TERMINATION AGREEMENT
TERMINATION AGREEMENT (the "Termination Agreement") dated as of July 14,
2003 (the "Termination Date"), between KRAMONT REALTY TRUST, a Maryland real
estate investment trust with offices at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Pike, Plymouth, Pennsylvania 19462 (the "Company"), and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("NMK").
The Company and NMK entered into an Employment Agreement dated as of June
16, 2000 (the "Employment Agreement") providing for a five-year term of
employment. The Company and NMK desire to terminate the Employment Agreement and
the term of employment provided for therein pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and intending to be legally bound hereby, the parties hereby
agree as follows:
1. TERMINATION OF EMPLOYMENT AGREEMENT
Except for those provisions of the Employment Agreement that
specifically survive pursuant to the terms hereof, the Employment Agreement and
the term of employment provided for therein are hereby terminated as of the date
hereof.
2. PAYMENT UPON TERMINATION
Simultaneously with the execution and delivery of this Termination
Agreement, the Company is paying to NMK, by wire transfer, in accordance with
wire transfer instructions provided by NMK to the Company, (a) the sum of Two
Hundred Eighty Nine Thousand Nine Hundred Three Dollars and Eighty Four Cents
($289,903.84), in full satisfaction of the Company's obligation to pay amounts
pursuant to Section 4 of the Employment Agreement, (b) a bonus in the amount of
Seventy Five Thousand Dollars ($75,000.00) for services rendered in connection
with the Met Life financing transaction and (c) a bonus in the amount of Seventy
Five Thousand Dollars ($75,000.00) for services rendered in connection with the
▇▇▇▇▇▇ joint venture transaction.
3. TRANSFER OF CERTAIN ITEMS USED IN CONNECTION WITH EMPLOYMENT
3.1. Effective as of the Termination Date, the Company is
transferring to NMK title to the Mercedes E320 automobile owned by the
Company and used by NMK. The Company will deliver to NMK all such
documents required to so transfer title. NMK will pay any and all costs of
such transfer, including, without limitation, any sales tax.
3.2. Effective as of the Termination Date, the Company is
transferring to NMK the Mac computer that had been used by NMK in the
course of his employment by the Company.
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4. PERSONAL EFFECTS
Within sixty (60) days after the Termination Date, NMK will remove
all of his personal files and other personal effects from his office at the
Company. Until such time, not later than such 60th day, as NMK informs the
Company that such removal has been completed, the Company will not remove any
items from such office without NMK's consent.
5. OFFICE AND TRUSTEE STATUS
5.1. Effective as of the Termination Date, NMK is resigning as
Chairman of the Board of the Company.
5.2. The Company will take such steps, if any, as are necessary to
continue NMK in his position as a Trustee of the Company for the earlier
to occur of (i) the remainder of his current term or (ii) upon the request
by the Board of Trustees of the Company. NMK will not stand for
re-election to such position unless asked to do so by the Board of
Trustees of the Company.
5.3. Notwithstanding the termination of the Employment Agreement,
the indemnification provision set forth in Section 10 of the Employment
Agreement will continue in full force and effect after the Termination
Date and shall relate to any position or title NMK has with the Company
including, without limitation, Trustee, as well as to all matters arising
out of NMK's past service to the Company. In addition, for so long as NMK
is a Trustee of the Company, he will be covered by directors' and
officers' insurance provided by the Company from time to time for its
directors and officers.
6. OPTIONS
It is hereby acknowledged and agreed that NMK currently owns options
("Options") to purchase shares of the Company in the amounts and with the
exercise prices, effective dates (beginning and expiration of exercisability)
and relevant plans set forth on Schedule I attached hereto. Anything contained
in the option plans or agreements to the contrary notwithstanding, pursuant to
the approval of the Company's Executive Compensation Committee, which approval
has been obtained, after the Termination Date all such Options will remain in
full force and effect and be fully exercisable until the earlier of (a) their
respective current expiration dates or (b) June 16, 2008. Other than as provided
in the preceding sentence, NMK's rights pursuant to the Options will remain
unchanged.
7. RELEASES
On the Termination Date, the Company and NMK are exchanging General
Releases in the forms attached hereto as Exhibits A-1 and A-2.
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8. EMAIL ADDRESS, TELEPHONE AND UTOG ACCOUNT
8.1. During the twelve (12) months after Termination Date, the
Company will take such action as is necessary to cause communications to
NMK's current email address (▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇) to automatically be
forwarded to an email address to be provided by NMK to the Company upon
the execution of this Agreement.
8.2. During the thirty (30) days after the Termination Date, NMK
will be entitled to use the Company's cell phone previously issued to him
by the Company, at the Company's expense . At the expiration of such
thirty (30) days, such phone shall be returned to Company.
8.3. Upon execution of this Agreement, NMK shall either cancel or
cause the transfer to his name, for his account, of the Kranzco/Kramont
UTOG account in New York City. From and after the Termination Date,
Company shall have no responsibility with regard to such account.
9. CONFIDENTIALITY; PUBLICITY
No disclosure of the contents of this Termination Agreement to any
third party, or any employee, agent or representative who does not have a need
to know the contents of this Termination Agreement, will be made by either party
hereto without the prior written approval of the other party, except to
accountants or attorneys of the disclosing party or as may be necessary in the
opinion of legal counsel to the disclosing party to meet the requirements or
regulations of any applicable governmental or quasi-governmental law or
regulation (or, with respect to the Company, the rules of any applicable stock
exchange), in which event the other party will be consulted, before any such
disclosure is made, with respect to the content of such disclosure.
Notwithstanding anything in this Section 9 to the contrary, NMK understands that
the Company will be required to issue a press release regarding this Termination
Agreement, a copy of which is attached hereto as Exhibit A-3.
10. NON-COMPETITION AGREEMENT
Section 11 of the Employment Agreement will remain in full force and
effect after the Termination Date for the period of time specified therein,
provided, however, it is expressly agreed that (a) the purchase, development and
operation of strip malls of 75,000 square feet or less each, by NMK or any of
NMK's immediate family members, and (b) any activity related to real estate of
any size located west of the Mississippi River, will be exempted from the
provisions of said Section 11.
11. MISCELLANEOUS
11.1. Governing Law. This Termination Agreement will be governed by,
and construed in accordance with, the internal laws of the Commonwealth of
Pennsylvania, without regard to conflicts of law principles.
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11.2. Notices. All notices provided for in this Termination
Agreement will be in writing, and will be deemed to have been duly given when
delivered personally to the party to receive the same, when given by telex,
telegram or mailgram, or when mailed first class postage prepaid, by registered
or certified mail, return receipt requested, addressed to the party to receive
the same at his or its address above set forth, or such other address as the
party to receive the same will have specified by written notice given in the
manner provided for in this Section 11.2. All notices will be deemed to have
been given as of the date of personal delivery, transmittal or mailing thereof.
11.3. Severability. If any provision in this Termination Agreement
is determined to be invalid, it will not affect the validity or enforceability
of any of the other remaining provisions hereof
11.4. Entire Agreement. This Termination Agreement sets forth the
entire agreement of the parties and supersedes all prior agreements,
negotiations, understandings and agreements relating to the termination of the
Employment Agreement and supersedes the Employment Agreement except to the
extent specifically set forth herein. No provision of this Termination Agreement
may be waived or changed, except by a writing signed by the party to be charged
with such waiver or change.
IN WITNESS WHEREOF, the parties hereto have executed this
Termination Agreement as of the date first above written.
KRAMONT REALTY TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Schedule 1
TOTAL GRANT CURRENT EFFECTIVE
OPTIONS AMOUNT DATES PRICE/PLAN
------- ------ ----------------- ----------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 99,000 60,000 12/11/02-12/10/12 $14.96 - Kramont Incentive Plan
3,000 11/19/94-11/18/2004 $17.13 Trustee Plan
3,000 11/19/96-11/18/2006 $15.13 - Trustee Plan
20,000 6/4/97-6/3/2007 $16.25 - Trustee Plan
3,000 2/2/99-2/1/09 $14.25 - Trustee Plan
10,000 6/16/00-6/15/10 $10.16 - Kramont Incentive Plan
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EXHIBIT A-1
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN KNOW THAT:
KRAMONT REALTY TRUST ("RELEASOR"), in consideration of the sum of ten dollars
($10.00) and other good and valuable consideration received from ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ("Kranzdorf"), receipt whereof is hereby acknowledged, unconditionally
and irrevocably and irrespective of any future events releases and forever
discharges Kranzdorf and his agents, affiliates, attorneys, accountants, heirs,
executors, administrators, successors and assigns (collectively, "RELEASEES"),
from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against the RELEASEES, the RELEASOR or its officers, directors, employees,
agents, affiliates, successors or assigns ever had, now have or hereafter can,
shall or may have, for, upon, or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the day of the date of this
RELEASE, whether known or unknown, except for the obligations set forth in the
Termination Agreement (the "Agreement") dated as of June 16, 2003 by and between
Kranzdorf and RELEASOR, the agreements described in the Agreement as continuing
obligations of Kranzdorf and the other agreements executed and delivered to the
RELEASOR at the closing of the Agreement.
The RELEASOR further agrees that, except for the purpose of seeking enforcement
of the terms of the Agreement or other agreements described in the previous
paragraph, it has not and will not file or institute any civil actions,
complaints, or any other proceeding against any RELEASEE before any court,
administrative agency or any other forum based upon or arising out of any claims
that it has against such RELEASEE. The RELEASOR further agrees not to
participate and to waive any right to participate in any charge or complaint
which may be made by any other person or organization on the RELEASOR'S behalf
before any federal, state or local court or administrative agency against any
RELEASEE except as such waiver is prohibited by law and except to the extent
that such participation is pursuant to subpoena or order of a court of competent
jurisdiction. Should any such charge be filed, the RELEASOR agrees that it will
not accept any relief or recovery therefrom.
RELEASOR hereby warrants that it has not assigned or transferred or purported to
assign or transfer to any person or entity any claim (or any interest therein)
that RELEASOR has ever had, now has or may have against any of the RELEASEES.
This RELEASE can only be changed in a writing executed by the RELEASOR and
Kranzdorf. IN WITNESS WHEREOF, the RELEASOR has executed this RELEASE effective
as of July 14, 2003.
KRAMONT REALTY TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
On July 14, 2003, before me personally came ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to me known, who,
by me duly sworn, did depose and say that deponent resides at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ that deponent is the President of Kramont Realty Trust, the
corporation described in, and which executed the foregoing Release, that
deponent knows the seal of the corporation, that the seal affixed to the Release
is the corporate seal, that it was affixed by order of the Board of Trustees of
the corporation; and that deponent signed deponent's name by like order.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
EXHIBIT A-2
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN KNOW THAT:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("RELEASOR"), in consideration of the sum of ten dollars
($10.00) and other good and valuable consideration received from KRAMONT REALTY
TRUST ("Kramont"), receipt whereof is hereby acknowledged, unconditionally and
irrevocably and irrespective of any future events releases and forever
discharges Kramont and its officers, directors, employees, agents, affiliates,
attorneys, accountants, successors and assigns (collectively, "RELEASEES"), from
all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law, admiralty or equity, which
against the RELEASEES, the RELEASOR or his agents, affiliates, heirs, executors,
administrators, successors or assigns ever had, now have or hereafter can, shall
or may have, for, upon, or by reason of any matter, cause or thing whatsoever,
from the beginning of the world to the day of the date of this RELEASE, whether
known or unknown, except for the obligations set forth in the Termination
Agreement (the "Agreement") dated as of June 16, 2003 by and between RELEASOR
and Kramont, the options and other agreements described in the Agreement as
continuing obligations of any of the RELEASEES and the other agreements executed
and delivered to the RELEASOR at the closing of the Agreement.
The RELEASOR further agrees that, except for the purpose of seeking enforcement
of the terms of the Agreement or other agreements described in the previous
paragraph, he has not and will not file or institute any civil actions,
complaints, or any other proceeding against any RELEASEE before any court,
administrative agency or any other forum based upon or arising out of any claims
that he has against such RELEASEE. The RELEASOR further agrees not to
participate and to waive any right to participate in any charge or complaint
which may be made by any other person or organization on the RELEASOR'S behalf
before any federal, state or local court or administrative agency against any
RELEASEE except as such waiver is prohibited by law and except to the extent
that such participation is pursuant to subpoena or order of a court of competent
jurisdiction. Should any such charge be filed, the RELEASOR agrees that he will
not accept any relief or recovery therefrom.
RELEASOR hereby warrants that he has not assigned or transferred or purported to
assign or transfer to any person or entity any claim (or any interest therein)
that RELEASOR has ever had, now has or may have against any of the RELEASEES.
This RELEASE can only be changed in a writing executed by the RELEASOR and
Kramont. IN WITNESS WHEREOF, the RELEASOR has executed this RELEASE effective as
of July 14, 2003.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
On July 14, 2003, before me personally came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to me known,
and known to me, to be the individual described in, and who executed, the
foregoing Release, and duly acknowledged to me that he executed the same.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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EXHIBIT A-3
Investors:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
610.825.7100
Media:
For Immediate Release ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
July 14, 2003 610.818.6563
KRAMONT REALTY TRUST ANNOUNCES RETIREMENT OF CHAIRMAN OF THE BOARD
Plymouth Meeting, Penn. July 14, 2003 -- Kramont Realty Trust (NYSE:KRT)
announced that its Chairman of the Board, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, has retired
effective as of today.
The Board of Trustees (the "Board") has passed a resolution in
appreciation of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ meritorious service to the Company during his
tenure. ▇▇. ▇▇▇▇▇▇▇▇▇ will remain as a Trustee and member of the Board through
the duration of his existing term.
The Board also acted to name Trustee H. ▇▇▇▇▇ ▇▇▇▇ to serve in the
capacity of acting Chairman of the Board. Related to this information, the
Company has filed a Form 8-K with the Securities and Exchange Commission.
Kramont Realty Trust is a self-administered, self-managed equity real
estate investment trust specializing in neighborhood and community shopping
center acquisitions, leasing, development and management. The company owns,
operates, manages and has under development 91 properties encompassing
approximately 11.6 million square feet of leasable space in 15 states.
Seventy-five percent of Kramont's centers are grocery, drug or value retail
anchored. For more information, please visit ▇▇▇.▇▇▇▇▇▇▇.▇▇▇.
Certain statements contained in this press release that are not related to
historical results, are forward-looking statements, such as anticipated
liquidity and capital resources, closing of financing commitments and
anticipated occupancy dates for new tenants. The matters referred to in
forward-looking statements are based on assumptions and expectations of future
events which may not prove to be accurate and which could be affected by the
risks and uncertainties involved in the Company's business many of which cannot
be predicted with accuracy and some of which might not even be anticipated.
Prospective investors are cautioned that any such statements are not guarantees
of future performance and that actual results may differ materially from those
projected and implied in the forward-looking statements. These risks and
uncertainties include, but are not limited to, the burden of the Company's
substantial debt obligations; the risk that the Company may not be able to
refinance its debt obligations on reasonable terms, if at all; the highly
competitive nature of the real estate leasing market; adverse changes in the
real estate markets including, among other things, competition with other
companies; general economic and business conditions, which will, among other
things, affect demand for retail space or retail goods, availability and
creditworthiness of prospective tenants and lease rents; financial condition and
bankruptcy of tenants, including termination of leases by bankrupt tenants; the
availability and terms of debt and equity financing; risks of real estate
acquisition, expansion and renovation; construction and lease-up delays; the
level and volatility of interest rates; governmental actions and initiatives;
environmental/safety requirements; as well as certain other risks described in
the Company's Form 10-K. Subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by cautionary statements in this paragraph and elsewhere
described in the Company's Form 10-K and in other reports we filed with
Securities and Exchange Commission.
