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CONSOLIDATED AGREEMENT:
NOTICE OF RETIREMENT AND RELEASE
AND COVENANT NOT TO COMPETE
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This Consolidated Agreement ("Agreement") made this first day of January,
1999 by and between Xxxxxx X. Xxxxxx, individually (hereinafter referred to as
"Xxxxxx") and The Taubman Company Limited Partnership, (hereinafter referred to
as "TTC"), which, for purposes of this Agreement, will include its officers,
directors, employees, representatives, partners, attorneys, successors, assigns,
affiliates, and related entities.
WITNESSETH:
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In consideration of the mutual covenants and promises contained in this
Agreement, and as consideration for past services rendered by Xxxxxx, TTC and
Xxxxxx agree as follows:
1. Effective January 1, 1999 and pursuant to prior notice, Xxxxxx retires
from his employment with TTC. Xxxxxx agrees and acknowledges his final day of
employment with TTC was December 31, 1998.
2. As consideration for entering into this Agreement, TTC shall xxxxx
Xxxxxx an option or options to purchase a designated number of mutual fund
shares with an initial aggregate value on the date of the grant(s) in the amount
of Two Million Six Hundred Sixty-Six Thousand Six
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Hundred Sixty-Seven Dollars ($2,666,667.00) under The Taubman Company Limited
Partnership Key Employee Security Option Program (the "KeySOPTM"). A copy of
said "KeySOP" is attached hereto as Exhibit "A" and is incorporated by this
reference. The exercise price payable on exercise of any such option(s) shall be
equal to 25% of the initial fair market value of the mutual fund shares subject
to such option(s), determined as of the option(s) date of grant. Xxxxxx shall
have ten (10) years from the date of grant of each such option in which to
exercise the option. Xxxxxx'x right to exercise any such option shall be
determined based on the terms and conditions set forth in the program. If all
options are exercised, the aggregate exercise price will equal Six Hundred
Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($666,667.00) plus any
option(s) payment on dividends reinvested in the mutual fund shares.
3. As additional consideration for entering into this Agreement, TTC
agrees to provide Xxxxxx identical medical and dental insurance coverage as it
applies to its senior executive employees for the period January 1, 1999 through
December 31, 2004. It is mutually acknowledged and agreed that the medical and
dental coverage contemplated under this paragraph is subject to good faith
changes or amendments which may occur under TTC's benefit plans and that Xxxxxx
will be provided identical coverage whenever TTC's regular senior executive
medical or dental insurance coverage is changed or amended. It is further agreed
the insurance coverage provided under this Agreement is to be secondary to any
other coverage Xxxxxx may acquire or become eligible to receive, such as
Medicare, unless otherwise required by law.
4. In exchange for the consideration set forth in this Agreement, Xxxxxx
agrees to release, waive, and discharge TTC from any causes of action, claims,
damages, attorneys fees, or any other liabilities or claims as more fully set
forth in Exhibit "B," attached hereto and incorporated by this reference. It is
mutually agreed that nothing in this Agreement or in Xxxxxx'x
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Release contained in Exhibit "B" will impact or otherwise affect TTC's
indemnification of Xxxxxx while he was employed or associated with TTC.
Accordingly, TTC specifically undertakes to indemnify, defend and hold Xxxxxx
harmless from and against all claims, actions, damages, liabilities, judgments,
costs, expenses (including attorneys' fees), incurred by Xxxxxx which arise out
of or are related to Xxxxxx'x employment with TTC.
5. It is mutually agreed that TTC will be responsible for and undertake
the completion of the relocation of Xxxxxx'x office from its current location to
a suitable space in the building now occupied by the firm of Miro, Weiner, and
Xxxxxx, a professional corporation, at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx
Xxxxx, XX 00000-0000. TTC's obligations under this paragraph shall include costs
for the space buildout, as well as operating expenses, including rent and the
cost of a person serving as assistant/secretarial support, through December 31,
1999.
6. TTC further agrees to reimburse Xxxxxx for expenses such as travel,
hotel, and other business and entertainment expenses incurred by Xxxxxx for TTC
related business activity.
7. Xxxxxx agrees for the period January 1, 1999 through December 31, 2003,
inclusive, that he will not render services to, be employed by, serve on the
Board of Directors of, or directly own any business entity which is primarily
engaged in the development, management, or ownership of regional shopping
centers.
8. TTC specifically advises Xxxxxx, by this paragraph, to consult with an
attorney of Xxxxxx'x choice, at Xxxxxx'x expense, before signing this Agreement.
Xxxxxx understands there is a sufficient amount of time totaling at least
twenty-one (21) days from the date of receipt of this Agreement to consider the
terms of this Agreement and to decide whether to accept the terms therein.
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9. The parties agree not to disclose the terms of this Agreement to any
third party, except as required by law or as necessary for the purposes of
receiving counsel from the parties' families, attorneys, accountants, or other
advisors.
10. This Agreement is binding on and shall inure to the benefit of Xxxxxx
and TTC, their heirs, officers, directors, representatives, partners,
successors, and assigns.
11. Xxxxxx acknowledges being entitled to revoke this Agreement within
seven (7) days after signing it, and that the Agreement shall not become
effective or enforceable until this revocation period has expired. If Xxxxxx
timely revokes this Agreement, Xxxxxx agrees to immediately return to TTC any
consideration received as provided under this Agreement. A revocation must be in
writing and either postmarked and addressed to TTC or hand delivered to TTC
within seven (7) days after Xxxxxx signed this Agreement.
12. By signing this Agreement, Xxxxxx acknowledges having had a full and
fair opportunity to discuss all aspects of this Agreement with Xxxxxx'x
attorney, if Xxxxxx chooses to do so; and has carefully read this Agreement,
understands it, and is entering into it voluntarily and knowingly, which means
no one is forcing or pressuring Xxxxxx to sign it.
13. This Agreement, including references to incorporated Exhibits,
constitute the entire Agreement between Xxxxxx and TTC. Any modification to this
Agreement must be made in writing and signed by Xxxxxx and a duly authorized
representative of TTC.
14. If any provision of this Agreement is ruled to be invalid,
unenforceable, or illegal, TTC and Xxxxxx agree that the rest of this Agreement
will remain enforceable and that the Agreement will be construed as if it never
contained the invalid, unenforceable, or illegal provision.
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15. This Agreement is to be interpreted, construed and applied in
accordance with the laws of the State of Michigan, except if applicable federal
law provides differently.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed.
THE TAUBMAN COMPANY LIMITED XXXXXX X. XXXXXX
PARTNERSHIP
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxxx
Date: July 27, 1999 Date: June 28, 1999
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EXHIBIT B
RELEASE
Pursuant to Xxxxxxxxx 0, Xxxxxx agrees to the following as it pertains to
his employment with TTC:
In exchange for the consideration set forth in this Agreement, Xxxxxx
agrees to release, waive, and discharge TTC from any causes of action, claims,
damages, attorneys fees, or any other liabilities or claims whatsoever in
nature, whether in law or in equity, known or unknown, that Xxxxxx has, may
have, or may have had against TTC. These waivers, releases, and discharges
constitute a general release, extinguish any claims and preclude any litigation
by Xxxxxx against TTC based on anything that occurred on or before the date on
which Xxxxxx signs this Agreement, and are effective to the fullest extent
permitted by law. This means that Xxxxxx gives up, to the fullest extent
permitted by law, any right to file any lawsuit or any complaint with any
government agency or court of law against TTC about anything arising in the
course of Xxxxxx'x employment under any local, state, or federal statute, law,
or regulation, including but not limited to the Age Discrimination in Employment
Act, the Older Workers' Benefits Protection Act, Title VII of the Civil Rights
Act of 1964, The Americans with Disabilities Act, the Xxxxxx-Xxxxxx Civil Rights
Act (State of Michigan), the Michigan Persons with Disabilities Civil Rights
Act, as amended, and any other local, state, or federal statue or any cause of
action under common law. Xxxxxx understands that the only claims he is not
waiving and releasing are claims that, as a matter of law, cannot be released
and waived, including, but not limited to any fully vested benefits under TTC's
retirement plans and any other fully vested benefits to which Xxxxxx would be
entitled under TTC's current benefit plans.
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This Release will not be construed to prohibit Xxxxxx from filing a Charge
of Discrimination with the Equal Employment Opportunity Commission ("EEOC").
This Release, however, includes a release of Xxxxxx'x rights to file a court
action or to seek individual remedies or damages in any EEOC-filed court action,
and that release will also apply to any proceedings arising from or relating to
a Charge of Discrimination with the EEOC.
