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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of June 1, 1996 by and between THE PEREGRINE REAL ESTATE TRUST ("Company"), and
XXXXXX X. XXXX ("Executive").
WHEREAS, Executive has extensive experience in the management of
commercial real estate and has been an executive manager of one or more real
estate trusts.
WHEREAS, Company is a California real estate trust.
WHEREAS, Company desires to employ Executive, and Executive desires to
be employed by Company, on the terms and subject to the conditions of this
Agreement.
NOW, THEREFORE, in consideration of the covenants, duties, terms, and
conditions set forth in this Agreement and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:
1. Term. The "Term" of Executive's employment shall commence on June 1,
1996 and shall terminate pursuant to Section 7 of this Agreement.
2. Duties. Executive shall be employed by Company as its President and
Chief Executive Officer. Executive shall report to the Company's Board of
Trustees (the "Board") and perform the duties specified in the job description
attached hereto as Exhibit A, together with such other duties, consistent with
duties customarily assigned a President and Chief Executive Officer, that the
Board may from time to time direct. Executive shall devote Executive's full
business time and best efforts to Company and to the performance of Executive's
employment duties under this Agreement. Executive shall be based in Company's
offices in Sacramento, California. During the Term, Executive shall not,
except for management of Executive's personal financial affairs, engage in any
other business, nor serve in any position with any other corporation or entity,
without the prior written consent of the Board.
3. Salary. During the Term, Executive shall receive a salary of Fifteen
Thousand Dollars ($15,000) per month ("Salary"). Salary shall be paid twice
monthly on Company's customary payroll dates.
4. Benefits. During the Term, Executive shall be entitled to receive
insurance and such other benefits as are generally provided by Company to its
executive employees. Executive shall accrue vacation at the rate of one and
one half (1 1/2) days per month of employment, commencing June 1, 1996.
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5. Expenses. During the Term, Company shall pay or reimburse Executive
for reasonable expenses incurred by Executive in performing Executive's duties
under this Agreement in accordance with Company policy. Expenses for travel
from Executive's home to Company's offices in Sacramento, and Executive's
lodging expenses in Sacramento, shall not be reimbursable.
6. Taxes; Withholdings. All compensation payable by Company to
Executive under this Agreement which is or may become subject to withholding
under the Internal Revenue Code of 1986, as amended, or other pertinent laws or
regulations, shall be reduced for all applicable income and employment taxes
required to be withheld.
7. Termination of Employment.
7.1 Termination by Either Party Without Cause. Executive's
employment may be terminated at any time, with or without cause, during the
Term by either Executive or Company, by notice delivered to the other party.
In the event of termination by Company, termination shall be effective upon the
date specified in a notice delivered to Executive. In the event of termination
by Executive, termination shall be effective upon the date specified in a
notice delivered to Company at least one month prior to such date; provided,
that Company, upon receipt of notice from Executive, may elect to terminate
Executive's employment at an earlier time.
7.2 Termination by Company for Good Cause. Notwithstanding any
other provision of this Agreement, Company may terminate Executive's employment
at any time, with or without prior notice, for Good Cause. Termination for
Good Cause shall be effective upon the date specified in a notice of
termination delivered to Executive. "Good Cause" means (a) any act or omission
of gross negligence, willful misconduct, dishonesty, or fraud by Executive in
the performance of Executive's duties hereunder, (b) the failure or refusal of
Executive, after the receipt of written notice by Executive, to perform the
duties or to render the services assigned to Executive from time to time by the
Board, (c) the charging or indictment of Executive in connection with a felony
or any misdemeanor involving dishonesty or moral turpitude, (d) the material
breach by Executive of this Agreement or the breach of Executive's fiduciary
duty or duty of trust to Company, or (e) any other act or omission by Executive
either in disregard of Company's policies or conduct which may, in the Board's
sole discretion, cause material loss, damage or injury to Company, its property,
reputation or employees.
7.3 Termination Upon Death or Disability. Executive's
employment shall automatically be terminated upon Executive's death or total
disability.
8. Compensation Upon Termination.
8.1 Upon Termination Without Cause. In the event of
termination by Company pursuant to Section 7.1 of this Agreement, Executive
shall receive Salary through the period ending on the later of (a) the date of
termination specified in Company's termination notice, (b) the date which is
one month after the date of delivery of Company's termination
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notice or (c) August 31, 1996. In the event of termination by Executive
pursuant to Section 7.1 of this Agreement, Executive shall receive Salary
through the period ending on the date which is one month after the date of
delivery of Executive's termination notice, whether or not Company elects to
continue Executive's employment through that period.
8.2 Upon Termination With Good Cause or Upon Death or
Disability. In the event of termination of Executive's employment pursuant to
either Section 7.2 or Section 7.3 of this Agreement, Company shall not be
obligated, from and after the date of termination, to provide to Executive any
compensation or other benefits, except for unpaid Salary earned by Executive
for service through the date of termination.
9. Arbitration. In the event any dispute, controversy or claim arises
under this Agreement (a "Dispute"), the Dispute shall be settled by arbitration
in San Francisco, California, by an arbitration conducted in accordance with
the Rules of Commercial Arbitration of the American Arbitration Association
(the "AAA") or its successor. There shall be one arbitrator, familiar with
executive employment issues, appointed pursuant to the Rules of the AAA.
Reasonable attorneys' fees, costs, and expenses, together with expert witness
fees and costs, are to be awarded by the arbitrator to the prevailing party.
The decision of the arbitrator shall be conclusive and binding upon the
parties, and judgment upon the award rendered by the arbitrator may be entered
in any court of competent jurisdiction.
10. Miscellaneous.
10.1 All notices and any other communications permitted or required
under this Agreement must be in writing and shall be effective (a) on the first
business day after delivery in person, or (b) on the first business day after
prepaid deposit with a commercial courier or delivery service for overnight
delivery. All notices must be properly addressed and delivered to the parties
at the addresses set forth below:
If to Company:
Xxxx XxXxxxx
The XxXxxxx Group, Inc.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
If to Executive:
Xxxxxx X. Xxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
or at such other addresses as either party may subsequently designate by
written notice given in the manner provided in this Section 10.1.
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10.2 This Agreement contains the full and complete understanding of
the parties with respect to the subject matter hereof and supersedes all prior
representations, promises, agreements, and warranties, whether oral or written,
regarding such subject matter.
10.3 This Agreement shall be governed by and interpreted according to
the laws of the State of California, without regard to choice of laws
provisions.
10.4 This Agreement shall inure to the benefit of and be binding upon
any successors or assigns of Company. This Agreement shall not be assignable
by Executive.
10.5 The captions of the various sections of this Agreement are
inserted only for convenience and shall not be considered in construing this
Agreement.
10.6 This Agreement can be modified, amended, or any of its terms
waived only by a writing signed by both parties.
10.7 If any provision of this Agreement shall be held invalid,
illegal, or unenforceable, the remaining provisions of the Agreement shall
remain in full force and effect, and the invalid, illegal, or unenforceable
provision(s) shall be limited or eliminated only to the extent necessary to
remove such invalidity, illegality, or unenforceability in accordance with the
applicable law at that time.
10.8 No remedy made available to Company by any of the provisions of
this Agreement is intended to be exclusive of any other remedy. Each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder as well as those remedies existing at law, in equity, by statute, or
otherwise.
10.9 This Agreement may be executed in one or more counterparts. Any
copy of this Agreement with the original signatures of all parties approved
shall constitute an original.
10.10 Executive understands that this Agreement has been drafted by
counsel for Company, and Executive represents that he has had the opportunity to
consult independent counsel with respect to the terms of this Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date
specified in the first paragraph.
COMPANY: THE PEREGRINE REAL ESTATE TRUST
By:____________________________
Name:__________________________
Its:___________________________
EXECUTIVE: XXXXXX X. XXXX
_______________________________
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Exhibit A
Executive's Job Description
Peregrine Real Estate Trust
President and Chief Executive Officer
The CEO will refine and implement Company's strategic plan as defined by
the Board. This will include (1) developing operating plans and budgets for
each property, (2) negotiating and supervising the liquidation of assets as it
becomes desirable to do so, (3) providing the internal staff with the support
and direction necessary for their success and (4) maintaining and enhancing
relationships with Company's shareholders, lender group, the bankruptcy court,
and the Sacramento community. Inherent in this responsibility is recommending
modifications to Company's strategy to the Board, when appropriate. The CEO
will be available to attend all Board meetings, at the request of the Board.
