EXHIBIT 10.7
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Agreement"), dated as of
September 10, 2003 (this "Agreement"), by and between Reckson Associates Realty
Corp., a Maryland corporation (the "Company"), and Xxxxx Xxxxxxx (the
"Executive").
WHEREAS, the Company and the Executive are currently parties
to an amended and restated Employment Agreement and Noncompetition Agreement,
dated August 15, 2000 (the "Employment Agreement");
WHEREAS, pursuant to (i) the Redemption Agreement (the "Redemption
Agreement"), dated September 10, 2003, by and between ROP and Reckson FS Limited
Partnership ("Reckson FS") as transferor and Rechler Equity Partners I LLC
("RALI I") as transferee, and (ii) the Property Sale Agreement (the "Property
Sale Agreement," and together with the Redemption Agreement, the "Purchase
Agreements"), dated September 10, 2003, by and between ROP and Reckson FS as
seller and Rechler Equity Partners II LLC ("XXXX XX," and together with RALI I,
the "RALI Entities") as purchaser, the RALI Entities will acquire certain
properties currently owned by ROP and/or its subsidiaries (the "Properties");
and
WHEREAS, in connection with the transactions contemplated by
the Purchase Agreements, the Company and the Executive desire to amend the terms
of the noncompetition covenant contain in the Employment Agreement.
NOW, THEREFORE, in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged by the Executive, the Company and the Executive hereby
covenant and agree as follows:
1. Section 8(d) of the Employment Agreement is hereby renumbered to
Section 8(f) and the following new sections 8(d) and (e) are hereby
added to the Employment Agreement:
"(d) Notwithstanding anything contained herein to the contrary,
Executive is not prohibited by this Section 8 from holding an
ownership interest, in any form, directly or indirectly, in
either of the RALI Entities, their respective affiliates or
any other entity in which one or more members of the Rechler
family, directly or indirectly, in the aggregate, hold a
majority ownership interest, in each case, so long as
Executive does not exercise any rights to actively manage or
actively operate the business of any such entity; provided,
however, that this Section 8(d) shall not allow Executive,
through any ownership interest permitted by this Section 8(d),
to maintain any economic interest in any office property in
any of the submarkets throughout the tri-state metropolitan
area of New York, New Jersey and Connecticut.
(e) The Company hereby waives any policy that would in any way
restrict the Executive's ability to hold an ownership interest
in either or the RALI Entities, any of their respective
affiliates, or any other entity in which any member of the
Rechler family, directly or indirectly, in the aggregate, hold
a majority ownership interest, so long as Executive does not
exercise any rights to actively manage or actively operate the
business of any such entity, so long as Executive, through any
ownership interest permitted by this Section 8(e), does not
maintain any economic interest in any office property in any
of the submarkets throughout the tri-state metropolitan area
of New York, New Jersey and Connecticut; provided, however,
that nothing herein shall modify the Executive's fiduciary
duties as an officer and director of the Company."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
EXECUTIVE
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
