AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment") to that certain Employment
Agreement, dated as of August 17, 1994 (the "Employment Agreement"), is made
and entered into effective as of the 1st day of July, 1997, by and among
Xxxxxxx X. Xxxxx (the "Executive"), Xxxxx Xxxxxxxxxx Residential, Inc., a
Maryland corporation (the "Company"), and Xxxxx Xxxxxxxxxx Management Inc., an
Arizona corporation ("EWMI").
R E C I T A L S
WHEREAS, the Executive, the Company and EWMI have entered into the
Employment Agreement; and
WHEREAS, the Executive, the Company and EWMI wish to amend the Employment
Agreement as set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, the parties hereto
agree as follows:
A. Capitalized terms used herein and not defined herein shall have the
respective meanings assigned to such terms in the Employment Agreement.
B. Paragraph 5(a) of the Employment Agreement is hereby amended to
include the following paragraph at the end of such Section:
"Notwithstanding the foregoing, for the period from
January 1, 1997 through December 31, 1997, the Executive hereby
waives his right to receive his Annual Base Salary and Bonus
Compensation. Executive shall receive, however, on the
effective date of this Amendment or as soon thereafter as is
practicable, THIRTEEN THOUSAND ONE HUNDRED THIRTY-ONE (13,131)
restricted shares of Common Stock of the Company issued pursuant
to the Company's Stock Incentive Plan in lieu of his Annual Base
Salary. Executive shall further receive that number of
restricted shares of Common Stock equal to the amount of his
Bonus Compensation, multiplied by 1.155, divided by the closing
price of the Company's common stock on the February 27, 1998,
the day Bonus Compensation is declared. All such shares of
Common Stock shall have such vesting provisions and be subject
to such other terms and conditions as set forth in the operative
award agreements evidencing the foregoing award of restricted
shares of Common Stock."
C. Except as expressly modified herein, the terms and provisions of the
Employment Agreement shall remain in full force and effect and such Employment
Agreement, as amended by this Amendment, is hereby ratified and confirmed in
all respects.
D. This Amendment shall be governed, construed, interpreted and enforced
in accordance with the substantive laws of the State of Arizona, without regard
to the conflict of laws principles thereof.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date and year first above written.
EXECUTIVE
/s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxx Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxx 00000
XXXXX XXXXXXXXXX RESIDENTIAL, INC., a
Maryland corporation
By: /s/ Xxxx X. Xxxxxx
---------------------------------
XXXXX XXXXXXXXXX MANAGEMENT INC.,
an Arizona corporation
By: /s/ Xxxx X. Xxxxxx
---------------------------------
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