EXHIBIT 10.14
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and entered
into as of February 2, 1999, by and between Price Enterprises, Inc., a
Maryland Corporation ("Employer") and Xxxx XxXxxxx ("Executive").
RECITALS
A. On June 18, 1997, an Employment Agreement was made and entered into by and
between Executive and Employer, which was amended by Amendment dated August
26, 1997.
B. Section 2.5 of the Employment Agreement provides as follows:
"2.5 STOCK OPTION PLAN. Employer has adopted The Price Enterprises 1995
Combined Stock Grant and Stock Option Plan (the "Stock Plan"). As of the
twenty-sixth (26th) day of trading on the Nasdaq National Market, after the
aforementioned spin-off of the merchandise businesses (said twenty-sixth
[26th] day hereafter referred to as the "Effective Date of Grant"),
Executive will receive a grant of options to purchase shares of Employer's
Common Stock, the number of such options equating to one percent (1%) of
Employer's then-issued and outstanding shares of such Common Stock. Said
options will be exercisable at a price equal to the fair market value of
Employer's Common Stock as of the Effective Date of Grant, which shall be
deemed to be the average of the per share closing sales price for
Employer's Common Stock for the twenty days (20) days commending on the
sixth (6th) day after the effective date of the spin-off. Such options
shall vest at the rate of twenty percent (20%) per year over a period of
five (5) years and expiring six (6) years from the effective date of grant.
Said grant of options shall provide, among other things, that in the event
of any merger, consolidation or reorganization of Employer with any other
entity or entities not affiliated with Employer, where Employer is not the
surviving entity, occurring within three (3) years of the commencement of
the Employment Term, sixty percent (60%) of the total options granted shall
be deemed vested and the remaining forty percent (40%) shall be deemed
cancelled. In addition, such options shall otherwise be granted in
accordance with and subject to all other terms, conditions and restrictions
set forth in the Stock Plan."
C. The parties wish to amend Section 2.5 of the Employment Agreement so that
it conforms to Article 6(d) of The Price Enterprises 1995 Combined Stock
Grant and Stock Option Plan, and the Executive's Non-Qualified Stock Option
Agreement.
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NOW, THEREFORE, the parties agree as follows:
Section 2.5 of the Employment Agreement is amended in its entirety to read as
follows:
"2.5 STOCK OPTION PLAN. Employer has adopted The Price Enterprises 1995
Combined Stock Grant and Stock Option Plan (the "Stock Plan"). As of the
twenty-sixth (26th) day of trading on the Nasdaq National Market, after the
aforementioned spin-off of the merchandise businesses (said twenty-sixth
[26th] day hereafter referred to as the "Effective Date of Grant"),
Executive will receive a grant of options to purchase shares of Employer's
Common Stock, the number of such options equating to one percent (1%) of
Employer's then-issued and outstanding shares of such Common Stock. Said
options will be exercisable at a price equal to the fair market value of
Employer's Common Stock as of the Effective Date of Grant, which shall be
deemed to be the average of the per share closing sales price for
Employer's Common Stock for the twenty (20) days commencing on the sixth
(6th) day after the effective date of the spin-off. Such options shall vest
at the rate of twenty percent (20%) per year over a period of five (5)
years and expiring six (6) years from the Effective Date of Grant." In
addition, such options shall otherwise be granted in accordance with and
subject to all other terms, conditions and restrictions set forth in the
Stock Plan.
Date: 3/2/99
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EXECUTIVE EMPLOYER
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PRICE ENTERPRISES, INC.
XXXX XXXXXXX
By: /s/ Xxxxxx X. Xxxxx
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/s/ Xxxx XxXxxxx Name: Xxxxxx X. Xxxxx
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Title: Chairman
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