FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into
effective as of September 15, 2006 (the “Effective Date”) by and among BioMed Realty Trust,
Inc., a Maryland corporation ( the “REIT”), BioMed Realty, L.P., a Maryland limited
partnership (the “Operating Partnership” and, together with the REIT, the
“Company”), and Xxxx X. Xxxxxxxx (the “Executive”).
WHEREAS, the Company and the Executive desire to amend that certain Employment Agreement dated
as of August 6, 2004 between the Company and the Executive (the “Original Agreement”), as
set forth herein. Capitalized terms used and not otherwise defined herein shall have the
respective meanings set forth in the Original Agreement.
NOW, THEREFORE, in consideration of the various covenants and agreements hereinafter set
forth, the parties hereto agree as follows:
1. Amendment to Section 2(a)(ii). The first sentence of Section 2(a)(ii) of the
Original Agreement is hereby amended to read as follows:
”(ii) During the Employment Period, and excluding any periods of sick leave to which the
Executive is entitled, the Executive agrees to devote such attention and time during normal
business hours to the business and affairs of the Company as are necessary for the performance
of his duties hereunder; provided that in no event shall the Executive be required to devote
more than 50% of a full-time work schedule hereunder.”
2. Amendment to Section 2(b)(i). The first sentence of Section 2(b)(i) of the
Original Agreement is hereby amended to read as follows:
”(i) Base Salary. During the Employment Period, the Executive shall receive a base salary
(the “Base Salary”) of $144,375 per annum.”
3. Amendment to Section 2(b)(ii). Section 2(b)(ii) of the Original Agreement is
hereby amended to read as follows:
”(ii) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to
earn, for each fiscal year of the Company ending during the Employment Period, an annual cash
performance bonus (an “Annual Bonus”) determined by the REIT’s Board of Directors, or the
Compensation Committee thereof, in its discretion.”
4. Amendment to Section 2(b)(iii). Section 2(b)(iii) of the Original Agreement is
hereby amended to read as follows:
”(iii) Incentive, Savings and Retirement Plans. During the Employment Period, the
Executive shall be entitled to participate in the Company’s 401(k) plan, and in such other
incentive, savings and retirement plans as the Company may, in its discretion, from time-to-time
provide.”
5. Amendment to Section 2(b)(vi). Section 2(b)(vi) of the Original Agreement is
hereby amended to read as follows:
”(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to
such fringe benefits and perquisites as the Company may, in its discretion, from time-to-time
provide. The Company shall also reimburse the Executive for (a) the costs of maintaining a
cellular phone, and (b) the costs of maintaining an automobile in an amount up to $375 per
month.”
6. Amendment to Section 2(b)(vii). Section 2(b)(vii) of the Original Agreement is
hereby amended to read as follows:
”(vii) Vacation. During the Employment Period, the Executive shall not be entitled to any
paid vacation (other than any such vacation accrued prior to the date hereof).”
7. Amendment to Section 3(a). Section 3(a) of the Original Agreement is hereby
amended to read as follows:
”(a) Death or Disability. The Executive’s employment shall terminate automatically upon
the Executive’s death or Disability during the Employment Period. For purposes of this
Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with
the Company on a half-time basis for ninety (90) consecutive days or on a total of one hundred
eighty (180) days in any twelve (12) month period, in either case as a result of incapacity due
to mental or physical illness which is determined to be total and permanent by a physician
selected by the Company and reasonably acceptable to the Executive or the Executive’s legal
representative.”
8. Amendment to Sections 3(c)(i) and 3(c)(ii). Sections 3(c)(i) and 3(c)(ii) of the
Original Agreement are hereby amended to read as follows:
”(i) the assignment to the Executive of any duties materially inconsistent in any respect
with the Executive’s position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 2(a) of this Agreement, or any
other action by the Company which results in a material diminution in such position, authority,
duties or responsibilities (other than any such diminution necessitated by the Executive’s
half-time work schedule), excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive;
(ii) the Company’s reduction of the Executive’s annual Base Salary, as in effect on the
date hereof or as the same may be increased from time to time (other than reductions in annual
Base Salary that generally affect all senior executives of the Company ratably);”
9. Relation to Original Agreement. This Amendment shall be governed and construed on
the same basis as the Original Agreement, as set forth therein. Except as expressly provided for
in this Amendment, no other term or provision of the Original Agreement is amended or modified in
any respect. The provisions of this Amendment shall be effective from and after the Effective
Date.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
| BIOMED REALTY TRUST, INC. |
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| By: | /s/ XXXX X. GOLD | |||
| Name: | Xxxx X. Gold | |||
| Title: | Chief Executive Officer | |||
| BIOMED REALTY, L.P. |
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| By: | BioMed Realty Trust, Inc., its general partner | |||
| By: | /s/ XXXX X. GOLD | |||
| Name: | Xxxx X. Gold | |||
| Title: | Chief Executive Officer | |||
| EXECUTIVE |
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| /s/ XXXX X. XXXXXXXX | ||||
| Xxxx X. Xxxxxxxx | ||||
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