AMENDMENT AND TERMINATION OF SEVERANCE AGREEMENT
Exhibit 10.2
AMENDMENT AND TERMINATION OF SEVERANCE AGREEMENT
This Amendment (“Amendment”) and (“Termination”) entered into as of the 18th day of August, 2006 among Sizeler Property Investors, Inc., a Maryland corporation qualified as a real estate investment trust (“SPI”), with principal offices at 0000 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx X. Xxxxxxx Xx., an individual residing in Louisiana (“Executive”) and Revenue Properties (Sizeler) Inc., a Maryland corporation (“Merger Sub” and together with SPI and Executive, the “Parties” and each a “Party”).
RECITALS
WHEREAS, Executive and SPI have entered into a restated Severance Agreement dated as of August 3, 2000 (the “Severance Agreement”) providing for certain rights and obligations as set forth therein including with respect to the occurrence of a Change in Control (as defined therein) of SPI. All used but undefined terms herein shall have the meanings ascribed to them in the Severance Agreement;
WHEREAS, Revenue Properties Company Limited, a corporation formed under the laws of Ontario (“Acquiror”), Merger Sub which is indirectly owned by Acquiror, and SPI are executing and delivering, simultaneous with the execution and delivery of this Letter, an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) providing for a merger of SPI with and into Merger Sub, with Merger Sub surviving, upon the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, the Parties desire to confirm certain understandings concerning the effect of the Change in Control on the Executive’s employment with SPI.
NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein and such other valuable consideration, the Parties intending to be legally bound agree as follows:
1. NO ADVERSE CIRCUMSTANCES. SPI and the Executive hereby acknowledge and agree that consummation of the Merger (as defined under the Merger Agreement), shall not in and of itself constitute Adverse Circumstances under the Severance Agreement.
2. ADDITIONAL PAYMENT OBLIGATIONS. A new Section 7.8 is added to the Severance Agreement as follows:
Notwithstanding Section 6, SPI shall pay Executive the payments described in Sections 6.3.2(A) through 6.3.2.(E) and Section 7 in a lump sum on the day which is 6 months and one day after the closing of an agreement which effectuates the consummation of a Change in Control.
3. TERMINATION. The Severance Agreement is terminated effective as one day after the consummation of the Merger and the Executive will continue to provide services to SPI on an at will basis.
4. GOVERNING LAW. This Letter shall be governed by, and construed in accordance with, the laws of the State of Maryland without regard to conflicts of law provisions thereof.
5. COUNTERPARTS; FACSIMILE. This Letter may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Letter may be executed by facsimile signatures of the Parties hereto.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, this Letter has been duly executed and delivered by the duly authorized officers of the parties as of the date first written above.
| SIZELER PROPERTY INVESTORS, INC. | ||
| By: | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Chairman | |
| REVENUE PROPERTIES (SIZELER) INC. | ||
| By: | /s/ K. (Rai) Sahi | |
| Name: | K. (Rai) Sahi | |
| Title: | Chairman & CEO | |
| XXXXXX X. XXXXXXX, XX. | ||
| /s/ Xxxxxx X. Xxxxxxx, Xx. | ||
| Printed Name: Xxxxxx X. Xxxxxxx, Xx. | ||
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