Exhibit 10.10
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") is entered
into between Pennsylvania Real Estate Investment Trust, a Pennsylvania business
trust ("Company"), and Xxxxxxx X. Xxxx ("Executive"), effective as of January 1,
2004.
BACKGROUND
Executive is currently Executive Vice President- Acquisitions and
Secretary of Company. Executive and Company are party to an Amended and Restated
Employment Agreement, dated as of March 22, 2002 (the "Employment Agreement"),
which sets forth the terms and conditions of Executive's employment with
Company. Executive and Company wish to amend the terms of the Employment
Agreement as set forth herein, and hereafter, references to the "Employment
Agreement," "Agreement," "herein," or words of like import in the Employment
Agreement shall refer to the Employment Agreement as amended hereby or by any
written subsequent amendment thereto.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. All capitalized terms used herein and not defined herein shall have
the respective meanings assigned to them in the Employment Agreement.
2. Section 2.1 of the Employment Agreement is amended to read, in its
entirety, as follows:
"2.1 Term. The initial term of Executive's employment hereunder shall
begin on the date hereof and last until December 31, 2006 (the "Expiration
Date"), unless sooner terminated in accordance with the other provisions hereof.
Except as hereinafter provided, on the Expiration Date and on each subsequent
anniversary thereof, the Term (as hereinafter defined) shall be automatically
extended for one year unless either party shall have given to the other party
notice of non-renewal of this Agreement at least 120 days prior to the
expiration of the Term. The initial term of employment hereunder and each Term
as extended is a "Term." If a non-renewal notice is given as provided above,
Executive's employment under this Agreement shall terminate on the last day of
the Term."
3. Section 4.3(a) of the Employment Agreement is amended to read, in
its entirety, as follows:
"(a) (i) fraud in connection with Executive's employment, (ii) theft,
misappropriation or embezzlement of funds of Company or any of its Affiliates,
or (iii) an act resulting in termination pursuant to the provisions of the Code
of Conduct (as defined in Section 6.15);"
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4. Section 4.4(b) of the Employment Agreement is amended to add a new
subsection (iv) that reads, in its entirety, as follows:
"(iv) Company shall amend, modify or repeal Paragraph 14 of its Trust
Agreement or Article 5 of its By-Laws, each as currently in effect, if the
effect of such amendment, modification or repeal would be to alter, to the
detriment of Executive, the rights of Executive to indemnification or advance of
expenses based on an act or failure to act that took place during Executive's
employment hereunder."
5. Subsection (i) of Section 4.4(c) of the Employment Agreement is
amended to read, in its entirety, as follows:
"(i) an unconditional release by Executive of all claims, charges,
complaints and grievances, whether known or unknown to Executive, against
Company and any Affiliate (including, with respect to matters relating to his
employment hereunder, any trustee, officer, employee or agent of Company or any
Affiliate) through the date of Executive's termination of employment;"
6. Section 4.4(d) of the Employment Agreement is amended to read, in
its entirety, as follows:
"If Executive's employment is terminated by Executive for Good Reason
within six months before or 12 months after a Change of Control of Company,
Section 4.5 hereof shall govern the rights and obligations of the parties and
this Section 4.4 shall be of no effect."
7. The initial clause of Section 4.5(a) of the Employment Agreement is
amended to read, in its entirety, as follows:
"If, during a Term, there should be a Change of Control (as defined
herein), and within six months before such Change of Control or 12 months
thereafter either (1) Executive's employment shall be terminated by Company for
any reason other than for death, disability, or Cause or (2) Executive's
employment is terminated by Executive for Good Reason:"
8. The last sentence of Section 4.5(c) is deleted in its entirety and
replaced with the following:
"In the event Company determines such a reduction is necessary, it
shall promptly notify Executive of the amount of the required reduction.
Executive shall have the right to request, in writing, within ten days after
receipt of Company's notice to him, that the reduction be effected through
either a reduction in restricted shares that would otherwise vest and/or changes
in cash payments, or any combination thereof, provided, however, that, in the
event Executive does not deliver such request to Company within such ten day
period, then, to the fullest extent possible, such reduction shall first be
effected through a reduction in the number of restricted shares that would
otherwise vest and thereafter by cash payments being reduced to the extent of
the balance."
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9. The first sentence of Section 4.5(d)(2) of the Employment Agreement
is amended to insert "or by a majority of the members of a committee authorized
by the Incumbent Board to approve such appointment, election, or nomination"
immediately after the words "Incumbent Board" and immediately prior to the
parenthetical that begins "(other than an appointment".
10. Section 6.11 of the Employment Agreement is amended to read, in its
entirety, as follows:
"6.11 DELEGATION. Any action hereunder that may be taken or directed by
the Board or by the Committee may be delegated by (a) the Board to a committee
of the Board or to an individual trustee or officer, or (b) the Committee to one
or more members of the Committee or officers, and the determination of any such
delegee or delegees shall have the same effect hereunder as a determination of
the Board or the Committee, as applicable."
11. The Employment Agreement is amended to include a new Section 6.15,
which reads, in its entirety, as follows:
"6.15 CODE OF BUSINESS CONDUCT. Executive acknowledges that he is and
shall be subject to the provisions of the Company's Code of Business Conduct and
Ethics for Employees and Officers (as modified, amended or supplemented from
time to time, the "Code of Conduct"), including, without limitation, the
enforcement provisions set forth in the Code of Conduct. Executive agrees to
comply with the provisions of the Code of Conduct."
12. Effective as of January 1, 2004, Executive's Base Salary under the
Employment Agreement shall be $230,000.
13. Except as amended hereby, all terms and conditions as set forth in
the Employment Agreement shall remain in full force and effect.
14. Company agrees to pay all reasonable legal fees and expenses that
Executive has incurred in the preparation and negotiation of this Amendment.
15. This Amendment may be executed in a number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, Executive and Company have caused this Amendment to
be executed as of the date first above written on this 28th day of July, 2004.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice Chairman
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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