EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(this “Agreement”), dated as of January 1, 2008 (the
“Effective Date”), is between MHC Operating Limited Partnership, an Illinois limited
partnership (the “Company”), and Xxx XxXxxxx (“Executive”).
AGREEMENT
In consideration of the mutual promises and agreements set forth herein, the parties hereto
agree as follows:
1. Employment. The Company and Executive agree that Executive shall be employed by
the Company during the Term (as defined in Section 2 below), upon the terms and conditions
set forth in this Agreement. Executive’s title shall be President of the Company’s corporate
parent, Equity LifeStyle Properties, Inc., a Maryland corporation (“ELS”). Executive shall
possess such powers and perform such duties as are normally incident to such position (except as
set forth in Section 5(a) below). Executive shall devote his full business time and
attention to the business affairs of the Company and its affiliates (except for reasonable
vacations, sick days, personal days and similar time off and a reasonable amount of time for the
performance of civic, educational and charitable functions).
2. Employment Period. The term of employment of Executive under this Agreement (the
“Term”) shall be the period commencing on the Effective Date and continuing until the three
(3) year anniversary of the Effective Date (unless this Agreement is earlier terminated as provided
herein).
3. Compensation. Executive shall be compensated for services rendered by Executive to
the Company and its affiliates as follows:
(a) Annual Salary. The Company will pay Executive a base salary at the annual rate of
$300,000 (“Base Salary”), less applicable tax withholdings, payable at the Company’s
regular employee payroll intervals. On each anniversary of the Effective Date (the “Adjustment
Date”), the annual Base Salary shall be increased in accordance with the following formula:
the annual Base Salary paid in the last full year preceding the Adjustment Date shall be multiplied
by a fraction, the numerator of which is the Consumer Price Index—All Urban Consumers, South
Region All Items, 1982-1984=100, compiled and published by the United States Department of Labor,
Bureau of Labor Statistics (“CPI”) for the month closest to the Adjustment Date for which
final, adjusted CPI figures are available, and the denominator of which is the final, adjusted CPI
for the month twelve months prior to such month. The resulting product shall be the new annual
Base Salary; provided, however, that in no event shall the Base Salary for any year be less than
that for the previous year.
(b) Annual Bonus. Executive shall be eligible to receive an annual non-equity
incentive compensation payment (“bonus”) based on certain performance targets established
by Executive and the Compensation, Nominating and Corporate Governance Committee of ELS’s Board of
Directors (the “Committee”) at the beginning of each year. Executive may earn a bonus in an amount
up to three (3) times the Base Salary on an annual basis, subject to the approval of the Committee.
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(c) Restricted Stock. Executive shall receive a grant of 30,000 shares of ELS
restricted common stock pursuant to the ELS 1992 Stock Option and
Stock Award Plan, as amended from time to time. The Restricted Stock
vests in three equal installments, one-third on the Effective Date,
one-third on the first anniversary of the Effective Date and
one-third on the second anniversary of the Effective Date.
4. At-Will Employment. Executive shall be employed by the Company as an employee
at-will. The Company and Executive acknowledge and agree that as an employee at-will, Executive’s
employment may be terminated at any time, for any reason, whether with or without cause, by either
the Company or Employee.
5. General Terms.
(a) Privileged Access. Executive shall have no authority, on behalf of the Company or
its affiliates, to enter into any agreement with any entity controlling, controlled by or
affiliated with Privileged Access L.P. (“PA”) However, as the sole equity owner of PA, Executive
shall have sole authority to determine the accounting and tax policies of PA, which authority shall
include, without limitation, complete control of the preparation and filing of PA’s tax returns and
related forms and the engagement of PA’s financial and tax advisors.
(b) Severance. If Executive’s employment with the Company is terminated by the
Company without cause during the Term, Executive shall receive the following benefits: (i) payment
of a pro rata portion of Executive’s potential bonus for the applicable year during which such
termination occurs (the “Termination Year”), (ii) payment as severance pay of an amount
equal to two (2) times the Base Salary for the Termination Year, (iii) the continuation, at the
Company’s expense, until the earlier of the date [24] months following such termination or the date
on which Executive obtains employment with another employer (the “Continuation Period”), on
behalf of Executive and his dependents and beneficiaries, of all health insurance benefits provided
to similarly situated executives who continue in the employ of the Company during such Continuation
Period, and (iv) all theretofore unvested restricted stock issued to Executive pursuant to
Section 3(c) above shall immediately vest.
(c) Non-Compete. Executive agrees that during the period of Executive’s employment
with the Company or its affiliates, and for a period of two (2) years following the termination
thereof, Executive shall not, directly or indirectly, (i) engage or participate in any business
activity that directly competes with the business activities of the Company or its affiliates, in
the respective geographic areas in which such activities are conducted, (ii) solicit business
(other than for the Company or its affiliates) from any customers of the Company or its affiliates
for such purpose, or (iii) solicit for employment or employ any employee of the Company or its
affiliates for such purpose.
(d) Conflicts of Interest. In accordance with the Company’s Business Ethics and
Conduct Policy, Executive shall fully disclose the relevant facts pertaining to any potential
transaction that might conflict with the proper performance of Executive’s duties on behalf of the
Company and its affiliates, or adversely impact Executive’s independent judgment with respect to
same, or otherwise result in a conflict of interest, so that the Company may make an informed,
independent decision regarding the transaction.
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6. Miscellaneous Provisions.
(a) Amendment and Termination. This Agreement may not be amended or terminated except
by written instrument signed by the parties hereto.
(b) Modification and Waiver of Breach. No waiver or modification of this Agreement
shall be binding unless it is in writing, signed by the parties hereto. The waiver by the Company
or Executive of any term or breach of this Agreement shall not prevent a subsequent enforcement of
such term or any other term and shall not be deemed to be a waiver of any subsequent breach.
(c) Notice. Any notice required or permitted to be given under this Agreement shall be
in writing and delivered personally (which shall include delivery via express courier such as
Federal Express) or sent by registered or certified mail, return receipt requested, addressed as
follows:
If to the Company :
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MHC Operating Limited Partnership c/o Equity LifeStyle Properties, Inc. Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Legal Department |
|
If to Executive:
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Xxx XxXxxxx 0000 Xxxxxxxx Xxxx Xxxxx 000 Xxxxxx, XX 00000 |
Either the Company or Executive may, at any time, by notice to the other, designate another address
for service of notice on such party. When the notice is dispatched as provided for above, the
notice shall be deemed to be given when the addressee receives the notice, or within three (3) days
after it is sent, whichever is earlier.
(d) Entire Agreement. This Agreement constitutes the entire understanding between the
parties with respect to the subject matter hereof, superseding all negotiations, prior discussions
and preliminary agreements, whether written or oral.
(e) Counterparts. The Agreement may be executed in multiple counterparts, any one of
which shall be deemed an original and all of which taken together shall constitute a single
instrument.
(f) Governing Law. This Agreement, and all matters or disputes relating to the
validity, construction, performance or enforcement hereof, shall be governed, construed and
controlled by and under the laws of the State of Illinois, without regard to principles of
conflicts of law.
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7. Acknowledgment. Executive acknowledges that he has read, understands and accepts
the provisions of this Agreement. Executive also acknowledges that he has had the opportunity to
review the terms and conditions of this Agreement with advisors of his choice.
IN WITNESS WHEREOF, each of the parties has executed this Employment Agreement as of the date
and year first above written.
| EXECUTIVE: |
||||||
| /s/ Xxx XxXxxxx | ||||||
| Xxx XxXxxxx | ||||||
| COMPANY: MHC OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership |
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| By: | MHC Trust, | |||||
| a Maryland real estate investment trust | ||||||
| Its: | General Partner | |||||
| By: | Equity LifeStyle Properties, Inc., | |||||
| a Maryland corporation | ||||||
| Its: | Sole Voting Shareholder | |||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxxx | |||||
| Title: | CEO & President | |||||
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