Exhibit 10.5.10
[LETTERHEAD OF CBL & ASSOCIATES PROPERTIES, INC.]
October 24, 2005
Xxxx X. Xxxxxx
CBL & Associates Properties, Inc.
0000 Xxxxxxxx Xxxxx Xxxxxxxxx
Xxxxx 000, XXX Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: Deferred Compensation Arrangement
Dear Xxxx,
This letter agreement is intended to be an amendment of that certain Deferred
Compensation Arrangement between you and CBL dated January 1, 1997, as amended
by letter dated January 27, 2003 (the "Arrangement"). The parties hereto
acknowledge that effective as of December 31, 2004, the date referenced in
Section 5(a)(iv) of the Arrangement was changed from January 2, 2005 to
September 30, 2005.
Per notice from you to CBL's counsel, Xxxx Xxxxx, the Arrangement is not to be
further extended and you have stated that it is your desire to receive the
shares of CBL common stock pursuant to the Arrangement. It is the intention of
CBL and its affiliates to cause the issuance of shares to you following the
close of business on October 21, 2005 with all accruals of stock via deemed
dividend payments being included with respect to the dividend that is being paid
on CBL common stock on October 14, 2005. This procedure is in accord with the
terms of the Arrangement that provide for a payment to you of the shares of CBL
common stock within 30 days of the termination of the Arrangement.
Xxxxx Xxxxxxx of CBL's accounting office advises that the gross number of shares
to be issued to you is 174,403. The shares of CBL common stock you will be
receiving are fully-registered and tradeable shares. We have been advised that
you intend to pay the applicable employment/withholding taxes in cash and that
Xxxxx has advised you of the amount of applicable employment/withholding taxes.
Upon CBL's receipt of the employment/withholding taxes, the total of 174,403
shares will be issued to you.
With the delivery of the referenced shares to you, the Arrangement will be
terminated in all respects other than any obligations with respect to
indemnities or representations made in the Agreement that survive its
termination. Any portion of your 2005 annual salary that has not accrued as of
1
September 30, 2005, will be paid to you in cash via your regular paycheck. No
further share amounts will accrue in the Arrangement.
Our mutual execution of this letter agreement will constitute evidence of our
agreement to its terms. Please execute both counterparts of this letter, retain
one for your files and return the other original counterpart to Xxxx Xxxxx.
Thank you for your attention to these matters.
Sincerely,
CBL & Associates Management, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
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The undersigned has read and understands the terms of this letter agreement and,
by his execution below, the undersigned agrees to the terms of this letter
agreement. Executed to be effective as stated herein.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
