Execution Copy
AMENDMENT TO
EMPLOYMENT AGREEMENT
The EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 6, 2002, by
and between Prime Retail, Inc., a Maryland corporation ("Prime"), and the sole
general partner of Prime Retail, L.P., a Delaware limited partnership (the
"Operating Partnership"), and Xxxxxxxxx X. Xxxx XX (the "Executive"), is hereby
amended by this Amendment, effective August 12, 2002, in the following respects:
1. Subpart (B) of Section 4(a)(1) is hereby deleted in its entirety
and replaced with the following:
(B) if such termination occurs during the Original Term, a
termination payment in an amount equal to the product of (x) the
number of full and partial years remaining in the Original Term,
and (y) the sum of (i) Executive's then current Base Salary and
(ii) a bonus payment equal to 100% of the average annual bonus
(which term shall exclude awards received pursuant to the Prime
Retail, Inc. 2002 Long-Term Incentive Plan) paid to Executive
for the two most recent calendar years in which he received a
bonus, or if no such bonus payments were made to Executive, a
bonus payment equal to 50% of his then current Base Salary (the
sum of the amounts determined by adding clauses (i) and (ii) is
in the aggregate hereinafter referred to as the "One-Year Pay
Equivalent"), and the product of (x) and (y) shall be payable
within thirty (30) days of the effective date of termination;
2. The following subpart (E) is hereby added to Section 4(a)(1) of
the Agreement:
(E) all vested but undistributed awards under the Prime Retail,
Inc. 2002 Long-Term Incentive Plan, payable to Executive in
accordance with the provisions of that plan.
3. The following subpart (D) is hereby added to Section 4(a)(2) of
the Agreement:
(D) receive all vested but undistributed awards under the Prime
Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive
in accordance with the provisions of that plan.
4. The following subpart (E) is added to Section 4(a)(4) of the
Agreement:
(E) all vested but undistributed awards under the Prime Retail,
Inc. 2002 Long-Term Incentive Plan, payable to Executive in
accordance with the provisions of that plan.
Page (2)
5. Subpart (B) of Section 4(b)(1) is hereby deleted in its entirety
and replaced with the following:
(B) any earned and unpaid bonus(es) otherwise payable to him in
accordance with Section 3(b), and all vested but undistributed
awards under the Prime Retail, Inc. 2002 Long-Term Incentive
Plan, payable to Executive in accordance with the provisions of
that plan;
6. The following sentence is hereby added at the end of Section
4(c), "Death":
In addition, the Executive's estate shall be entitled to receive
all vested but undistributed awards under the Prime Retail, Inc.
2002 Long-Term Incentive Plan, payable to the estate in
accordance with the provisions of that plan.
7. Subpart (2) of Section 4(d), "Termination Following a Change of
Control," is hereby deleted in its entirety and replaced with the following:
(2) a termination payment in an amount equal to 1.5 times
the One-Year Pay Equivalent, which amount shall be payable
within thirty (30) days of the effective date of termination;
provided, however, that if Executive has received a milestone
bonus under the Prime Retail, Inc. 2002 Long-Term Incentive Plan
the vesting of which was accelerated pursuant to Section 5.3(a)
(iv) thereof but the amount of which was not reduced pursuant to
the last sentence of Section 5.4 thereof (the "Change of Control
Accelerated Award"), the termination payment described in this
subpart (2) shall be reduced by the amount that such Change of
Control Accelerated Award would have been reduced pursuant to
the last sentence of Section 5.4 of the Prime Retail, Inc. 2002
Long-Term Incentive Plan had the termination payment been due
and owing under this Section 4(d) at the time the Change of
Control Accelerated Award was distributed to Executive;
8. This Amendment may be executed in one or more counterparts which
taken together shall constitute one and the same instrument.
EXECUTIVE:
/s/ Xxxxxxxxx X. Xxxx, XX
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Xxxxxxxxx X. Xxxx XX
PRIME RETAIL, INC., a Maryland PRIME RETAIL, L.P., a Delaware limited
corporation partnership
By: /s/ Xxxxx X. Xxxxxxx By: Prime Retail, Inc.
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Name: XXXXX X. XXXXXXX Its: Sole General Partner
Title: CHAIRMAN AND CEO By: /s/ Xxxxx X. Xxxxxxx
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Name: XXXXX X. XXXXXXX
Title: CHAIRMAN AND CEO
