RELEASE AGREEMENT
This Release Agreement ("Agreement") is made and entered into this 22nd day
of January, 2001 (the "Effective Date"), by and between Prime Retail, Inc., a
Maryland corporation ("Prime") and the sole general partner of Prime Retail,
L.P., a Delaware limited partnership (the "Operating Partnership"), the
Operating Partnership (Prime and the Operating Partnership are sometimes
hereinafter together referred to as the "Company"), and Xxxxxxx X. Xxxxxxx, an
individual domiciled in the State of Illinois (the "Executive").
On April 5, 2000, the Executive relinquished his responsibilities as an
executive officer of the Company and became a non-executive Chairman of the
Board of Directors of Prime. In connection therewith, the Executive now desires
to enter into this Agreement in consideration for the benefits set forth herein.
1. Consideration. In consideration for executing this Agreement and
within six (6) business days following the Revocation Period described in
Paragraph 3 hereof (which shall be January 30, 2001 if this Agreement is signed
January 22, 2001), the Executive shall receive from the Company the sum of
$389,811.80 (the "Consideration").
2. Covenant Not to Xxx/Release and Waiver. In exchange for the
Consideration, the Executive, on behalf of himself and his heirs, legatees,
personal representatives and assigns, hereby waives, releases, discharges and
covenants not to bring any actions, claims, charges, liabilities, obligations,
fees, or suits of any kind against the Company or its subsidiaries or affiliates
(including directors, officers, shareholders, employee benefit plans, trustees,
fiduciaries and agents), which he has, has had or may have through the date of
this Agreement, whether known or unknown, related solely to any claims arising
out of or relating to his employment with the Company, or his executive position
as Chairman of the Board, or his separation from such employment, including, but
not limited to, all claims under Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. xx.xx. 2000e et seq.; the Age Discrimination in Employment
Act of 1967, 29 U.S.C. xx.xx. 621 et seq.; the Fair Labor Standards Act, 29
U.S.C. xx.xx. 201 et seq.; the Americans with Disabilities Act of 1990, 42
U.S.C. xx.xx. 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C.
xx.xx. 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29
U.S.C. xx.xx. 1001 et seq.; and any other federal, state, county or local
statute, ordinance, regulation or order, and all claims under the common law in
tort, contract or otherwise. This release expressly includes all claims relating
to his employment with the Company, or his executive position as Chairman of the
Board, that could have been raised in state or federal court or with a
municipal, county, state or federal agency or entity of any kind or
jurisdiction. This release also includes all claims for attorneys' fees and any
other remedy that could have been sought in connection with any of the released
claims.
Excluded from this release are any claims that cannot be waived by law,
including but not limited to the right to file a charge with, or participate in
an investigation conducted by, certain government agencies. The Executive is
waiving, however, the right to any monetary recovery relating solely to his
employment with the Company should any agency (including, but not limited to,
the Equal Employment Opportunity Commission) pursue any claims on his behalf.
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3. Opportunity to Employ Counsel. Among the claims being released by
the Executive in Paragraph 2 are claims under the Age Discrimination in
Employment Act of 1967, as amended ("ADEA"), 29 U.S.C. ss. 621 et seq. Pursuant
to and in compliance with the Older Workers Benefit Protection Act ("OWBPA"), 29
U.S.C. ss. 626(f)(1)(H), the Executive acknowledges that: he has had sufficient
opportunity to secure the services of a privately-retained attorney of his free
choice, who is an experienced lawyer familiar with the rights waived herein;
that he understands the terms, obligations and rights being released under this
Agreement; that he has had sufficient time to consider this Agreement before
signing it; that he knows and understands the rights being waived and the terms
and consequences of his signature on this Agreement; that this Agreement has
been signed knowingly, voluntarily, in good faith, with a genuine intent to
waive the rights identified herein; and that he has not been subjected to any
duress, coercion, fraud, overreaching, exploitation or pressure to sign it. In
addition, the Executive acknowledges that he has had 21 days within which to
consult with an attorney prior to executing this Agreement, that he has been
given 7 days following his execution of the Agreement (the "Revocation Period")
to revoke this Agreement, and that this Agreement will not become final until
the Revocation Period has expired. Lastly, the Executive acknowledges that he is
not otherwise entitled to the Consideration.
The Executive may revoke the Agreement during the Revocation Period only by
delivering a written notice of revocation to: Prime Retail, Inc., 000 Xxxx Xxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: C. Xxxx Xxxxxxxxx,
Esq., General Counsel. Such notice must be received by the Company within the
Revocation Period.
4. Indemnification. The Company shall indemnify and hold harmless the
Executive to the same extent and on the same terms and conditions provided for
in the Company's articles of incorporation and bylaws in existence on the date
hereof, and to the full extent such indemnification is required or permitted to
be extended to directors, officers, employees and/or agents by Section 2418 of
the Corporations and Associations Article, Annotated Code of Maryland. In
addition, the Company shall ensure that the Executive is included as an insured
under any and all Directors and Officers Liability Insurance policies, whether
in effect now or in the future, applicable to the Company, Prime and/or the
Operating Partnership.
5. No Waiver. No failure or delay by the Executive or the Company in
enforcing or exercising any right or remedy hereunder will operate as a waiver
hereof. No modification, amendment or waiver of this Agreement nor consent to
any departure by the Executive or the Company from any of the terms or
conditions hereof, will be effective unless in writing and signed by the
Executive or an authorized officer of the Company, as appropriate. Any such
waiver or consent will be effective only in the specific instance and for the
purpose for which it was given.
6. Successors and Assigns. All provisions of this Agreement will inure
to the benefit of and be enforceable by the Executive's personal and legal
representatives, executors, administrators and heirs, and the successors and
assigns of the Company.
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7. Governing Law. This Agreement will be governed by, and construed,
interpreted and enforced in accordance with the laws of the State of Maryland,
exclusive of the conflicts of laws provisions.
PRIME RETAIL, INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX Name: XXXXX X. XXXXXXX
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
PRIME RETAIL, L.P.
By: Prime Retail, Inc., its general partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: XXXXX X. XXXXXXX
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
