EXHIBIT 10.37
X. Xxxx Xxxxxxxx
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
(000) 000-0000
xxxx.xxxxxxxx@xxxx.xxx
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September 5, 2000
Hand Delivered
--------------
Xx. Xxxxx Xxxxxx
Chief Executive Officer
JDN Realty Corporation
000 Xxxx Xxxxx Xxxxx Xxxx, X. X.
Suite 400
Atlanta, GA 30305
Hand Delivered
--------------
Xx. Xxxx X. Xxxxxx
Vice President
JDN Development Company, Inc.
000 Xxxx Xxxxx Xxxxx Xxxx, X. X.
Suite 400
Atlanta, GA 30305
Re: Termination of Employment
Dear Xxxxx and Xxx:
This letter constitutes notification of the resignation of the undersigned
as President and Director of JDN Development Company, Inc. effective October 5,
2000.
In accordance with my previous conversations with Xxxxx, I will work toward
a smooth transition of my responsibilities to those individuals that will
undertake the duties of the President and Director of JDN Development Company,
Inc. Please advise me as to what actions you desire me to take to effectuate
this transition.
Sincerely,
/s/ X. Xxxx Xxxxxxxx
X. Xxxx Xxxxxxxx
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
(000) 000-0000
(000) 000-0000 (Fax)
xxxx.xxxxxxxx@xxxx.xxx
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October 2, 2000
Xx. Xxxxx Xxxxxx
Chief Executive Officer
000 Xxxx Xxxxx Xxxxx Xxxx, XX
Xxxxxxx, XX 00000
Re: X. Xxxx Xxxxxxxx Consulting Agreement
Dear Xxxxx:
Based upon our conversations over the past few days, the following is my
understanding of the basic terms and conditions of the consulting arrangement
with JDN Development Company, Inc. ("JDN") and the X. Xxxx Xxxxxxxx
("Xxxxxxxx"):
1. Xxxxxxxx will consult with JDN on certain projects assigned to and accepted
by Xxxxxxxx from JDN for the period beginning October 1, 2000 and ending
December 31, 2000.
2. As consideration for the consulting services performed by Xxxxxxxx
xxxxxxxxx, JDN will pay Xxxxxxxx the sum of $25,000 per month on or before
the last day of each month. To the extent required by the Tax Code, JDN will
withhold taxes on said amount.
3. JDN will pay Xxxxxxxx the bonus earned by Xxxxxxxx for the period of
employment from March 7, 2000 until September 30, 2000 in the amount of
$175,000 net of the required withholding on or about October 14, 2000. In
addition to the compensation described in paragraph 2, commencing on October
1, 2000 and ending on December 31, 2000, JDN will also pay Xxxxxxxx as a
bonus an additional $24,000 for each month or partial month Xxxxxxxx
consults with JDN.
4. JDN, at its expense, will provide Xxxxxxxx with a company vehicle through
December 31, 2000.
5. JDN will reimburse Xxxxxxxx for all business expenses incurred in connection
with the performance of consulting services to JDN performed in accordance
herewith.
6. On or before December 31, 2000, Xxxxxxxx will sell his stock in JDN to Xxxxx
Xxxxxx for an amount to be determined.
7. Xxxxxxxx will relinquish the restricted stock in JDN Realty Corporation
awarded to him but will receive the dividend for the third quarter of 2000.
8. JDN hereby agrees that the Non-Competition Agreement made by Xxxxxxxx as set
forth in that certain Employment Agreement between JDN and Xxxxxxxx dated
March 7, 2000 (the "Employment Agreement") is hereby terminated and Xxxxxxxx
shall have the right to compete with JDN.
9. XXX xxxxxx agrees to indemnify Xxxxxxxx while acting as a consultant to JDN
to the same extent that JDN indemnified Xxxxxxxx while acting as an officer
and employee of JDN. The indemnity provisions contained in Section 11 of the
Employment Agreement shall apply to Xxxxxxxx while acting as a consultant
hereunder. For the purpose of this letter, the indemnity provisions
contained in Section 11 of the Employment Agreement are modified from and
after September 30, 2000 by substituting "consultant" for "employee" where
applicable in order to provide Xxxxxxxx indemnification from JDN while
acting as a consultant on its behalf in accordance herewith.
10. In the event Xxxxxxxx is required to participate in any administrative or
judicial proceeding involving JDN, JDN agrees to pay Xxxxxxxx for the time
required for preparation and participation in such proceeding and any
expenses, including attorney fees, incurred in connection with such
participation.
11. JDN and Xxxxxxxx will negotiate in good faith to enter into an agreement
whereby Xxxxxxxx will perform certain specific project related assignments
for JDN for a fee based upon the performance of the assignment, e.g. the
sale or joint venture of Xxxxxxxx, NJ. In the event an agreement is not
reached by December 31, 2000, neither JDN nor Xxxxxxxx shall be obligated to
further negotiate such an agreement.
12. Xxxxxxxx will elect Xxxxx Xxxxxx as a director of JDN.
13. JDN acknowledges that Xxxxxxxx will not be required to work full time or be
located in JDN's Atlanta office in order to perform the consulting services
described herein. JDN further acknowledges that Xxxxxxxx will be on vacation
from October 13, 2000 to October 23, 2000, and the Thanksgiving and
Christmas holidays.
If the above summary of the terms and conditions of the agreement between
Xxxxxxxx and JDN for consulting services correctly states your understanding
of our agreement, please indicate your agreement by signing on the line
provided below and returning one fully executed original to Xxxxxxxx.
Sincerely,
/s/ X. Xxxx Xxxxxxxx
The above summary of the terms and conditions of the agreement between Xxxxxxxx
and JDN for consulting services is agreed to and approved.
JDN Development Company, Inc.
By: /s/ Xxxxx Xxxxxx
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Title: Director
