EXHIBIT 10.5
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is
made to be effective as of January 1, 2003, by and between BRE Properties, Inc.
("Company") and Xxxxxx X. Xxxxx, Xx. ("Executive") and amends that employment
agreement between Company and Executive dated June 23, 2000 (the "Employment
Agreement").
The parties hereto agree to amend the Employment Agreement as follows:
1. Annual Performance Bonus. Section 3.2 entitled "Annual Performance
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Bonus" is deleted in its entirety and replaced with the following:
"3.2 Annual Performance Bonus. Effective for the calendar year 2003,
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Executive shall be eligible to receive an annual incentive bonus (the
"Annual Bonus") targeted at eighty percent (80%) of Base Salary for the
achievement of the management by objective criteria established by the
Board (the "MBO Criteria"). It is anticipated that, for any given year, the
amount of the Annual Bonus could range from 0% of Base Salary (in the event
of a failure to achieve the MBO Criteria), to eighty percent (80%) of Base
Salary (in the event of achievement of the MBO Criteria), to between eighty
percent (80%) and one hundred twenty percent (120%) (in the event the
Annual Criteria are exceeded). Except as otherwise specified in this
Agreement, Executive shall earn the Annual Bonus only at the end of each of
the Company's fiscal years during the Term. The Annual Bonus, if earned,
shall be paid within 90 days after the end of each fiscal year."
2. Future Long Term Incentive Awards. Section 3.4 entitled "Future
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Long-Term Incentive Awards" is deleted in its entirety and replaced with the
following:
"3.4. Future Long Term Incentive Awards. Beginning with January 1 of
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the first full calendar year of this Agreement and continuing with each
subsequent fiscal year during the Term, Executive shall be eligible to
receive additional long-term incentive awards at the discretion of the
Board. It is contemplated that such awards will take into account
financial, operating, and other results achieved during the preceding
fiscal year as well as future long-term performance goals. Such awards may
be in the form of options, restricted shares, SARs, stock grants, or any
other form of long-term compensation, as determined by the Board."
3. Effect of Amendment. Except as modified hereby, the Employment Agreement
shall continue in full force and effect. Any reference to the Employment
Agreement shall include this First Amendment.
IN WITNESS WHEREOF, this Agreement has been executed effective as of the
date specified in the first paragraph.
COMPANY: BRE PROPERTIES, INC.
By: /s/ Xxxxx XxXxxxxx
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Its: President and CEO
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EXECUTIVE: XXXXXX X. XXXXX, XX.
/s/ Xxxxxx X. Xxxxx, Xx.
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