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Exhibit 10.4
FIRST AMENDMENT TO TERMINATION AGREEMENT
This First Amendment to Termination Agreement ("First Amendment") is
made and entered into as of this 16th day of August, 1995, by and between
Property Capital Trust, a Massachusetts business trust ("PCT"), and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇ (the "Officer"), with reference to the following facts:
A. PCT and the Officer entered into that certain Termination
Agreement dated as of October 19, 1992 (the "Termination Agreement")
concerning, among other things,the payment of a Termination Fee (as defined in
the Termination Agreement) to the Officer upon the occurrence of certain
events.
B. PCT recently adopted a new business plan (the "Business Plan")
that contemplates the sale of all of PCT's properties, which Business Plan may
take approximately three to five years to fully implement.
C. PCT wishes to retain the Officer in its employ in order to
assist in the implementation of the Business Plan, and therefore wishes to
modify the Termination Agreement as provided herein.
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WHEREFORE, by reason of the foregoing facts, which constitute a part of
this First Amendment, PCT and the Officer hereby agree as follows:
1. Paragraph 1.g. of the Termination Agreement is hereby deleted
in its entirety and the following is substituted therefor:
"g. A. `Qualified Termination of Employment' shall be deemed to have
occurred if the Officer's employment with PCT shall be terminated prior to July
31, 2000 either (i) by PCT other than for cause or (ii) by the Officer for Good
Reason."
2. Paragraph 2.a. of the Termination Agreement is hereby deleted
in its entirety and the following is substituted therefor:
"a. A Termination Fee shall be payable to the Officer (i) if during the
6 months following a Change of Control the Officer elects to terminate his own
employment, provided he was an employee of PCT at the time of the Change of
Control (and such election occurs prior to July 31, 2000), or (ii)
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following a Qualified Termination of Employment. Payment of the Termination
Fee shall be made within 30 days of the effective date of termination."
3. Capitalized terms not otherwise defined herein shall have the
same meanings given them in the Termination Agreement.
4. Except as modified herein, the Termination Agreement shall
remain in full force and effect in accordance with its terms.
5. The obligations incurred by PCT under or with respect to this
First Amendment do not constitute personal obligations of the Trustees, or the
officers, employees or shareholders of PCT, or of any such Trustees, officers,
employees or shareholders, and shall not create or involve any claim against,
or personal liability on the part of, them or any of them. The Officer agrees
to look solely to the assets of PCT for satisfaction of any liability of PCT
under or with respect to this First Amendment and not to seek recourse against
any such Trustees, officers, employees or shareholders, or any of them or any
of their personal
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assets for such satisfaction.
NOW, THEREFORE, PCT and the Officer have executed this First Amendment
as of the date first above written.
PROPERTY CAPITAL TRUST
By:_______________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
as Trustee and not
individually
__________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
