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EXHIBIT 10.29
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
PAN PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation (the
"Company") and XXXXX X. XXXXXX ("Executive") have entered into that certain
Employment Agreement (the "Agreement") effective as of August 13, 1997. In order
to amend the Agreement in certain respects, the Company and Executive hereby
agree as follows effective as of __________________, 1998.
I.
Section 5.2(a) of the Agreement is hereby amended in its entirety
to read as follows:
(a) Amount. In the event the Company terminates
Executive's services hereunder pursuant to Section 5.1, Executive
shall continue to render services to the Company pursuant to this
Agreement until the date of termination and shall continue to
receive compensation, as provided hereunder, through the
termination date. In addition to other compensation payable to
Executive for services rendered through the termination date, the
Company shall pay Executive no later than the date of such
termination, as a single severance payment, an amount equal to
Executive's highest monthly Base Compensation paid hereunder
during the preceding twelve month period, multiplied by eight
(the "Multiplier"); provided, however, that for each full year of
service with the Company, the Multiplier shall be increased by
one, subject to an overall cap of 18 (the "Severance Amount").
For example, provided that Executive has rendered continuous
service hereunder from the Effective Date of the Agreement
through August 13, 1999, the Executive's Severance Amount, if
determined as of that date, shall be the Executive's highest
monthly Base Compensation paid hereunder for the twelve month
period preceding August 13, 1999, multiplied by 10.
II.
Section 5.4 of the Agreement is hereby amended in its entirety to
read as follows:
5.4 By Executive For Good Reason. Executive may terminate
this Agreement for good reason upon at least 10 days' prior
written notice to the Company. For purposes of this Agreement,
"good reason" shall mean:
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(a) the Company's material breach of any of its respective
obligations hereunder and either such breach is incurable
or, if curable, has not been cured within 15 business days
following receipt of written notice by the Company from
Executive to the Company of such breach by the Company;
(b) any material decrease in Executive's authority or
responsibilities as Executive Vice President and Chief
Financial Officer of the Company without Executive's prior
consent;
(c) any material decrease in the overall compensation and
benefits payable to Executive by the Company (including,
without limitation, Base Compensation, bonus compensation
and any other compensation or benefits payable to
Executive under this Agreement) without Executive's prior
consent; or
(d) following a change in control (as defined in Section
5.6, below) of the Company, the relocation of Executive's
principal place of employment to a location more than 50
miles from Vista, California without Executive's prior
consent.
In the event that Executive terminates this Agreement for good
reason pursuant to this Section 5.4, Executive shall have the
right to receive Executive's compensation as provided hereunder
through the effective date of termination and shall also have the
same rights and remedies against the Company as Executive would
have had if the Company had terminated Executive's employment
without cause pursuant to Section 5.1 (including the right to
receive the Severance Amount payable and the Severance Benefits
to be provided under Section 5.2).
III.
Section 5.6 of the Agreement is hereby amended in its entirety to
read as follows:
5.6 Change of Control. Executive may terminate this
Agreement, upon at least 10 days' prior written notice to the
Company at any time within one year after a "change in control"
(as hereinafter defined) of the Company. In the event Executive
terminates this Agreement for good reason within one year after a
change in control pursuant to this Section 5.6, (i) Executive
shall continue to render services pursuant hereto and shall
continue to receive compensation, as provided hereunder, through
the termination date, (ii) the Company shall pay Executive no
later than the date of such termination, as a single severance
payment, an amount equal to the Severance Amount and (iii)
following such
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termination, the Company shall provide the Severance Benefits as
required by Section 5.2(b). Upon Executive's termination of this
Agreement without good reason pursuant to this Section 5.6, (i)
Executive shall have the right to receive Executive's
compensation as provided hereunder through the effective date of
termination, and (ii) the Company on the one hand, and Executive,
on the other hand, shall not have any further right or remedy
against one another except as provided in Sections 6, 7 and 8
hereof which shall remain in full force and effect. For purposes
of this Agreement, a "change in control" shall mean the
occurrence of any of the following events:
(a) the individuals constituting the Board as of
the date of the initial public offering of common stock of
the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, that if the election, or nomination for election
by the Company's stockholders, of any new director was
approved by a vote of at least a majority of the Incumbent
Board, such new director shall be considered a member of
the Incumbent Board;
(b) provided that the number of shares of common
stock of the Company directly held by PPD and its
subsidiaries (other than the Company and the Company's
subsidiaries) represents 50% or less of the total
outstanding shares of common stock of the Company, an
acquisition of any voting securities of the Company (the
"Voting Securities") by any "person" (as the term "person"
is used for purposes of Section 13(d) or Section 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934
Act")) immediately after which such person has "beneficial
ownership" (within the meaning of Rule 13d-3 promulgated
under the 0000 Xxx) of 20% or more of the combined voting
power of the Company's then outstanding Voting Securities;
or
(c) approval by the stockholders of the Company of:
(i) a merger, consolidation, share exchange
or reorganization of the Company, unless the
stockholders of the Company, immediately before
such merger, consolidation, share exchange or
reorganization, own, directly or indirectly
immediately following such merger, consolidation,
share exchange or reorganization, at least 80% of
the combined voting power of the outstanding voting
securities of the corporation that is the successor
in such merger, consolidation, share exchange or
reorganization (the "Surviving Company") in
substantially the
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same proportion as their ownership of the Voting
Securities immediately before such merger,
consolidation, share exchange or reorganization; or
(ii) a complete liquidation or dissolution
of the Company; or
(iii) an agreement for the sale or other
disposition of all or substantially all of the
assets of the Company.
Executed at Vista, California this ___ day of _________ 1998.
THE COMPANY
PAN PACIFIC RETAIL PROPERTIES, INC.
a Maryland Corporation
By:
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Xxxxxx X. Xxxx
Chief Executive Officer and President
EXECUTIVE
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Xxxxx X. Xxxxxx
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