect with other senior executives. There will be no
severance benefit agreement between Executive and the Company relating to a
change in control other than that agreed to by the Executive and the Company
in writing.
H. MISCELLANEOUS BENEFITS:
1. Travel expenses
2. Temporary Housing/Relocation expenses. A one time payment of $25,000 for
miscellaneous relocation expenses payable upon commencement of employment.
The Company will also pay your moving expenses.
3. Insurance: Medical, Dental, Life and Disability, in accordance with
current Company guidelines.
4. 3 weeks vacation
5. Holidays are per Company policy as outlined in the Managers Handbook.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written,
GLIMCHER DEVELOPMENT CORPORATION
A Delaware Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx December 22, 2000
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Xxxxxxx X. Xxxxxxxx Date
President
EXECUTIVE
/s/ P. Xxxxxx Xxxxx December 22, 2000
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P. Xxxxxx Xxxxx Date
