Exhibit 10.21
Xxxxxxx Pacific Properties, Inc.
Phantom Shares Rescission Agreement
WHEREAS Xxxxxxx Pacific Properties, Inc., a corporation organized under
the laws of Maryland (the "Company), awarded to J. Xxxxx Xxxxxx (the
"Executive") a Phantom Shares Award as of August 1, 1999, covering the right
to receive 66,667 Phantom Shares (the "1999 Award");
WHEREAS the 1999 Award was subject to such terms and conditions as set
forth in the Phantom Shares Agreement dated as of August 1, 1999, by and
between the Company and the Executive;
WHEREAS the 1999 Award was made to reward the Executive for his
performance during 1999 as measured by the Company's financial results;
WHEREAS the Executive believes that the Company's financial results for
1999 have not been, and are not expected to be, up to the level expected at
the time the 1999 Award was granted and that had such financial performance
been foreseen, the 1999 Award may not have been made;
WHEREAS the Executive believes that in light of the foregoing it is in
the best interests of the Company and the Company's stockholders to rescind
the 1999 Award as described herein; and
WHEREAS the Company is willing to agree to such rescission;
NOW, THEREFORE, the Executive and the Company agree as follows:
1. The 1999 Award is hereby rescinded in its entirety effective as of the
date hereof.
2. The Executive acknowledges that he has no further rights to the 1999
Award, and that he has not relied on any representations by the
Company or any individual concerning the meaning of this Agreement
or any matters relating to this Agreement.
1
3. All underlying agreements representing the 1999 Award will be returned
to the Company.
Agreed to this 11th day of November, 1999 by and between the Company and
the Executive.
XXXXXXX PACIFIC PROPERTIES, INC.
By: /s/ J. Xxxxx Xxxxxx
----------------------------------
J. Xxxxx Xxxxxx
Title: Chief Executive Officer
-------------------------------
2
