Ex-10.50
AMENDMENT TO
EMPLOYMENT AGREEMENT
The EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 11, 2000, by
and between Prime Retail, Inc., a Maryland corporation ("Prime"), and the sole
general partner of Prime Retail, L.P., a Delaware limited partnership (the
"Operating Partnership"), and Xxxxxx Xxxxxxx (the "Executive"), is hereby
amended by this Amendment, effective April 2, 2001, in the following respects:
1. Section 3(b) of the Agreement is hereby amended as follows:
(b) Performance Bonus.
In addition to the Base Salary, Executive shall have the right to receive,
and the Company agrees to pay to Executive, a performance bonus for each
calendar year during the Term of this Agreement, in such amounts as the
Committee, in its sole discretion, may determine (the "Performance Bonus").
If the Board, either directly or through the Committee, establishes
performance measures for senior officers (which term is intended to include
Executive), those established criteria will be used to determine
Executive's entitlement to a Performance Bonus. Notwithstanding the
foregoing, nothing in this Agreement obligates the Board to establish such
performance measures, and the lack of established performance measures will
not constitute a breach of this Agreement in any manner. In lieu of
established performance measures, the Board will determine Executive's
Performance Bonus solely in its discretion. The parties hereto acknowledge
that any corporate or individual performance objectives established
pursuant to this Section 3(b) will be determined prior to, or as soon as
possible after, the beginning of each calendar year and that such
objectives may objectively be met by Executive. The aggregate Performance
Bonus for a calendar year payable in accordance with the provisions of this
Section 3(b) is expected to be up to 100% or more of the Base Salary for
such calendar year. Further, Executive shall only be entitled to receive a
Performance Bonus for a calendar year if Executive has been and continues
to be retained by the Company as an executive officer of the Company for
the full calendar year or if (i) the Company terminates Executive's
employment without Cause (as defined below), (ii) Executive terminates his
employment for Good Reason (as defined below), (iii) Executive terminates
his employment for any reason simultaneously with, or within six months
following, a Change of Control, or (iv) if Executive does not terminate his
employment simultaneously with, or within six months following, a change of
control, and Executive's employment ends for any reason within 24 months
following a Change of Control. Any amount of Performance Bonus required to
be paid to Executive for a calendar year during the Term of this Agreement
shall be paid by the Company to Executive during the pay period of the
Company following finalization of the audit for such calendar year and
final review and approval of the bonus calculation by the Committee, and,
in all events, on or before March 31 of the year immediately following the
end of the calendar year for which such Performance Bonus is attributable.
2. Section 4(d) of the Agreement is hereby amended as follows:
(d) Termination Following a Change of Control.
If (i) Executive terminates this Agreement for any reason simultaneously
with a Change of Control (in which event notice under Section 2 above shall
not be necessary and the termination payments to be made under Sections
4(d)(1), 4(d)(2) and 4(d)(3) shall be paid simultaneously with, and as a
part of, the Change of Control), (ii) within six (6) months following a
Change of Control Executive terminates this Agreement for any reason,
subject to the notice provisions of Section 2 hereof, or (iii) within 24
months following a Change of Control, the Company terminates this Agreement
during its original term other than for Cause or Executive terminates this
Agreement during its original term with Good Reason, the Company shall pay
Executive (and Executive's eligible dependents with respect to paragraph
(D) below) the following benefits and payments:
(1) all accrued but unpaid amounts of Base Salary and vacation
through the effective date of termination, payable in
accordance with the provisions of Sections 3(a) and 3(d) above;
(2) a termination payment in an amount equal to the product of
(x) the number of full and partial years remaining in the
Original Term (or, if greater, 2 years) and (y) the One-Year Pay
Equivalent, which amount shall be payable within thirty (30)
days of the effective date of termination;
(3) any vested benefits or amounts pursuant to Section 3(c),
3(e), 3(f) and 3(g) hereof through the effective date of
termination, payable in accordance with the provisions of any
such plan(s); and
(4) the health insurance benefits described in Section 3(c)(1)
above for the maximum period permitted under COBRA at the
Company's sole expense, together with either (i) additional
benefits equivalent to those in effect at the date of
termination, such that Executive will receive Company-paid
coverage for a total of 24 months or (ii) if providing such
benefits is not permitted by the tax laws or applicable benefit
plans, the after-tax equivalent of the premiums paid by the
Company for such coverage.
3. This Amendment may be executed in one or more counterparts which taken
together shall constitute one and the same instrument.
EXECUTIVE:
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
PRIME RETAIL, INC., a Maryland PRIME RETAIL, L.P., a Delaware
corporation limited partnership
By: /s/Xxxxx X. Xxxxxxx By: Prime Retail, Inc.
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Name: Xxxxx X. Xxxxxxx Its: Sole General Partner
Title: President & Chief Executive By: /s/ Xxxxx X. Xxxxxxx
Officer ---------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
