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 | 2000 |
Severance Agreement [Restated]
Severance Agreement [Restated] (48K)
Doc #257233: Click preview link for longer preview.
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a Delaware
corporation qualified as a real estate investment trust ("SPI"), with principal
offices at 2542 Williams Boulevard, Kenner, Louisiana, and Sidney W. Lassen, an
individual residing in _________, Louisiana ("Executive"), first dated as of
February 9, 1994, and as amended and restated as of August 3, 2000.
R E C I T A L S
A. SPI entered into an agreement with Executive dated February 9, 1994
(the "Original Agreement").
B. Before entering into the Original Agreement, the Board of Directors of
SPI (the "Board") had considered the potential for adverse effects on SPI and on
the work environment and executive morale were there a proposal for a change in
control of SPI, and the intent of the Original Agreement was to reinforce and
encourage Executive's continued attention and devotion to his duties without
distraction notwithstanding such a proposal.
C. The Board has reviewed the Original Agreement and determined that it
is in the best interests of SPI and its shareholders and in furtherance of the
intent of the Original Agreement to amend the Original Agreement through this
restatement.
D. Executive has agreed to this amendment and restatement of the Original
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth below,
SPI and Executive agree as follows:
1. Employment. SPI shall continue to employ Executive, and Executive
----------
shall remain in the employ of SPI, under the terms set forth in this agreement.
2. Responsibilities. SPI shall employ Executive, and Executive shall
----------------
serve SPI, during the term of this Agreement in such executive capacity as may
be specified from time to time by the Board. Executive shall, during the term of
this agreement, devote his full time and attention to and exert his best efforts
in the performance of his duties toward SPI, provided, however, that with the
approval of the Board, Executive may serve on the board of directors or
1
{PAGE}
trustees of, or hold other positions with respect to, Sizeler Realty Co., Inc.
("SRC"), and other companies and organizations.
3. Term. The initial term of this agreement shall begin on August 3, 2000
----
and end on August 31, 2002. On October 1, 2000, and on the first day of each
following month, the term of this agreement shall automatically be extended to
the end of the 24-month period beginning on such date. Notwithstanding the
preceding provisions of this paragraph, this agreement may be terminated at any
time in accordance with the provisions of paragraph 5 or 6 below.
4. Compensation. Except as provided in paragraphs 5 and 6 below, SPI
------------
shall pay to Executive as compensation for his services under this agreement a
base salary at the annual rate of not less than $300,000, in accordance with the
customary payroll practices of SPI, for the term of this agreement. As used in
this agreement, the term "base salary" shall mean the amount stated in the
preceding sentence or such greater amount as the Board may, from time to time,
designate as Executive's base salary. Executive may participate in such bonus,
stock option, deferred compensation, employee benefit, and fringe benefit plans
or arrangements as the Board may from time to time determine.
5. Termination of Agreement.
------------------------
5.1 General. This agreement may be terminated at any time under the
-------
following terms except to the extent paragraph 6, with respect to a Change in
Control, is applicable. Any termination of this agreement under this paragraph 5
shall be subject to the provisions of paragraphs 5.2, 8, 10, and 15, which shall
survive the termination.
5.1.1 Without Cause. Executive serves as an officer and
-------------
executive of SPI at the pleasure of the Board.
5.1.1(A) The Board may terminate Executive's employment
with SPI and this agreement at any time without a determination of Cause (as
defined below), by written notice to Executive.
5.1.1(B) The Board may terminate this agreement at any
time without a determination of Cause and without requiring the termination of
Executive's employment with SPI, by written notice to Executive.
5.1.2 Cause. Upon a determination by the Board that Executive
-----
has breached or neglected his duties to SPI (such conduct by Executive being
referred to in this agreement as "Cause"), the Board may terminate Executive's
employment with SPI and this agreement by written notice to Executive.
5.1.3 Death. This agreement shall terminate upon Executive's
-----
death.
2
{PAGE}
5.1.4 Disability. Upon a determination by the Board that
----------
Executive is unable to perform his duties to SPI under this agreement by reason
of illness or other incapacity that will qualify Executive for benefits under
any long term disability arrangement or policy maintained with respect to
Executive's employment with SPI (such condition of Executive being referred to
in this agreement as "Disability"), the Board may terminate Executive's
employment with SPI and this agreement by written notice to Executive.
5.1.5 Voluntary Resignation. Executive may terminate this
---------------------
agreement at any time by submitting his resignation with at least 30 days prior
written notice to the Board.
5.2 Obligations upon Termination.
----------------------------
5.2.1 Without Cause.
-------------
5.2.1(A) Should SPI terminate this agreement without
Cause in accordance with paragraph 5.1.1 above, SPI shall pay to Executive an
amount equal to the base salary that would have been payable under paragraph 4
for the 24-month period beginning on the date of termination of this agreement,
at the rate in effect on the date of termination and at the times such salary
would otherwise have been payable. Furthermore, Executive shall continue to
participate for such 24-month period in any life, disability, accident and
health insurance benefits substantially similar to those Executive was receiving
or entitled to receive from SPI immediately before notice of termination or, at
SPI's option, such life, disability, accident and health insurance benefits as
may be generally in effect for executives of SPI during that period. In the case
of a termination under paragraph 5.1.1(B), the provisions of this paragraph
shall be applicable whether or not Executive's employment with SPI continues.
5.2.1(B) Should SPI terminate this agreement without
Cause and without requiring the termination of Executive's employment under
paragraph 5.1.1(B), and should SPI and Executive agree upon terms regarding the
continuation of Executive's employment with SPI, such terms whether written or
oral shall be subject (i) to paragraph 5.2.1(A) above, and (ii), if the
termination of this agreement occurs within 24 months after a Change in Control
(as defined in paragraph 6 below), to the survival of paragraphs 6 and 7, below,
unless Executive specifically waives such provisions.
5.2.2 With Cause or Voluntary Resignation. Should SPI terminate
-----------------------------------
this agreement with Cause in accordance with paragraph 5.1.2 above, or should
the agreement terminate upon Executive's voluntary resignation in accordance
with paragraph 5.1.5 above, SPI shall pay Executive's base salary through the
date of termination at the rate in effect immediately before the earlier of the
257233
|
Sizeler Property
As referenced in this Severance Agreement [Restated]:
Sizeler Property Investors, – 2
{FILENAME}0002.txt
{DESCRIPTION}SYDNEY W. LASSEN SEVERANCE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10A
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a Delaware
corporation qualified as a real estate investment trust ("SPI"), with principal
offices at 2542 Williams Boulevard, Kenner, Louisiana, and
_____________
SIZELER PROPERTY INVESTORS, – counterparts,
------------
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
SIZELER PROPERTY INVESTORS, INC.
By:__________________________________
_____________________________________
Sidney W. Lassen
15
{/TEXT}
{/DOCUMENT}
_____________
dt 131742
;
| Sidney W. Lassen
|
| Preview
Full Doc
| 2000 |
Severance Agreement [Restated]
Severance Agreement [Restated] (49K)
Doc #257234: Click preview link for longer preview.
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a
Delaware corporation qualified as a real estate investment trust ("SPI"), with
principal offices at 2542 Williams Boulevard, Kenner, Louisiana, and Thomas A.
Masilla, Jr., an individual residing in _________, Louisiana ("Executive"),
first dated as of June 1, 1995, and as amended and restated as of August 3,
2000.
R E C I T A L S
A. SPI entered into an agreement with Executive dated June 1, 1995
(the "Original Agreement").
B. Before entering into the Original Agreement, the Board of
Directors of SPI (the "Board") had considered the potential for adverse effects
on SPI and on the work environment and executive morale were there a proposal
for a change in control of SPI, and the intent of the Original Agreement was to
reinforce and encourage Executive's continued attention and devotion to his
duties without distraction notwithstanding such a proposal.
C. The Board has reviewed the Original Agreement and determined that
it is in the best interests of SPI and its shareholders and in furtherance of
the intent of the Original Agreement to amend the Original Agreement through
this restatement.
D. Executive has agreed to this amendment and restatement of the
Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth
below, SPI and Executive agree as follows:
1. Employment. SPI shall continue to employ Executive, and
----------
Executive shall remain in the employ of SPI, under the terms set forth in this
agreement.
2. Responsibilities. SPI shall employ Executive, and Executive
----------------
shall serve SPI, during the term of this Agreement in such executive capacity as
may be specified from time to time by the Board. Executive shall, during the
term of this agreement, devote his full time and attention to and exert his best
efforts in the performance of his duties toward SPI, provided, however, that
with the approval of the Board, Executive may serve on the board of directors or
1
{PAGE}
trustees of, or hold other positions with respect to, Sizeler Realty Co., Inc.
("SRC"), and other companies and organizations.
3. Term. The initial term of this agreement shall begin on August
----
3, 2000 and end on August 31, 2002. On October 1, 2000, and on the first day of
each following month, the term of this agreement shall automatically be extended
to the end of the 24-month period beginning on such date. Notwithstanding the
preceding provisions of this paragraph, this agreement may be terminated at any
time in accordance with the provisions of paragraph 5 or 6 below.
4. Compensation. Except as provided in paragraphs 5 and 6 below,
------------
SPI shall pay to Executive as compensation for his services under this agreement
a base salary at the annual rate of not less than $250,000, in accordance with
the customary payroll practices of SPI, for the term of this agreement. As used
in this agreement, the term "base salary" shall mean the amount stated in the
preceding sentence or such greater amount as the Board may, from time to time,
designate as Executive's base salary. Executive may participate in such bonus,
stock option, deferred compensation, employee benefit, and fringe benefit plans
or arrangements as the Board may from time to time determine.
5. Termination of Agreement.
------------------------
5.1 General. This agreement may be terminated at any time under
-------
the following terms except to the extent paragraph 6, with respect to a Change
in Control, is applicable. Any termination of this agreement under this
paragraph 5 shall be subject to the provisions of paragraphs 5.2, 8, 10, and 15,
which shall survive the termination.
5.1.1 Without Cause. Executive serves as an officer and
-------------
executive of SPI at the pleasure of the Board.
5.1.1(A) The Chairman of the Board, the Chief
Executive Officer, or the Board may terminate Executive's employment with SPI
and this agreement at any time without a determination of Cause (as defined
below), by written notice to Executive.
5.1.1(B) The Chairman of the Board, the Chief
Executive Officer, or the Board may terminate this agreement at any time without
a determination of Cause and without requiring the termination of Executive's
employment with SPI, by written notice to Executive.
5.1.2 Cause. Upon a determination by the Chairman of the
----- -----
Board, the Chief Executive Officer, or the Board that Executive has breached or
neglected his duties to SPI (such conduct by Executive being referred to in this
agreement as "Cause"), the Chairman of the Board, the Chief Executive Officer,
or the Board may terminate Executive's employment with SPI and this agreement by
written notice to Executive.
2
{PAGE}
5.1.3 Death. This agreement shall terminate upon
----- -----
Executive's death.
5.1.4 Disability. Upon a determination by the Chairman of
----- ----------
the Board, the Chief Executive Officer, or the Board that Executive is unable to
perform his duties to SPI under this agreement by reason of illness or other
incapacity that will qualify Executive for benefits under any long term
disability arrangement or policy maintained with respect to Executive's
employment with SPI (such condition of Executive being referred to in this
agreement as "Disability"), the Chairman of the Board, the Chief Executive
Officer, or the Board may terminate Executive's employment with SPI and this
agreement by written notice to Executive.
5.1.5 Voluntary Resignation. Executive may terminate this
----- ---------------------
agreement at any time by submitting his resignation with at least 30 days prior
written notice to the Board.
5.2 Obligations upon Termination.
--- ----------------------------
5.2.1 Without Cause.
----- -------------
5.2.1(A) Should SPI terminate this agreement
without Cause in accordance with paragraph 5.1.1 above, SPI shall pay to
Executive an amount equal to the base salary that would have been payable under
paragraph 4 for the 24-month period beginning on the date of termination of this
agreement, at the rate in effect on the date of termination and at the times
such salary would otherwise have been payable. Furthermore, Executive shall
continue to participate for such 24-month period in any life, disability,
accident and health insurance benefits substantially similar to those Executive
was receiving or entitled to receive from SPI immediately before notice of
termination or, at SPI's option, such life, disability, accident and health
insurance benefits as may be generally in effect for executives of SPI during
that period. In the case of a termination under paragraph 5.1.1(B), the
provisions of this paragraph shall be applicable whether or not Executive's
employment with SPI continues.
5.2.1(B) Should SPI terminate this agreement
without Cause and without requiring the termination of Executive's employment
under paragraph 5.1.1(B), and should SPI and Executive agree upon terms
regarding the continuation of Executive's employment with SPI, such terms
whether written or oral shall be subject (i) to paragraph 5.2.1(A) above, and
(ii), if the termination of this agreement occurs within 24 months after a
Change in Control (as defined in paragraph 6 below), to the survival of
paragraphs 6 and 7, below, unless Executive specifically waives such provisions.
5.2.2 With Cause or Voluntary Resignation. Should SPI
257234
|
Sizeler Property
As referenced in this Severance Agreement [Restated]:
Sizeler Property Investors, – FILENAME}0003.txt
{DESCRIPTION}THOMAS A. MASSILLA, JR. SEVERANCE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10B
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a
Delaware corporation qualified as a real estate investment trust ("SPI"), with
principal offices at 2542 Williams Boulevard, Kenner, Louisiana, and
_____________
SIZELER PROPERTY INVESTORS, – counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
SIZELER PROPERTY INVESTORS, INC.
By:_______________________________
___________________________________
Thomas A. Masilla, Jr.
15
{/TEXT}
{/DOCUMENT}
_____________
dt 131743
;
| Thomas A. Masilla, Jr.
|
| Preview
Full Doc
| 2000 |
Severance Agreement [Restated]
Severance Agreement [Restated] (48K)
Doc #257235: Click preview link for longer preview.
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a Delaware
corporation qualified as a real estate investment trust ("SPI"), with principal
offices at 2542 Williams Boulevard, Kenner, Louisiana, and James W. Brodie, an
individual residing in _________, Louisiana ("Executive"), first dated as of
February 9, 1994, and as amended and restated as of August 3, 2000.
R E C I T A L S
A. SPI entered into an agreement with Executive dated February 9, 1994
(the "Original Agreement").
B. Before entering into the Original Agreement, the Board of Directors of
SPI (the "Board") had considered the potential for adverse effects on SPI and on
the work environment and executive morale were there a proposal for a change in
control of SPI, and the intent of the Original Agreement was to reinforce and
encourage Executive's continued attention and devotion to his duties without
distraction notwithstanding such a proposal.
C. The Board has reviewed the Original Agreement and determined that it
is in the best interests of SPI and its shareholders and in furtherance of the
intent of the Original Agreement to amend the Original Agreement through this
restatement.
D. Executive has agreed to this amendment and restatement of the Original
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth
below, SPI and Executive agree as follows:
1. Employment. SPI shall continue to employ Executive, and Executive shall
----------
remain in the employ of SPI, under the terms set forth in this agreement.
2. Responsibilities. SPI shall employ Executive, and Executive shall serve
----------------
SPI, during the term of this Agreement in such executive capacity as may be
specified from time to time by the Board. Executive shall, during the term of
this agreement, devote his full time and attention to and exert his best efforts
in the performance of his duties toward SPI, provided, however, that with the
approval of the Board, Executive may serve on the board of directors or
1
{PAGE}
trustees of, or hold other positions with respect to, Sizeler Realty Co., Inc.
("SRC"), and other companies and organizations.
3. Term. The initial term of this agreement shall begin on August 3, 2000
----
and end on August 31, 2002. On October 1, 2000, and on the first day of each
following month, the term of this agreement shall automatically be extended to
the end of the 24-month period beginning on such date. Notwithstanding the
preceding provisions of this paragraph, this agreement may be terminated at any
time in accordance with the provisions of paragraph 5 or 6 below.
4. Compensation. Except as provided in paragraphs 5 and 6 below, SPI shall
------------
pay to Executive as compensation for his services under this agreement a base
salary at the annual rate of not less than $165,000, in accordance with the
customary payroll practices of SPI, for the term of this agreement. As used in
this agreement, the term "base salary" shall mean the amount stated in the
preceding sentence or such greater amount as the Board may, from time to time,
designate as Executive's base salary. Executive may participate in such bonus,
stock option, deferred compensation, employee benefit, and fringe benefit plans
or arrangements as the Board may from time to time determine.
5. Termination of Agreement.
------------------------
5.1 General. This agreement may be terminated at any time under the
-------
following terms except to the extent paragraph 6, with respect to a Change in
Control, is applicable. Any termination of this agreement under this paragraph 5
shall be subject to the provisions of paragraphs 5.2, 8, 10, and 15, which shall
survive the termination.
5.1.1 Without Cause. Executive serves as an officer and
-------------
executive of SPI at the pleasure of the Board.
5.1.1(A) The Chairman of the Board, the Chief Executive
Officer, or the Board may terminate Executive's employment with SPI and this
agreement at any time without a determination of Cause (as defined below), by
written notice to Executive.
5.1.1(B) The Chairman of the Board, the Chief Executive
Officer, or the Board may terminate this agreement at any time without a
determination of Cause and without requiring the termination of Executive's
employment with SPI, by written notice to Executive.
5.1.2 Cause. Upon a determination by the Chairman of the
-----
Board, the Chief Executive Officer, or the Board that Executive has breached or
neglected his duties to SPI (such conduct by Executive being referred to in this
agreement as "Cause"), the Chairman of the Board, the Chief Executive Officer,
or the Board may terminate Executive's employment with SPI and this agreement by
written notice to Executive.
2
{PAGE}
5.1.3 Death. This agreement shall terminate upon Executive's
-----
death.
5.1.4 Disability. Upon a determination by the Chairman of the
----------
Board, the Chief Executive Officer, or the Board that Executive is unable to
perform his duties to SPI under this agreement by reason of illness or other
incapacity that will qualify Executive for benefits under any long term
disability arrangement or policy maintained with respect to Executive's
employment with SPI (such condition of Executive being referred to in this
agreement as "Disability"), the Chairman of the Board, the Chief Executive
Officer, or the Board may terminate Executive's employment with SPI and this
agreement by written notice to Executive.
5.1.5 Voluntary Resignation. Executive may terminate this
---------------------
agreement at any time by submitting his resignation with at least 30 days prior
written notice to the Board.
5.2 Obligations upon Termination.
----------------------------
5.2.1 Without Cause.
-------------
5.2.1(A) Should SPI terminate this agreement without
Cause in accordance with paragraph 5.1.1 above, SPI shall pay to Executive an
amount equal to the base salary that would have been payable under paragraph 4
for the 24-month period beginning on the date of termination of this agreement,
at the rate in effect on the date of termination and at the times such salary
would otherwise have been payable. Furthermore, Executive shall continue to
participate for such 24-month period in any life, disability, accident and
health insurance benefits substantially similar to those Executive was receiving
or entitled to receive from SPI immediately before notice of termination or, at
SPI's option, such life, disability, accident and health insurance benefits as
may be generally in effect for executives of SPI during that period. In the case
of a termination under paragraph 5.1.1(B), the provisions of this paragraph
shall be applicable whether or not Executive's employment with SPI continues.
5.2.1(B) Should SPI terminate this agreement without
Cause and without requiring the termination of Executive's employment under
paragraph 5.1.1(B), and should SPI and Executive agree upon terms regarding the
continuation of Executive's employment with SPI, such terms whether written or
oral shall be subject (i) to paragraph 5.2.1(A) above, and (ii), if the
termination of this agreement occurs within 24 months after a Change in Control
(as defined in paragraph 6 below), to the survival of paragraphs 6 and 7, below,
unless Executive specifically waives such provisions.
5.2.2 With Cause or Voluntary Resignation. Should SPI
257235
|
Sizeler Property
As referenced in this Severance Agreement [Restated]:
Sizeler Property Investors, – 4
{FILENAME}0004.txt
{DESCRIPTION}JAMES W. BRODIE SEVERANCE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10C
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a Delaware
corporation qualified as a real estate investment trust ("SPI"), with principal
offices at 2542 Williams Boulevard, Kenner, Louisiana, and
_____________
SIZELER PROPERTY INVESTORS, – counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
SIZELER PROPERTY INVESTORS, INC.
By:__________________________________
_____________________________________
James W. Brodie
15
{/TEXT}
{/DOCUMENT}
_____________
dt 131744
;
| James W. Brodie
|
| Preview
Full Doc
| 2000 |
Severance Agreement [Restated]
Severance Agreement [Restated] (49K)
Doc #257236: Click preview link for longer preview.
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a
Delaware corporation qualified as a real estate investment trust ("SPI"), with
principal offices at 2542 Williams Boulevard, Kenner, Louisiana, and Robert A.
Whelan, an individual residing in _________, Louisiana ("Executive"), first
dated as of May 12, 2000, and as amended and restated as of August 3, 2000.
R E C I T A L S
A. SPI entered into an agreement with Executive dated May ___, 2000
(the "Original Agreement").
B. Before entering into the Original Agreement, the Board of
Directors of SPI (the "Board") had considered the potential for adverse effects
on SPI and on the work environment and executive morale were there a proposal
for a change in control of SPI, and the intent of the Original Agreement was to
reinforce and encourage Executive's continued attention and devotion to his
duties without distraction notwithstanding such a proposal.
C. The Board has reviewed the Original Agreement and determined that
it is in the best interests of SPI and its shareholders and in furtherance of
the intent of the Original Agreement to amend the Original Agreement through
this restatement.
D. Executive has agreed to this amendment and restatement of the
Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth
below, SPI and Executive agree as follows:
1. Employment. SPI shall continue to employ Executive, and Executive
----------
shall remain in the employ of SPI, under the terms set forth in this agreement.
2. Responsibilities. SPI shall employ Executive, and Executive shall
----------------
serve SPI, during the term of this Agreement in such executive capacity as may
be specified from time to time by the Board. Executive shall, during the term of
this agreement, devote his full time and attention to and exert his best efforts
in the performance of his duties toward SPI, provided, however, that with the
approval of the Board, Executive may serve on the board of directors or
1
{PAGE}
trustees of, or hold other positions with respect to, Sizeler Realty Co., Inc.
("SRC"), and other companies and organizations.
3. Term. The initial term of this agreement shall begin on August 3,
----
2000 and end on August 31, 2002. On October 1, 2000, and on the first day of
each following month, the term of this agreement shall automatically be extended
to the end of the 24-month period beginning on such date. Notwithstanding the
preceding provisions of this paragraph, this agreement may be terminated at any
time in accordance with the provisions of paragraph 5 or 6 below.
4. Compensation. Except as provided in paragraphs 5 and 6 below, SPI
------------
shall pay to Executive as compensation for his services under this agreement a
base salary at the annual rate of not less than $135,000, in accordance with the
customary payroll practices of SPI, for the term of this agreement. As used in
this agreement, the term "base salary" shall mean the amount stated in the
preceding sentence or such greater amount as the Board may, from time to time,
designate as Executive's base salary. Executive may participate in such bonus,
stock option, deferred compensation, employee benefit, and fringe benefit plans
or arrangements as the Board may from time to time determine.
5. Termination of Agreement.
------------------------
5.1 General. This agreement may be terminated at any time under
-------
the following terms except to the extent paragraph 6, with respect to a Change
in Control, is applicable. Any termination of this agreement under this
paragraph 5 shall be subject to the provisions of paragraphs 5.2, 8, 10, and 15,
which shall survive the termination.
5.1.1 Without Cause. Executive serves as an officer and
-------------
executive of SPI at the pleasure of the Board.
5.1.1(A) The Chairman of the Board, the Chief
Executive Officer, or the Board may terminate Executive's employment with SPI
and this agreement at any time without a determination of Cause (as defined
below), by written notice to Executive.
5.1.1(B) The Chairman of the Board, the Chief
Executive Officer, or the Board may terminate this agreement at any time without
a determination of Cause and without requiring the termination of Executive's
employment with SPI, by written notice to Executive.
5.1.2 Cause. Upon a determination by the Chairman of the
-----
Board, the Chief Executive Officer, or the Board that Executive has breached or
neglected his duties to SPI (such conduct by Executive being referred to in this
agreement as "Cause"), the Chairman of the Board, the Chief Executive Officer,
or the Board may terminate Executive's employment with SPI and this agreement by
written notice to Executive.
2
{PAGE}
5.1.3 Death. This agreement shall terminate upon
-----
Executive's death.
5.1.4 Disability. Upon a determination by the Chairman of
----------
the Board, the Chief Executive Officer, or the Board that Executive is unable to
perform his duties to SPI under this agreement by reason of illness or other
incapacity that will qualify Executive for benefits under any long term
disability arrangement or policy maintained with respect to Executive's
employment with SPI (such condition of Executive being referred to in this
agreement as "Disability"), the Chairman of the Board, the Chief Executive
Officer, or the Board may terminate Executive's employment with SPI and this
agreement by written notice to Executive.
5.1.5 Voluntary Resignation. Executive may terminate this
---------------------
agreement at any time by submitting his resignation with at least 30 days prior
written notice to the Board.
5.2 Obligations upon Termination.
----------------------------
5.2.1 Without Cause.
-------------
5.2.1(A) Should SPI terminate this agreement without
Cause in accordance with paragraph 5.1.1 above, SPI shall pay to Executive an
amount equal to the base salary that would have been payable under paragraph 4
for the 24-month period beginning on the date of termination of this agreement,
at the rate in effect on the date of termination and at the times such salary
would otherwise have been payable. Furthermore, Executive shall continue to
participate for such 24-month period in any life, disability, accident and
health insurance benefits substantially similar to those Executive was receiving
or entitled to receive from SPI immediately before notice of termination or, at
SPI's option, such life, disability, accident and health insurance benefits as
may be generally in effect for executives of SPI during that period. In the case
of a termination under paragraph 5.1.1(B), the provisions of this paragraph
shall be applicable whether or not Executive's employment with SPI continues.
5.2.1(B) Should SPI terminate this agreement without
Cause and without requiring the termination of Executive's employment under
paragraph 5.1.1(B), and should SPI and Executive agree upon terms regarding the
continuation of Executive's employment with SPI, such terms whether written or
oral shall be subject (i) to paragraph 5.2.1(A) above, and (ii), if the
termination of this agreement occurs within 24 months after a Change in Control
(as defined in paragraph 6 below), to the survival of paragraphs 6 and 7, below,
unless Executive specifically waives such provisions.
5.2.2 With Cause or Voluntary Resignation. Should SPI
257236
|
Sizeler Property
As referenced in this Severance Agreement [Restated]:
Sizeler Property Investors, – 5
{FILENAME}0005.txt
{DESCRIPTION}ROBERT A. WHELAN SEVERANCE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10D
SEVERANCE AGREEMENT
as Restated
THIS AGREEMENT by and between Sizeler Property Investors, Inc., a
Delaware corporation qualified as a real estate investment trust ("SPI"), with
principal offices at 2542 Williams Boulevard, Kenner, Louisiana, and
_____________
SIZELER PROPERTY INVESTORS, – counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
SIZELER PROPERTY INVESTORS, INC.
By:_____________________________
________________________________
Robert A. Whelan
15
{/TEXT}
{/DOCUMENT}
_____________
dt 131745
;
| Robert A. Whelan
|
| Preview
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| 2004 |
Executive Severance Agreement
Executive Severance Agreement (31K)
Doc #257387: Click preview link for longer preview.
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 8th day of December 2003 by and between Summit Properties Inc., a Maryland corporation with its principal place of business in Charlotte, North Carolina (the "Company"), and Todd Farrell (the "Executive").
1.
Purpose . The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the "Board") recognizes, however, that, as is the case with many publicly held corporations, the possibility of . . .
257387
|
Summit
As referenced in this Executive Severance Agreement:
Summit Properties Inc – spiex10106.htm SPI EXHIBIT 10.10.6
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 8th day of December 2003 by and between Summit Properties Inc ., a Maryland corporation with its principal place of business in Charlotte, North Carolina (the "Company"), and Todd Farrell (the "Executive").
1.
Purpose .
_____________
SUMMIT PROPERTIES INC – as a sealed instrument by the Company by its duly authorized officer, and by the Executive, as of the date first above written.
SUMMIT PROPERTIES INC .
By: /s/ Steven R. LeBlanc____
Name: Steven R. LeBlanc
Title: President
/s/ Todd Farrell ____________[SEAL]
Todd Farrell
"Executive"
_____________
dt 131920
;
|
Summit
As referenced in this Executive Severance Agreement:
Summit Properties Partnership, – term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Act") (other than the Company, Summit Properties Partnership, L.P. (together with any other subsidiaries of the Company, the "Subsidiaries"), or any trustee, fiduciary or other person or entity holding
_____________
dt 131884
|
| Preview
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| 2002 |
Executive Severance Agreement
Executive Severance Agreement (34K)
Doc #257434: Click preview link for longer preview.
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 17th day of December 2001 by and between
Summit Properties Inc., a Maryland corporation with its principal place of
business in Charlotte, North Carolina (the "Company"), and Keith L. Downey of
Charlotte, North Carolina (the "Executive").
1. Purpose. The Company considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel. The Board of Directors of the Company (the "Board") . . .
257434
|
Summit
As referenced in this Executive Severance Agreement:
Summit Properties Inc – 17-2001
{TEXT}
{PAGE}
Exhibit 10.2
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 17th day of December 2001 by and between
Summit Properties Inc ., a Maryland corporation with its principal place of
business in Charlotte, North Carolina (the "Company"), and Keith L. Downey of
Charlotte, North
_____________
SUMMIT PROPERTIES INC – a sealed
instrument by the Company by its duly authorized officer, and by the Executive,
as of the date first above written.
COMPANY:
SUMMIT PROPERTIES INC .
By: /s/ Michael G. Malone
----------------------------------
Name: Michael G. Malone
Title: Senior Vice President
Secretary & General Counsel
EXECUTIVE:
/s/Keith L. Downey
----------------------------------
Keith
_____________
dt 131964
;
|
Summit
As referenced in this Executive Severance Agreement:
Summit Properties Partnership, – term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 (the "Act") (other
than the Company, Summit Properties Partnership, L.P. (together with
any other subsidiaries of the Company, the "Subsidiaries"), or any
trustee, fiduciary or other person or entity holding
_____________
dt 131893
|
| Preview
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| 2000 |
Executive Severance Agreement
Executive Severance Agreement (35K)
Doc #257485: Click preview link for longer preview.
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 1st day of March 2000 by and between Summit
Properties Inc., a Maryland corporation with its principal place of business in
Charlotte, North Carolina (the "Company"), and Robert R. Kilroy (the
"Executive").
1. Purpose. The Company considers it essential to the best interests of
its stockholders to foster the continuous employment of key management
personnel. The Board of Directors of the Company (the "Board") recognizes,
however, that, as is the case . . .
257485
|
Summit
As referenced in this Executive Severance Agreement:
Summit
Properties Inc – AGREEMENT / ROBERT R. KILROY
{TEXT}
{PAGE} 1
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 1st day of March 2000 by and between Summit
Properties Inc ., a Maryland corporation with its principal place of business in
Charlotte, North Carolina (the "Company"), and Robert R. Kilroy (the
"Executive").
1.
_____________
SUMMIT PROPERTIES INC – a sealed
instrument by the Company by its duly authorized officer, and by the Executive,
as of the date first above written.
COMPANY:
SUMMIT PROPERTIES INC .
By: /s/ STEVEN R. LEBLANC
---------------------
Name: Steven R. LeBlanc
Title: President and Chief Operating Officer
EXECUTIVE:
/s/ ROBERT R. KILROY
--------------------
Robert R.
_____________
dt 132013
;
|
Summit
As referenced in this Executive Severance Agreement:
Summit Properties Partnership, – term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Act")
(other than the Company, Summit Properties Partnership, L.P.
(together with any other subsidiaries of the Company, the
"Subsidiaries"), or any trustee, fiduciary or other person or
entity holding
_____________
dt 131915
|
| Preview
Full Doc
| 2000 |
Executive Severance Agreement
Executive Severance Agreement (34K)
Doc #257490: Click preview link for longer preview.
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 1st day of June, 2000 by and between Summit
Properties Inc., a Maryland corporation with its principal place of business in
Charlotte, North Carolina (the "Company"), and Randall M. Ell (the "Executive").
1. Purpose. The Company considers it essential to the best interests of
its stockholders to foster the continuous employment of key management
personnel. The Board of Directors of the Company (the "Board") recognizes,
however, that, as is the case with . . .
257490
|
Summit
As referenced in this Executive Severance Agreement:
Summit
Properties Inc – ELL
{TEXT}
{PAGE} 1
EXHIBIT 10.3
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 1st day of June, 2000 by and between Summit
Properties Inc ., a Maryland corporation with its principal place of business in
Charlotte, North Carolina (the "Company"), and Randall M. Ell (the "Executive").
1.
_____________
SUMMIT PROPERTIES INC – a sealed
instrument by the Company by its duly authorized officer, and by the Executive,
as of the date first above written.
COMPANY:
SUMMIT PROPERTIES INC .
By: /s/ Steven R. LeBlanc
--------------------------------
Name: Steven R. LeBlanc
Title: President and Chief Operating Officer
EXECUTIVE:
/s/ Randall M. Ell
--------------------------------
Randall M.
_____________
dt 132016
;
|
Summit
As referenced in this Executive Severance Agreement:
Summit Properties Partnership, – term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Act") (other than the
Company, Summit Properties Partnership, L.P. (together with any other
subsidiaries of the Company, the "Subsidiaries"), or any trustee,
fiduciary or other person or entity holding
_____________
dt 131916
|
| Preview
Full Doc
| 2003 |
Change-IN-Control Severance Agreement
Change-IN-Control Severance Agreement (24K)
Doc #259402: Click preview link for longer preview.
CHANGE-IN-CONTROL SEVERANCE AGREEMENT
THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the "Agreement") is made
as of May 1, 1998, by and between VENTAS, INC., a Delaware corporation, (the
"Company") and T. RICHARD RINEY (the "Employee").
RECITALS:
A. The Employee is employed by the Company.
B. The Company recognizes that the Employee's contribution to the
Company's growth and success has been and continues to be significant.
C. The Company wishes to encourage the Employee to . . .
259402
|
Ventas
As referenced in this Change-IN-Control Severance Agreement:
VENTAS, INC – CHANGE-IN-CONTROL SEVERANCE AGREEMENT
THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the "Agreement") is made
as of May 1, 1998, by and between VENTAS, INC ., a Delaware corporation, (the
"Company") and T. RICHARD RINEY (the "Employee").
RECITALS:
A. The Employee is employed by the Company.
B. The
_____________
Ventas, Inc – or sent by certified or registered mail, postage prepaid, to the other
party at the address set forth below:
If to the Company: Ventas, Inc .
400 West Market Street, Suite 3300
Louisville, KY 40202
Attention: President
-6-
{PAGE}
If to Employee: T. Richard Riney
12116 Rosewood Lane
_____________
VENTAS, INC – shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
VENTAS, INC .
/s/ Thomas T. Ladt
----------------------------------------------
By: Thomas T. Ladt
President and Chief Operating Officer
/s/ T. Richard Riney
----------------------------------------------
T. Richard Riney
-8-
{/TEXT}
{/
_____________
dt 133429
| |
| Preview
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| 2000 |
Consulting and Severance Agreement
Consulting and Severance Agreement (59K)
Doc #262476: Click preview link for longer preview.
CONSULTING AND SEVERANCE AGREEMENT
This Agreement ("this Agreement") is made this 18th day of July, 2000,
by and between Omega Healthcare Investors, Inc. (the "Company"), and Essel W.
Bailey, Jr. (the "Officer" or "you") and describes certain compensation,
benefits and severance which you will become entitled to receive upon the
happening of certain events and the purchase on or before August 31, 2000, by
Explorer Holdings, L.P. from the Company of preferred stock for at least
$90,000,000 (the "Transaction").
INTRODUCTION:
The Officer is a valued employee of the Company and is terminating his
employment with the Company, conditioned upon and effective upon completion of
the Transaction.
The Company values the Officer's significant contribution to the
Company and desires to maintain and increase the goodwill between them and
desires to continue to retain the Officer as a consultant.
NOW, THEREFORE, the parties agree as follows:
1. Resignation; Effectiveness of Agreement.
(a) Effective as of the close of business on the date of
closing of the Transaction (the "Resignation Date"), you hereby resign
as an employee, officer, and director and from all other positions you
hold with the Company. Effective as of the close of business on the
first business day following the date of closing of the Transaction,
you hereby resign as an officer and director, and from all other
positions you hold with all direct and indirect subsidiaries of the
Company (the "Subsidiaries"). The parties acknowledge and agree that
Omega Worldwide, Inc. is not a Subsidiary for purposes of this
Agreement.
(b) This Agreement is expressly contingent upon the closing of
the Transaction by August 31, 2000, and the provisions of this
Agreement will become effective upon such closing, and, in the event
that the Transaction does not close by such date, this Agreement will
be null and void and of no force or effect whatsoever.
2. Compensation Prior to Termination. The Company will continue to pay your
regular base salary through the Resignation Date with all benefits as an officer
and on the same terms and conditions as apply to other executive officers.
During this period, you will perform such duties, consistent with your position,
as requested by the Board of Directors of the Company, and you agree to vote all
shares of common stock, par value $.10 per share, of the Company ("Common
Stock") as to which you possess voting authority in favor of the Transaction and
in favor of the Company's 2000 Stock Incentive Plan at the special meeting of
the stockholders of the Company held to vote on such matters or any adjournment
of such meeting.
3. Severance Payment. Within two (2) business days following the end of the
Revocation Period, the Company will pay you, in cash by wire transfer (in
accordance with wire transfer instructions to be provided by you) of immediately
available funds, a lump sum severance benefit in the amount of $1,555,000.
4. Directors' Retirement Plan; 1993 Deferred Compensation Plan. All amounts
credited to you under the Directors' Retirement Plan which was terminated in
1998, including $35,000 of your own contributions, have previously been
deposited in Account Number 186-01103-19 of Omega Healthcare Investors, Inc.
with the Palisade Capital Securities, L.L.C. and Bear, Stearns Securities Corp.
as clearance agent (the "Account"). As of June 30, 2000, the dollar value
attributable to 13,000 Deferred Compensation Units credited to you under the
Company's 1993 Deferred Compensation Plan, as amended (the "Plan"), which
represents all of your units under the Plan, is $248,218. The dollar value
attributable to such units will be adjusted pursuant to the terms of the Plan
through the date of payment and will be deposited by the Company into the
Account (in accordance with the wire transfer instructions set forth on Exhibit
A) in a single lump sum within two days following the end of the Revocation
Period. Immediately thereafter, legal ownership and all rights in the Account,
together with the corresponding liabilities associated therewith, are hereby
assigned by the Company to Alpha Capital, Inc., a Michigan corporation, and, on
the delivery of any documents required by the broker to reflect such transfer
and assignment, you hereby agree that all of the Company's obligations with
respect to the foregoing balances and the two foregoing plans are hereby
released and extinguished and thereafter you will look solely to Alpha Capital,
Inc. with respect to its continued administration of the Plans for any recovery
or rights you may have therein; and you will indemnify and hold the Company
harmless from any cost or liability it may incur as a result of its taking the
actions described above in this paragraph.
5. Restricted Stock. All vesting requirements applicable to 12,218 shares of
restricted stock granted to you before February 10, 2000 will be deemed
fulfilled as of the expiration of the Revocation Period. With respect to the
63,321 shares of restricted stock granted to you on February 10, 2000, all
vesting requirements applicable to 47,490 of such shares will be deemed
fulfilled as of the expiration of the Revocation Period, and the remaining
15,831 of such shares will automatically immediately vest if the Company
achieves (a) a price per share of Common Stock (as reported on the New York
Stock Exchange ("NYSE")) at or above $10 and the stock price remains at or above
that price for ten (10) consecutive business days between July 11, 2000 and
February 10, 2001, or (b) an average price per share of Common Stock, as
reported on the NYSE, of $10 or more for any thirty (30) consecutive business
days between July 11, 2000 and February 10, 2001. The number of shares of Common
Stock and the $10 price target will be proportionately adjusted for any increase
or decrease in the number of issued and outstanding shares of Common Stock
resulting from a subdivision or combination of shares or the payment of a stock
dividend in shares of Common Stock to holders of outstanding shares of Common
Stock.
6. Stock Options. You have previously been granted options to purchase shares of
Common Stock. Options to purchase 85,000 shares of Common Stock are not vested
and those options are hereby terminated as of the Resignation Date. The
remainder of your stock options will expire and cease to be exercisable as of
the earlier of three months after your Resignation Date or such earlier date as
may apply pursuant to the terms of the applicable stock option agreement.
7. Borrowing Program. On or before the date which is thirty (30) days following
the Resignation Date, you may tender to the Company 6,627 shares of Common Stock
purchased by you pursuant to the Company's Borrowing Program, as amended and
restated by the Board of Directors of the Company on June 15, 2000, in full
satisfaction of the principal amount of your indebtedness of $191,802.74 and all
accrued interest outstanding under the Borrowing Program. If you do not tender
back those shares of Common Stock within such 30 day period, the principal and
interest outstanding under the Borrowing Program will immediately be due and
payable in cash as of the expiration of such thirty (30) day period.
8. Life, Health, Long-Term Disability. For the twenty-four month period
following the Resignation Date, the Company will continue to offer to you the
same group health, group life insurance, and group long-term disability
insurance coverage that the Company offers to its other executive officers
during such period, at the same cost as applies to other executive officers;
provided, however, that to the extent the applicable insurer will not permit the
Company to continue coverage for you under (a) the applicable health policy for
the period following your period of coverage required to be offered pursuant to
Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as
amended ("COBRA") and up to the expiration of the twenty-four month period, or
(b) under the applicable group life or long-term disability insurance policy for
any portion of the twenty-four month period, the Company will pay you during the
period of such disallowed coverage an amount equal to the amount it would have
contributed towards your cost of coverage had you remained an employee of the
Company during such period; and provided further, that in the event you receive
other health insurance, life insurance, or long-term disability coverage, or
receive payment or reimbursement therefor, from another employer or business or
any other source during such twenty-four month period, the Company will cease to
be obligated to provide you such coverage or reimbursement in lieu of coverage.
In the event you receive any other such coverage, you shall, no later than the
effective date of such other coverage, notify the Company of the same. The
period for which you are entitled to group health insurance continuation
hereunder will count towards any required period of continuation coverage
pursuant to COBRA.
262476
|
Omega Healthcare
As referenced in this Consulting and Severance Agreement:
Omega Healthcare Investors, – AGREEMENT ESSEL BAILEY
{TEXT}
CONSULTING AND SEVERANCE AGREEMENT
This Agreement ("this Agreement") is made this 18th day of July, 2000,
by and between Omega Healthcare Investors, Inc. (the "Company"), and Essel W.
Bailey, Jr. (the "Officer" or "you") and describes certain compensation,
benefits and severance which you will
_____________
Omega Healthcare Investors, – which was terminated in
1998, including $35,000 of your own contributions, have previously been
deposited in Account Number 186-01103-19 of Omega Healthcare Investors, Inc.
with the Palisade Capital Securities, L.L.C. and Bear, Stearns Securities Corp.
as clearance agent (the "Account"). As of June
_____________
Omega Healthcare Investors, – and
cooperate with the Company in the defense of, and assertion of any claims in
connection with, (a) the Res-Care Inc. v. Omega Healthcare Investors, Inc.,
United States District Court for the Western District of Kentucky, Civil Action
No. 95-42-LS; the Omega Healthcare Investors, Inc.
_____________
Omega Healthcare Investors, – Inc. v. Omega Healthcare Investors, Inc.,
United States District Court for the Western District of Kentucky, Civil Action
No. 95-42-LS; the Omega Healthcare Investors, Inc. v. Res-Care, Inc.; the
Karrington Health, Inc. v. Omega Healthcare Investors, Inc.; and the Madison/OHI
Liquidity Investors, LLC v.
_____________
Omega Healthcare Investors, – District of Kentucky, Civil Action
No. 95-42-LS; the Omega Healthcare Investors, Inc. v. Res-Care, Inc.; the
Karrington Health, Inc. v. Omega Healthcare Investors, Inc.; and the Madison/OHI
Liquidity Investors, LLC v. Omega Healthcare Investors, Inc., United States
District Court for the Eastern District of
_____________
dt 144854
;
Res-Care
As referenced in this Consulting and Severance Agreement:
Res-Care – will assist the Company and
cooperate with the Company in the defense of, and assertion of any claims in
connection with, (a) the Res-Care Inc. v. Omega Healthcare Investors, Inc.,
United States District Court for the Western District of Kentucky, Civil Action
No. 95-42-LS; the
_____________
Res-Care, – Inc.,
United States District Court for the Western District of Kentucky, Civil Action
No. 95-42-LS; the Omega Healthcare Investors, Inc. v. Res-Care, Inc.; the
Karrington Health, Inc. v. Omega Healthcare Investors, Inc.; and the Madison/OHI
Liquidity Investors, LLC v. Omega Healthcare Investors, Inc.,
_____________
dt 228791
;
| Essel W. Bailey, Jr.;
Explorer Holdings, L.P.
|
| Full Doc
| 2003 |
Senior Executive Severance Agreement
Senior Executive Severance Agreement (31K)
Doc #264537: This document is immediately available for purchase, but does not have a preview available for viewing.
264537
|
BP
As referenced in this Senior Executive Severance Agreement:
BOSTON PROPERTIES, INC – {DOCUMENT}
{TYPE}EX-10.17
{SEQUENCE}13
{FILENAME}a2104055zex-10_17.txt
{DESCRIPTION}EXHIBIT 10.17
{TEXT}
{Page}
EXHIBIT 10.17
BOSTON PROPERTIES, INC .
SENIOR EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 30th day of July, 1998 by and among Boston
Properties, Inc., a Delaware
_____________
Boston
Properties, Inc – EXHIBIT 10.17
BOSTON PROPERTIES, INC.
SENIOR EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 30th day of July, 1998 by and among Boston
Properties, Inc ., a Delaware corporation with its principal place of business in
Boston, Massachusetts (the "Company"), Boston Properties Limited Partnership, a
Delaware limited partnership
_____________
BOSTON PROPERTIES, INC – as a sealed instrument
by the Employers by their duly authorized officers and by the Executive, as of
the date first above written.
BOSTON PROPERTIES, INC .
By: /s/ Robert E. Burke
------------------------------
Name: Robert E. Burke
Title: Executive Vice President
BOSTON PROPERTIES LIMITED PARTNERSHIP
By: /s/ Robert E. Burke
------------------------------
_____________
dt 165944
| |
| Preview
Full Doc
| 2003 |
Senior Executive Severance Agreement
Senior Executive Severance Agreement (31K)
Doc #264538: Click preview link for longer preview.
BOSTON PROPERTIES, INC.
SENIOR EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 30th day of July, 1998 by and among Boston
Properties, Inc., a Delaware corporation with its principal place of business in
Boston, Massachusetts (the "Company"), Boston Properties Limited Partnership, a
Delaware limited partnership with its principal place of business in Boston,
Massachusetts ("BPLP") (the Company and BPLP shall be hereinafter collectively
referred to as the "Employers") and Edward H. Linde of . . .
264538
|
BP
As referenced in this Senior Executive Severance Agreement:
BOSTON PROPERTIES, INC – {DOCUMENT}
{TYPE}EX-10.18
{SEQUENCE}14
{FILENAME}a2104055zex-10_18.txt
{DESCRIPTION}EXHIBIT 10.18
{TEXT}
{Page}
EXHIBIT 10.18
BOSTON PROPERTIES, INC .
SENIOR EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 30th day of July, 1998 by and among Boston
Properties, Inc., a Delaware
_____________
Boston
Properties, Inc – EXHIBIT 10.18
BOSTON PROPERTIES, INC.
SENIOR EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT made as of this 30th day of July, 1998 by and among Boston
Properties, Inc ., a Delaware corporation with its principal place of business in
Boston, Massachusetts (the "Company"), Boston Properties Limited Partnership, a
Delaware limited partnership
_____________
BOSTON PROPERTIES, INC – as a sealed instrument
by the Employers by their duly authorized officers and by the Executive, as of
the date first above written.
BOSTON PROPERTIES, INC .
By: /s/ Robert E. Burke
------------------------------
Name: Robert E. Burke
Title: Executive Vice President
BOSTON PROPERTIES LIMITED PARTNERSHIP
By: /s/ Robert E. Burke
------------------------------
_____________
dt 165945
| |
| Preview
Full Doc
| 2002 |
Severance Agreement [Form]
Severance Agreement [Form] (42K)
Doc #267624: Click preview link for longer preview.
FORM OF SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this "AGREEMENT") is made as of this ___ day
of March 2002, between Heritage Property Investment Trust, Inc., a corporation
organized under the State of Maryland and having its principal place of business
at 535 Boylston Street, Boston, Massachusetts 02116 (the "COMPANY") and (Name
of Executive) of (City, State) (the "EXECUTIVE").
RECITALS
WHEREAS, the Company considers it essential to the best interest of its
stockholders to foster the continuous employment of key management personnel,
and believes that the possibility of a change of control of the Company and the
uncertainty and questions which it may raise among management may result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders; and
WHEREAS, the Board of Directors has therefore determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's management, including the
Executive, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a change of
control of the Company;
NOW, THEREFORE, in consideration of the mutual premises set forth below
and for other good and valuable consideration, in order to induce the Executive
to remain in the employ of the Company, the Company agrees that the Executive
shall receive the severance benefits set forth in this Agreement in the event
his employment with the Company terminates, including subsequent to a "Change of
Control" of the Company, under the circumstances described below.
1. DEFINITIONS
The following terms used in this Agreement shall have the meanings
given below:
(a) "ANNUAL BASE SALARY" shall mean the Executive's gross annual salary
before any deductions, exclusions or any deferrals or contributions under any
Company plan or program, but excluding bonuses, incentive compensation, employee
benefits or any other non-salary form of compensation (determined without regard
to any reduction in Annual Base Salary that results in "Good Reason"
termination).
(b) "BOARD" shall mean the Board of Directors of the Company.
(c) "BONUS AMOUNT" shall mean the average dollar amount of the annual
bonus paid or payable to the Executive under the Company's annual bonus plan for
{PAGE}
-2-
each of the three most recently completed fiscal years under such plan, if any.
For purposes hereof, the "Bonus Amount" shall not include any special bonuses
paid outside of the Company's generally applicable annual bonus plan (or any
successor plan).
(d) "CAUSE" shall have the meaning given in Section 3(b) hereof.
(e) "CHANGE OF CONTROL" shall mean the occurrence of any of the
following after the date hereof:
(i) any "person" (as defined in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and
as modified in Section 13(d) and 14(d) of the Exchange Act), other than
(A) the Company or any of its subsidiaries, (B) an employee benefit
plan of the Company or any of its subsidiaries, or a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or any of its subsidiaries, (C) the Fund or any of its
subsidiaries or affiliates, (D) a company owned, directly or
indirectly, by stockholders of the Company in substantially the same
proportions as their ownership of the Company, or (E) an underwriter
temporarily holding securities pursuant to an offering of such
securities (a "PERSON"), becomes the "beneficial owner" (as defined in
rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the shares of
voting stock of the Company then outstanding and such Person's
beneficial ownership level then exceeds the percentage of the Company's
outstanding voting stock beneficially owned by the Fund; or
(ii) the consummation of a merger or consolidation of the
Company or one of its subsidiaries with or into any other company,
other than a merger or consolidation which would result in the holders
of the voting securities of the Company outstanding immediately prior
thereto holding securities which represent immediately after such
merger or consolidation more than 50% of the combined voting power of
the voting securities of the Company or the surviving company or the
parent of such surviving company; or
(iii) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets, other than a sale or disposition if the holders of the voting
securities of the Company outstanding immediately prior thereto hold
securities that represent immediately after such merger or
consolidation more than 50% of the combined voting power of the voting
securities of the Company or the surviving company or the parent of
such surviving company; or
(iv) a majority of the Board votes in favor of a decision
that a Change of Control has occurred.
267624
|
Heritage
As referenced in this Severance Agreement [Form]:
Heritage Property Investment Trust, – Exhibit 10.16
FORM OF SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this "AGREEMENT") is made as of this ___ day
of March 2002, between Heritage Property Investment Trust, Inc., a corporation
organized under the State of Maryland and having its principal place of business
at 535 Boylston Street, Boston, Massachusetts
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Heritage Property Investment Trust, – or at such other places that either
party may designate by notice to the other.
Notice to the Company shall be addressed to:
Heritage Property Investment Trust, Inc.
535 Boylston Street
Boston, MA 02116
Attn: President
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Notice to the Executive shall be addressed to him at his
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dt 175688
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