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EXHIBIT (10)(f.1)
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of the 12th day of June 1997,
by and between IRT Property Company, a Georgia corporation (the "Company"), and
Xxxxxx X. XxxXxxx ("Executive").
The Executive has requested that the Company allow him to retire and
continue to enjoy certain benefits under his Employment Agreement in recognition
of his long service and successful leadership of the Company. The Company
believes it is desirable and in its best interest to provide for the continued
orderly succession of management and to reward and acknowledge the Executive's
long-term contributions to the Company.
For good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Company and the Executive, intending to be legally bound,
agree as follows:
1. Retirement as a Full-Time Employee. The Executive will retire as a
full-time employee of the Company effective June 30, 1997, but will
remain as a non-employee director and Chairman of the Board until the
annual meeting of shareholders in 1998. Nothing contained herein shall
preclude Xx. XxxXxxx from being renominated or reelected as a director or
as Chairman of the Company at the 1998 Annual Meeting.
2. Consulting. Xx. XxxXxxx will be available to the Company upon reasonable
request, to consult on special projects and otherwise provide advice for
the period from July 1, 1997 through June 30, 1998 (the "Consulting
Term"). In consideration for such consulting work, and his past services,
Xx. XxxXxxx shall receive $150,000 during the Consulting Term, plus
$18,000 cash. Such amount shall be paid in equal monthly installments,
unless otherwise requested by the Executive. The Executive shall be
entitled to all fringe benefits to which he is currently entitled through
December 31, 1997, including all welfare plan and health benefits to
which he and his dependents would be entitled under Company practices as
of the date hereof, including amounts paid by the employee for health and
welfare benefits and which would otherwise be paid by the Company if the
Executive had remained an employee of the Company, whether under COBRA,
Medicare and/or Medicaid, grossed up to reflect federal income taxes
payable by the Executive at a marginal federal income tax rate of 39%.
3. Change-In-Control Payment. As provided in the Agreement between Executive
and the Company dated October 1, 1995, as amended by Board action of the
Company's Compensation Committee (the "Change in Control Agreement"), in
the event of a "change-in-control" as defined in the Change in Control
Agreement, between July 1, 1997 and June 30, 1999, Xx. XxxXxxx will
receive a bonus to which he is presently entitled, equal to a total of
$600,000, which shall be paid in equal monthly
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installments, or as the Executive may otherwise request. Notwithstanding
anything to the contrary contained in the Change in Control Agreement, no
other amount shall be due Executive as a result of a change-in-control.
4. Termination of Employment Agreement. The July 1, 1980 Employment
Agreement between the Company and the Executive has been amended from
time to time (as amended, the "Employment Agreement"). Beginning July 1,
1997, no salary or bonus pursuant to such Employment Agreement shall be
paid or payable to the Executive, but the Executive shall be entitled to
all deferred compensation provided for therein, and all retirement and
pension plan benefits, provided therein or otherwise by the Company to
the Executive and to which Executive is currently entitled immediately
prior to retirement on June 30, 1997, all of which shall be fully vested
and payable as provided in the Employment Agreement or related plans.
Otherwise, except as expressly provided in this Agreement, the Executive
shall not be entitled to any further or other salary or benefits pursuant
to the Change-In- Control Agreement or the Employment Agreement.
5. Miscellaneous. This Agreement is governed by and shall be construed in
accordance with the laws of the State of Georgia. Except to the extent
provisions of the Employment Agreement and the Change-In-Control
Agreement are incorporated herein or otherwise are continuing in force
and effect as provided herein, whether or not modified hereby, this
Agreement contains the complete understanding and agreement of the
parties.
IN WITNESS WHEREOF, the undersigned has executed or caused this Agreement
to be executed by its officers thereunto duly authorized as of the day and year
first above written.
EXECUTIVE:
By:/s/XXXXXX X. XXXXXXX
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XXXXXX X. XXXXXXX
IRT PROPERTY COMPANY
By:/s/XXXXXX X. XXXXXXX
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Name: XXXXXX X. XXXXXXX
Title: PRESIDENT & CEO
