EXHIBIT 10.22
MEMORANDUM OF UNDERSTANDING
BETWEEN KPT AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
FEBRUARY 13, 2002
March, 2001 - March, 2002
▇▇▇▇▇▇▇ will have received $300,000 (subject to regular income tax withholdings)
based on $25,000 per month. In addition, ▇▇▇▇▇▇▇ will receive on or about March
4, 2002 a payment of $100,000 to satisfy in full his obligations of KPT with
respect to the bonus approved at the time of his engagement.
At the Board of Directors Meeting, Thursday, February 7th, the Compensation
Committee proposed and the Board agreed to the following:
1. As of March 4, 2002, ▇▇▇▇▇▇▇ will continue to perform his duties as acting
CEO for another 6 months for $50,000 per month (subject to regular income
tax withholding) plus $200,000 bonus (subject to regular income tax
withholdings) payable on the earlier of (a) September 4, 2002 and (b) a
change in control of KPT. The $200,000 bonus is in recognition of
▇▇▇▇▇▇▇'s agreement to serve as CEO for a full 18 months.
2. All options previously granted to ▇▇▇▇▇▇▇ will be terminated.
3. His duties as CEO will continue as they have in Raleigh and KPT Properties
with a further understanding that we need a plan for a full-time person,
particularly in the leasing area, to insure stability during this
transition period.
4. ▇▇▇▇▇▇▇ will lead KPT efforts in connection with a potential sale and/or
any transaction relating to the sale, reporting to the special committee
of the Board.
5. He will not be entitled to any other payments (severance or bonuses) other
than as expressly set forth in this Memorandum of Understanding and
reimbursement of expenses and regular benefits available to other
employees of KPT.
6. If KPT is sold (or there is a change in control of KPT) prior to September
4, 2002, ▇▇▇▇▇▇▇ will provide assistance with the transition through
September 4, 2002 if the purchaser wishes without additional compensation.
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairperson, Compensation Committee
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Compensation Committee
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Compensation Committee
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▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Addendum
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1. (b) is intended to mean sale or change of control.
6. The parties intend that whatever portion of the $300,000 salary commitment
has not been paid will, in any event, be paid (subject to regular income
tax withholding) at the time of the $200,000 bonus payment (except in
regards to an event described in paragraph 7).
7. In the event that ▇▇▇▇▇▇▇ dies or is disabled prior to September 4, 2002,
the bonus payment will be made to him (disability) or to his estate
(death).
