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Exhibit 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of _______,
2000, is entered into between American Spectrum Realty, Inc., a Maryland
corporation (the "Company"), and Xxxxx Xxxxxxx ("Executive").
Recitals
A. The Company is a corporation intended to be qualified and to
operate as a real estate investment trust under the Internal Revenue Code of
1986, as amended.
B. The Company wishes to employ Executive and Executive wishes to be
employed by the Company, on the terms and conditions set forth below.
THEREFORE, the parties agree as follows:
1. Employment Duties. During the Term (as defined in paragraph 2
below), the Company will initially employ Executive as its Chief Operating
Officer and Senior Vice President. Executive will devote substantially all
of his business time and attention to the performance of his duties under
this Agreement. Executive shall have the duties, rights and responsibilities
normally associated with his position with the Company, together with such
other reasonable duties relating to the operation of the business of the
Company and its affiliates as may be assigned to him from time to time by the
President or Chief Executive Officer of the Company or by the Board of
Directors. If the Company shall so request, Executive shall act as an
officer and/or director of any of the subsidiaries of the Company as they may
now exist or may be established by the Company in the future without any
compensation other than that provided for in paragraph 3.
2. Term. The term of Executive's employment under this Agreement
(the "Term") will begin on the date of this Agreement and will continue,
subject to the termination provisions set forth in paragraph 5 below, until
the third anniversary of the date hereof; provided that this Agreement will
automatically renew for additional one-year periods unless either party gives
written notice to the other not to extend the Term not less than 90 days
prior to the then next upcoming expiration date.
3. Salary and Bonus.
a. Salary. During each year of the Term, Executive will receive a
salary at the initial annual rate of $200,000 (the "Base Salary"). The Base
Salary will be adjusted for each completed property purchase and the revised
Base Salary will be paid beginning with the first pay period following a
property acquisition that increases the cost for the Company's real property
above the thresholds as follows:
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Property Cost Annualized Compensation
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Over $400 million but less that $500 million $266,000
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Over $500 million but less than $600 million $333,000
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Over $600 million but less than $750 million $$400,000
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Over $750 million $500,000
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b. Bonus. In addition to the Base Salary, the Executive shall be
entitled to an annual incentive bonus payable within 120 days after the end
of each year ended December 31 in an amount which shall be determined in the
sole discretion of the Board of Directors taking into account such factors
concerning the performance of the Company and Executive and Executive's
overall compensation level as shall be determined by the Board of Directors.
The amount of the incentive bonus shall be determined in the sole discretion
of the Board of Directors and Executive shall not be entitled to any
incentive bonus unless and until such incentive bonus is approved by the
Board of Directors.
4. Fringe Benefits. In addition to the other compensation payable
pursuant to this Agreement, during the Term:
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a. Standard Benefits. Executive will be entitled to receive such
fringe benefits and perquisites, including medical and life insurance, as are
generally made available from time to time to senior management employees and
Executives of the Company and to participate in any pension, profit-sharing,
stock option or similar plan or program established from time to time by the
Company for the benefit of its senior management employees. The Company shall
also reimburse Executive for the cost of long term disability insurance not
to exceed $4,500 per year.
b. Vacation and Sick Leave. Executive will be entitled to such
periods of paid vacation (not less than three weeks per year) and sick leave
allowance each year that are consistent with the Company's vacation and sick
leave policy for senior management.
c. Business Expenses. The Company will pay or reimburse Executive
for all business-related expenses incurred by Executive in the course of his
performance of duties under this Agreement, subject to the procedures
established by the Company from time to time with respect to incurrence,
substantiation, reasonableness and approval.
d. Stock Options. Executive shall be entitled to participate in
employee stock plans from time to time established for the benefit of
employees of the Company in accordance with the terms and conditions of such
plans. Simultaneously with the closing of the consolidation of the Company,
Executive shall receive (i) pursuant to and subject to the Company's 2000
Incentive Plan (the "Plan"), a grant of 50,000 stock options, which options
shall be 25% exercisable on the date of grant and the balance of which become
exercisable subject to Executive's continuing to be employed by the Company
on the applicable dates, in three nearly equal installments on the first,
second and third anniversary of the grant. The options shall be granted (i)
50% on the closing of the consolidation pursuant to the Company's
Registration Statement on Form S-4 at an option exercise price of $15.00 per
share and 50% on the six- month anniversary of such Closing at an option
exercise price equal to the fair market value on the date of grant.
Executive has previously received a grant of 35,000 shares of restricted
stock pursuant to the Plan which shares shall be subject to repurchase by the
Company on termination of Executive's employment for a price of $.01 per
share, which repurchase option shall lapse 25% on the date of issuance and
25% on each of the first, second and third anniversary of the date of
grant. Notwithstanding the foregoing, stock options granted to Executive
shall become exercisable and repurchase restrictions on stock grants shall
lapse in full upon (i) a Change of Control of the Company (as defined herein)
or (ii) Executive's termination of employment by Executive with Good Reason
or by the Company without Cause, and Executive shall have one (1) year from
such termination, or remaining term of the option, if earlier, to exercise
such options.
5. Termination of Employment.
a. Death and Disability. Executive's employment under this
Agreement will terminate immediately upon his death and upon 30 days' prior
written notice given by the Company in the event Executive is determined to
be "permanently disabled" (as defined below).
b. For Cause. The Company may terminate Executive's employment
under this Agreement for "Cause" (as defined below), upon providing Executive
30 days' prior written notice of termination, which notice will describe in
detail the basis of such termination and will become effective on the 30th
day after Executive's receipt thereof unless Executive (i) cures the alleged
violation or other circumstance which was the basis of such termination
within such 30-day notice period or (ii) sends, within such 30-day notice
period, written notice to the Board disputing in good faith the existence of
Cause and requesting arbitration of such dispute pursuant to paragraph 9
below. During the pendency of the arbitration, Executive will continue to
receive all compensation and benefits to which he is entitled hereunder. If
the Company is not successful in obtaining a determination by the arbitrators
that there was Cause for termination, the Company will pay Executive's
reasonable expenses, including, without limitation, reasonable attorneys'
fees and disbursements, in connection with such dispute resolution and
Executive may elect to terminate his employment and shall receive the
payments and benefits set forth in paragraph 6(b) as if his employment were
terminated without Cause.
c. For Good Reason. Executive may terminate his employment under
this Agreement for "Good Reason" (as defined below) upon providing the
Company 30 days' prior written notice of termination, which notice will
detail the basis of such termination and will become effective on the 30th
day after the Company's receipt thereof, unless the Company cures the alleged
violation or other circumstance which was the basis of such termination
within such 30-day notice period; provided that any termination pursuant to
(d)(iii)(C) of the definition of Good Reason shall be made by notice given
not more than 60 days after the effective date of the Change of Control (as
defined below).
d. Definitions. For purposes of this Agreement:
(i) Executive will be deemed "permanently disabled" if he
becomes unable to discharge his normal duties as contemplated
under this Agreement for more than six consecutive months as a
result of incapacity due to mental or physical illness as
determined by a physician acceptable to Executive and the Company
and paid by the Company, whose determination will be final and
binding. If Executive and the Company are unable to agree on a
physician, Executive and the Company will each choose one
physician who will mutually choose the third physician, whose
determination will be final and binding.
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(ii) "Cause" means either (A) a breach by Executive of any
material provisions of this Agreement, but only if, after notice
provided in subparagraph (b) above, Executive fails to cure such
breach; (B) action by Executive constituting willful misconduct
or gross negligence in connection with performing his duties
hereunder; (C) an act of fraud, misappropriation of funds or
embezzlement by Executive in connection with his employment
hereunder; or (D) Executive is convicted of, pleads guilty to or
confesses to any felony.
(iii) "Good Reason" means the occurrence of any of the
following, without the prior written consent of Executive: (A) a
breach by the Company of any of its material obligations under
this Agreement, but only if after expiration of the 30-day notice
period provided in subparagraph (c) above, the Company fails to
cure such breach or (B) change of location of Company's offices
where Executive is currently employed to a location more than 30
miles from such location or (C) a Change of Control. [For Xxxxxxx
and Mizrahi agreements only: or (D) if Executive ceases to report
to Xxxxxxx X. Xxxxxx in connection with the services under their
Agreement.]
(iv) "Change of Control" means the occurrence of:
(a) An acquisition (other than directly from the Company)
of any voting securities of the Company (the "Voting Securities") by
any "Person" (as the term person is used for purposes of Section 13(d)
or 14(d) of the Exchange Act) immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of thirty percent (30%) or more of the
combined voting power of the Company's then outstanding Voting
Securities; provided, however, in determining whether a Change in
Control has occurred, Voting Securities which are acquired in a
"Non-Control Acquisition" (as hereinafter defined) shall not constitute
an acquisition which would cause a Change in Control. A "Non-Control
Acquisition" shall mean an acquisition by (a) an employee benefit plan
(or a trust forming a part thereof) maintained by (i) the Company or
(ii) any corporation or other Person of which a majority of its voting
power or its voting equity securities or equity interest is owned,
directly or indirectly, by the Company (for purposes of this
definition, a "Subsidiary"), (b) the Company or its Subsidiaries, (iii)
any corporation or other Person the majority of its voting power or its
voting equity securities is owned, directly or indirectly, by Xxxxxxx
X. Xxxxxx or Xxxx Xxxxxxx or (iv) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined).
(b) The individuals who, as of the date of this
Agreement, are members of the Board (the "Incumbent Board"), cease for
any reason to constitute at least two-thirds of the members of the
Board; provided, however, that if the election, or nomination for
election by the Company's common stockholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such
new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no
individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated
under the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended to avoid
or settle any Election Contest or Proxy Contest; or
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(c) Approval by stockholders of the Company of:
(i) A merger, consolidation or reorganization involving
the Company, unless such merger, consolidation or reorganization
is a "Non-Control Transaction" a "Non-Control Transaction" shall
mean a merger, consolidation or reorganization of the Company
where:
(A) the stockholders of the Company,
immediately before such merger, consolidation or
reorganization, own, directly or indirectly immediately
following such merger, consolidation or reorganization, at
least fifty percent (50%) of the combined voting power of
the outstanding voting securities of the corporation
resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in
substantially the same proportion as their ownership of the
Voting Securities immediately before such merger,
consolidation or reorganization,
(B) the individuals who were members of the
Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the
members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or
indirectly owning a majority of the Voting Securities of
the Surviving Corporation, and
(C) no Person other than (i) the Company,
(ii) any Subsidiary, (iii) any employee benefit plan (or
any trust forming a part thereof) maintained by the
Company, the Surviving Corporation, or any Subsidiary, or
(iv) any Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership of
thirty percent (30%) or more of the then outstanding Voting
Securities has Beneficial Ownership of thirty percent
(30%) or more of the combined voting power of the Surviving
Corporation's then outstanding voting securities.
(ii) A complete liquidation or dissolution of the
Company; or
(iii) The sale or other disposition of all or
substantially all of the assets of the Company to any Person
(other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the then
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting
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Securities outstanding, increases the proportional number of shares Beneficially
Owned by the Subject Persons, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of
Voting Securities by the Company, and after such share acquisition by the
Company, the Subject Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur. such Shares are listed or admitted to trading, or, if such Shares
are not so listed or admitted to trading, the arithmetic mean of the per Share
closing bid price and per Share closing asked price on such date as quoted on
the National Association of Securities Dealers Automated Quotation System or
such other market in which such prices are regularly quoted, or, if there have
been no published bid or asked quotations with respect to Shares on such date,
the Fair Market Value shall be the value established by the Board in good faith
and, in the case of an Incentive Stock Option, in accordance with Section 422 of
the Code.
6. Benefits upon Termination.
a. Termination with Cause or Resignation. Upon termination of
Executive's employment by the Company for Cause or a voluntary resignation by
Executive (other than for Good Reason pursuant to paragraph 5(c) above)
during the Term, the Company will remain obligated to pay Executive only the
unpaid portion of his Base Salary and benefits to the extent accrued through
the effective date of termination. Any amount due under this subparagraph
will be payable within 30 days after the date of termination. In addition to
whatever other rights or remedies the Company may have at law or in equity,
all stock options held by Executive, whether vested or unvested as of the
date of termination, shall immediately expire on the date of termination and
all unvested stock-based grants shall immediately expire.
b. Termination without Cause or for Good Reason. The Company shall
also have the right to terminate Executives' employment without Cause. Upon
termination of Executive's employment (x) by the Company without Cause or (y)
by Executive for Good Reason, Executive will be entitled to the benefits
provided below, subject to signing by Executive of a general release of
claims in a form satisfactory to the Company:
(i) the Company will pay as severance pay to Executive, in
monthly installments over a twelve-month period, an amount (the
"Severance Amount") equal to two times Executive's Base Salary
and bonus for the immediately preceding calendar year or current
year if the termination is in the first calendar year of
employment (which shall be annualized if the applicable calendar
year is less than a full year) unless the termination is covered
by subsection (ii) below;
(ii) the Company will pay as severance pay to Executive in
a lump sum paid within 10 days of Executive's notice an amount
equal to [2.99] times Executive's base salary and bonus for the
immediately preceding calendar year or current year if the
termination is in the first calendar year of employment (which
shall be annualized if the applicable calendar year is less than
a full calendar year) if the termination is pursuant to
(d)(iii)(C) of the definition of Good Reason; and
(iii) subject to Executive making a valid election to
continue medical coverage under the Company's group health plan,
the Company will pay Executive's COBRA premium for the shorter of
(x) 12 months following Executive's termination of employment or
(y) the end of the COBRA continuation period.
c. Termination Upon Death or Permanent Disability. Upon termination
of Executive's employment upon Executive's death or permanent disability,
Executive or Executive's estate will be entitled to the benefits provided
below, subject to signing by Executive or Executive's estate of a general
release of claims in a form satisfactory to the Company:
(i) the Company will pay as severance pay to Executive or
Executive's estate, in monthly installments over a twelve-month
period, an amount equal to the Executive's Base Salary as in
effect on the date of termination of employment; and
(ii) subject to Executive making a valid election to
continue medical coverage under the Company's group health plan,
the Company will pay Executive's COBRA premium for the shorter of
(x) 12 months following Executive's termination of employment or
(y) the end of the COBRA continuation period.
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c. No Mitigation. Executive will not be required to mitigate the
amount of any payment provided for in this paragraph 6 by seeking other
employment or otherwise, nor will the amount of any payment or benefit
provided for in this paragraph 6 be reduced by any compensation earned by him
as the result of employment by another employer or by retirement benefits
after the date of termination, or otherwise.
d. Expiration of this Agreement. In the event the Term of this
Agreement expires without having otherwise been previously terminated
pursuant to paragraph 5 above or by the Company without Cause, Executive will
not be entitled to any severance compensation whatsoever under this paragraph
6.
7. No Solicitation; Confidentiality; Competition; Cooperation
1. During the Restricted Period (defined below), neither Executive nor any
Executive-Controlled Person (defined below) will, without the prior written
consent of the Board, directly or indirectly solicit for employment, employ in
any capacity or make an unsolicited recommendation to any other person that it
employ or solicit for employment any person who is or was, at any time during
the Restricted Period, an officer, executive or employee of the Company or of
any of its affiliates. As used in this Agreement, the term "Executive-Controlled
Person" shall mean any company, partnership, firm or other entity as to which
Executive possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such entity, whether through the
ownership of voting securities, by contract or otherwise.
2. Executive acknowledges that, through his status as [TITLE] of the
Company, he has, and will have, possession of important, confidential
information and knowledge as to the business of the Company and its affiliates,
including, but not limited to, knowledge of marketing and operating strategies,
acquisition, leasing and other agreements, financial results and projections,
future plans, the provisions of other important contracts entered into by the
Company and its affiliates, possible acquisitions and similar information.
Executive agrees that all such knowledge and information constitutes a vital
part of the business of the Company and its affiliates and is by its nature
trade secrets and confidential information proprietary to the Company and its
affiliates (collectively, "Confidential Information"). Executive agrees that he
shall not, so long as the Company remains in existence, divulge, communicate,
furnish or make accessible (whether orally or in writing or in books, articles
or any other medium) to any individual, firm, partnership or corporation, any
knowledge or information with respect to Confidential Information directly or
indirectly useful in any aspect of the business of the Company or any of its
affiliates.
3. All memoranda, notes, notebooks, lists, records and other documents or
papers (and all copies thereof), including such items stored in computer
memories, portable computers and the like, on microfiche, disk or by any other
means, made or compiled by or on behalf of Executive or made available to him
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relating to the Company are and shall be the Company's property and shall be
delivered to the Company promptly upon the termination of Executive's employment
with the Company or at any other time on request and such information shall be
held confidential by Executive after the termination of his employment with the
Company.
4. During the Non-Competition Period, neither Executive nor any
Executive-Controlled Person will (i) render any services, directly or
indirectly, as an employee, officer, consultant or in any other capacity, to any
individual, firm, corporation or partnership engaged in the acquisition,
development, renovation or ownership of any office, office/warehouse,
industrial, warehouse or apartment properties located in the Restricted Area,
and (ii) engage in any active or passive investment in or reasonably relating to
the acquisition, development, renovation, or ownership of office,
office/warehouse, industrial, warehouse or apartment properties located in the
Restricted Area (such activities described in clauses (i) and (ii) being herein
called the "Company Business"). During the Non-Competition Period, Executive
shall not, without the prior written consent of the Company, hold an equity
interest in any firm, partnership or corporation which competes with Company
Business, except that beneficial ownership by Executive (including ownership by
any one or more members of his immediate family and any entity under his direct
or indirect control) of less than five (5%) percent of the outstanding shares of
capital stock of any corporation which may be engaged in any of the same lines
of business as Company Business, if such stock is listed on a national
securities exchange or publicly traded in the over-the-counter market, shall not
constitute a breach of the covenants contained in this paragraph 7.
5. (i) As used in this Agreement, "Restricted Period" shall mean the
twelve (12) months following Executive's termination of employment for any
reason.
(ii) As used in this Agreement, "Non-Competition Period" shall
mean the twelve months following Executive's termination of employment,
unless the termination is (A) by the Company without Cause (other than at the
expiration of the Term), or (B) by the Executive for Good Reason.
(iii) As used in this Agreement "Restricted Area" shall mean any
location within 50 miles of any apartment, office, office/warehouse,
industrial or warehouse property owned by the Company.
6. Following Executive's termination of employment, Executive will
cooperate with the Company, its executives, counsel and other professional
advisors (i) to the extent reasonably possible with respect to the consummation
of matters
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that were in progress at the time of Executive's termination of employment and
(ii) with respect to any litigation or regulatory matters arising out of or
related to the business, operations, or personnel of the Company (including
participation in depositions, hearings and trials, as and if deemed necessary or
appropriate by the Company, execution of appropriate affidavits and
participation in interviews with Company counsel). The Company shall compensate
Executive on a reasonable basis for any services provided by Executive pursuant
to this paragraph 7(f).
7. The provisions contained in this paragraph 7 as to the time periods,
scope of activities, persons or entities affected, and territories restricted
shall be deemed divisible so that, if any provision contained in this paragraph
7 is determined to be invalid or unenforceable, such provisions shall be deemed
modified so as to be valid and enforceable to the full extent lawfully
permitted.
8. Executive agrees that the provisions of this paragraph 7 are reasonable
and necessary for the protection of the Company and that they may not be
adequately enforced by an action for damages and that, in the event of a breach
thereof by Executive or any Executive-Controlled Person, the Company shall be
entitled to apply for and obtain injunctive relief in any court of competent
jurisdiction to restrain the breach or threatened breach of such violation or
otherwise to enforce specifically such provisions against such violation,
without the necessity of the posting of any bond by the Company. Executive
further covenants and agrees that if he shall violate any of his covenants under
this paragraph 7, the Company shall not be obligated to make any payments or
provide any benefits provided in paragraph 6 and the Company shall be entitled
to recover any amounts previously paid pursuant to paragraph 6. Such a remedy
shall, however, not be exclusive and shall be in addition to any injunctive
relief or other legal or equitable remedy to which the Company is or may be
entitled. Accordingly, Executive agrees that he shall reimburse the Company for
any reasonable attorneys' fees and expenses that the Company might incur in
enforcing this paragraph 7 if it is judicially determined that Executive has
breached this paragraph 7.
8. Indemnification. To the full extent permitted by applicable law,
Executive shall be indemnified and held harmless by the Company against any
and all judgments, penalties, fines, amounts paid in settlement, and other
reasonable expenses (including, without limitation, reasonable attorneys'
fees and disbursements) actually incurred by Executive in connection with any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative, investigative or other) for any action or omission
in her capacity as a director, officer or employee of the Company.
Indemnification under this paragraph 8 shall be in addition to, and not in
substitution of,
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any other indemnification by the Company of its officers and directors.
9. Arbitration. The parties hereto will endeavor to resolve in good
faith any controversy, disagreement or claim arising between them, whether as
to the interpretation, performance or operation of this Agreement or any
rights or obligations hereunder. If they are unable to do so, any such
controversy, disagreement or claim will be submitted to binding arbitration,
for final resolution without appeal, by either party giving written notice to
the other of the existence of a dispute which it desires to have arbitrated.
The arbitration will be conducted in New York, New York by a single neutral
arbitrator and will be held in accordance with the rules of the American
Arbitration Association. The decision and award of the arbitrators must be
in writing and will be final and binding upon the parties hereto. Judgment
upon the award may be entered in any court having jurisdiction thereof, or
application may be made to such court for a judicial acceptance of the award
and an order of enforcement, as the case may be. The expenses of arbitration
will be borne in accordance with the determination of the arbitrator with
respect thereto, except as otherwise specified in paragraph 5(b) above.
Pending a decision by the arbitrator with respect to the dispute or
difference undergoing arbitration, all other obligations of the parties will
continue as stipulated herein, and all monies not directly involved in such
dispute or difference will be paid when due.
10. Miscellaneous.
a. Executive represents and warrants that he is not a party to any
agreement, contract or understanding, whether employment or otherwise, which
would restrict or prohibit him from undertaking or performing employment in
accordance with the terms and conditions of this Agreement.
b. The provisions of this Agreement are severable and if any one or
more provisions may be determined to be illegal or otherwise unenforceable,
in whole or in part, the remaining provisions and any partially unenforceable
provision to the extent enforceable in any jurisdiction will remain binding
and enforceable.
c. The rights and obligations of the Company under this Agreement
inure to the benefit of, and will be binding on, the Company and its
successors and permitted assigns, and the rights and obligations (other than
obligations to perform services) of Executive under this Agreement will inure
to the benefit of, and will be binding upon, Executive and his heirs,
personal representatives and permitted assigns; provided, however, Executive
shall not be entitled to assign or delegate any of his
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rights and obligations under this Agreement without the prior written consent of
the Company; provided, further, that the Company shall not have the right to
assign or delegate any of its rights or obligations under this Agreement except
to a corporation, partnership or other business entity that is, directly or
indirectly, controlled by the Company.
d. Any notice to be given under this Agreement will be personally
delivered in writing or will have been deemed duly given when received after
it is posted in the United States mail, postage prepaid, registered or
certified, return receipt requested, and if mailed to the Company, will be
addressed to its principal place of business, attention: Secretary, and if
mailed to Executive, will be addressed to him at his home address last known
on the records of the Company or at such other address or addresses as either
the Company or Executive may hereafter designate in writing to the other.
e. The failure of either party to enforce any provision or
provisions of this Agreement will not in any way be construed as a waiver of
any such provision or provisions as to any future violations thereof, nor
prevent that party thereafter from enforcing each and every other provision
of this Agreement. The rights granted the parties herein are cumulative and
the waiver of any single remedy will not constitute a waiver of such party's
right to assert all other legal remedies available to it under the
circumstances.
f. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS.
g. Captions and paragraph headings used herein are for convenience
and are not a part of this Agreement and will not be used in construing it.
IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first set forth above.
AMERICAN SPECTRUM REALTY, INC.
By:
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Name:
Title:
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Xxxxx Xxxxxxx
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