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SEPARATION AGREEMENT
This Agreement (the "Agreement") is entered into this 9th day of March,
2001 by and between Xxxxxxx X. Xxxxxxx ("Treonis") and Inland Real Estate
Corporation, a Maryland Corporation (the "Company").
RECITALS
X. Xxxxxxx has served as the Company's President and Chief Executive
Officer pursuant to a written employment agreement dated as of July 1, 2000 (the
"Old Agreement").
B. On or about December 14, 2000 the July 1, 2000 employment agreement was
terminated and a new employment agreement executed between the Company and
Treonis (the "New Agreement").
X. Xxxxxxx has served as the Company's President and Chief Executive
Officer since July 1, 2000.
X. Xxxxxxx has offered to resign that position and the Company has agreed
to accept that resignation subject to the mutually agreed upon conditions
contained herein.
X. Xxxxxxx and the Company have entered into this Agreement to settle all
potential disputes and resolve all questions between them with respect to the
rights and obligations of both parties.
NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. Concurrent with execution of this Agreement, Treonis shall submit a
letter of resignation from his positions as President, Chief Executive
Officer and a Director of the Company in the form attached as Exhibit A.
2. The Company will pay Treonis the amount of $34,801.92. Treonis and the
Company agree that the payment includes no amount attributable to any
Initial Restricted Shares or Long-term Grant Restricted Shares as
defined under the terms of the New Agreement and such shares are
forfeited. Treonis and the Company agree that the issuance of any shares
of stock of the Company to Treonis be and are hereby cancelled and
Treonis hereby assigns to the Company any rights which he may have to
any such shares and any certificates representing any such shares.
Treonis will execute any documents requested by the Company to effect
any transfer, including but not limited to, appropriate stock powers,
all duly endorsed in blank. Treonis represents and warrants that he has
not transferred, pledged, assigned, sold, or otherwise conveyed the
shares or any interest in the shares.
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3. The company releases Treonis from all claims, actions, allegations,
causes of action, demands, defenses, counterclaims, setoffs, judgments,
liabilities, rights or declarations whatsoever, whether in law or in
equity, belonging to the Company which have arisen, could have arisen,
arise now or may hereafter arise by reason of any matter, cause or thing
whatsoever, on or at any time prior to the date hereof, whether known or
unknown, whether liquidated or unliquidated and whether or not brought
in any court or forum whatsoever and which relates to or arises from
execution of the New Agreement, excepting only claims brought to enforce
this Agreement.
4. Treonis releases the Company, its officers, agents, directors and
shareholders from all claims, actions, allegations, causes of action,
demands, defenses, counterclaims, setoffs, judgments, liabilities,
rights or declarations whatsoever, whether in law or equity, belonging
to Treonis which have arisen, could have arisen, arise now or may
hereafter arise by reason of any matter, cause or thing whatsoever, on
or at any time prior to the date hereof, whether known or unknown,
whether liquidated or unliquidated and whether or not brought in any
court or forum whatsoever and which relates to or arises from execution
of the New Agreement, excepting only claims brought to enforce this
Agreement or any claim for indemnification arising from his employment
to the extent the right to indemnification is contained in the Company's
Bylaws.
5. This Agreement is not intended to constitute and should not be construed
as constituting an admission of fault, wrong doing or liability by any
party relating to an employment agreement between Treonis and this
Company, provided, further, that nothing in this Agreement shall be
construed as a ratification, waiver or admission as to the validity of
the New Agreement by either party.
6. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes, vacates and
terminates any previous agreement between Treonis and the Company
regarding the terms and condition of his employment or compensation.
7. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all such counterparts shall constitute
but one instrument.
8. This Agreement shall be governed and controlled as to validity,
enforcement, interpretation, construction, effect and in all other
respects by the internal laws, but not the laws of conflict, of the
State of Illinois applicable to contracts made in that state.
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IN WITNESS WHEREOF, the parties have hereto executed this Agreement as of
the date first above written.
XXXXXXX X. XXXXXXX INLAND REAL ESTATE CORPORATION
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Its: Chairman
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