Exhibit 10.xxxi
AMENDMENT TO
RESTRICTED SHARE AWARD AGREEMENT AND
AMENDMENT TO PROMISSORY NOTE
This Amendment to Restricted Share Award Agreement and Amendment to
Promissory Note (this "Amendment") is made as of December 8, 2000, between
Federal Realty Investment Trust, a Maryland real estate investment trust (the
"Trust"), and Xxx X. Xxxxxx, an individual employee of the Trust (the "Key
Employee").
WHEREAS, the Trust and the Key Employee entered into that certain
Restricted Share Award Agreement dated as of January 1, 1998, setting forth the
terms of the award by the Trust to the Key Employee under the Trust's Amended
and Restated 1993 Long-Term Incentive Plan (the "Amended Plan") of a Restricted
Share Award of 50,000 shares of beneficial interest of the Trust (such shares
being hereinafter referred to as the "Restricted Shares" and such agreement
being hereinafter referred to as the "Restricted Share Agreement"); and
WHEREAS, the Restricted Share Agreement provides for the Trust to make a
Tax Loan to the Key Employee each time the Restriction Period lapses with regard
to a number of Restricted Shares, in the amount of fifty percent of the
aggregate value of such Restricted Shares, in order to enable the Key Employee
to pay state and federal taxes on the income created by the lapsing of the
Restriction Period on such Restricted Shares, and for such Tax Loan to be
secured by all the Restricted Shares as to which the Restriction Period has
lapsed (the "Vested Shares"); and
WHEREAS, the Compensation Committee of the Board of Trustees of the Trust
(the "Committee") has determined that it is unnecessary for the Tax Loans to be
secured by all of the Vested Shares and that the Trust's interests would be
adequately protected by requiring each such Tax Loan to be secured instead by
that number of shares having an aggregate value on the date of vesting equal to
125% of the amount of the Tax Loan.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Paragraph 4 of the Restricted Share Agreement is hereby amended to
read in its entirety as follows:
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"Tax Loan. (a) The Trust shall extend loans to the Key Employee
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from time to time to provide him with funds to pay the federal and
state taxes that he will incur as a result of the lapsing of the
Restriction Period with respect to Restricted Shares except with
respect to federal and state taxes incurred as a result of the lapsing
of the Restriction Period with respect to Restricted Shares under
Paragraph 3.3 ("Tax Loans"). The Key Employee will execute promissory
notes in the form attached to this Agreement to evidence his
obligation to repay such Tax Loans. As of each date a Tax Loan is
extended to the Key Employee, the dollar amount of such Tax Loan so
issued to the Key Employee hereunder shall not exceed 50% of the Fair
Market Value of the Shares awarded to the Key Employee hereunder as to
which the Restriction Period has then lapsed. As collateral to secure
his obligation to repay any Tax Loan extended to him hereunder and any
accrued but unpaid Interest on such Tax Loan, the Key Employee hereby
(i) pledges to the Trust that number of Restricted Shares awarded to
him hereunder as to which the Restriction Period has lapsed having an
aggregate value which is equal on the date of the Tax Loan to 125% of
the amount of such Tax Loan, and (ii) assigns to the Trust all
quarterly cash or other dividends paid on such Restricted Shares.
(b) In the event of a Change in Control, the Trust shall
extend a loan to the Key Employee to provide him with funds to pay the
federal and state income taxes that he will incur as a result of (i)
the forgiveness of any Tax Loans extended under Paragraph 4(a) and
(ii) receipt of the Income Tax Payment (in accordance with Paragraph
3.3) (the "Change in Control Tax Loan"). The Key Employee will
execute a promissory note in the form attached to this Agreement to
evidence his obligation to repay such Change in Control Tax Loan."
2. The last sentence of Paragraph 1 of the Tax Note dated March 31, 1998,
made by the Key Employee in favor of the Trust is hereby amended to read in its
entirety as follows:
"The performance of the Borrower's obligations hereunder is secured by
(a) a pledge of that number of Shares as to which the Restriction
Period has lapsed under the Restricted Share Award Agreement having an
aggregate value which is equal, on the date a Loan is made, to 125% of
the principal amount of the Loan, and (b) an assignment to Payee of
all quarterly cash Dividends paid on such Shares sufficient to pay the
Interest (as hereinafter defined) hereon."
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3. Capitalized terms used in this Amendment, unless otherwise defined
herein, have the respective meanings given to such terms in the Restricted Share
Agreement.
4. Except as specifically modified hereby, the Restricted Share Agreement
and Tax Note remain in full force and effect, and the Trust and the Key Employee
hereby ratify and reaffirm each and all of the terms and provisions of the
Restricted Share Agreement and Tax Note as modified hereby.
5. This Amendment may be executed in multiple counterparts with the same
effect as if each of the signing parties had signed the same document. All
counterparts shall be construed together and constitute the same instrument.
IN WITNESS WHEREOF, the Trust has caused this Amendment to be duly executed
and the Key Employee has hereunto set his hand effective as of the day and year
first above written.
FEDERAL REALTY INVESTMENT TRUST
By:__________________________________
Name: Xxxx X. Xxxxx
Title: Chairman, Compensation Committee
Address:
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
XXX X. XXXXXX
_____________________________________
Address:
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
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