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Exhibit 10.81
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AMENDMENT NO. 1, dated as of December 19, 1997 (this "Amendment No. 1"),
to the Employment Agreement, dated as of April 7, 1997 (the "Original
Employment Agreement"), by and between Ambassador Apartments, Inc., a Maryland
corporation (the "Employer"), and Xxxxx X. Xxxxxx (the "Executive").
RECITALS:
WHEREAS, the Company and the Executive entered into the Original
Employment Agreement; and
WHEREAS, the Employer wishes to retain the services of Executive; and
WHEREAS, the Company and Executive have agreed to amend the Original
Employment Agreement as hereinafter described.
NOW, THEREFORE, the Original Employment Agreement is hereby amended as
follows:
1. A new Section 3(j) is added to the Original Employment Agreement
immediately following Section 3(i) thereof, as follows:
(j) The Employer shall pay Executive, on or before December 31,
1997, a retention payment of $325,000. If, an only if, Executive
voluntarily resigns her employment before May 1, 1998, Executive will
return a portion of the net amount of such retention payment to
Employer in accordance with the following schedule:
Voluntary Resignation Date Net Amount to be Returned
On or before February 1, 1998 100%
On or before March 1, 1998 75%
On or before April 1, 1998 50%
On or before May 1, 1998 25%
Notwithstanding anything to the contrary contained herein: (i) in no
event will any such return of any portion of such retention payment
occur if Employer terminates the Employment Term Without Cause, if
Employer terminates the Employment Term with Cause, if Executive's
employment terminates due to disability or if Executive terminates this
Agreement with Good Reason, regardless of when such event occurs, and
(ii) from and
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after May 1, 1998, Executive will have no obligation to refund any
portion of such retention payment under any circumstances.
2. The first paragraph of Section 4 of the Original Employment
Agreement is hereby deleted in its entirety and the following paragraph is
substitued therefor:
4. CHANGE OF CONTROL COMPENSATION. On only one occasion, in
the event of a Change of Control of Employer during the Employment Term
or within 6 months after a termination of the Employment Term by
Employer pursuant to Sections 5(a)(i) or 5(a)(iii) in contemplation of
such Change of Control or by Executive pursuant to Section 5(b)(i),
Employer shall pay to Executive, within 30 days after the date of such
Change of Control, in one lump sum, subject to withholding for
applicable federal, state and local taxes, an amount equal to (a) if
the Change of Control occurs before December 31, 1997, $700,000; and
(b) if the Change of Control occurs after December 31, 1997, two times
the sum of (i) Executive's Base Compensation for the prior calendar
year and (ii) Executive's Bonus with respect to the prior calendar
year, and any retention payments paid or payable to Executive within
the twelve month period prior to the Change of Control, in each case,
annualized if the Employment Term was less than a full year in such
year (which, as of 12/19/97, totals $1.1 million) ("Change of Control
Compensation"); provided, however, Executive may, at her election, and
only at her election, (i) extend the otherwise effective duration of
the covenants under Section 6(b) (excluding those relating to the
private practice of law) by up to an additional 24 months, in exchange
for a payment to her by Employer of $24,000 per month with respect to
the first 12 months of such extension and $12,000 per month with
respect to the next 12 months of such extension, payable in the same
manner and at the same time as the Change of Control Compensation; and
provided further that Executive agrees to and accepts an offsetting
reduction, on a dollar-for-dollar basis, in the Change of Control
Compensation and in no event shall the aggregate amount of such
additional payments exceed the amount by which the Change of Control
Compensation is so reduced or, in the alternative, (ii) elect to
terminate the Employment Term pursuant to Section 5(b)(i), whereby the
Termination Compensation payable in respect thereto shall reduce the
Change of Control Compensation on a dollar-for-dollar basis by the
amount of the Termination Compensation received by her. Any such
election by Executive shall be made within thirty days after a Change
of Control.
3. Except as amended by this Amendment No. 1, the Original Employment
Agreement remains ratified and in full force and effect. All references to the
"Agreement" contained herein and therein shall mean and refer to the Original
Employment Agreement as amended hereby.
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IN WITNESS WHEREOF, the Employer and the Executive have executed this
Amendment No. 1 as of the date and year first above written.
AMBASSADOR APARTMENTS, INC.
By:__________________________________________
Name: Xxxxx X. Xxxxxxxx
Title:Chairman and Chief Executive Officer
_________________________________________
Xxxxx X. Xxxxxx
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