BEDFORD PROPERTY INVESTORS, INC. SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts • New York
Bedford Property Investors, Inc., a Maryland corporation (the “Company”), proposes to issue and sell (the “Private Placement”) to RBC Dain Rauscher Inc. (the “Initial Purchaser”) upon terms set forth in a purchase agreement dated as of July 29, 2003 (the “Purchase Agreement”) between the Company and the Initial Purchaser, 805,000 shares of 8.75% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Company (the “Shares”). As an inducement to you to enter into the Purchase Agreement and purchase the Shares and in satisfaction of a condition to your obligations under the Purchase Agreement, the Company agrees with the Initial Purchaser for the benefit of the holders from time to time of the Shares, as follows:
Lafayette, CA 94549Retention Agreement • August 8th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts
Bedford Property Investors, Inc., a Maryland corporation (the “Company”), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the uncertainty and questions, which might arise among management in the context of a change in control of the Company, could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of July 15, 2003 by and between Peter B. Bedford (“Bedford”) and Bedford Property Investors, Inc., a Maryland corporation and successor in interest to ICM Property Investors, Incorporated (the “Company”), and amends the Employment Agreement between the Company and Bedford dated February 17, 1993 as amended by Amendment No. 1 to Employment Agreement (collectively, the “Agreement”).
