1
EXHIBIT 10(n)
August 15, 1997
Xx. Xxxxxxx X. Xxxxxx
Xxxxx Realty Investors, Inc.
00000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Re: Payments upon a Change in Control
Dear Xxxx:
The purpose of this letter (the "Letter Agreement") is to provide you
with certain benefits in the event of a Change in Control (as defined below) in
consideration of your past services and the services you will render to Xxxxx
Realty Investors, Inc. (the "Company") in the future.
In the event a Change in Control of the Company occurs while you are
employed by the Company, you shall be entitled to receive, and the Company shall
be obligated to pay, an amount equal to Five Hundred Thousand Dollars ($500,000)
in a lump sum payment. Such payment shall be made within five (5) business days
following the Change in Control. Payment provided hereunder shall be in addition
to any salary and compensation paid or payable by the Company or an entity
affiliated with the Company and shall not be contingent upon your termination of
employment following a Change in Control. Payment provided under this Letter
Agreement shall be subject to applicable federal and state withholding.
Upon a Change in Control, you shall be entitled to receive, at the
Company's expense, and continuing until your death, health insurance coverage
under the Company's group health plan or alternative health insurance which
provides comparable benefits to those provided under the Company's group health
plan as of the date of the Change in Control. The above referenced Company-paid
health insurance shall be available to you, your spouse, and your dependents who
were covered under the Company's group health plan as of the date of the Change
in Control. Health insurance coverage for your dependents shall continue until
the date such dependents would no longer have been eligible for coverage under
the Company's group health plan (determined in accordance with the terms of the
group health plan in effect as of the date of the Change in Control).
For purposes of this Letter Agreement, a "Change in Control" shall be
deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended)
becomes a beneficial owner of
2
Xxxxxxx X. Xxxxxx
August 15, 1997
Page 2
(or otherwise has the authority to vote), directly or
indirectly, shares representing twenty percent (20%) or more
of the total voting power of all of the Company's then
outstanding shares of common stock, unless through a
transaction arranged by or consummated with the prior approval
of the Board of Directors; or
(ii) during any two consecutive years, individuals, who at the
beginning of such period constitute the Board of Directors,
cease for any reason to constitute at least a majority of the
Board of Directors, unless the election, or the nomination for
election by the shareholders of the Company, of each new
Director was approved by a vote of at least a majority of the
Directors who were Directors at the beginning of the period.
If the foregoing correctly sets forth our agreement, please sign where
indicated below.
XXXXX REALTY INVESTORS, INC.
By:
-------------------------
Its:
------------------------
The foregoing is hereby acknowledged, confirmed and agreed to this _____ day of
____________________________, 1997.
----------------------------
Xxxxxxx X. Xxxxxx
