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Exhibit 10.8
AGREEMENT
AGREEMENT, dated as of January 1, 1998, by and between VORNADO
REALTY TRUST, a Maryland unincorporated business trust (hereinafter referred to
as "Employer") and XXXXXXX XXXXX, an individual (hereinafter referred to as
"Employee").
IN CONSIDERATION of the mutual covenants herein contained, and other
good and valuable consideration, the parties hereto agree as follows:
1. Employment.
Employer hereby agrees to employ Employee, and Employee agrees to
serve as Vice President-Real Estate of Employer during the Period of employment,
as defined in Section 2.
2. Period of Employment.
The "Period of Employment" shall be the period commencing on January
1, 1998 and, subject to the provisions of this Agreement, ending three years
thereafter on December 31, 2000.
3. Duties During the Period of Employment.
Employee shall devote his full business time, attention and best
efforts to the affairs of Employer and its subsidiaries during the Period of
Employment; provided, however, that Employee may engage in other activities,
such as activities involving charitable, educational, religious and similar
types of organizations (all of which are deemed to benefit Employer), speaking
engagements, membership on the board of directors of non-profit organizations,
and similar type activities to the extent that such other activities do not
materially impair the performance of his duties under this Agreement, or inhibit
or conflict in any material way with
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the business of Employer and its subsidiaries, and to the extent Employer does
not object to such other activities.
4. Cash Compensation.
Employer shall pay to Employee during the first year of the Period
of Employment a salary at an annual rate of $380,500.00, to be paid in equal
biweekly installments. Employer shall pay to Employee during the second year of
the Period of Employment a salary at an annual rate equal to the salary paid
Employee during the first year of the Period of Employment, increased by a
factor which is equal to 125% of the percentage increase in the Consumer Price
Index during the period from January 1998 through December 1998, to be paid in
equal biweekly installments. Employer shall pay to Employee during the third
year of the Period of Employment a salary at an annual rate equal to the salary
paid Employee during the second year of the Period of Employment increased by a
factor which is equal to 125% of the percentage increase in the Consumer Price
Index during the period from January 1999 through December 1999, to be paid in
equal biweekly installments. For purposes of this Agreement, the "Consumer Price
Index" shall mean the Revised Consumer Price Index for Urban Wage Earners and
Clerical Workers - All Items (CPI-W), Northeast Region, Class A, on the base
1982-84=100, published by the Bureau of Labor Statistics of the U.S.
Department of Labor.
5. Stock Options.
During each year in the Period of Employment, the Employer shall
grant Employee share options to purchase 50,000 shares of Employer's common
shares of the Common Shares of Beneficial Interest of the Employer ("Stock")
pursuant to the terms of the Employer's 1993 Omnibus Share plan at a purchase
price per share equal to the fair market value of the Stock on the date the
options are granted. Such options shall be granted, at the discretion of the
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Compensation Committee of the Board of Trustees of the Employer, at the first
meeting of the Committee in which options are ordinarily granted. Employer shall
take all necessary actions to ensure that such options qualify, to the extent
permitted, as "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and successor provisions.
6. Other Employee Benefits.
(a) Vacation and Sick Leave.
Employee shall be entitled to paid annual vacation periods and to
sick leave in accordance with Employer's policy.
(b) Automobile.
Employer shall provide Employee with the use of an automobile of the
same quality as that provided to other corporate officers of equal or similar
position and pay all expenses incurred by Employee in connection with the use of
the automobile.
(c) Regular Reimbursed Business Expenses.
Employer shall reimburse Employee for all expenses and disbursements
reasonably incurred by Employee in the performance of his duties during the
Period of Employment, and such other facilities or services as Employer and
Employee may, from time to time, agree are reimbursable.
(d) Employee Benefit Plans or Arrangements.
In addition to the cash compensation provided for in Section 4
hereof and the stock options provided in Section 5 hereof, Employee, subject to
meeting eligibility provisions and to the provisions of this Agreement, shall be
entitled to participate in all employee benefits plans of Employer, as presently
in effect or as they may be modified or added to by Employer from
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time to time, including, without limitation, plans providing retirement
benefits, medical insurance, life insurance, disability insurance, and
accidental death or dismemberment insurance.
7. Termination.
Employee's employment hereunder shall terminate upon the earliest of
the events described below. Employee acknowledges and agrees that the payments
set forth in this Section 7 constitute liquidated damages for termination of his
employment during the Period of Employment.
(a) Expiration.
The expiration of the Period of Employment. If Employee's employment
is terminated pursuant to this Section 7(a), Employer shall continue to pay to
Employee his then-current annual salary, as provided in Section 4, in biweekly
installments for a two-year period following such date of termination, provided,
however, that such payments shall be reduced by the amount of any compensation
paid to Employee by another employer or earned by the Employee by being
self-employed during such two-year period. In addition, for two years following
such termination, the Employer shall continue to provide Employee, his spouse
and his dependents, with the same level of medical, dental, accident, disability
and life insurance benefits upon substantially the same terms and conditions
(including contributions required by Employee for such benefits) as existed
immediately prior to Employee's termination; provided, that, if Employee cannot
continue to participate in the Employer plans providing such benefits, the
Employer shall otherwise provide such benefits on the same after-tax basis as if
continued participation had been permitted. Notwithstanding the foregoing, in
the event Employee becomes reemployed with another employer and becomes eligible
to receive comparable welfare benefits from such employer, the welfare benefits
described herein shall cease.
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(b) Death.
The death of Employee. If Employee's employment should terminate due
to his death, Employer shall no longer have any obligations under this Agreement
as of the date of termination.
(c) Disability.
If, as a result of Employee's Disability, Employee shall have been
substantially unable to perform his duties hereunder for an entire period of six
(6) consecutive months and within thirty (30) days after written notice of
termination is given by the Employer after such six (6) month period, Employee
shall not have returned to the substantial performance of his duties on a
full-time basis, Employer shall have the right to terminate Employee's
employment hereunder for "Disability". For purposes of this Agreement,
"Disability" shall have the same meaning as that term is defined in the
Employer's Long Term Disability Plan; provided, that, if no such plan exists,
"Disability" shall have the same meaning as prescribed in Section 22(e)(3) of
the Code. During any period that Employee fails to perform his duties hereunder
as a result of Disability ("disability period"), Employee shall continue to
receive his then-current annual salary for such period until his employment is
terminated pursuant to this Section 7(c); provided, that, payments so made to
Employee during the first six (6) months of the disability period shall be
reduced by the sum of the amounts, if any, paid to the Employee at or prior to
the time of any such payment under disability benefit plans of the Employer or
under the Social Security disability insurance program, and which amounts were
not previously applied to reduce any such payment.
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(d) Without Just Cause.
The Employer shall have the right to terminate Employee's employment
hereunder without "Just Cause" (as defined below). If Employer should terminate
Employee's employment pursuant to this Section 7(d), Employer shall continue to
pay to Employee his then-current annual salary, as provided in Section 4, in
equal biweekly installments for a two-year period after the date of termination
provided, however, that the amount of compensation paid to Employee hereunder
shall be reduced by the amount of any compensation paid to Employee by another
employer or earned by the Employee by being self-employed during such two year
period. In addition, for two years following such termination, the Employer
shall continue to provide Employee, his spouse and his dependents, with the same
level of medical, dental, accident, disability and life insurance benefits upon
substantially the same terms and conditions (including contributions required by
Employee for such benefits) as existed immediately prior to Employee's
termination; provided, that, if Employee cannot continue to participate in the
Employer plans providing such benefits, the Employer shall otherwise provide
such benefits on the same after-tax basis as if continued participation had been
permitted. Notwithstanding the foregoing, in the event Employee becomes
reemployed with another employer and becomes eligible to receive comparable
welfare benefits from such employer, the welfare benefits described herein shall
cease.
(e) Just Cause.
The Employer may terminate Employee's employment for just cause. If
Employer should terminate Employee's employment pursuant to this Section 7(e),
Employee will be entitled to be paid his annual salary, as provided in Section
4, through the end of the month in which the Period of Employment is terminated.
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For purposes of this Agreement, "just cause" shall mean failure to
follow the legitimate directions of Employer; conviction of a felony; habitual
drug or alcohol abuse; absenteeism not related to illness, sick leave or
vacations; dishonesty; or conflicts of interest which are continued after notice
in writing from Employer.
(f) Voluntary Termination.
Employee may terminate this Agreement and Employee's employment
hereunder at any time upon ninety (90) days prior written notice to the
Employer. If Employee should terminate his employment pursuant to this Section
7(f), Employer shall no longer have any obligations under this Agreement as of
the date of termination.
(g) Good Reason.
Employee may terminate his employment for "good reason" (as defined
below). If Employee should terminate his employment pursuant to this Section
7(g), Employer shall, on the date of termination, pay to Employee an amount
equal to the product of Employee's then current annual salary, as provided in
Section 4, multiplied by 2.99. In addition, on the date of termination, Employee
shall become fully vested in any stock options granted to Employee by the Board
of Trustees of the Employer.
For purposes of this Agreement, "good reason" shall mean Employer's
relocation to a site outside of the New York metropolitan area; a requirement
the Employee report to anyone other than the Chief Executive Officer or
President of the Employer or the Board of Trustees of the Employer, Employer's
merger or consolidation with another entity where Employer is not the surviving
entity; a material change in Employee's responsibilities, authority,
compensation, or title; or the acquisition of 40% or more of the voting power of
Employer's Stock by persons or entities other than shareholders currently owning
5% or more of the voting power of Employer's
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Stock, Employer, its affiliates, employees of Employer (including the Employee)
or its affiliates, and employee benefit plans maintained by Employer or its
affiliates.
8. Non-Competition and Non-Disclosure.
In consideration of the benefits to be provided to Employee
hereunder, Employee covenants that he will not, without the consent in writing
of Employer, (a) during the Period of Employment and the twelve (12) month
period following his termination of employment for any reason other than
pursuant to Section 7(c) hereof, Employee will not engage in any business
otherwise competitive with that of Employer or any of its subsidiaries in the
States of New Jersey, New York, Pennsylvania, Maryland, Massachusetts and
Connecticut; and (b) upon termination of the Period of Employment for any reason
whatsoever, Employee will not for a period of two years thereafter, (i) solicit
or aid in soliciting any employees of Employer or its subsidiaries to leave
their employment, or (ii) copy, remove from Employer or its subsidiaries,
disclose or make any use of, any client list, confidential business information
with respect to clients, material relating to the practices or procedures of
Employer or its subsidiaries, or any other proprietary information. Employee
acknowledges that the restrictions, prohibitions and other provisions of this
Section 8 are reasonable, fair and equitable in scope, terms and duration, are
necessary to protect the legitimate business interests of the Employer and are a
material inducement to the Employer to enter into this Agreement. It is the
intention of the parties hereto that the restrictions contained in this
paragraph be enforceable to the fullest extent permitted by applicable law.
Therefore, to the extent any court of competent jurisdiction shall determine
that any portion of the foregoing restrictions is excessive, such provision
shall not be entirely void, but rather shall be limited or revised only to the
extent necessary to make it enforceable. Should Employee engage in or perform,
either directly or indirectly, any of the acts prohibited by Section
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8 hereof, it is agreed that the Employer shall be entitled to full injunctive
relief, to be issued by any competent court of equity, enjoining and restraining
Employee and each and every other person, firm, organization, association, or
corporation concerned therein, from the continuance of such violative acts. The
foregoing remedy available to Employer shall not be deemed to limit or prevent
the exercise by the Employer of any or all further rights and remedies which may
be available to the Employer hereunder or at law or in equity.
9. Governing Law.
This Agreement is governed by and is to be construed and enforced in
accordance with the laws of the State of New Jersey. If under such law any
portion of this Agreement is at any time deemed to be in conflict with any
applicable statute, rule, regulation or ordinance, such portion shall be deemed
to be modified or altered to conform thereto or, if that is not possible, to be
omitted from this Agreement; and the invalidity of any such portion shall not
affect the force, effect and validity of the remaining portion hereof.
10. Notices.
All notices under this Agreement shall be in writing and shall be
deemed effective when delivered in person (in the Employer's case to its
Secretary) or twenty-four (24) hours after deposit thereof in the U.S. mails,
postage prepaid, for delivery as registered or certified mail -- addressed, in
the case of Employee, to him at his residential address, and in the case of
Employer, to its corporate headquarters, attention of the Secretary, or to such
other address as Employee or Employer may designate in writing at any time or
from time to time to the other party. In lieu of notice by deposit in the U.S.
mail, a party may give notice by telegram or telex.
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11. Amendment.
No provisions of this Agreement may be amended, modified, or waived
unless such amendment or modification is agreed to in writing signed by Employee
and by a duly authorized officer of the Employer, and such waiver is set forth
in writing and signed by the party to be charged. No waiver by either party
hereto at any time of any breach by the other party hereto of any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
12. Survival.
The respective obligations of, and benefits afforded to, Employee
and Employer as provided in Section 8 of this Agreement shall survive the
termination of this Agreement.
13. No Conflict of Interest.
During the Period of Employment, Employee shall not directly, or
indirectly render service, or undertake any employment or consulting agreement
with another entity without the express written consent of the Board of Trustees
of the Employer.
14. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
15. Section Headings.
The section headings in this Agreement are for convenience of
reference only, and they form no part of this Agreement and shall not affect its
interpretation.
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16. Miscellaneous.
This Agreement constitutes the entire understanding between Employer
and Employee relating to employment of Employee by Employer and supersedes and
cancels all prior written and oral agreements and understandings with respect to
the subject matter of this Agreement. Any prior agreement of the parties hereto
in respect of the subject matter contained herein is hereby terminated and
canceled. This Agreement shall be binding upon and shall inure to the benefit of
Employee, his heirs, executors, administrators, beneficiaries and assigns and to
the benefit of Employer and its successors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the year and day first above written.
VORNADO REALTY TRUST
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Title: Chairman of the Board of Trustees
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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