AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and entered into as
of August 27, 1997, by and between Price Enterprises, Inc., a Delaware
Corporation ("Employer") and Xxxx XxXxxxx ("Executive").
Recitals
A. On June 18, 1997 an Employment Agreement was made and entered into by and
between Executive and Employer.
B. Employer and Executive now desire to amend the Employment Agreement, as set
forth hereinbelow:
Agreement
1. Section 2.5 of the Employment Agreement, which currently provides:
2.5 Stock Option Plan. Employer has adopted The Price Enterprises 1995
Combined Stock Grant and Stock Option Plan (the "Stock Plan"). Effective as
of the first date of the Employment Term, Executive will receive a grant of
options to purchase shares of Employer's Common Stock, the number of such
options equating to 1% of Employer's then-issued and outstanding shares of
Common Stock. Said options will be exercisable at a price equal to the fair
market value of the Common Stock as of the effective date of the grant
(i.e., the first date of the Employment Term), with such options vesting at
twenty percent (20%) per year over a period of five (5) years and expiring
six (6) years from the effective date of grant. Said grant of options shall
provide, among other things, that in the event of any merger, consolidation
or reorganization of Employer with any other entity or entities not
affiliated with Employer, where Employer is not the surviving entity,
occurring within three (3) years of the commencement of the Employment
Term, 60% of the total options granted shall be deemed vested and the
remaining 40% shall be deemed cancelled. In addition, such options shall
otherwise be granted in accordance with and subject to all other terms,
conditions and restrictions set forth in the Stock Plan.
is hereby amended to provide as follows:
2.5 Stock Option Plan. Employer has adopted The Price Enterprises 1995
Combined Stock Grant and Stock Option Plan (the "Stock Plan"). As of the
twenty-sixth day of trading on the Nasdaq National Market, after the
aforementioned spin-off of the merchandise businesses (said twenty-sixth
day hereafter referred to as the "Effective Date of Grant"), Executive will
receive a grant of options to purchase shares of Employer's Common Stock,
the number of such options equating to 1% of Employer's then-issued and
outstanding shares of such Common Stock. Said options will be exercisable
at a price equal to the fair market value of Employer's Common Stock as of
the Effective Date of Grant, which shall be deemed to be the average of the
per share closing sales price for Employer's Common Stock for the twenty
days commencing on the sixth day after the effective date of the spin-off.
Such options shall vest at the rate of twenty percent (20%) per year over a
period of five (5) years and expiring six (6) years from the effective date
of grant. Said grant of options shall provide, among other things, that in
the event of any merger, consolidation or reorganization of Employer with
any other entity or entities not affiliated with Employer, where Employer
is not the surviving entity, occurring within three (3) years of the
commencement of the Employment Term, 60% of the total options granted shall
be deemed vested and the remaining 40% shall be deemed cancelled. In
addition, such options shall otherwise be granted in accordance with and
subject to all other terms, conditions and restrictions set forth in the
Stock Plan.
Date: 8-26-97
EXECUTIVE EMPLOYER
PRICE ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxx XxXxxxx ----------------------------
Name: Xxxxxx X. Xxxxx
/s/ Xxxx XxXxxxx Title: President
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