EXHIBIT 10.32
DEFERRED STOCK AGREEMENT
AGREEMENT, dated as of December 29, 2000, by and between Vornado
Realty Trust, a Maryland real estate investment trust (the "Company") and Xxxxxx
X. Xxxx (the "Executive"),
WHEREAS, the Executive and the Company desire to enter into an
agreement setting forth the terms under which the Executive will surrender
certain restricted stock granted to Executive pursuant to the Executive's
employment agreement, dated as of January 22, 2000, by and between the Company
and the Executive (the "Employment Agreement") in exchange for the Company's
promise to pay him stock in the future as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the Executive and the Company
agree as follows:
1. CANCELLATION OF RESTRICTED STOCK AND PAYMENT OF DEFERRED STOCK. The
Executive hereby surrenders all of his rights, title and interest to the 148,148
shares of the Company's common shares of beneficial interest (the "Stock")
granted to the Executive under Section 5(b) of the Employment Agreement. The
Company agrees to pay the Executive 148,148 shares of Stock, together with such
additional amounts as promised herein, at such time or times and subject to the
terms and conditions of this Agreement.
2. STOCK UNIT ACCOUNT. The Company shall credit to a bookkeeping
account (the "Account") maintained by the Company for the Executive's benefit
148,148 stock units, each of which shall be deemed to be the equivalent of one
share of Stock (the "Stock Units"). One-fifth of the Stock Units will vest on
January 22, 2001, and an additional one-fifth of the Stock Units shall vest on
each of the next four anniversaries of such date, provided that Executive
remains an employee of the Company on each such date. The Executive shall be
fully vested in all of the Stock Units in the event of the termination of his
employment by the Company without Cause or by the Executive for Good Reason (as
such terms are defined in the Employment Agreement).
The Company agrees that whenever any dividend is declared on the
Stock, it will pay to the Executive in cash, on the date such dividend is paid,
an amount per vested Stock Unit held in the Account as of the record date for
such dividend equal to the amount per share of Stock paid by the Company to the
holders of record of the Stock.
3. PAYMENT OF THE ACCOUNT. Except as otherwise provided in this
Agreement, the Company shall pay to the Executive on each of January 22, 2003,
January 22, 2004 and January 22, 2005 (each, a "Payment Date") that number of
shares of Stock which is equal to the number of vested Stock Units then credited
to his Account. Notwithstanding the foregoing, upon the Executive's termination
of employment by the Company for Cause (as defined in the Employment Agreement)
prior to January 22, 2005, the Company shall pay to the Executive that number of
shares of Stock which is equal to the number of vested Stock Units credited to
his Account, in a lump sum within 10 business days following such termination.
4. FORM OF PAYMENT. Payments pursuant to the first sentence of Section
3 shall be made by the Company in a lump sum to the Executive as soon as
practicable after the Payment Date, but in no case more than 10 business days
after the Payment Date. The Executive may elect to change (i) the form of
payment (to a lump sum or up to 10 equal annual installments) or (ii) the
Payment Date to a later (but not an earlier) Payment Date, provided that any
such election is made prior to the beginning of the year before the year in
which the Payment Date then in effect would occur.
The Company agrees that at no cost to the Executive it will have an
effective registration statement covering the number of shares of Stock equal to
the Stock Units credited to his Account no later than January 22, 2003 (either
separately in favor of the Executive, or covering the Executive and other
persons) and that it will keep such registration statement effective until all
such shares (i) have been sold or otherwise transferred by the Executive, (ii)
cease to become payable due to the forfeiture of Stock Units as a result of the
Executive's termination of employment or (iii) have become eligible for sale
pursuant to Rule 144(k) of the Securities Act of 1933 (or any similar provision
then in force).
5. BENEFICIARY. In the event of the Executive's death prior to the
payment with respect to all of the vested Stock Units credited to his Account,
the remaining payments shall be made to the last beneficiary designated in
writing which is received by the Company prior to the Executive's death or, if
no designated beneficiary survives the Executive, such payments shall be made in
a lump sum to the Executive's estate.
6. SOURCE OF PAYMENTS. The Executive's right to receive payment under
this Agreement shall be an unfunded entitlement and shall be an unsecured claim
against the general assets of the Company. The Executive has only the status of
a general unsecured creditor hereunder, and this Agreement constitutes only a
promise by the Company to pay the value of the Account on any required payment
due. The Company may withhold from any amounts payable under this Agreement such
Federal, state and local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.
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7. NONTRANSFERABILITY. This Agreement shall not be assignable or
transferable by the Executive (otherwise than by will or the laws of descent and
distribution) or by the Company (other than to successors of the Company) and no
amounts deferred under this Agreement, or any rights therein, shall be subject
in any manner to any anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, levy, lien, attachment, garnishment, debt or other charge
or disposition of any kind.
8. NO RIGHT TO EMPLOYMENT. Nothing in this Agreement shall confer upon
Executive the right to remain in employment with the Company.
9. ENTIRE AGREEMENT. This Agreement and the Employment Agreement
contain all the understandings between the parties hereto pertaining to the
matters referred to herein, and supersede all undertakings and agreements,
whether oral or in writing, previously entered into by them with respect
thereto.
10. AMENDMENT OR MODIFICATION; WAIVER. No provision of this Agreement
may be amended, modified or waived unless such amendment or modification is
agreed to in writing, signed by the Executive and by a duly authorized officer
of the Company, and such waiver is set forth in writing and signed by the party
to be charged. No waiver by any party hereto of any breach by another party
hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of a similar or dissimilar condition or
provision at the same time, any prior time or any subsequent time.
11. NOTICES. Any notice to be given hereunder shall be in writing and
shall be deemed given when delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to such other
address as such party may subsequently give notice of hereunder in writing:
To the Executive:
Xxxxxx X. Xxxx
Xxx Xxxxxxx Xxxx Xxxx
Xxx. 00X
Xxx Xxxx, Xxx Xxxx 00000
To the Company:
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Vornado Realty Trust
000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Secretary
Any notice delivered personally or by courier under this Section 12
shall be deemed given on the date delivered and any notice sent by telecopy or
registered or certified mail, postage prepaid, return receipt requested, shall
be deemed given on the date telecopied or mailed.
12. SEVERABILITY. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances, other than those to which it
is so determined to be invalid and unenforceable, shall not be affected thereby,
and each provision hereof shall be validated and shall be enforced to the
fullest extent permitted by law.
13. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon each successor of the Company, and upon the Executive's
beneficiaries, legal representatives or estate, as the case may be.
14. SURVIVORSHIP. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
15. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS
CONFLICT OF LAW PRINCIPLES.
16. HEADINGS. All descriptive headings of sections and paragraphs in
this Agreement are intended for convenience of reference only, and they form no
part of this Agreement and shall not affect its interpretation.
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17. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
VORNADO REALTY TRUST
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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