EXECUTION COPY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of
the 29th day of June, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a
Maryland corporation (the "Company") and H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the
"Executive").
R E C I T A L S
A. The Executive is currently employed by Criimi Mae Management, Inc., a
wholly-owned subsidiary of the Company, and serves as the President of the
Company.
B. The Board of Directors of the Company (the "Board") recognizes that it
is in the best interests of the Company and its shareholders to retain capable
and experienced executive officers such as the Executive.
C. The Board recognizes that the Executive has made substantial
contributions to the Company and desires to provide for the continuing
employment of the Executive and to encourage the continued dedication and
attention of the Executive to the Company.
D. The Executive is willing to continue to serve the Company.
E. The Company and the Executive desire to enter into this Employment
Agreement.
NOW, THEREFORE, in consideration of the premises, and the mutual agreements
herein contained, the Company and the Executive agree as follows:
1 EMPLOYMENT.
1.1. Employment; Position. The Company hereby employs the Executive as the
President of the Company and the Executive hereby accepts such employment for
the Term (defined below) of this Agreement.
1.2. Duties. The Executive shall, under the direction of the Board, perform
such duties consistent with the Company's bylaws, as amended, and his position
as President as may be reasonably requested of him by the Board.
1.3. Attention and Effort. The Executive will devote the substantial
portion of his time to the affairs of the Company and its subsidiaries and
affiliates, except that he may devote time to satisfy his other existing
business activities; provided that the time devoted to such other existing
business activities does not interfere with the performance of his duties to the
Company and its subsidiaries and affiliates. The phrase "substantial portion"
means all of his time required to perform the duties necessary and appropriate
for the conduct of the business of the Company, and its subsidiaries and
affiliates.
1.4. Support Services. The Executive shall be entitled to all of the
administrative, operational and facility support customary for a President
having the responsibilities of the Executive. This support shall include,
without limitation, a suitably appointed private office, a secretary or
administrative assistant, and payment of, or reimbursement for, reasonable
cellular telephone expenses, reasonable business entertainment expenses, and any
and all other business expenses reasonably incurred on behalf of, or in the
course of performing, duties for the Company. The Executive agrees to provide
such documentation of these expenses as reasonably may be required.
2 TERM. The Term of this Agreement shall commence on the Effective Date
and shall continue until the second anniversary thereof (the "Term"), unless
earlier terminated pursuant to Section 5 hereof. As used herein, the term
"Employment Period" shall mean the period from the Effective Date until the
earlier to occur of (i) the expiration of the Term or (ii) the earlier
termination of the Executive's employment pursuant to Section 5 of this
Agreement.
3 COMPENSATION. Throughout the Term, the Company shall pay or provide,
as the case may be, to the Executive, the compensation and other benefits and
rights set forth in this Section 3.
3.1. Base Salary. During the Employment Period, the Company shall pay or
cause CM Management to pay the Executive an annual base salary at the rate of
$325,000 per annum, payable in accordance with the Company's usual pay practices
(and in any event no less frequently than monthly). Such base salary shall be
reviewed and may be increased not less frequently than once every twelve months
by the Board (with the Executive and H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ abstaining) in its
sole discretion, provided however, that the Executive shall be entitled to an
automatic increase in an amount equal to no less than twenty percent (20%) of
the previous fiscal year's base salary. The Executive's annual base salary, as
such base salary may be increased is referred to herein as the "Base Salary."
3.2. Discretionary Bonus. The payment of bonuses, if any, to the Executive
shall be determined from time to time by the Board (with the Executive and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ abstaining) in its sole discretion.
3.3. Insurance.
3.3.1. The Company shall maintain or cause CM Management to continue to
maintain the policies regarding disability and group term life insurance for the
Executive, and for medical, hospitalization and dental insurance for the
Executive, his spouse and eligible family members in effect immediately prior to
the Effective Date (collectively, "Insurance Benefits"). The Company shall
provide or cause CM Management to provide the Insurance Benefits to the
Executive at no cost to the Executive.
3.3.2. In addition, the Company shall provide or cause CM Management to
provide, at the Company's or CM Management's cost, a two (2) year renewable term
life insurance on the Executive's life, with a death benefit of at least Five
Hundred Thousand Dollars ($500,000). Ownership of such policy, and the
beneficiaries thereof, shall be subject to the determination and control of the
Executive.
3.4. Automobile. The Executive will continue to use the Jeep Cherokee
automobile presently used by the Executive. The Company shall or shall cause CM
Management to provide such automobile to the Executive for his use until such
time as such automobile is three (3) model years old, whereupon, and each three
(3) model years thereafter, the Company shall provide as a replacement an
equivalent new automobile chosen by the Executive. With respect to each such
automobile, the Company shall provide at its cost comprehensive automobile
theft, casualty and liability insurance in coverage amounts reasonably
satisfactory to the Executive and shall pay for all reasonable costs of
operation, maintenance and repair of such automobile.
3.4.1. In the event that the Executive's employment under this Agreement
terminates for any reason (including voluntary or involuntary resignation) the
Executive shall have the right to either (a) purchase the automobile at 90% of
fair market value or (b) assume the lease of the automobile (including the right
to purchase the automobile pursuant to the lease) then being provided for him
pursuant to Section 3.4.
3.5. Parking Space. The Company shall provide or cause CM Management to provide,
at no cost to the Executive, a parking space in the garage of the building
where its headquarters is located, or nearby if no such garage exists in the
headquarters building.
3.6. Pension, Profit Sharing, Retirement and Other Benefit Plans. The
Company shall allow or cause CM Management to allow the Executive to participate
in all pension, profit sharing, retirement and other benefit plans of the
Company or CM Management generally available from time to time to employees of
the Company or CM Management and for which the Executive qualifies under the
terms thereof, and nothing in this Agreement shall, or shall be deemed to, in
any way affect the Executive's right and benefits thereunder except as expressly
provided herein.
3.7. Vacation and Sick Leave. The Executive shall be entitled to up to forty-
five (45) business days of vacation each year and reasonable sick leave.
3.8. Membership Fees. The Company shall bear or cause CM Management to, on
the Executive's behalf, bear the cost of all dues and fees necessary for the
Executive to obtain or maintain his professional licenses and to obtain or
maintain membership in appropriate professional associations and organizations,
and the Company shall reimburse or cause CM Management to reimburse the
Executive for all costs and expenses actually and reasonably incurred to attend
meetings of all such associations and organizations. The Company shall reimburse
or cause CM Management to reimburse C.R.I., Inc., for two-thirds of the cost of
C.R.I., Inc.'s corporate membership in Avenel Country Club. The Executive agrees
to provide such documentation of all of the foregoing dues, fees, costs and
expenses as reasonably may be required.
3.9. Expense Allowance. The Company shall reimburse or cause CM Management
to reimburse the Executive or provide him with an expense allowance of up to
Twenty Thousand Dollars ($20,000) for each twelve (12) months of the Term for
financial planning, tax return and financial statement preparation services.
4 PERMANENT DISABILITY.
4.1. Determination. The Executive's "Permanent Disability" shall be deemed
to have occurred one (1) day after (i) one hundred fifty (150) business days in
the aggregate during any consecutive twelve (12) month period, or (ii) one
hundred eighty (180) consecutive days that the Executive, by reason of physical
or mental disability or illness, shall have been unable to discharge his
principal duties under this Agreement.
4.2. Resolution of Disagreement. If either the Company or the Executive,
after receipt of notice of the Executive's Permanent Disability from the other,
disagrees that the Executive's Permanent Disability shall have occurred, the
Executive shall promptly submit to a physical examination by, or under the
direction of, the chief of medicine of any major accredited hospital in the
Washington, D.C. metropolitan area and, unless such physician (or his designee
physician) shall issue a written statement to the effect that, in such
physician's opinion, based on such physician's diagnosis, the Executive is
capable of resuming his employment and devoting such time and energy as may be
reasonably required to the performance of his principal duties hereunder within
thirty (30) days after the date of such statement, such Permanent Disability
shall be deemed to have occurred on a date determined in accordance with Section
4.1.
5 TERMINATION OF EMPLOYMENT. The Executive's employment under this Agreement
and the Term shall be terminated immediately upon the occurrence of any event
set forth in Sections 5.1 through 5.4.
5.1. Immediately upon the death of the Executive.
5.2. By the Company (pursuant to action of the Board, with no vote by the
Executive) at any time after the Permanent Disability of the Executive, subject
to compliance by the Company with the Americans With Disabilities Act, or by the
Executive at any time after his Permanent Disability.
5.3. By the Company (pursuant to action of the Board, with no vote by the
Executive) at any time for "Cause" (as defined in Section 5.6).
5.4. By the Executive's resignation.
5.5. For purposes hereof, Cause shall mean:
(i) Active participation by the Executive in fraudulent conduct;
(ii) conviction of, or a guilty plea to, a felony;
(iii) a deliberate act or series of deliberate acts which, in the
reasonable judgment of the Company, results in material injury to the business,
operations or business reputation of the Company;
(iv) gross negligence;
(v) the Executive's willful failure to perform any of his material duties
under this Agreement; or
(vi) the Executive's material breach of any provision of this Agreement,
which material breach has not been cured to the Company's reasonable
satisfaction within ten (10) days after the Company gives written notice thereof
to the Executive or within such longer period of time, up to sixty (60) days
after such notice, which is reasonably required to cure the default if the
Executive is acting diligently to cure the default.
5.6. However, there shall not be Cause in the case of clause (iii) of
Section 5.5, if the Executive promptly and diligently, after receipt of written
notice from the Company, takes such action which causes the Company, in its
reasonable judgment, to believe that any such material injury has been
rectified; and there shall not be Cause in the case of clause (v) of Section
5.5, if the Executive promptly and diligently, after receipt of written notice
from the Company, discontinues his failure to perform and rectifies any injury
which resulted from his failure to perform. Any repetition of any such
deliberate act or any further willful failure to perform, shall be Cause without
any further opportunity to cure.
5.7. Beginning on the day after the cessation for any reason (including
voluntary or involuntary resignation) of the Executive's employment with the
Company, except in the case of termination of the Executive's employment for
Cause or death, and continuing until the earlier of (i) one year after such
cessation or (ii) the date, if ever, on which the Executive begins full time
employment with another employer, the Company shall provide to the Executive, at
no cost to the Executive, for his personal use, office space at a location in
the Company's headquarters (other than in an executive suite of the Company's
offices) and reasonable secretarial assistance and office support.
6 SEVERANCE COMPENSATION.
6.1. Termination by Death. If the Executive's employment is terminated by
death, the Executive's estate shall be entitled to receive the following:
(i) within ninety (90) days after the date of death, severance
compensation in a lump sum payment equal to the aggregate amount of his Base
Salary then in effect for eighteen (18) months together with the greater of (i)
the amount of the reorganization bonus paid to the Executive pursuant to Section
8.15 hereof (the "Reorganization Bonus") or (ii) all discretionary bonuses
earned by the Executive during the Term, pursuant to Section 3.2 hereof
(collectively, the "Discretionary Bonuses");
(ii) within ninety (90) days after the date of his death, all rights and
benefits accrued or earned by the Executive as of the date of his death under
Sections 3.6 and 3.7 and, for the year in which death occurs, the expense
allowance provided for in Section 3.9 and any unpaid Base Salary earned by the
Executive through the date of his death; and
(iii) all benefits, if any, provided by any insurance policies in
accordance with their terms.
6.1.1. Upon the Executive's death, any unvested rights to exercise options
to purchase option shares pursuant to an option agreement entered into by the
Company and the Executive (the "Option Agreement") shall immediately vest and
may be exercised by the Executive's personal representative for a period of one
(1) year thereafter or such longer period permitted by the Company's stock
option plan(s).
6.2. Termination for Cause. If the Executive's employment is terminated by
the Company for Cause, the Company nor any of its subsidiaries or affiliates
shall have any further obligations to the Executive under this Agreement except
for the following:
(i) the Executive's right to that portion of any unpaid Base Salary and
bonus and other compensation or benefits accrued or earned under Sections 3.6,
3.7 and 3.9 of this Agreement through the date of such termination;
(ii) the Executive's rights and benefits under the Company's or CM
Management's pension, profit sharing, retirement and other benefit plans; and
(iii) the Executive's rights and benefits, if any, provided by any
insurance policies in accordance with their terms, including the right, if he
has not already done so, to acquire or designate ownership and control of such
policies.
6.2.1. Any unvested rights to exercise options to purchase option shares
(except for rights which would have vested within thirty (30) days of such
termination for Cause) shall terminate immediately, and all rights to exercise
options to purchase option shares that are vested or which will vest within
thirty (30) days of such termination for Cause must be exercised within one
hundred eighty (180) days following such termination of employment or all such
rights shall terminate.
6.3. Termination without Cause or for Permanent Disability. If the Executive's
employment is terminated by the Company without Cause or for Permanent
Disability, the Executive shall be entitled to the following:
(i) severance compensation equal to his Base Salary then in effect for
eighteen (18) months from the date of such termination, payable at such times as
his Base Salary would have been paid if his employment had not been terminated;
(ii) within ninety (90) days after the date of such termination, all
rights and benefits accrued or earned by the Executive under Sections 3.6 and
3.7 as of the date of such termination, the greater of (i) the Reorganization
Bonus or (ii) all Discretionary Bonuses, and, for the year in which such
termination occurs, the expense allowance provided for in Section 3.9 and any
unpaid Base Salary earned by the Executive through the date of such termination;
and
(iii) the Executive's rights and benefits, if any, provided by any
insurance policies in accordance with their terms for eighteen (18) months from
the date of such termination, including the right, if he has not already done
so, to acquire or designate ownership and control of such policies.
6.3.1. If the Executive's employment is terminated without cause or by
reason of his Permanent Disability, the Executive's rights to exercise options
to purchase option shares in accordance with the vesting schedule set forth in
the Option Agreement shall not be affected by such termination and such options
may be exercised for a period of one (1) year thereafter or such longer period
permitted by the Company's stock option plan(s).
6.4. Involuntary Resignation. If the Executive resigns from all offices
and directorships of the Company and all its subsidiaries and affiliates for any
of the reasons set forth in Sections 6.4.1 through 6.4.6, such resignation shall
be deemed an "Involuntary Resignation," and the Executive shall be entitled to
receive the same severance compensation as is, and all other rights and
benefits, provided for in Sections 5.7 and 6.3 except that, if the Involuntary
Resignation occurs as a result of or following a "change in control" (as defined
in Section 6.4.5 below), any cash or in kind payments shall be paid to the
Executive in a lump sum as soon as administratively practicable (but in no event
later than 30 days) following the change in control. The Executive's rights to
exercise options to purchase option shares in accordance with the vesting
schedule set forth in the Option Agreement shall not be affected by an
Involuntary Resignation.
6.4.1. The Company materially changes the Executive's duties as set forth
in Section 1.2 without his consent. The Executive shall be deemed to have
consented to any written proposal calling for a material change in his duties as
set forth in Section 1.2, unless he shall give written notice of his objection
thereto to the Company within thirty (30) days after receipt of such written
proposal.
6.4.2. The Executive's place of employment or the principal executive
offices of the Company are located more than fifteen (15) road miles from ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
6.4.3. There occurs a material breach by the Company of any of its
obligations under this Agreement, which breach has not been cured in all
material respects within thirty (30) days after the Executive gives written
notice thereof to the Company, which notice sets forth in reasonable detail the
nature and circumstances of such breach.
6.4.4. The Company or any subsidiary or affiliate of the Company violates a
federal or state criminal law involving moral turpitude, and the Executive was
unaware of such unlawful activity at the time of its occurrence.
6.4.5. There occurs a "change in control." The term "change in control" shall
mean the first to occur of the following events:
A. Any person or group of commonly controlled persons (excluding the
Executive and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) obtains ownership or control, directly or
indirectly, of twenty-five percent (25%) or more of the voting control of, or
beneficial ownership of (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934), the voting capital stock of the Company; or
B. The Company's stockholders approve (i) an agreement to merge or
consolidate with another corporation or other entity resulting (whether
separately or in connection with a series of related transactions) in a change
in ownership of twenty percent (20%) or more of the voting control of, or
beneficial ownership of (as defined in Rule 13d-3 of the Securities Exchange Act
of 1934), the voting capital stock of the Company, or (ii) an agreement to sell
or otherwise dispose of all or substantially all of the Company's assets
(including, without limitation, a plan of liquidation or dissolution) , or (iii)
otherwise approve of a fundamental alteration in the nature of the Company's
business; or
C. Individuals who, as of the date hereof, constitute the Company's
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to the date hereof whose election, or nomination for election, by the
shareholders of the Company was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than any individual whose
initial assumption of office is the result of an actual or threatened 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 Company) shall be considered
as though such persons were a member of the Incumbent Board; or
D. Without limitation of the foregoing, the Company no longer owns,
directly or indirectly, a majority of the voting stock of CM Management, unless
(i) the Company or (ii) a subsidiary, the majority of the voting stock of which
is owned, directly or indirectly, by the Company, assumes the obligations that
the Company has agreed to cause CM Management to fulfill.
6.4.6. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇ employment by the Company is terminated (i)
for Cause, and the Executive advises the Company's Board in writing that he
disagrees that there was Cause or (ii) by reason of the Involuntary Resignation
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
6.5. Voluntary Resignation or Failure to Extend the Term. If the Executive
voluntarily resigns his employment, or is an employee of the Company at the
second anniversary of the commencement of the Term and the Executive and the
Company have not reached mutual agreement with respect to the Executive's
continued employment by the Company, the Executive's employment shall be
terminated and the Executive shall be entitled to receive the following:
(i) within ninety (90) days after the date of such termination, all
rights and benefits accrued or earned by the Executive under Sections 3.6 and
3.7 as of the date of such termination, and, for the year in which such
termination occurs, the expense allowance provided for in Section 3.9 and any
unpaid Base Salary and bonus earned by the Executive through the date of such
termination; and
(ii) the Executive's rights and benefits, if any, provided by any
insurance policies in accordance with their terms for eighteen (18) months after
such date, including the right, if he has not already done so, to acquire or
designate ownership and control of such policies. In the case of failure to
extend the term only, the Executive also shall receive severance compensation
equal to his Base Salary then in effect for eighteen (18) months after such
date, payable at such times as his Base Salary would have been paid if the Term
had not expired together with a payment within ninety (90) days after any
failure to extend the term, equal to the greater of (i) the Reorganization Bonus
or (ii) all Discretionary Bonuses.
6.5.1. Any unvested rights to exercise options to purchase option shares
(except for rights which would have vested within thirty (30) days of such
termination) shall terminate and all rights to exercise options to purchase
option shares that are vested or which will vest within thirty (30) days of such
termination must be exercised one hundred eighty (180) days after such voluntary
resignation or such rights shall terminate.
6.5.2. The rights to exercise options to purchase option shares in
accordance with the vesting schedule set forth in the Option Agreement shall not
be affected by termination of employment for failure to extend the Term of the
Executive's employment.
6.6 Certain Additional Payments of the Company. Anything in this Agreement
to the contrary notwithstanding, in the event it shall be determined that any
payment or distribution by the Company, CM Management or any of their
subsidiaries to or for the benefit of the Executive, whether paid or payable,
pursuant to the terms of this Agreement or otherwise (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code or similar section
or any interest or penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax") , then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including any Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.
6.7 Legal Expenses. If, with respect to any alleged failure by the
Company, CM Management or any of their subsidiaries to comply with any of the
terms of this Agreement, the Executive hires legal counsel with respect to this
Agreement or institutes any negotiations or institutes or responds to legal
action to assert or defend the validity of, enforce his rights under, or recover
damages for breach of this Agreement and thereafter the Company, CM Management
or any of their subsidiaries is found in a judgment no longer subject to review
or appeal to have breached this Agreement in any material respect, then the
Company shall indemnify the Executive for his actual expenses for attorneys'
fees and disbursements, together with such additional payments, if any, as may
be necessary so that the net after-tax payments to the Executive equal such fees
and disbursements.
7 [INTENTIONALLY OMITTED]
8 MISCELLANEOUS.
8.1. [INTENTIONALLY OMITTED]
8.2. No Restrictions. The Executive represents and warrants that he is not a
party to any agreement, contract or understanding, whether employment or
otherwise, which would interfere with the performance of his duties hereunder.
8.3. Severability. The provisions of this Agreement are severable, and if
any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions and any partially
unenforceable provision to the extent enforceable nevertheless shall be binding
and enforceable.
8.4. Successors and Assigns; Benefits. The rights and obligations of the
Company, and its subsidiaries and affiliates under this Agreement shall inure to
the benefit of, and shall be binding on, the Company and its subsidiaries and
affiliates, and their respective successors and assigns, and the rights and
obligations (other than obligations to perform services) of the Executive under
this Agreement shall inure to the benefit of, and shall be binding upon, the
Executive and his heirs, personal representatives and assigns. The benefits of
the Executive's obligations to perform services shall run equally to the
Company's subsidiaries and affiliates as though they are parties to this
Agreement.
8.5. Dispute Resolution. Any controversy (excluding a disagreement covered
by Section 4.2 (Permanent Disability)) or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
▇▇▇▇▇▇▇▇▇▇ County, Maryland in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbitrator or arbitrators may be entered in any court having jurisdiction
thereof. The arbitrator or arbitrators shall be deemed to possess the powers to
issue mandatory orders and restraining orders in connection with such
arbitration. The expenses of the arbitration shall be borne equally by the
parties to the arbitration, provided that each party shall pay for and bear the
costs of its own experts and counsel's fees.
8.6. Notices. All notices and other communications required or permitted
under this Agreement shall be in writing, and shall be deemed properly given if
delivered personally, mailed by registered or certified mail in the United
States mail, postage prepaid, return receipt requested, sent by facsimile, or
sent by Express Mail, Federal Express or other nationally recognized express
delivery service, as follows:
If mailed to the Company or the Board:
CRIIMI MAE Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
Fax Number: ▇▇▇-▇▇▇-▇▇▇▇
If to the Executive:
H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: ▇▇▇-▇▇▇-▇▇▇▇
Notice given by hand, certified or registered mail, or by Express Mail, Federal
Express or other such express delivery service shall be effective upon actual
receipt. Notice given by facsimile transmission shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All notices by facsimile
transmission shall be confirmed promptly after transmission in writing by
certified mail or personal delivery. Any party may change any address to which
notice is to be given to it by giving notice as provided above of such change of
address.
8.7. No Waiver. The failure of either party to enforce any provision of
this Agreement shall not in any way be construed as a waiver of any such
provision as to any future violations thereof, nor prevent that party thereafter
from enforcing each and every other provision of this Agreement. The rights
granted the parties herein are cumulative and the waiver of any single remedy
shall not constitute a waiver of such party's right to assert all other legal
remedies available to it under the circumstances.
8.8. Prior Agreements. This Agreement supersedes all prior agreements and
understandings between the parties and may not be modified or terminated orally.
No modification or attempted waiver shall be valid unless in writing and signed
by the party against whom the same is sought to be enforced.
8.9. Governing Law. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Maryland, without reference to
provisions that refer a matter to the law of any other jurisdiction. Each party
hereto hereby irrevocably submits itself to the non-exclusive personal
jurisdiction of the federal and state courts sitting in Maryland; accordingly,
subject to the provisions for arbitration provided in Section 8.5, any
justifiable matters involving the Company and the Executive with respect to this
Agreement may be adjudicated only in a federal or state court sitting in
Maryland.
8.10. Tax Withholding. All payments required to be made by the Company
hereunder to the Executive shall be subject to the withholding of such amounts
relating to taxes and other government assessments as the Company may reasonably
determine it should withhold pursuant to any applicable law, rule or regulation.
8.11. Captions. Captions and section headings used herein are for convenience
and are not a part of this Agreement and shall not be used in construing it.
8.12. Singular, Plural and Gender. Where necessary or appropriate to the
meaning hereof, the singular and plural shall be deemed to include each other,
and the masculine, feminine and neuter shall be deemed to include each other.
8.13. Indemnification. The Executive shall have the full benefit of all
indemnifications authorized by the Company's articles of incorporation and
bylaws applicable to officers and directors.
8.14. [INTENTIONALLY OMITTED]
8.15. Reorganization Bonus. In connection with the successful completion of
the Chapter 11 reorganization of the Company, the Company shall pay or cause CM
Management to pay a bonus to the Executive equal to $350,000 on or before
July 2, 2001.
[The next page is the signature page]
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement, intending to be bound legally.
CRIIMI MAE Inc.
a Maryland corporation
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Company's
Compensation and
Stock Option Committee
/s/H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
