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Exhibit 10(m)
FIRST AMENDMENT TO
XXXXX REALTY INVESTORS, INC.
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is
entered into on the 15th day of August, 1997, by and between XXXXX REALTY
INVESTORS, INC. (the "Company"), a Michigan corporation with its principal place
of business at 00000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx, and XXXXXXX X.
XXXXXX ("Executive"), President and Chief Executive Officer of the Company.
RECITALS
WHEREAS, the Company and Executive entered into a certain Employment
Agreement, dated June 25, 1994 (hereinafter referred to as the "Employment
Agreement"); and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement to provide certain additional benefits in consideration of Executive's
continued employment with the Company;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. A new paragraph 17 is added to the Employment Agreement as
follows:
17. Change In Control.
(a) In the event a Change in Control of the Company (as
defined below) occurs during Executive's "term of employment" (as defined in
paragraph 2 of the Employment Agreement), Executive shall be entitled to
receive, and the Company shall be obligated to pay an amount equal to One
Million and 00/100ths Dollars ($1,000,000.00) in a lump sum payment. Such
payment shall be made within five (5) business days following the Change in
Control. Payment provided under this paragraph 17 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 Executive's termination of
employment following a Change in Control. The payment provided under this
paragraph 17 shall be subject to applicable federal and state withholding.
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(b) The payment provided under this paragraph 17 shall be
reduced by any payments to which Executive may be entitled under paragraph 4 of
the Employment Agreement regarding a termination of employment.
(c) Upon a Change in Control, Executive shall be entitled to
receive, at the Company's expense, health insurance coverage for his lifetime.
Executive's health insurance shall be provided under the Company's group health
plan, or at the Company's option, Executive shall receive other 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 Executive, his spouse, and
his dependents who were covered under the Company's group health plan as of the
date of the Change in Control. Health insurance coverage for Executive's
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).
(d) For purposes of this paragraph 17, 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 (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.
2. A new paragraph 18 is added to the Employment Agreement as
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follows:
18. Continued Health Benefits Upon Termination Of Employment.
In the event Executive's employment is terminated for any
reason other than cause (as defined in paragraph 4) or a voluntary termination
of employment, Executive shall be entitled to receive, at the Company's expense,
health insurance coverage for his lifetime. Executive's health insurance shall
be provided under the Company's group health plan, or at the Company's option,
Executive shall receive other health insurance which provides comparable
benefits to those provided under the Company's group health plan as of the date
of Executive's termination of employment. The above referenced Company-paid
health insurance shall be available to Executive, his spouse, and his dependents
who were covered under the Company's group health plan as of the date of
Executive's termination of employment. Health insurance coverage for Executive's
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
Executive's termination of employment).
3. Except as amended hereby, the Employment Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to Employment Agreement or have caused this Amendment to be duly
executed on their behalf, as of the day and year first above written.
XXXXX REALTY INVESTORS, INC.
By: _________________________
_________________________
Its:_________________________
_________________________
_________________________
_________________________
Executive
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