FIFTH AMENDMENT of the EMPLOYMENT AGREEMENT between THOMAS C. PRENDERGAST and HERITAGE PROPERTY INVESTMENT TRUST, INC.Employment Agreement • July 12th, 2006 • Heritage Property Investment Trust Inc • Real estate investment trusts
This agreement (the “Agreement”), dated this 9th day of July 2006, is by and between Heritage Property Investment Trust, Inc., a corporation organized under the laws of the State of Maryland and having its principal place of business at 131 Dartmouth Street, Boston, Massachusetts 02116 (the “Company”), and Thomas C. Prendergast, an individual currently residing at 62 Jack Pine Drive, Sudbury, Massachusetts 01776 (the “Executive”):
ContractControl Severance Plan for Employees • July 12th, 2006 • Heritage Property Investment Trust Inc • Real estate investment trusts • Maryland
WHEREAS, contemporaneously with the adoption of this 2006 Change in Control Severance Plan for Employees of the Company (the “Plan”), the Company, Centro Saturn LLC, a Delaware limited liability company (“Parent”), and Centro Saturn MergerSub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“MergerSub”), are entering into an Agreement and Plan of Merger, dated of even date herewith (as such agreement may hereafter be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, the Company will be merged with and into MergerSub (the “Merger”); and
AGREEMENT AND PLAN OF MERGER Among HERITAGE PROPERTY INVESTMENT TRUST, INC., CENTRO SATURN LLC, and CENTRO SATURN MERGERSUB LLC Dated as of July 9, 2006Agreement and Plan of Merger • July 12th, 2006 • Heritage Property Investment Trust Inc • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 9, 2006 (this “Agreement”), is made and entered into by and among Heritage Property Investment Trust, Inc., a Maryland corporation (the “Company”), Centro Saturn LLC, a Delaware limited liability company (“Parent”), and Centro Saturn MergerSub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“MergerSub”, and together with Parent, the “Buyer Parties”).
MEMBERSHIP INTEREST TRANSFER AND ENVIRONMENTAL INDEMNITY RELEASE July 9, 2006Membership Interest Transfer And • July 12th, 2006 • Heritage Property Investment Trust Inc • Real estate investment trusts
This Membership Interest Transfer and Environmental Indemnity Release (this “Agreement”) is entered into as of the date set forth above by and among: (a) New England Teamsters & Trucking Industry Pension Fund (“NETT”); (b) Net Realty Holding Trust (“Net Realty”); (c) Net Properties Management, Inc. (together with Net Realty and NETT, the “Indemnifying Parties”); (d) Heritage Property Investment Trust, Inc. (“Heritage”); (e) Heritage Property Investment Limited Partnership (“Heritage OP”); (f) Heritage Realty Limited Partnership and (g) Heritage Realty Trust, Inc., (h) Heritage Realty Management, Inc. (“Heritage Management”) (the parties listed in (a) through (h) together, the “Indemnified Parties”); (i) NET 131 LLC (“NET 131”); and (j) NET Manager LLC (the ”LLC”), in its capacity as manager of 131 Dartmouth Street LLC (the “Manager”).
