EXHIBIT 10.20
August 4, 1997
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxxxxxxxx Xxxxx
Xxxxxx Xxxxxxx, XX 00000
Dear Xxxxx:
On behalf of Bedford Property Investors, Inc., I am pleased to confirm
our agreement for employment.
The position you will hold is Senior Vice President and Chief
Financial Officer and you will report directly to me. In this
position, you will be responsible for managing all financial functions
including treasury, bank relations, accounting, human resources,
management information systems, and investor relations. Some of the
primary responsibilities we have talked about are:
* Access to the capital markets to provide for the future
growth of the company.
* Develop and maintain banking relationships.
* Develop and maintain close relationship with the "Wall
Street" analysts who cover the company.
* Maintain financial reporting for senior management at the
direction of the CEO and Board of Directors, as well as
external reporting to regulatory agencies, banks, and
shareholders.
* Develop and maintain close working relations with both
senior management, as well as support staff.
* Implement appropriate corporate controls as directed by the
Audit Committee of the Board of Directors.
* Assist in developing a strategic plan.
* Design a capital plan and implement same.
The effective date of your employment will be September 8, 1997. The
terms of your employment are as follows:
* Your commencing salary will be at the rate of $12,500 per
month, payable in two installments. Any increase to this
base salary will be based on the results of a review of your
performance at intervals commencing September 8, 1998,
December 31, 1998, and every December 31st thereafter. (The
December 31, 1998, performance review will cover a period of
less than one year and therefore any adjustments will be
prorated.)
* Your annual incentive bonus potential will be $200,000, with
a guaranty of a first year bonus of $200,000. With the
exception of the first year bonus, the annual incentive
bonus will be payable in accordance with directives issued
by the CEO and approved by the Board of Directors. Your
first year bonus will be payable (1) $75,000 on September 8,
1997 and (2) $125,000 on September 8, 1998.
* You will be eligible to participate in the standard Bedford
Property Investors, Inc., benefits programs, once the
specific program standards are met, including the company's
401 (k) program, and health, dental and other insurance
benefits as may be offered by the company from time to time.
* You will be entitled to a monthly automobile allowance of
$550.00 per month.
* You will be granted 7,500 restricted shares of Bedford
Property Investors, Inc., common stock on September 8, 1997,
and it is intended that you will be granted 7,500 restricted
shares on each annual performance review (on each date
thereafter subject to any changes in the company's
Restricted Stock Agreement as adopted by the CEO and
approved by the Board of Directors. The restricted share
grants will be subject to the terms and conditions of a
Restricted Stock Agreement between the company and you.
Notwithstanding anything contained therein to the contrary,
it is intended that 20% of the restricted shares granted to
you shall vest and become non-forfeitable upon each
anniversary of the grant. In this manner, you will be 100%
vested in each grant of restricted shares upon the fifth
anniversary of each grant date.
* You will be granted 50,000 stock options on September 8,
1997, entitled you to acquire 50,000 shares of Bedford
Property Investors, Inc., common stock in accordance with
the terms of the Company's Stock Option Plan. In addition,
it is intended that you will be guaranteed an additional
50,000 stock options on each annual performance review each
year thereafter, subject to any changes to the Company's
Stock Option Plan as adopted by the CEO and approved by the
Board of Directors.
* Bedford Property Investors, Inc., recognizes that you will
incur expenses in connection with your relocation to the
Lafayette area, and intends to make your relocation expense
neutral to you. Accordingly, we will reimburse you for:
1. The cost of packing and moving your personal belongings
to the Lafayette area and storage charges for up to six
(6) months, if necessary.
2. Temporary living accommodations for up to six (6) months
at a rate not to exceed $2,000 per month.
3. Up to six (6) percent brokerage commission payable in
connection with the sale of your home in Bonita Springs,
Florida, if at a loss to Xxxxx X. Xxxxxxx.
4. Reasonable mortgage points and closing costs in
connection with the purchase of a new home in the
Lafayette area.
5. Expenses incurred by you during the first six (6) months
of your employment with us in connection with bi-monthly
commutes (and house hunting trips) from your Florida
home to Lafayette; and
6. The cost of federal, state or local income taxes that
results from the treatment of these expense
reimbursements as taxable income
7. Items (1) through (6) shall not exceed $100,000.
* You will be guaranteed employment until September 8, 1998.
Further, if at any time during the first three (3) years of
your employment, there occurs a Change in Control of the
Company (as such term is defined in the Restricted Stock
Agreement) or otherwise terminated without cause, then you
will be guaranteed the following:
1. The payment of one year's base salary and maximum annual
bonus on the date of such Change in Control or
termination, and
2. The immediate grant and vesting of the difference
between (a) 22,500 share of common stock pursuant to the
Restricted Stock Program, and 150,000 stock options
pursuant to the Stock Option Plan, and (b) the amount of
restricted stock and stock options previously granted to
you.
It is understood that this is not an employment contract but is
employment at will, and either Bedford Property Investors, Inc., or
you may terminate this employment at any time without further
obligation except as above indicated. In the event Xxxxx X. Xxxxxxx
terminates his employment at will during the first twelve (12) months,
the Company's obligation will be the moving expenses and the $75,000
bonus.
Please sign and date a copy of this letter in the space provided below
and return it to me.
We look forward to your arrival.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman and
Chief Executive Officer
Accepted this 7th day of August, 1997.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
