| Preview
Full Doc
 | 1999 |
Resignation and Release Agreement
Resignation and Release Agreement (33K)
Doc #108973: Click preview link for longer preview.
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the "Agreement"), dated as
of April 21, 1999, by and between New Plan Excel Realty Trust, Inc., a Maryland
corporation (the "Company") and Gary B. Sabin (the "Executive").
WITNESSETH THAT:
WHEREAS, the Executive has been employed as President of the Company
pursuant to the Employment Agreement between the Executive and the Company dated
as of May 14, 1998 (as amended, the "Employment Agreement"); and
WHEREAS, the Executive and the Company have agreed that the
Executive shall resign from his employment with the Company and each of its
subsidiaries and affiliates, and from the Boards of the Directors of the Company
and each of its subsidiaries and affiliates, on the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, the Company and the Executive, in consideration of
the covenants herein set forth, and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, hereby agree as
follows:
1. RESIGNATION OF EMPLOYMENT AND DIRECTORSHIPS
The Executive hereby resigns, effective as of the date hereof (the
"Date of Resignation"), from his employment with the Company, from his positions
as President of the Company and a member of the Board of Directors of the
Company and a member of the Investment Committee thereof, as an officer and
member of the Board of Directors of ERT Development
108973
|
New Plan Excel
As referenced in this Resignation and Release Agreement:
New Plan Excel Realty Trust, – EXHIBIT 10.2
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the "Agreement"), dated as
of April 21, 1999, by and between New Plan Excel Realty Trust, Inc., a Maryland
corporation (the "Company") and Gary B. Sabin (the "Executive").
WITNESSETH THAT:
WHEREAS, the Executive has been employed as President
_____________
New Plan Excel Realty Trust, – Street, Suite 2100
San Diego, California 92101-8197
Attention: Scott N. Wolfe, Esq.
Telecopier: (619) 696-7419
If to the Company, addressed to:
New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
Attention: Chief Executive Officer
Telecopier: (212) 302-4776
or to such
_____________
NEW PLAN EXCEL REALTY TRUST, – the same Agreement.
-17-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement, as of
the date and year first written above.
NEW PLAN EXCEL REALTY TRUST, INC.
By: /s/ Arnold Laubich
--------------------------------------
Name: Arnold Laubich
Title: Chief Executive Officer
/s/ Gary B. Sabin
--------------------------------------
Gary B. Sabin
_____________
dt 109912
;
 Latham & Watkins
As referenced in this Resignation and Release Agreement:
Latham & Watkins
– Campo, Suite 100
San Diego, California 92127
Telecopier: (619) 485-8530
with a copy to:
Latham & Watkins
701 B Street, Suite 2100
San Diego, California 92101-8197
Attention: Scott N. Wolfe,
dt 31100
;
| Gary B. Sabin
|
| Preview
Full Doc
| 1999 |
Resignation and Release Agreement
Resignation and Release Agreement (32K)
Doc #108974: Click preview link for longer preview.
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the "Agreement"),
dated as of April 21, 1999, by and between New Plan Excel Realty Trust, Inc., a
Maryland corporation (the "Company") and Richard B. Muir (the "Executive").
WITNESSETH THAT:
WHEREAS, the Executive has been employed by the Company
pursuant to the Employment Agreement between the Executive and the Company dated
as of September 25, 1998 (as amended, the "Employment Agreement"); and
WHEREAS, the Executive and the Company have agreed that the
Executive shall resign from his employment with the Company and each of its
subsidiaries and affiliates, and from the Boards of the Directors of the Company
and each of its subsidiaries and affiliates, on the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, the Company and the Executive, in
consideration of the covenants herein set forth, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:
1. RESIGNATION OF EMPLOYMENT AND DIRECTORSHIPS
The Executive hereby resigns, effective as of the date hereof
(the "Date of Resignation"), from his employment with the Company, from all of
his positions and offices with the Company and from all other positions and
offices the Executive may currently hold as an officer or member of the board of
directors or trustees (or any committee thereof) of the Company or
108974
|
New Plan Excel
As referenced in this Resignation and Release Agreement:
New Plan Excel Realty Trust, – EXHIBIT 10.3
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the "Agreement"),
dated as of April 21, 1999, by and between New Plan Excel Realty Trust, Inc., a
Maryland corporation (the "Company") and Richard B. Muir (the "Executive").
WITNESSETH THAT:
WHEREAS, the Executive has been employed by the
_____________
New Plan Excel Realty Trust, – Street, Suite 2100
San Diego, California 92101-8197
Attention: Scott N. Wolfe, Esq.
Telecopier: (619) 696-7419
If to the Company, addressed to:
New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas
New York, New York 10036
Attention: Chief Executive Officer
Telecopier: (212) 302-4776
or to such
_____________
NEW PLAN EXCEL REALTY TRUST, – the same Agreement.
-17-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement,
as of the date and year first written above.
NEW PLAN EXCEL REALTY TRUST, INC.
By: /s/ Arnold Laubich
-----------------------------------------
Name: Arnold Laubich
Title: Chief Executive Officer
/s/ Richard B. Muir
-----------------------------------------
Richard B. Muir
_____________
dt 109913
;
Latham & Watkins
As referenced in this Resignation and Release Agreement:
Latham & Watkins
– Campo, Suite 100
San Diego, California 92127
Telecopier: (619) 485-8530
with a copy to:
Latham & Watkins
701 B Street, Suite 2100
San Diego, California 92101-8197
Attention: Scott N. Wolfe,
dt 31101
;
| Richard B. Muir
|
| Preview
Full Doc
| 2003 |
Settlement Agreement and Release
Settlement Agreement and Release (48K)
Doc #131746: Click preview link for longer preview.
SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made
and entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore.com, Inc.) a Delaware corporation
("Homestore"), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome Wagon International, Inc. (as successor-in-interest
to Welcome Wagon Acquisition Corp.), a New York corporation and wholly owned
subsidiary of Homestore ("WW Sub"), with offices located at 30700 Russell Ranch
Road, Westlake Village, CA 91362 on the one hand, and (b) Cendant Corporation, a
Delaware corporation ("Cendant"), with offices located at 9 West 57th Street,
New York, NY 10019, Cendant Membership Services Holdings, Inc., a Delaware
corporation ("Cendant Membership"), with offices located at 1 Campus Drive,
Parsippany, NJ 07054, Century 21 Real Estate Corporation, a Delaware corporation
("Century 21"), with offices located at 1 Campus Drive, Parsippany, NJ 07054,
Coldwell Banker Real Estate Corporation, a California corporation ("Coldwell
Banker"), with offices located at 1 Campus Drive, Parsippany, NJ 07054, ERA
Franchise Systems, Inc., a Delaware corporation ("ERA"), with offices located at
1 Campus Drive, Parsippany, NJ 07054, NRT Incorporated, a Delaware corporation
("NRT"), with offices located at 339 Jefferson Road, Parsippany, NJ 07054, and
Cendant Mortgage Corporation, a New Jersey corporation ("Cendant Mortgage"),
with offices located at 3000 Leadenhall Road, Mount Laurel, NJ 08054 on the
other hand. Cendant and the other parties referred to in clause (b) above may be
referred to collectively as the "Cendant Parties." All parties to this Agreement
shall at times be referred to individually as a "Party" and collectively as the
"Parties."
{PAGE}
WHEREAS, on October 26, 2000, Homestore, Metal Acquisition
Corp., a Delaware corporation ("Metal"), Move.com, Inc., a Delaware corporation
("Move.com"), Welcome Wagon International, Inc., a New York corporation
("Welcome Wagon"), WW Sub, Cendant Membership and Cendant entered into an
Agreement and Plan of Reorganization; and
WHEREAS, pursuant to the terms and conditions of the Agreement
and Plan of Reorganization, the board of directors of each of Cendant, Move.com,
Homestore, Metal, Welcome Wagon and WW Sub, agreed that Homestore would acquire
Move.com, through a statutory merger of Metal with and into Move.com with
Move.com continuing as the surviving corporation, and Welcome Wagon through the
statutory merger of WW Sub with and into Welcome Wagon with Welcome Wagon
continuing as the surviving corporation; and
WHEREAS, in Section 3.4 of the Agreement and Plan of
Reorganization, Homestore stated that it had furnished or made available to
Cendant true and complete copies of all reports or registration statements (the
"SEC Documents") filed by Homestore since August 7, 1999 with the Securities and
Exchange Commission (the "SEC"); and
WHEREAS, in the Agreement and Plan of Reorganization,
Homestore represented and warranted that the SEC Documents complied in all
material respects with the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as the case may be; and
2
{PAGE}
WHEREAS, in the Agreement and Plan of Reorganization,
Homestore represented and warranted that none of the SEC Documents contained any
untrue statements of a material fact or omitted to state a material fact
required to be stated or necessary to make the statements made therein, in light
of the circumstances in which they were made, not misleading, except to the
extent corrected by a document subsequently filed with the SEC; and
WHEREAS, in the Agreement and Plan of Reorganization,
Homestore represented and warranted that the financial statements included in
the SEC Documents complied as to form in all material respects with applicable
accounting requirements and with the published rules and regulations of the SEC
with respect thereto and were prepared in accordance with GAAP consistently
applied (except as may be indicated in the notes thereto or, in the case of
unaudited statements, as permitted by Form 10-Q of the SEC); and
WHEREAS, in the Agreement and Plan of Reorganization,
Homestore represented and warranted that its SEC Documents presented fairly the
consolidated financial position of Homestore at the dates thereof and the
consolidated results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal audit adjustments); and
WHEREAS, in Section 3.12 of the Agreement and Plan of
Reorganization, Homestore represented and warranted that none of the
representations or warranties made in the Agreement and Plan of Reorganization
contained any untrue statements of a material fact or omitted to state any
material fact necessary in order to
3
{PAGE}
make the statements, in the light of the circumstances under which they were
made, not misleading; and
WHEREAS, concurrently with the execution of the Agreement and
Plan of Reorganization, some or all of the Parties, as the case may be, entered
into various ancillary commercial contracts, including the October 26, 2000
Master Operating Agreement between Homestore, Move.com, Cendant, Century 21,
Coldwell Banker and ERA, the October 26, 2000 NRT Listing Agreement between
Homestore and NRT, the October 26, 2000 Marketplace Agreement between Homestore
and Cendant, the October 26, 2000 Marketplace Agreement between Homestore and
ERA, the October 26, 2000 Marketplace Agreement between Homestore and Coldwell
Banker, the October 26, 2000 Marketplace Agreement between Homestore and Century
21, and the October 26, 2000 Web Marketing Agreement between Homestore and
Cendant Mortgage. The agreements listed above shall at times be referred to
individually as an "Ancillary Agreement" and collectively as the "Ancillary
Agreements"; and
WHEREAS, concurrently with the execution of the Agreement and
Plan of Reorganization, Homestore, Cendant and certain Shelf Stockholders
entered into a Registration Rights Agreement (the "Registration Rights
Agreement"); and
WHEREAS, concurrently with the execution of the Agreement and
Plan of Reorganization, Homestore and Cendant Corporation entered into a
Stockholder Agreement (the "Stockholder Agreement"); and
WHEREAS, in consideration of the transactions contemplated by
the Agreement and Plan of Reorganization, Cendant Membership received 26,275,602
shares of Homestore common stock (the "Shares"); and
4
{PAGE}
WHEREAS, on or about December 21, 2001, Homestore announced
that the Audit Committee of its Board of Directors was conducting an inquiry
into Homestore's accounting practices and that Homestore would have to restate
certain of its financial statements; and
WHEREAS, in a filing with the SEC on Form 10-K/A on March 12,
2002, Homestore issued restated financial statements for the year ended December
31, 2000 and in filings with the SEC on Forms 10-Q/A on March 29, 2002,
Homestore issued restated financial statements for the quarterly periods ended
March 31, 2001, June 31, 2001 and September 30, 2001 (collectively the "Restated
Financial Statements"); and
WHEREAS, in a letter dated February 8, 2002, Cendant gave
Homestore written notice of Homestore's alleged breach of the various
representations and warranties contained in the Agreement and Plan of
Reorganization; and
WHEREAS, the Parties desire to settle their dispute with
respect to the foregoing matters on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the
mutual promises set forth herein and intending to be legally bound thereby, the
Parties agree as follows:
131746
|
Homestore
As referenced in this Settlement Agreement and Release:
Homestore, – THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made
and entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore.com, Inc.) a Delaware corporation
("Homestore"), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome
_____________
Homestore. – AND RELEASE ("Agreement") is made
and entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore. com, Inc.) a Delaware corporation
("Homestore"), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome Wagon International, Inc. (as
_____________
"Homestore" – entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore.com, Inc.) a Delaware corporation
("Homestore" ), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome Wagon International, Inc. (as successor-in-interest
to Welcome
_____________
Homestore – 91362, Welcome Wagon International, Inc. (as successor-in-interest
to Welcome Wagon Acquisition Corp.), a New York corporation and wholly owned
subsidiary of Homestore ("WW Sub"), with offices located at 30700 Russell Ranch
Road, Westlake Village, CA 91362 on the one hand, and (b) Cendant Corporation,
_____________
Homestore, – this Agreement
shall at times be referred to individually as a "Party" and collectively as the
"Parties."
{PAGE}
WHEREAS, on October 26, 2000, Homestore, Metal Acquisition
Corp., a Delaware corporation ("Metal"), Move.com, Inc., a Delaware corporation
("Move.com"), Welcome Wagon International, Inc., a New York
_____________
dt 110396
;
Homestore
As referenced in this Settlement Agreement and Release:
Homestore, – THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made
and entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore.com, Inc.) a Delaware corporation
("Homestore"), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome
_____________
Homestore. – AND RELEASE ("Agreement") is made
and entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore. com, Inc.) a Delaware corporation
("Homestore"), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome Wagon International, Inc. (as
_____________
"Homestore" – entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore.com, Inc.) a Delaware corporation
("Homestore" ), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome Wagon International, Inc. (as successor-in-interest
to Welcome
_____________
Homestore – 91362, Welcome Wagon International, Inc. (as successor-in-interest
to Welcome Wagon Acquisition Corp.), a New York corporation and wholly owned
subsidiary of Homestore ("WW Sub"), with offices located at 30700 Russell Ranch
Road, Westlake Village, CA 91362 on the one hand, and (b) Cendant Corporation,
_____________
Homestore, – this Agreement
shall at times be referred to individually as a "Party" and collectively as the
"Parties."
{PAGE}
WHEREAS, on October 26, 2000, Homestore, Metal Acquisition
Corp., a Delaware corporation ("Metal"), Move.com, Inc., a Delaware corporation
("Move.com"), Welcome Wagon International, Inc., a New York
_____________
dt 110396
;
Homestore.com
As referenced in this Settlement Agreement and Release:
Homestore.com, – AND RELEASE ("Agreement") is made
and entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore.com, Inc.) a Delaware corporation
("Homestore"), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome Wagon International, Inc. (as
_____________
Homestore.com, – of Directors of Homestore, including
without limitation, any claims for contribution, indemnification or similar
relief in connection with an action entitled In Re: Homestore.com, Inc., Case
Number 01-CV-11115-MJP ("In Re: Homestore"), in the United States District Court
for the Northern District of California
_____________
Homestore.com, – permitted by applicable law, each of the
purported claims alleged against Richard A. Smith and/or Cendant in an action
entitled In re Homestore.com, Inc. Derivative Litigation, Case No. BC 265709
(consolidated with cases BC265710 and BC266237) filed in the Superior Court of
the State of
_____________
dt 187038
;
|
Homestore.com
As referenced in this Settlement Agreement and Release:
Homestore.com, – AND RELEASE ("Agreement") is made
and entered into as of this 5th day of August, 2003 by and between (a)
Homestore, Inc., (formerly, Homestore.com, Inc.) a Delaware corporation
("Homestore"), with offices located at 30700 Russell Ranch Road, Westlake
Village, CA 91362, Welcome Wagon International, Inc. (as
_____________
Homestore.com, – of Directors of Homestore, including
without limitation, any claims for contribution, indemnification or similar
relief in connection with an action entitled In Re: Homestore.com, Inc., Case
Number 01-CV-11115-MJP ("In Re: Homestore"), in the United States District Court
for the Northern District of California
_____________
Homestore.com, – permitted by applicable law, each of the
purported claims alleged against Richard A. Smith and/or Cendant in an action
entitled In re Homestore.com, Inc. Derivative Litigation, Case No. BC 265709
(consolidated with cases BC265710 and BC266237) filed in the Superior Court of
the State of
_____________
dt 187038
;
Move.com
As referenced in this Settlement Agreement and Release:
Move.com, – individually as a "Party" and collectively as the
"Parties."
{PAGE}
WHEREAS, on October 26, 2000, Homestore, Metal Acquisition
Corp., a Delaware corporation ("Metal"), Move.com, Inc., a Delaware corporation
("Move.com"), Welcome Wagon International, Inc., a New York corporation
("Welcome Wagon"), WW Sub, Cendant Membership and Cendant
_____________
"Move.com" – as the
"Parties."
{PAGE}
WHEREAS, on October 26, 2000, Homestore, Metal Acquisition
Corp., a Delaware corporation ("Metal"), Move.com, Inc., a Delaware corporation
("Move.com" ), Welcome Wagon International, Inc., a New York corporation
("Welcome Wagon"), WW Sub, Cendant Membership and Cendant entered into an
Agreement and Plan
_____________
Move.com, – and
WHEREAS, pursuant to the terms and conditions of the Agreement
and Plan of Reorganization, the board of directors of each of Cendant, Move.com,
Homestore, Metal, Welcome Wagon and WW Sub, agreed that Homestore would acquire
Move.com, through a statutory merger of Metal with and
_____________
Move.com, – Reorganization, the board of directors of each of Cendant, Move.com,
Homestore, Metal, Welcome Wagon and WW Sub, agreed that Homestore would acquire
Move.com, through a statutory merger of Metal with and into Move.com with
Move.com continuing as the surviving corporation, and Welcome Wagon
_____________
Move.com – Homestore, Metal, Welcome Wagon and WW Sub, agreed that Homestore would acquire
Move.com, through a statutory merger of Metal with and into Move.com with
Move.com continuing as the surviving corporation, and Welcome Wagon through the
statutory merger of WW Sub with and into Welcome Wagon
_____________
dt 187134
;
Cendant Corporation
|
| Preview
Full Doc
| 2003 |
Resignation and Release Agreement
Resignation and Release Agreement (33K)
Doc #173994: Click preview link for longer preview.
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the Agreement), dated as of October 15, 2003, by and between Price Legacy Corporation, a Maryland corporation (the Company), and Richard B. Muir (the Executive). Price Legacy and the Executive are each referred to herein sometimes as a Party and collectively as the Parties.
RECITALS
WHEREAS, the Executive has been employed as Vice Chairman and Assistant Secretary of the Company pursuant to the Employment Agreement between the Executive and the Company dated as of April 7, 2003 (the Employment Agreement);
WHEREAS, the Company and the Executive and Gary B. Sabin, Graham R. Bullick and S. Eric Ottesen have entered into a Master Separation Agreement (the Master Separation Agreement), pursuant to which, among other things, the Executive and the Company have agreed that the Executive shall resign from his employment with the Company and each of subsidiaries and affiliates, and from the Boards of the Directors of the Company and each of its subsidiaries and affiliates, on the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, the Company and the Executive, in consideration of the covenants herein set forth, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
1. Effective Date
This Agreement shall become effective upon the occurrence of both of the following events (the date of such occurrence, the Effective Date): (i) execution of this Agreement by the Parties and (ii) expiration of the revocation period set forth in Section 11 below without the Executives having given notice of revocation. Until and unless both of the foregoing events occur, this Agreement shall be null and void and the Employment Agreement shall continue in full force and effect. Upon the occurrence of the foregoing events, the Employment Agreement shall be superseded entirely by this Agreement and the Employment Agreement shall be of no further force or effect.
2. Resignation of Employment and Directorships
The Executive hereby resigns, effective as of the date hereof (the Resignation Date), from his employment with the Company, from his positions as Vice Chairman and Assistant Secretary of the Company and a member of the Board of Directors of the Company and from all other positions the Executive may currently hold as an officer or member of the board of directors or trustees (or any committee thereof) of the Company or any of the Companys direct or indirect majority-owned subsidiaries, including without limitation the entities listed on
Schedule I hereto (the Company and all of its direct or indirect majority-owned subsidiaries (including corporations, partnerships, limited liability companies, joint ventures and other entities) being hereinafter referred to collectively as the Price Legacy Entities). The Executive shall promptly sign and deliver to the Company such other documents as the Company may reasonably determine to be necessary to effect or reflect such resignations.
3. Severance Payments, Benefits and Obligations
(a) On or about the Effective Date, the Company shall pay to the Executive his base salary and accrued and unpaid vacation pay through the Resignation Date to the extent it has not previously been paid. In lieu of and in satisfaction of any severance or other payments due under any severance or other benefit plans maintained by any of the Price Legacy Entities, or any individual agreement previously entered into with the Executive by any of the Price Legacy Entities, including without limitation the Employment Agreement, the Company shall provide the Executive with the payments and benefits set forth in Sections 3(b) through (f) below. The Executive will not be entitled to any additional compensation or benefits from the Company or any other Price Legacy Entity, except as specifically provided in this Agreement.
(b) The Executive acknowledges and agrees that Gary Sabin has exercised his right to purchase from the Company all of its right, title and interest in and to the Master Lease, Note Receivable, Option Agreement and Put Option Agreement by and between the Company and Rose Canyon Business Park LP, dated as of December 12, 2000, and that as a result of such right being exercised the Executive has agreed forgo and waive any right the Executive may have under the Employment Agreement to receive any severance payments under Section 8(a)(iii) thereof.
(c) Until the first anniversary of the Resignation Date, the Executive and his eligible spouse and dependents shall continue to be eligible to receive the benefits that they would have continued to receive under the Companys medical, hospitalization, dental, and life insurance plans, practices and programs, if the Executive had remained employed by the Company, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required to be made by the Executive for such benefits, and subject to the Executives making such contributions) as are in effect from time to time for active Company employees; provided, that if and to the extent that the Executive, his eligible spouse and his eligible dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide them with the economic equivalent of such benefits that they would otherwise be entitled to receive; and provided further, that the foregoing benefits shall terminate if and to the extent that the Executive becomes eligible to receive substantially equivalent benefits under the plans and programs of any subsequent employer (determined on a benefit-by-benefit basis). Medical and dental benefits under this subparagraph may be provided by the Companys payment of a portion of the Executives premiums for continued health coverage under Section 4980B of Internal Revenue Code of 1986, as amended, and in any event the qualifying event that gives rise to the right of the Executive and his eligible spouse and eligible dependents to such continued health coverage shall be deemed to occur on the Resignation Date.
173994
|
Price Legacy
As referenced in this Resignation and Release Agreement:
Price Legacy Corp – Exhibit 10.4
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the Agreement), dated as of October 15, 2003, by and between Price Legacy Corp oration, a Maryland corporation (the Company), and Richard B. Muir (the Executive). Price Legacy and the Executive are each referred to herein sometimes
_____________
Price Legacy Corp – B. Muir
17140 Bernardo Height Drive, Suite 310
San Diego, California 92128
Fax: (858) 487-9890
9
If to the Company, addressed to:
Price Legacy Corp oration
17140 Bernardo Height Drive, Suite 300
San Diego, California 92128
Attention: Chief Executive Officer
Fax: (858) 675-9405
or to such other
_____________
PRICE LEGACY CORP – and the same Agreement.
10
IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date and year first written above.
PRICE LEGACY CORP ORATION
By:
/s/ Jack McGrory
Name:
Jack McGrory
Title:
CEO
:
/s/ Richard B. Muir
Richard B. Muir
11
Schedule 1
PRICE LEGACY ENTITIES
_____________
PRICE LEGACY CORP – Director
S. Eric Ottesen, Secretary and Director
PLC Oakwood Plaza, Inc.
Graham R. Bullick, Pres. and Director
S. Eric Ottesen, Secretary and Director
PRICE LEGACY CORP ORATION
Gary B. Sabin, CEO & Director
Richard B. Muir, Vice Chairman
Graham R. Bullick, SVP
S. Eric Ottesen, SVP
William J. Stone, SVP
_____________
dt 110136
;
| Richard B. Muir
|
| Preview
Full Doc
| 2003 |
Resignation and Release Agreement
Resignation and Release Agreement (33K)
Doc #173995: Click preview link for longer preview.
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the Agreement), dated as of October 15, 2003, by and between Price Legacy Corporation, a Maryland corporation (the Company), and Graham R. Bullick (the Executive). Price Legacy and the Executive are each referred to herein sometimes as a Party and collectively as the Parties.
RECITALS
WHEREAS, the Executive has been employed as President and Chief Operating Officer of the Company pursuant to the Employment Agreement between the Executive and the Company dated as of April 7, 2003 (the Employment Agreement);
WHEREAS, the Company and the Executive and Gary B. Sabin, Richard B. Muir and S. Eric Ottesen have entered into a Master Separation Agreement (the Master Separation Agreement), pursuant to which, among other things, the Executive and the Company have agreed that the Executive shall resign from his employment with the Company and each of subsidiaries and affiliates, on the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, the Company and the Executive, in consideration of the covenants herein set forth, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
1. Effective Date
This Agreement shall become effective upon the occurrence of both of the following events (the date of such occurrence, the Effective Date): (i) execution of this Agreement by the Parties and (ii) expiration of the revocation period set forth in Section 11 below without the Executives having given notice of revocation. Until and unless both of the foregoing events occur, this Agreement shall be null and void and the Employment Agreement shall continue in full force and effect. Upon the occurrence of the foregoing events, the Employment Agreement shall be superseded entirely by this Agreement and the Employment Agreement shall be of no further force or effect.
2. Resignation of Employment and Directorships
The Executive hereby resigns, effective as of the date hereof (the Resignation Date), from his employment with the Company, from his positions as President and Chief Operating Officer of the Company and from all other positions the Executive may currently hold as an officer or member of the board of directors or trustees (or any committee thereof) of the Company or any of the Companys direct or indirect majority-owned subsidiaries, including without limitation the entities listed on Schedule I hereto (the Company and all of its direct or indirect majority-owned subsidiaries (including corporations, partnerships, limited liability
companies, joint ventures and other entities) being hereinafter referred to collectively as the Price Legacy Entities). The Executive shall promptly sign and deliver to the Company such other documents as the Company may reasonably determine to be necessary to effect or reflect such resignations.
3. Severance Payments, Benefits and Obligations
(a) On or about the Effective Date, the Company shall pay to the Executive his base salary and accrued and unpaid vacation pay through the Resignation Date to the extent it has not previously been paid. In lieu of and in satisfaction of any severance or other payments due under any severance or other benefit plans maintained by any of the Price Legacy Entities, or any individual agreement previously entered into with the Executive by any of the Price Legacy Entities, including without limitation the Employment Agreement, the Company shall provide the Executive with the payments and benefits set forth in Sections 3(b) through (f) below. The Executive will not be entitled to any additional compensation or benefits from the Company or any other Price Legacy Entity, except as specifically provided in this Agreement.
(b) The Executive acknowledges and agrees that Gary Sabin has exercised his right to purchase from the Company all of its right, title and interest in and to the Master Lease, Note Receivable, Option Agreement and Put Option Agreement by and between the Company and Rose Canyon Business Park LP, dated as of December 12, 2000, and that as a result of such right being exercised the Executive has agreed forgo and waive any right the Executive may have under the Employment Agreement to receive any severance payments under Section 8(a)(iii) thereof.
(c) Until the first anniversary of the Resignation Date, the Executive and his eligible spouse and dependents shall continue to be eligible to receive the benefits that they would have continued to receive under the Companys medical, hospitalization, dental, and life insurance plans, practices and programs, if the Executive had remained employed by the Company, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required to be made by the Executive for such benefits, and subject to the Executives making such contributions) as are in effect from time to time for active Company employees; provided, that if and to the extent that the Executive, his eligible spouse and his eligible dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide them with the economic equivalent of such benefits that they would otherwise be entitled to receive; and provided further, that the foregoing benefits shall terminate if and to the extent that the Executive becomes eligible to receive substantially equivalent benefits under the plans and programs of any subsequent employer (determined on a benefit-by-benefit basis). Medical and dental benefits under this subparagraph may be provided by the Companys payment of a portion of the Executives premiums for continued health coverage under Section 4980B of Internal Revenue Code of 1986, as amended, and in any event the qualifying event that gives rise to the right of the Executive and his eligible spouse and eligible dependents to such continued health coverage shall be deemed to occur on the Resignation Date.
(d) All options to purchase shares of common stock of the Company granted to the Executive prior to the Resignation Date shall be and become fully vested and exercisable on the
173995
|
Price Legacy
As referenced in this Resignation and Release Agreement:
Price Legacy Corp – Exhibit 10.5
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the Agreement), dated as of October 15, 2003, by and between Price Legacy Corp oration, a Maryland corporation (the Company), and Graham R. Bullick (the Executive). Price Legacy and the Executive are each referred to herein sometimes
_____________
Price Legacy Corp – Graham R. Bullick
17140 Bernardo Height Drive, Suite 310
San Diego, California 92128
Fax: (858) 487-9890
If to the Company, addressed to:
Price Legacy Corp oration
17140 Bernardo Height Drive, Suite 300
San Diego, California 92128
Attention: Chief Executive Officer
Fax: (858) 675-9405
or to such other
_____________
PRICE LEGACY CORP – and the same Agreement.
10
IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date and year first written above.
PRICE LEGACY CORP ORATION
By:
/s/ Jack McGrory
Name:
Jack McGrory
Title:
CEO
/s/Graham R. Bullick, Ph.D.
Graham R. Bullick, Ph.D.
11
Schedule
_____________
PRICE LEGACY CORP – Director
S. Eric Ottesen, Secretary and Director
PLC Oakwood Plaza, Inc.
Graham R. Bullick, Pres. and Director
S. Eric Ottesen, Secretary and Director
PRICE LEGACY CORP ORATION
Gary B. Sabin, CEO & Director
Richard B. Muir, Vice Chairman
Graham R. Bullick, SVP
S. Eric Ottesen, SVP
William J. Stone, SVP
_____________
dt 110137
;
| Graham R. Bullick
|
| Preview
Full Doc
| 2003 |
Resignation and Release Agreement
Resignation and Release Agreement (33K)
Doc #173996: Click preview link for longer preview.
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the Agreement), dated as of October 15, 2003, by and between Price Legacy Corporation, a Maryland corporation (the Company), and S. Eric Ottesen (the Executive). Price Legacy and the Executive are each referred to herein sometimes as a Party and collectively as the Parties.
RECITALS
WHEREAS, the Executive has been employed as Senior Vice President, General Counsel and Secretary of the Company pursuant to the Employment Agreement between the Executive and the Company dated as of April 7, 2003 (the Employment Agreement);
WHEREAS, the Company and the Executive and Gary B. Sabin, Richard B. Muir and Graham R. Bullick have entered into a Master Separation Agreement (the Master Separation Agreement), pursuant to which, among other things, the Executive and the Company have agreed that the Executive shall resign from his employment with the Company and each of subsidiaries and affiliates, on the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, the Company and the Executive, in consideration of the covenants herein set forth, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
1. Effective Date
This Agreement shall become effective upon the occurrence of both of the following events (the date of such occurrence, the Effective Date): (i) execution of this Agreement by the Parties and (ii) expiration of the revocation period set forth in Section 11 below without the Executives having given notice of revocation. Until and unless both of the foregoing events occur, this Agreement shall be null and void and the Employment Agreement shall continue in full force and effect. Upon the occurrence of the foregoing events, the Employment Agreement shall be superseded entirely by this Agreement and the Employment Agreement shall be of no further force or effect.
2. Resignation of Employment and Directorships
The Executive hereby resigns, effective as of the date hereof (the Resignation Date), from his employment with the Company, from his positions as Senior Vice President, General Counsel and Secretary of the Company and from all other positions the Executive may currently hold as an officer or member of the board of directors or trustees (or any committee thereof) of the Company or any of the Companys direct or indirect majority-owned subsidiaries, including without limitation the entities listed on Schedule I hereto (the Company and all of its direct or indirect majority-owned subsidiaries (including corporations, partnerships, limited liability
companies, joint ventures and other entities) being hereinafter referred to collectively as the Price Legacy Entities). The Executive shall promptly sign and deliver to the Company such other documents as the Company may reasonably determine to be necessary to effect or reflect such resignations.
3. Severance Payments, Benefits and Obligations
(a) On or about the Effective Date, the Company shall pay to the Executive his base salary and accrued and unpaid vacation pay through the Resignation Date to the extent it has not previously been paid. In lieu of and in satisfaction of any severance or other payments due under any severance or other benefit plans maintained by any of the Price Legacy Entities, or any individual agreement previously entered into with the Executive by any of the Price Legacy Entities, including without limitation the Employment Agreement, the Company shall provide the Executive with the payments and benefits set forth in Sections 3(b) through (f) below. The Executive will not be entitled to any additional compensation or benefits from the Company or any other Price Legacy Entity, except as specifically provided in this Agreement.
(b) The Executive acknowledges and agrees that Gary Sabin has exercised his right to purchase from the Company all of its right, title and interest in and to the Master Lease, Note Receivable, Option Agreement and Put Option Agreement by and between the Company and Rose Canyon Business Park LP, dated as of December 12, 2000, and that as a result of such right being exercised the Executive has agreed forgo and waive any right the Executive may have under the Employment Agreement to receive any severance payments under Section 8(a)(iii) thereof.
(c) Until the first anniversary of the Resignation Date, the Executive and his eligible spouse and dependents shall continue to be eligible to receive the benefits that they would have continued to receive under the Companys medical, hospitalization, dental, and life insurance plans, practices and programs, if the Executive had remained employed by the Company, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required to be made by the Executive for such benefits, and subject to the Executives making such contributions) as are in effect from time to time for active Company employees; provided, that if and to the extent that the Executive, his eligible spouse and his eligible dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide them with the economic equivalent of such benefits that they would otherwise be entitled to receive; and provided further, that the foregoing benefits shall terminate if and to the extent that the Executive becomes eligible to receive substantially equivalent benefits under the plans and programs of any subsequent employer (determined on a benefit-by-benefit basis). Medical and dental benefits under this subparagraph may be provided by the Companys payment of a portion of the Executives premiums for continued health coverage under Section 4980B of Internal Revenue Code of 1986, as amended, and in any event the qualifying event that gives rise to the right of the Executive and his eligible spouse and eligible dependents to such continued health coverage shall be deemed to occur on the Resignation Date.
(d) All options to purchase shares of common stock of the Company granted to the Executive prior to the Resignation Date shall be and become fully vested and exercisable on the
173996
|
Price Legacy
As referenced in this Resignation and Release Agreement:
Price Legacy Corp – Exhibit 10.6
RESIGNATION AND RELEASE AGREEMENT
This RESIGNATION AND RELEASE AGREEMENT (the Agreement), dated as of October 15, 2003, by and between Price Legacy Corp oration, a Maryland corporation (the Company), and S. Eric Ottesen (the Executive). Price Legacy and the Executive are each referred to herein sometimes
_____________
Price Legacy Corp – S. Eric Ottesen
17140 Bernardo Height Drive, Suite 310
San Diego, California 92128
Fax: (858) 487-9890
If to the Company, addressed to:
Price Legacy Corp oration
17140 Bernardo Height Drive, Suite 300
San Diego, California 92128
Attention: Chief Executive Officer
Fax: (858) 675-9405
or to such other
_____________
PRICE LEGACY CORP – and the same Agreement.
10
IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date and year first written above.
PRICE LEGACY CORP ORATION
By:
/s/ Jack McGrory
Name:
Jack McGrory
Title:
CEO
/s/ S. Eric Ottesen
S. Eric Ottesen
11
Schedule 1
OFFICER RESIGNATION ENTITIES
_____________
PRICE LEGACY CORP – Director
S. Eric Ottesen, Secretary and Director
PLC Oakwood Plaza, Inc.
Graham R. Bullick, Pres. and Director
S. Eric Ottesen, Secretary and Director
PRICE LEGACY CORP ORATION
Gary B. Sabin, CEO & Director
Richard B. Muir, Vice Chairman
Graham R. Bullick, SVP
S. Eric Ottesen, SVP
William J. Stone, SVP
_____________
dt 110138
;
| S. Eric Ottesen
|
| Preview
Full Doc
| 2003 |
Resignation and Release Agreement
Resignation and Release Agreement (30K)
Doc #202979: Click preview link for longer preview.
price legacy corp <br>(sabin gary b)
EX-5 4 a03-4077_1ex5.htm EX-5
Exhibit 5 RESIGNATION AND RELEASE AGREEMENT This RESIGNATION AND RELEASE AGREEMENT (the Agreement), dated as of October 15, 2003, by and between Price Legacy Corporation, a Maryland corporation (the Company), and Gary B. Sabin (the Executive). Price Legacy and the Executive are each referred to herein sometimes as a Party and collectively as the Parties. RECITALS WHEREAS, the Executive has been employed as Co-Chairman and Chief Executive Officer of the Company pursuant to the Employment Agreement between the Executive and the Company dated as of April 7, 2003 (the Employment Agreement); WHEREAS, the Company and the Executive and Richard B. Muir, Graham R. Bullick, and S. Eric Ottesen have entered into a Master Separation Agreement (the Master Separation Agreement), pursuant to which, among other things, the Executive and the Company have agreed that the Executive shall resign from his employment with the Company and each of subsidiaries and affiliates, and from the Boards of the Directors of the Company and each of its subsidiaries and affiliates, on the terms and conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, the Company and the Executive, in consideration of the covenants herein set forth, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows: 1. Effective Date This Agreement shall become effective upon the occurrence of both of the following events (the date of such occurrence, the Effective Date): (i) execution of this Agreement by the Parties and (ii) expiration of the revocation period set forth in Section 11 below without the Executives having given notice of revocation. Until and unless both of the foregoing events occur, this Agreement shall be null and void and the Employment Agreement shall continue in full force and effect. Upon the occurrence of the foregoing events, the Employment Agreement shall be superseded entirely by this Agreement and the Employment Agreement shall be of no further force or effect. 2. Resignation of Employment and Directorships The Executive hereby resigns, effective as of the date hereof (the Resignation Date), from his employment with the Company, from his positions as Co-Chairman and Chief Executive Officer of the Company and a member of the Board of Directors of the Company and a member of the Executive Committee of the Board of Directors of the Company and from all other positions the Executive may currently hold as an officer or member of the board of directors or trustees (or any committee thereof) of the Company or any of the Companys direct
or indirect majority-owned subsidiaries, including without limitation the entities listed on Schedule I hereto (the Company and all of its direct or indirect majority-owned subsidiaries (including corporations, partnerships, limited liability companies, joint ventures and other entities) being hereinafter referred to collectively as the Price Legacy Entities). The Executive shall promptly sign and deliver to the Company such other documents as the Company may reasonably determine to be necessary to effect or reflect such resignations. 3. Severance Payments, Benefits and Obligations (a) On or about the Effective Date, the Company shall pay to the Executive his base salary and accrued and unpaid vacation pay through the Resignation Date to the extent it has not previously been paid. In lieu of and in satisfaction of any severance or other payments due under any severance or other benefit plans maintained by any of the Price Legacy Entities, or any individual agreement previously entered into with the Executive by any of the Price Legacy Entities, including without limitation the Employment Agreement, the Company shall provide the Executive with the payments and benefits set forth in Sections 3(b) through (f) below. The Executive will not be entitled to any additional compensation or benefits from the Company or any other Price Legacy Entity, except as specifically provided in this Agreement. (b) The Executive acknowledges and agrees that the Executive has exercised his right to purchase from the Company all of its right, title and interest in and to the Master Lease, Note Receivable, Option Agreement and Put Option Agreement by and between the Company and Rose Canyon Business Park LP, dated as of December 12, 2000, and that as a result of such right being exercised the Executive has agreed forgo and waive any right the Executive may have under the Employment Agreement to receive any severance payments under Section 8(a)(iii) thereof. (c) Until the first anniversary of the Resignation Date, the Executive and his eligible spouse and dependents shall continue to be eligible to receive the benefits that they would have continued to receive under the Companys medical, hospitalization, dental, and life insurance plans, practices and programs, if the Executive had remained employed by the Company, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required to be made by the Executive for such benefits, and subject to the Executives making such contributions) as are in effect from time to time for active Company employees; provided, that if and to the extent that the Executive, his eligible spouse and his eligible dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide them with the economic equivalent of such benefits that they would otherwise be entitled to receive; and provided further, that the foregoing benefits shall terminate if and to the extent that the Executive becomes eligible to receive substantially equivalent benefits under the plans and programs of any subsequent employer (determined on a benefit-by-benefit basis). Medical and dental benefits under this subparagraph may be provided by the Companys payment of a portion of the Executives premiums for continued health coverage under Section 4980B of Internal Revenue Code of 1986, as amended, and in any event the qualifying event that gives rise to the right of the Executive and his eligible spouse and eligible dependents to such continued health coverage shall be deemed to occur on the Resignation Date. 2
(d) All options to purchase shares of common stock of the Company granted to the Executive prior to the Resignation Date shall be and become fully vested and exercisable on the Effective Date and shall continue to be outstanding and exercisable and the expiration of such options shall be extended to the first anniversary of the Resignation Date. (e) The Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms of the Companys 401(k) plan. (f) Within seven (7) days following the Executives execution of this Agreement, the Executive shall submit expense reports documenting all business-related expenses which have already been incurred for which the Executive seeks reimbursement that the Company has not yet paid, and thereafter will submit such expenses within seven (7) days of the date in which they are incurred. The Company will review the expense reports and, subject to proper documentation and verification that the expenses were business-related, reimburse the Executive in accordance with Company policy. No other expenses incurred by the Executive prior to the Resignation Date will be reimbursed. 4. Disparaging Comments From and after the date of this Agreement, except as may be required by a court or governmental body, each of the Executive and the Company shall, and the Company shall cause each of its subsidiaries and affiliates, and use its reasonable efforts to cause its directors, officers and employees, to, refrain from taking actions or making statements, written or oral, which disparage or defame the goodwill or reputation of, the Price Legacy Entities and their trustees, officers, agents and former and current employees and directors, or the Executive, respectively, or which are intended to, or may be reasonably expected to, adversely affect the morale of the employees of any of the Price Legacy Entities and their trustees, officers, agents and former and current employees and directors, or the Executive, respectively. The Executive further agrees not to make any negative statements, written or oral, to third parties relating to his employment or any aspect of the business of the Price Legacy Entities and not to make any statements, written or oral, to third parties about the circumstances of his resignation, except as may be required by a court or governmental body, or as may merely repeat any of the matters contained in the press release of the Company issued on or about the date hereof. 5. Confidentiality of this Agreement Except as required by law or regulation or as otherwise agreed |