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 | 1998 |
Employment Agreement
Employment Agreement (45K)
Doc #124346: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this ____ day of June, 1998 by and between Horizon Group Properties, Inc.,
a Maryland corporation ("Employer") and Richard A. Berman, an individual
domiciled in the State of Illinois ("Executive").
WITNESSETH
WHEREAS, Employer is engaged primarily in the ownership, development,
construction, acquisition, leasing, marketing and management of factory
outlet centers throughout the . . .
124346
|
HGPI
As referenced in this Employment Agreement:
Horizon Group Properties, – EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this ____ day of June, 1998 by and between Horizon Group Properties, Inc.,
a Maryland corporation ("Employer") and Richard A. Berman, an individual
domiciled in the State of Illinois ("Executive").
WITNESSETH
WHEREAS, Employer is
_____________
Horizon Group Properties, – s employment termination,
equal to the amount of such account or benefit that is forfeited.
(vi) All stock awards or grants under the Horizon Group Properties,
Inc. 1998 Long-Term Stock Incentive Plan shall be fully vested and exercisable
as of Executive's employment termination.
For purposes of
_____________
Horizon Group Properties, – any other address that any party may designate by
notice to the other parties hereto):
(a) if to Executive, to:
Richard A. Berman
Horizon Group Properties, Inc.
5000 Hakes Drive
Norton Shores, Michigan 49441
-11-
{PAGE}
(b) if to Employer, to:
Board of Directors
Horizon Group Properties, Inc.
_____________
Horizon Group Properties, – A. Berman
Horizon Group Properties, Inc.
5000 Hakes Drive
Norton Shores, Michigan 49441
-11-
{PAGE}
(b) if to Employer, to:
Board of Directors
Horizon Group Properties, Inc.
5000 Hakes Drive
Norton Shores, Michigan 49441
11. AMENDMENT. This Agreement may not be changed, modified or amended
except in writing
_____________
HORIZON GROUP PROPERTIES, – the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
EMPLOYER:
EXECUTIVE: HORIZON GROUP PROPERTIES, INC.
/s/ Richard A. Berman
- ----------------------------- By: /s/ Gary J. Skoien
Richard A. Berman ------------------------------------
Title: President
---------------------------------
-14-
{/TEXT}
{/DOCUMENT}
_____________
dt 110425
| |
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| 2003 |
Employment Agreement
Employment Agreement (25K)
Doc #151907: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (the Agreement) is made and entered into as of the 28th day of October, 2003 between Home Properties, L.P., a New York limited partnership (the Company), Home Properties, Inc., a Maryland corporation (HME) and Nelson B. Leenhouts, an individual residing at 62 Woodbury Drive, Rochester, New York 14618 (Employee).
WHEREAS, HME is the general partner of the Company and owns a majority of the limited partnership interests in the Company;
WHEREAS, the financial performance of the Company therefore directly impacts the financial performance of HME;
WHEREAS, the financial performance of HME and the Company has consistently exceeded the performance of their peer group for an extended period of time;
WHEREAS, this superior performance has resulted in HMEs shareholders and the Companys partners realizing a significant growth in the market value of their investment in HME and the Company;
WHEREAS, the Board of Directors of HME wish to acknowledge and reward the Employee for the vital role that he has played in the success of the Company and HME;
WHEREAS, the Board of Directors of HME also wish to acknowledge that HME and the Company will receive significant value from the ongoing employment of the Employee following his retirement as Co-Chief Executive Officer and to reward Employee for that continued employment; and
WHEREAS, the Company and the Employee desire to enter into this Employment Agreement to formalize the manner in which the prior performance of the Employee will be acknowledged as well as to reflect the terms pursuant to which Employee will continue to be employed by the Company, including a covenant by the Employee not to compete with the Company and HME.
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, the Company and Employee hereby agree as follows:
1. Effective Date; Term. This Agreement shall be effective on January 1, 2004 (the Commencement Date) and shall terminate on December 31, 2006 unless terminated sooner in accordance with section 4 of this Agreement.
2. Duties. During the term of this Agreement, subject to the direction and control of the Chief Executive Officer and the Board of Directors of HME, the Employee shall serve in the capacity of Senior Advisor to the Chief Executive Officer and other senior staff of the Company and HME and shall perform and discharge well and faithfully any management and other duties consistent with the position of Senior Advisor as may be assigned to the Employee by the Chief Executive Officer and/or by the Board of Directors of HME . Provided that the Employee continues to be an elected member of the Board of Directors of HME for the terms of this Agreement, Employee also agrees to serve as Co-Chairman of the Board of Directors of HME and to perform such services as are typically provided by the Chairman of the Board of a publicly registered and listed company. The amount of Employees business time to be devoted to the interests and business of the Company, HME and their subsidiaries and affiliates, shall depend on the responsibilities and tasks that Employee is requested to perform as provided above but shall approximate the respective percentages of Employees business time for the time frames below:
151907
|
Home Properties
As referenced in this Employment Agreement:
Home Properties of New York, Inc – 60 days after receiving notice; (g) Employees material breach of any portion of paragraph 6 of this Agreement; (h) Employees breach of the Code of Business Conduct and Ethics of Home Properties of New York, Inc . and its Affiliated Companies (the Code of Ethics); (i) any other act or omission which subjects the Company, HME or any of their related entities to substantial public disrespect,
_____________
dt 1317110
;
Home Properties
As referenced in this Employment Agreement:
Home Properties of New York, Inc – 60 days after receiving notice; (g) Employees material breach of any portion of paragraph 6 of this Agreement; (h) Employees breach of the Code of Business Conduct and Ethics of Home Properties of New York, Inc . and its Affiliated Companies (the Code of Ethics); (i) any other act or omission which subjects the Company, HME or any of their related entities to substantial public disrespect,
_____________
dt 1317110
;
Home Properties
As referenced in this Employment Agreement:
Home Properties, Inc – Date: October 28, 2003 HOME PROPERTIES, L.P.
By: Home Properties, Inc .
Its: General Partner
By: /s/ Edward J. Pettinella
Edward J. Pettinella
Executive Vice President
HOME PROPERTIES, INC.
Date: October 28, 2003 By: /
_____________
HOME PROPERTIES, INC – 2003 HOME PROPERTIES, L.P.
By: Home Properties, Inc.
Its: General Partner
By: /s/ Edward J. Pettinella
Edward J. Pettinella
Executive Vice President
HOME PROPERTIES, INC .
Date: October 28, 2003 By: /s/ Clifford W. Smith, Jr.
Clifford W. Smith, Jr.
Chairman of Management and Directors Committee
of the
_____________
dt 110392
;
| Home Properties, L.P;
Nelson B. Leenhouts
|
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| 2003 |
Employment Agreement
Employment Agreement (25K)
Doc #151908: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (the Agreement) is made and entered into as of the 28th day of October, 2003 between Home Properties, L.P., a New York limited partnership (the Company), Home Properties, Inc., a Maryland corporation (HME) and Norman Leenhouts, an individual residing at 10 Knollwood Drive, Rochester, New York 14618 (Employee).
WHEREAS, HME is the general partner of the Company and owns a majority of the limited partnership interests in the Company;
WHEREAS, the financial performance of the Company therefore directly impacts the financial performance of HME;
WHEREAS, the financial performance of HME and the Company has consistently exceeded the performance of their peer group for an extended period of time;
WHEREAS, this superior performance has resulted in HMEs shareholders and the Companys partners realizing a significant growth in the market value of their investment in HME and the Company;
WHEREAS, the Board of Directors of HME wish to acknowledge and reward the Employee for the vital role that he has played in the success of the Company and HME;
WHEREAS, the Board of Directors of HME also wish to acknowledge that HME and the Company will receive significant value from the ongoing employment of the Employee following his retirement as Co-Chief Executive Officer and to reward Employee for that continued employment; and
WHEREAS, the Company and the Employee desire to enter into this Employment Agreement to formalize the manner in which the prior performance of the Employee will be acknowledged as well as to reflect the terms pursuant to which Employee will continue to be employed by the Company, including a covenant by the Employee not to compete with the Company and HME.
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, the Company and Employee hereby agree as follows:
1. Effective Date; Term. This Agreement shall be effective on January 1, 2004 (the Commencement Date) and shall terminate on December 31, 2006 unless terminated sooner in accordance with section 4 of this Agreement.
2. Duties. During the term of this Agreement, subject to the direction and control of the Chief Executive Officer and the Board of Directors of HME, the Employee shall serve in the capacity of Senior Advisor to the Chief Executive Officer and other senior staff of the Company and HME and shall perform and discharge well and faithfully any management and other duties consistent with the position of Senior Advisor as may be assigned to the Employee by the Chief Executive Officer and/or by the Board of Directors of HME . Provided that the Employee continues to be an elected member of the Board of Directors of HME for the terms of this Agreement, Employee also agrees to serve as Co-Chairman of the Board of Directors of HME and to perform such services as are typically provided by the Chairman of the Board of a publicly registered and listed company. The amount of Employees business time to be devoted to the interests and business of the Company, HME and their subsidiaries and affiliates, shall depend on the responsibilities and tasks that Employee is requested to perform as provided above but shall approximate the respective percentages of Employees business time for the time frames below:
151908
|
Home Properties
As referenced in this Employment Agreement:
Home Properties of New York, Inc – 60 days after receiving notice; (g) Employees material breach of any portion of paragraph 6 of this Agreement; (h) Employees breach of the Code of Business Conduct and Ethics of Home Properties of New York, Inc . and its Affiliated Companies (the Code of Ethics); (i) any other act or omission which subjects the Company, HME or any of their related entities to substantial public disrespect,
_____________
dt 1317111
;
Home Properties
As referenced in this Employment Agreement:
Home Properties of New York, Inc – 60 days after receiving notice; (g) Employees material breach of any portion of paragraph 6 of this Agreement; (h) Employees breach of the Code of Business Conduct and Ethics of Home Properties of New York, Inc . and its Affiliated Companies (the Code of Ethics); (i) any other act or omission which subjects the Company, HME or any of their related entities to substantial public disrespect,
_____________
dt 1317111
;
Home Properties
As referenced in this Employment Agreement:
Home Properties, Inc – Date: October 28, 2003 HOME PROPERTIES, L.P.
By: Home Properties, Inc .
Its: General Partner
By: /s/ Edward J. Pettinella
Edward J. Pettinella
Executive Vice President
HOME PROPERTIES, INC.
Date: October 28, 2003 By: /
_____________
HOME PROPERTIES, INC – 2003 HOME PROPERTIES, L.P.
By: Home Properties, Inc.
Its: General Partner
By: /s/ Edward J. Pettinella
Edward J. Pettinella
Executive Vice President
HOME PROPERTIES, INC .
Date: October 28, 2003 By: /s/ Clifford W. Smith, Jr.
Clifford W. Smith, Jr.
Chairman of Management and Directors Committee
of the
_____________
dt 110393
;
| Home Properties, L.P.;
Norman Leenhouts
|
| Preview
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| 2003 |
Employment Agreement
Employment Agreement (29K)
Doc #169623: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT made as of this 1st day of October, 2003, by and among Cedar
Shopping Centers, Inc., a Maryland corporation (the "Corporation"), Cedar
Shopping Centers Partnership, L.P., a Delaware limited partnership (the
"Partnership"), and Thomas B. Richey (the "Executive").
1. Position and Responsibilities.
1.1 The Executive shall serve in an executive capacity as Vice
President and Director of Construction and Maintenance Services of both the
Corporation and the Partnership with duties consistent therewith and shall
perform such other functions and undertake such other responsibilities as are
customarily associated with such capacity. The Executive shall also hold such
directorships and officerships in the Corporation, the Partnership and any of
their subsidiaries to which, from time to time, the Executive may be elected or
appointed during the term of this Agreement.
1.2 The Executive shall devote Executive's full business time and
skill to the business and affairs of the Corporation and the Partnership and to
the promotion of their interests.
2. Term of Employment.
2.1 The term of employment shall be four years, commencing with the
date hereof, unless sooner terminated as provided in this Agreement.
2.2 Notwithstanding the provisions of Section 2.1 hereof, each of
the Corporation and the Partnership shall have the right, on written notice to
the Executive, to terminate the Executive's employment for Cause (as defined in
Section 2.3), such termination
{PAGE}
to be effective as of the date on which notice is given or as of such later date
otherwise specified in the notice and, upon such termination of employment for
Cause, Executive shall not be entitled to receive any additional compensation
hereunder. The Executive shall have the right, on written notice to the
Corporation and the Partnership, to terminate the Executive's employment for
Good Reason (as defined in Section 2.4), such termination to be effective as of
the date on which notice is given or as of such later date otherwise specified
in the notice; provided, however, the Executive's right to terminate Executive's
employment shall lapse 60 days after the occurrence of any of the events
specified in clauses (iii) or (iv) of the definition of Good Reason.
2.3 For purposes of this Agreement, the term "Cause" shall mean any
of the following actions by the Executive: (a) failure to comply with any of the
material terms of this Agreement, which shall not be cured within 10 days after
written notice, or if the same is not of a nature that it can be completely
cured within such 10 day period, if Executive shall have failed to commence to
cure the same within such 10 day period and shall have failed to pursue the cure
of the same diligently thereafter; (b) engagement in gross misconduct injurious
to the business or reputation of the Corporation or the Partnership; (c) knowing
and willful neglect or refusal to attend to the material duties assigned to the
Executive by the Board of Directors of the Corporation, which shall not be cured
within 10 days after written notice; (d) intentional misappropriation of
property of the Corporation or the Partnership to the Executive's own use; (e)
the commission by the Executive of an act of fraud or embezzlement; (f)
Executive's conviction for a felony; (g) Executive's engaging in any activity
which is prohibited pursuant to Section 5 of this Agreement, which shall not be
cured within 10 days after written notice.
2
{PAGE}
2.4 For purposes of this Agreement, the term "Good Reason" shall
mean any of the following: (i) a material breach of this Agreement by the
Corporation or the Partnership which shall not be cured within 10 days after
written notice; (ii) a material reduction in the Executive's duties or
responsibilities; (iii) the relocation of the Executive's office or the
Corporation's or Partnership's executive offices to a location more than 30
miles from New York City; or (iv) a "Change in Control", as defined below. As
used herein, a "Change in Control" shall be deemed to occur if: (i) there shall
be consummated (x) any consolidation or merger of the Corporation or the
Partnership in which the Corporation or the Partnership is not the continuing or
surviving corporation or pursuant to which the stock of the Corporation or the
units of the Partnership would be converted into cash, securities or other
property, other than a merger or consolidation of the Corporation or Partnership
in which the holders of the Corporation's stock immediately prior to the merger
or consolidation hold more than fifty percent (50%) of the stock or other forms
of equity of the surviving corporation immediately after the merger, or (y) any
sale, lease, exchange or other transfer (in one transaction or series of related
transactions) of all, or substantially all, the assets of the Corporation or the
Partnership; (ii) the Board approves any plan or proposal for liquidation or
dissolution of the Corporation or the Partnership; or (iii) any person, other
than Cedar Bay Company or an affiliated entity, acquires more than 29% of the
issued and outstanding common stock of the Corporation.
3. Compensation.
3.1 The Partnership shall pay to the Executive for the services to
be rendered by the Executive hereunder to the Corporation and the Partnership a
base salary at the rate of $175,000 per annum. The base salary shall be payable
in accordance with the Corporation's or
169623
|
Cedar Shopping
As referenced in this Employment Agreement:
Cedar
Shopping Centers, Inc – DESCRIPTION}EMPLOYMENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.42
EMPLOYMENT AGREEMENT
AGREEMENT made as of this 1st day of October, 2003, by and among Cedar
Shopping Centers, Inc ., a Maryland corporation (the "Corporation"), Cedar
Shopping Centers Partnership, L.P., a Delaware limited partnership (the
"Partnership"), and Thomas B. Richey (the "
_____________
Cedar Shopping Centers, Inc – which
notice is given, or to such changed address as such party may have fixed by
notice:
To the Corporation
or the Partnership:
Cedar Shopping Centers, Inc .
44 South Bayles Avenue
Port Washington, NY 11050
Attn: President
To the Executive:
Thomas B. Richey
provided, however, that any notice of
_____________
Cedar Shopping Centers, Inc – former officer or director.
14
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Cedar Shopping Centers, Inc .
By:
---------------------------------------
Title:
Cedar Shopping Centers Partnership, L.P.
By: Cedar Shopping Centers, Inc.,
General Partner
By:
---------------------------------------
Title:
------------------------------------------
Thomas B. Richey
15
{/TEXT}
{/
_____________
Cedar Shopping Centers, Inc – executed this Agreement as of
the date first above written.
Cedar Shopping Centers, Inc.
By:
---------------------------------------
Title:
Cedar Shopping Centers Partnership, L.P.
By: Cedar Shopping Centers, Inc .,
General Partner
By:
---------------------------------------
Title:
------------------------------------------
Thomas B. Richey
15
{/TEXT}
{/DOCUMENT}
_____________
dt 109167
;
Cedar Shopping
As referenced in this Employment Agreement:
Cedar
Shopping Centers, Inc – DESCRIPTION}EMPLOYMENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.42
EMPLOYMENT AGREEMENT
AGREEMENT made as of this 1st day of October, 2003, by and among Cedar
Shopping Centers, Inc ., a Maryland corporation (the "Corporation"), Cedar
Shopping Centers Partnership, L.P., a Delaware limited partnership (the
"Partnership"), and Thomas B. Richey (the "
_____________
Cedar Shopping Centers, Inc – which
notice is given, or to such changed address as such party may have fixed by
notice:
To the Corporation
or the Partnership:
Cedar Shopping Centers, Inc .
44 South Bayles Avenue
Port Washington, NY 11050
Attn: President
To the Executive:
Thomas B. Richey
provided, however, that any notice of
_____________
Cedar Shopping Centers, Inc – former officer or director.
14
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Cedar Shopping Centers, Inc .
By:
---------------------------------------
Title:
Cedar Shopping Centers Partnership, L.P.
By: Cedar Shopping Centers, Inc.,
General Partner
By:
---------------------------------------
Title:
------------------------------------------
Thomas B. Richey
15
{/TEXT}
{/
_____________
Cedar Shopping Centers, Inc – executed this Agreement as of
the date first above written.
Cedar Shopping Centers, Inc.
By:
---------------------------------------
Title:
Cedar Shopping Centers Partnership, L.P.
By: Cedar Shopping Centers, Inc .,
General Partner
By:
---------------------------------------
Title:
------------------------------------------
Thomas B. Richey
15
{/TEXT}
{/DOCUMENT}
_____________
dt 109167
;
Cedar Shopping
As referenced in this Employment Agreement:
Cedar
Shopping Centers Partnership, – AGREEMENT
AGREEMENT made as of this 1st day of October, 2003, by and among Cedar
Shopping Centers, Inc., a Maryland corporation (the "Corporation"), Cedar
Shopping Centers Partnership, L.P., a Delaware limited partnership (the
"Partnership"), and Thomas B. Richey (the "Executive").
1. Position and Responsibilities.
1.1 The Executive
_____________
Cedar Shopping Centers Partnership, – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Cedar Shopping Centers, Inc.
By:
---------------------------------------
Title:
Cedar Shopping Centers Partnership, L.P.
By: Cedar Shopping Centers, Inc.,
General Partner
By:
---------------------------------------
Title:
------------------------------------------
Thomas B. Richey
15
{/TEXT}
{/DOCUMENT}
_____________
dt 111897
;
|
Cedar Shopping
As referenced in this Employment Agreement:
Cedar
Shopping Centers Partnership, – AGREEMENT
AGREEMENT made as of this 1st day of October, 2003, by and among Cedar
Shopping Centers, Inc., a Maryland corporation (the "Corporation"), Cedar
Shopping Centers Partnership, L.P., a Delaware limited partnership (the
"Partnership"), and Thomas B. Richey (the "Executive").
1. Position and Responsibilities.
1.1 The Executive
_____________
Cedar Shopping Centers Partnership, – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Cedar Shopping Centers, Inc.
By:
---------------------------------------
Title:
Cedar Shopping Centers Partnership, L.P.
By: Cedar Shopping Centers, Inc.,
General Partner
By:
---------------------------------------
Title:
------------------------------------------
Thomas B. Richey
15
{/TEXT}
{/DOCUMENT}
_____________
dt 111897
;
Thomas B. Richey
|
| Preview
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| 2003 |
Employment Agreement
Employment Agreement (44K)
Doc #176295: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of January, 2002, by and between INLAND COMMERCIAL PROPERTY MANAGEMENT, INC., an Illinois corporation (the "Company"), and D. SCOTT CARR (the "Executive").
RECITALS:
A. The Company is a property management company serving as the property manager for properties owned by its sole stockholder, Inland Real Estate Corporation ("IREC"), a real estate investment trust which owns, operates and acquires neighborhood retail centers and community centers within a 400 mile radius of its headquarters in Oak Brook, Illinois (the "Business").
B. Executive has served as the Company's President and supervisor of leasing, marketing and management personnel since July, 1994. While serving as an employee, Executive has demonstrated certain unique and particular talents and abilities with regard to the Company's Business.
C. The Company is desirous of assuring itself of the availability of the talents and abilities of Executive, by entering into a written employment agreement with Executive on the terms and conditions contained herein.
D. Executive is desirous of continuing to provide services to the Company on the terms and conditions herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements, covenants and conditions set forth herein, Executive and the Company hereby agree as follows:
EMPLOYMENT
- Employment
.
- The Company hereby employs Executive, and Executive hereby accepts employment, upon the terms and conditions set forth in this Agreement. Effective as of January 1, 2002 (the "Effective Date"), Executive shall serve as the Company's President and supervisor of leasing, marketing and management personnel, with duties commensurate with the position and such other duties and responsibilities as assigned from time to time by the Company.
- In addition, Executive shall provide advice, consultation and services to any other entities controlled by, the Company, IREC or their respective affiliates (individually an "Affiliate" collectively the "Affiliates"), as may be requested by the Company from time to time.
- Activities and Duties During Employment
. Executive represents and warrants to the Company that he is free to enter into this agreement with the Company and to perform his obligations hereunder. Executive agrees:
- to faithfully serve and further the interests of the Company in every lawful way, giving honest, diligent, loyal and cooperative service to the Company and its Affiliates;
- to comply with all reasonable rules and policies which the Company may adopt from time to time, by the Company, IREC or the Affiliates; and
- to devote all of his business time, attention and efforts to the faithful and diligent performance of his services to the Company, IREC and the Affiliates.
176295
|
Inland
As referenced in this Employment Agreement:
Inland Real Estate Corp – the "Executive").
RECITALS:
A. The Company is a property management company serving as the property manager for properties owned by its sole stockholder, Inland Real Estate Corp oration ("IREC"), a real estate investment trust which owns, operates and acquires neighborhood retail centers and community centers within a 400 mile radius
_____________
Inland Real Estate Corp – 60523
Attention: Robert D. Parks, President
and Chief Executive Officer of IREC
With a copy to:
David J. Kayner, Esq.
General Counsel & Secretary
Inland Real Estate Corp oration
2901 Butterfield Road
Oak Brook, IL 60523
Any party may change its address for purposes of this paragraph by giving the other
_____________
dt 110530
;
Inland Commercial Property Management, Inc.;
| D. Scott Carr
|
| Preview
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| 2001 |
Change in Control Employment Agreement
Change in Control Employment Agreement (53K)
Doc #255017: Click preview link for longer preview.
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Philip L. Hawkins (the "Executive"), effective
as of the 6th day of May 1999.
The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change in Control and
to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change in Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change in Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
-------------------
(a) The "Effective Date" shall mean the first date during the Change
in Control Period (as defined in Section 1(b)) on which a Change in Control (as
defined in Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change in Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change in Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control or (ii) otherwise
arose in connection with or anticipation of a Change in Control, then for all
purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
(b) The "Change in Control Period" shall mean the period commencing on
the date hereof and ending on the third anniversary of the date hereof;
provided, however, that commencing on the date three years after the date
--------
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless at least 12 months prior to the Renewal Date the Company shall give
notice to the Executive that the Change in Control Period shall not be so
extended, the Change in Control Period shall be automatically extended so as to
terminate one year from such Renewal Date.
2. Change in Control. For the purpose of this Agreement, a "Change
-----------------
in Control" shall mean:
{PAGE}
(a) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(b) Consummation of a reorganization, merger or consolidation
involving the Company (a "Business Combination") unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") and the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities") immediately prior to such Business Combination
beneficially own, directly or indirectly, at least 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, and (ii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination;
(c) the sale or other disposition of more than 50% of the operating
assets of the Company; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
3. Employment Period. The Company hereby agrees to continue the
-----------------
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of
such date (the "Employment Period").
255017
|
CarrAmerica
As referenced in this Change in Control Employment Agreement:
CarrAmerica Realty – SEQUENCE}2
{FILENAME}dex1041.txt
{DESCRIPTION}EXHIBIT 10.41
{TEXT}
{PAGE}
Exhibit 10.41
-------------
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Philip L. Hawkins (the "Executive"), effective
as of the 6th day of May 1999.
The Board
_____________
CarrAmerica Realty
– options, restricted
stock unit grants or other equity awards. This Agreement is also intended to
expressly exclude application of Section 13 of the CarrAmerica Realty
Corporation 1997 Stock Option and Incentive Plan and any similar provision of
any stock option, restricted stock unit grant or other equity
_____________
CarrAmerica Realty – party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
--------------------
If to the Company:
-----------------
CarrAmerica Realty Corporation
1850 K Street, NW
Washington, DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (
_____________
CARRAMERICA REALTY – in its name on its behalf, all as of
the day and year first above written.
/s/ Philip L. Hawkins
---------------------
Philip L. Hawkins
CARRAMERICA REALTY CORPORATION
By: /s/ Linda A Madrid
------------------
Name: Linda A. Madrid
Title: Managing Director, General Counsel,
& Corporate Secretary
16
{/TEXT}
{/DOCUMENT}
_____________
dt 110905
;
CarrAmerica
As referenced in this Change in Control Employment Agreement:
CarrAmerica Realty – SEQUENCE}2
{FILENAME}dex1041.txt
{DESCRIPTION}EXHIBIT 10.41
{TEXT}
{PAGE}
Exhibit 10.41
-------------
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Philip L. Hawkins (the "Executive"), effective
as of the 6th day of May 1999.
The Board
_____________
CarrAmerica Realty
– options, restricted
stock unit grants or other equity awards. This Agreement is also intended to
expressly exclude application of Section 13 of the CarrAmerica Realty
Corporation 1997 Stock Option and Incentive Plan and any similar provision of
any stock option, restricted stock unit grant or other equity
_____________
CarrAmerica Realty – party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
--------------------
If to the Company:
-----------------
CarrAmerica Realty Corporation
1850 K Street, NW
Washington, DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (
_____________
CARRAMERICA REALTY – in its name on its behalf, all as of
the day and year first above written.
/s/ Philip L. Hawkins
---------------------
Philip L. Hawkins
CARRAMERICA REALTY CORPORATION
By: /s/ Linda A Madrid
------------------
Name: Linda A. Madrid
Title: Managing Director, General Counsel,
& Corporate Secretary
16
{/TEXT}
{/DOCUMENT}
_____________
dt 110905
;
|
 Hogan & Hartson
As referenced in this Change in Control Employment Agreement:
Hogan & Hartson – DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
555 13th Street, NW
Washington, DC 20004
Attention: J. Warren Gorrell, Jr.
or to such other address as either party
_____________
dt 117904
;
Philip L. Hawkins
|
| Preview
Full Doc
| 2001 |
Change in Control Employment Agreement
Change in Control Employment Agreement (53K)
Doc #255018: Click preview link for longer preview.
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Richard F. Katchuk (the "Executive"), effective
as of the 6th day of May 1999.
The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change in Control and
to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change in Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change in Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
-------------------
(a) The "Effective Date" shall mean the first date during the Change
in Control Period (as defined in Section 1(b)) on which a Change in Control (as
defined in Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change in Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change in Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control or (ii) otherwise
arose in connection with or anticipation of a Change in Control, then for all
purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
(b) The "Change in Control Period" shall mean the period commencing on
the date hereof and ending on the third anniversary of the date hereof;
provided, however, that commencing on the date three years after the date
--------
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless at least 12 months prior to the Renewal Date the Company shall give
notice to the Executive that the Change in Control Period shall not be so
extended, the Change in Control Period shall be automatically extended so as to
terminate one year from such Renewal Date.
2. Change in Control. For the purpose of this Agreement, a "Change
-----------------
in Control" shall mean:
{PAGE}
(a) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(b) Consummation of a reorganization, merger or consolidation
involving the Company (a "Business Combination") unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") and the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities") immediately prior to such Business Combination
beneficially own, directly or indirectly, at least 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, and (ii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination;
(c) the sale or other disposition of more than 50% of the operating
assets of the Company; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
3. Employment Period. The Company hereby agrees to continue the
-----------------
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of
such date (the "Employment Period").
255018
|
CarrAmerica
As referenced in this Change in Control Employment Agreement:
CarrAmerica Realty – SEQUENCE}3
{FILENAME}dex1042.txt
{DESCRIPTION}EXHIBIT 10.42
{TEXT}
{PAGE}
Exhibit 10.42
-------------
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Richard F. Katchuk (the "Executive"), effective
as of the 6th day of May 1999.
The Board
_____________
CarrAmerica Realty
– options, restricted
stock unit grants or other equity awards. This Agreement is also intended to
expressly exclude application of Section 13 of the CarrAmerica Realty
Corporation 1997 Stock Option and Incentive Plan and any similar provision of
any stock option, restricted stock unit grant or other equity
_____________
CarrAmerica Realty – party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
--------------------
If to the Company:
-----------------
CarrAmerica Realty Corporation
1850 K Street, NW
Washington, DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (
_____________
CARRAMERICA REALTY – in its name on its behalf, all as of
the day and year first above written.
/s/ Richard F. Katchuk
----------------------
Richard F. Katchuk
CARRAMERICA REALTY CORPORATION
By:/s/ Linda A. Madrid
-------------------
Name: Linda A. Madrid
Title: Managing Director, General Counsel,
& Corporate Secretary
16
{/TEXT}
{/DOCUMENT}
_____________
dt 110906
;
CarrAmerica
As referenced in this Change in Control Employment Agreement:
CarrAmerica Realty – SEQUENCE}3
{FILENAME}dex1042.txt
{DESCRIPTION}EXHIBIT 10.42
{TEXT}
{PAGE}
Exhibit 10.42
-------------
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Richard F. Katchuk (the "Executive"), effective
as of the 6th day of May 1999.
The Board
_____________
CarrAmerica Realty
– options, restricted
stock unit grants or other equity awards. This Agreement is also intended to
expressly exclude application of Section 13 of the CarrAmerica Realty
Corporation 1997 Stock Option and Incentive Plan and any similar provision of
any stock option, restricted stock unit grant or other equity
_____________
CarrAmerica Realty – party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
--------------------
If to the Company:
-----------------
CarrAmerica Realty Corporation
1850 K Street, NW
Washington, DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (
_____________
CARRAMERICA REALTY – in its name on its behalf, all as of
the day and year first above written.
/s/ Richard F. Katchuk
----------------------
Richard F. Katchuk
CARRAMERICA REALTY CORPORATION
By:/s/ Linda A. Madrid
-------------------
Name: Linda A. Madrid
Title: Managing Director, General Counsel,
& Corporate Secretary
16
{/TEXT}
{/DOCUMENT}
_____________
dt 110906
;
|
Hogan & Hartson
As referenced in this Change in Control Employment Agreement:
Hogan & Hartson – DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
555 13th Street, NW
Washington, DC 20004
Attention: J. Warren Gorrell, Jr.
or to such other address as either party
_____________
dt 117905
;
Richard F. Katchuk
|
| Preview
Full Doc
| 2001 |
Change in Control Employment Agreement
Change in Control Employment Agreement (53K)
Doc #255019: Click preview link for longer preview.
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Thomas A. Carr (the "Executive"), effective as
of the 6th day of May 1999.
The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change in Control and
to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change in Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change in Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
-------------------
(a) The "Effective Date" shall mean the first date during the Change
in Control Period (as defined in Section 1(b)) on which a Change in Control (as
defined in Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change in Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change in Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control or (ii) otherwise
arose in connection with or anticipation of a Change in Control, then for all
purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
(b) The "Change in Control Period" shall mean the period commencing on
the date hereof and ending on the third anniversary of the date hereof;
provided, however, that commencing on the date three years after the date
--------
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless at least 12 months prior to the Renewal Date the Company shall give
notice to the Executive that the Change in Control Period shall not be so
extended, the Change in Control Period shall be automatically extended so as to
terminate one year from such Renewal Date.
2. Change in Control. For the purpose of this Agreement, a "Change
-----------------
in Control" shall mean:
{PAGE}
(a) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(b) Consummation of a reorganization, merger or consolidation
involving the Company (a "Business Combination") unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") and the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities") immediately prior to such Business Combination
beneficially own, directly or indirectly, at least 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, and (ii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination;
(c) the sale or other disposition of more than 50% of the operating
assets of the Company; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
3. Employment Period. The Company hereby agrees to continue the
-----------------
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of
such date (the "Employment Period").
255019
|
CarrAmerica
As referenced in this Change in Control Employment Agreement:
CarrAmerica Realty – SEQUENCE}4
{FILENAME}dex1043.txt
{DESCRIPTION}EXHIBIT 10.43
{TEXT}
{PAGE}
Exhibit 10.43
-------------
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Thomas A. Carr (the "Executive"), effective as
of the 6th day of May 1999.
The Board
_____________
CarrAmerica Realty
– options, restricted
stock unit grants or other equity awards. This Agreement is also intended to
expressly exclude application of Section 13 of the CarrAmerica Realty
Corporation 1997 Stock Option and Incentive Plan and any similar provision of
any stock option, restricted stock unit grant or other equity
_____________
CarrAmerica Realty – party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
--------------------
If to the Company:
-----------------
CarrAmerica Realty Corporation
1850 K Street, NW
Washington, DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (
_____________
CARRAMERICA REALTY – in its name on its behalf, all as of
the day and year first above written.
/s/ Thomas A. Carr
------------------
Thomas A. Carr
CARRAMERICA REALTY CORPORATION
By: /s/ Linda A. Madrid
-------------------
Name: Linda A. Madrid
Title: Managing Director, General Counsel,
& Corporate Secretary
16
{/TEXT}
{/DOCUMENT}
_____________
dt 110907
;
CarrAmerica
As referenced in this Change in Control Employment Agreement:
CarrAmerica Realty – SEQUENCE}4
{FILENAME}dex1043.txt
{DESCRIPTION}EXHIBIT 10.43
{TEXT}
{PAGE}
Exhibit 10.43
-------------
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Thomas A. Carr (the "Executive"), effective as
of the 6th day of May 1999.
The Board
_____________
CarrAmerica Realty
– options, restricted
stock unit grants or other equity awards. This Agreement is also intended to
expressly exclude application of Section 13 of the CarrAmerica Realty
Corporation 1997 Stock Option and Incentive Plan and any similar provision of
any stock option, restricted stock unit grant or other equity
_____________
CarrAmerica Realty – party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
--------------------
If to the Company:
-----------------
CarrAmerica Realty Corporation
1850 K Street, NW
Washington, DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (
_____________
CARRAMERICA REALTY – in its name on its behalf, all as of
the day and year first above written.
/s/ Thomas A. Carr
------------------
Thomas A. Carr
CARRAMERICA REALTY CORPORATION
By: /s/ Linda A. Madrid
-------------------
Name: Linda A. Madrid
Title: Managing Director, General Counsel,
& Corporate Secretary
16
{/TEXT}
{/DOCUMENT}
_____________
dt 110907
;
|
Hogan & Hartson
As referenced in this Change in Control Employment Agreement:
Hogan & Hartson – DC 20006
Attention: Linda A. Madrid, Managing Director, General Counsel
and Secretary
14
{PAGE}
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
555 13th Street, NW
Washington, DC 20004
Attention: J. Warren Gorrell, Jr.
or to such other address as either party
_____________
dt 117906
;
Thomas A. Carr
|
| Preview
Full Doc
| 2001 |
Change in Control Employment Agreement
Change in Control Employment Agreement (53K)
Doc #255020: Click preview link for longer preview.
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
--------------------------------------
AGREEMENT by and between CarrAmerica Realty Corporation, a Maryland
corporation (the "Company") and Karen B. Dorigan (the "Executive"), effective as
of the 6th day of February, 2001.
The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change in Control and
to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change in Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change in Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
-------------------
(a) The "Effective Date" shall mean the first date during the Change
in Control Period (as defined in Section 1(b)) on which a Change in Control (as
defined in Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change in Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change in Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control or (ii) otherwise
arose in connection with or anticipation of a Change in Control, then for all
purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
(b) The "Change in Control Period" shall mean the period commencing on
the date hereof and ending on the third anniversary of the date hereof;
provided, however, that commencing on the date three years after the date
--------
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless at least 12 months prior to the Renewal Date the Company shall give
notice to the Executive that the Change in Control Period shall not be so
extended, the Change in Control Period shall be automatically extended so as to
terminate one year from such Renewal Date.
2. Change in Control. For the purpose of this Agreement, a "Change
-----------------
in Control" shall mean:
(a) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then
{PAGE}
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(b) Consummation of a reorganization, merger or consolidation
involving the Company (a "Business Combination") unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") and the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities") immediately prior to such Business Combination
beneficially own, directly or indirectly, at least 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in |