EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this 6th day of May, 1998 by and among Prime Group Realty Trust, a Maryland
real estate investment trust ("PGRT"), Prime Group Realty, L.P., a Delaware
limited partnership and the operating partnership for PGRT ("Prime") (Prime and
PGRT are hereinafter sometimes collectively referred to as "Employer"), and
Xxxxx Xxxxxxxx, an individual residing at 0000 X. Xxxxxxxxxx Xxxxxx, Xxx. 0
Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Executive").
W I T N E S S E T H
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A. Employer is engaged primarily in the ownership, management,
leasing, marketing, acquisition, development and construction of office and
industrial real estate facilities throughout the United States.
B. Employer believes that it would benefit from the application
of Executive's particular and unique skill, experience, and background to the
management and operation of Employer.
C. Executive wishes to commit to serve Employer in the position
set forth herein on the terms herein provided.
D. he parties wish by this Agreement to set forth the terms
and conditions of the employment relationship between Employer and Executive.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein set forth, and for other good and valuable consideration,
Employer and Executive hereby agree as follows:
1. EMPLOYMENT AND DUTIES. During the Employment Term (as
defined in Section 2 hereof), Employer agrees to employ Executive, and Executive
agrees to be employed by Employer, as the Senior Vice President and Director of
Capital Markets of Employer on the terms and conditions provided in this
Agreement. Executive shall conduct, operate, manage and promote the business and
business concept of Employer. The Chief Executive Officer or the President of
Employer may from time to time further define and clarify Executive's duties and
services hereunder, provided that such duties and services are consonant with
Executive's position as Senior Vice President and Director of Capital Markets of
Employer. Executive agrees to devote Executive's best efforts and substantially
all of Executive's business time, attention, energy and skill to perform
Executive's duties as Senior Vice President and Director of Capital Markets of
Employer, subject to debt and equity financing origination activities to be
conducted by Executive on behalf of Prime Capital Holding, LLC with the consent
of Employer.
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2. TERM. The term of this Agreement shall commence on the first
day of Executive's employment with Employer as agreed to by Employer and
Executive and expire on the third anniversary of such date (the "Employment
Term").
3. COMPENSATION AND RELATED MATTERS. (a) Base Salary. As
compensation for performing the services required by this Agreement during the
Employment Term, Employer shall pay to Executive an annual salary of no less
than One Hundred Forty Thousand Dollars ($140,000) ("Base Compensation"),
payable in accordance with the general policies and procedures for payment of
salaries to its executive personnel maintained, from time to time, by Employer
(but no less frequently than monthly), subject to withholding for applicable
federal, state, and local taxes. Increases in Base Compensation, if any, shall
be determined by Employer , based on periodic reviews of Executive's performance
conducted on at least an annual basis..
(b) Bonus. In addition to Base Compensation, Employer, in
Employer's sole and absolute discretion, may, but in no event shall be obligated
to, authorize the payment of additional annual cash bonuses for each calendar
year of up to one hundred and fifty percent (150%) of Base Compensation (a
"Performance Bonus Distribution") to Executive based upon achievement of such
corporate and individual performance goals and objectives as may be established
or determined by Employer from time to time. For the first year of employment,
within sixty (60) days after the first anniversary of the date of this
Agreement, Executive will be paid a Performance Bonus Distribution of at least
eighty percent (80%) of Executive's Base Compensation (the "First Year
Performance Bonus Distribution"). Subsequent to the first year of employment,
any Performance Bonus Distributions shall be paid within sixty (60) days after
the conclusion of the applicable calendar year, provided that with respect to
any Performance Bonus Distribution for (i) the 1999 calendar year, Employer
shall be entitled to a credit equal to one-third of the First Year Performance
Distribution and (ii) the 2001 calendar, if this Agreement expires and is not
renewed by Employer and Executive, Executive shall be paid a pro-rata portion of
any bonus otherwise payable to Executive for or with respect to such calendar
year within sixty (60) days after the expiration of this Agreement.
(c) Benefits. During the Employment Term and subject to the
limitations and alternative rights set forth in this Section 3(c), Executive and
Executive's eligible dependents shall have the right to participate in the
medical and dental benefit plan established by Employer (which may include
contributions by Executive, but only to the extent such contributions are
required by other senior executive officers of Employer) and in any other
retirement, pension, insurance, health or other benefit plan or program that has
been or is hereafter adopted by Employer (or in which Employer participates), as
such plans and programs may be amended or modified from time to time by
Employer, according to the terms of such plan or program with all the benefits,
rights and privileges as are enjoyed by any other senior executive officers of
Employer. Employer expects to have in place a life insurance program in which
Executive will be entitled to participate with all benefits, rights and
privileges as are enjoyed by any other senior executive officers of Employer. If
the participation of Executive would adversely affect the qualification of a
plan intended to be qualified under Section 401(a) of the Internal Revenue Code
as the same may be amended from time to time (the "Code"), Employer shall have
the right to exclude Executive from that plan in return for Executive's
participation in (i) a nonqualified deferred compensation plan or (ii) an
arrangement providing Executive with substantially comparable benefits.
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(d) Expenses. Executive shall be reimbursed, subject to
Employer's receipt of invoices or similar records as Employer may reasonably
request in accordance with its policies and procedures, as such policies and
procedures generally applicable to other senior executive officers of Employer
may be amended or modified from time to time by Employer, for all reasonable and
necessary expenses incurred by Executive in the performance of Executive's
duties hereunder, including expenses for business entertainment and meals
(whether in or out of town) and gas for business travel, but excluding
automobile insurance.
(e) Vacations. During the Employment Term, Executive shall be
entitled to vacation in accordance with Employer's practices generally
applicable to other senior executive officers of Employer, as such practices may
be amended or modified from time to time by Employer, provided that Executive
shall be entitled to at least three (3) weeks paid vacation in each full
calendar year, which in the case of the 1998 calendar year shall be prorated
based on the number of days Executive is employed by Employer during such
calendar year. Executive may accrue unused vacation time if not used in any
calendar year or years, however, the maximum cumulative amount of vacation time
that Executive may accrue and carry over to the next year is two (2) weeks.
Executive shall be entitled to a payment for any vacation time which has accrued
but has not been used as of the date of the termination of Executive's
employment with Employer, unless Executive's employment is terminated pursuant
to Section 5(a)(ii) hereof.
4. SHARE OPTIONS AND GRANTS. PGRT has established a share
incentive plan (the "Share Incentive Plan"). The Share Incentive Plan initially
provides, among other things, for the issuance from time to time to certain
officers, directors and other employees of PGRT and Employer, including
Executive, of share options. Pursuant to the Share Incentive Plan, (i) on the
date hereof, PGRT shall grant to Executive 50,000 nonqualified stock options at
a purchase price per share equal to the Fair Market Value (as defined in the
Share Incentive Plan) of such share on the last trading date prior to the
commencement date of the Employment Term (the "Options"). Such Options shall
have the terms and conditions as are set forth in the Share Incentive Plan and
the Share Option Agreement to be entered into between PGRT and Executive. On the
date hereof, PGRT shall also grant to Executive without further consideration
12,500 shares of beneficial interests of PGRT, which shares shall be restricted
stock, will not be registered and will not be subject to any registration rights
obligating PGRT or Prime to register such shares, provided that if this
Agreement and Executive's employment is terminated pursuant to Section 5(a)(ii)
or 5(b) hereof within six (6) months after the commencement date of the
Employment Term, Executive shall return all of such shares to Employer.
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5. TERMINATION AND TERMINATION BENEFITS. (a) Termination by
Employer. (i) Without Cause. Employer may terminate this Agreement and
Executive's employment at any time for any reason or for no reason at all upon
written notice to Executive of such termination. In connection with the
termination of Executive's employment pursuant to this Section 5(a)(i),
Executive shall (A) be paid Executive's Base Compensation in accordance with
Section 3(a) hereof up to the effective date of such termination, (B) be paid a
pro rata portion of any bonus otherwise payable to Executive for or with respect
to the calendar year in which such termination occurs in accordance with Section
3(b) hereof up to the effective date of such termination and, to the extent not
previously paid, Executive shall be entitled to all bonuses payable to Executive
in accordance with Section 3(b) hereof for or with respect to any calendar years
prior to the calendar year in which such termination occurs, (C) be entitled to
the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the
effective date of such termination. For purposes of calculating Executive's pro
rata portion of any bonus pursuant to clause (B) in the previous sentence, if
the termination takes place prior to receipt by Executive of any Performance
Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the
number of days in the year) portion of which Executive shall be entitled to
receive, shall be deemed to be 50% of Executive's then current annual Base
Compensation. For purposes of this Agreement, the "effective date of
termination" shall mean the last day on which Executive is employed with
Employer which may be later than the date of the delivery of any applicable
notice of termination.
(ii) WITH CAUSE. Employer may terminate this Agreement with
cause immediately upon written notice to Executive. Employer may elect to
require Executive to continue to perform Executive's duties under this Agreement
for an additional thirty (30) days following notice of termination. In
connection with the termination of Executive's employment pursuant to this
Section 5(a)(ii), Executive shall (A) be paid Executive's Base Compensation in
accordance with Section 3(a) hereof up to the effective date of such
termination, and, to the extent not previously paid, Executive shall be entitled
to any bonuses payable to Executive in accordance with Section 3(b) hereof for
or with respect to any calendar years prior to the calendar year in which such
termination occurs and (B) be entitled to the benefits set forth in Sections
3(c), 3(d) and 3(e) hereof up to the effective date of such termination. For
purposes of this Section 5(a)(ii), "cause" shall mean (1) a finding by the Chief
Executive Officer of PGRT or the Board of Trustees of PGRT (the "Board") that
Executive has materially harmed Employer, its business, assets or employees
through (a) an act of dishonesty, material conflict of interest, gross
misconduct or willful malfeasance or (b) Executive's willful failure to perform
(which shall not include inability to perform due to disability), or gross
negligence in the performance of, in any material respects, Executive's material
duties under this Agreement, (2) Executive's conviction of (or pleading nolo
contendere to) a felony, involving acts of dishonesty, financial
untrustworthiness or adversely impacting Executive's ability to perform
Executive's duties hereunder, (3) the breach by Executive of any of Executive's
material obligations hereunder (other than those covered by clause (1)(b) above)
and the failure of Executive to cure such breach within thirty (30) days after
receipt by Executive of a written notice of Employer specifying in reasonable
detail the nature of the breach, or (4) Executive's governmental sanction
(including restrictions, prohibitions and limitations agreed to under a consent
decree or agreed order) under, or conviction for violation of, any federal or
state securities law, rule or regulation (provided that in the case of a
sanction, such sanction materially impedes or impairs the ability of Executive
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to perform Executive's duties and exercise Executive's responsibilities
hereunder in a satisfactory manner) or (5) Executive's willful breach of any
material policies or procedures of Employer.
(iii) DISABILITY. If due to illness, physical or mental
disability, or other incapacity, Executive shall fail during any four (4)
consecutive months to perform the duties required by this Agreement, Employer
may, upon thirty (30) days' written notice to Executive, either terminate this
Agreement or suspend Executive's right to any Base Compensation or Performance
Bonus Distributions, effective upon expiration of such thirty (30) day period,
without terminating this Agreement. In any such event, Executive shall (A) be
paid Executive's Base Compensation in accordance with Section 3(a) hereof up to
the effective date of such termination, (B) be paid a pro rata portion of any
bonus otherwise payable to Executive for or with respect to the calendar year in
which such termination occurs in accordance with Section 3(b) hereof up to the
first day of such four (4) month period and, to the extent not previously paid,
Executive shall be entitled to all bonuses payable to Executive in accordance
with Section 3(b) hereof for or with respect to any calendar years prior to the
calendar year in which such termination occurs and (C) be entitled to the
benefits set forth in Sections 3(c) (or the after-tax cash equivalent), 3(d) and
3(e) hereof up to the effective date of such termination. For purposes of
calculating Executive's pro rata portion of any bonus pursuant to clause (B) in
the previous sentence, if the termination takes place prior to receipt by
Executive of any Performance Bonus Distribution, the Performance Bonus
Distribution, a pro rata portion of which Executive shall be entitled to
receive, shall be deemed to be 50% of Executive's then current annual Base
Compensation. In the event Employer elects to suspend Executive's right to Base
Compensation and Performance Bonus Distributions, at such time as Executive is
able to resume the duties required under this Agreement, Executive shall be
entitled to receive Base Compensation and Performance Bonus Distributions from
the date Executive commences the performance of such duties following the
disability in accordance with the terms and provisions of this Agreement. This
Section 5(a)(iii) shall not limit the entitlement of Executive, Executive's
estate or beneficiaries to any disability or other benefits available to
Executive under any disability insurance or other benefits plan or policy which
is maintained by Employer for Executive's benefit. For purposes of this
Agreement, the "date of disability" shall mean the first day of the consecutive
period during which Executive fails to perform the duties required by this
Agreement due to illness, physical or mental disability or other incapacity.
(b) Termination by Executive Without Good Reason. Executive
may terminate this Agreement and Executive's employment at any time for any
reason or for no reason at all upon thirty (30) days' written notice to
Employer, during which period Executive shall continue to perform Executive's
duties under this Agreement if Employer so elects. In connection with the
termination of Executive's employment pursuant to this Section 5(b), Executive
shall (A) be paid Executive's Base Compensation in accordance with Section 3(a)
hereof up to the effective date of such termination, and, to the extent not
previously paid, Executive shall be entitled to all bonuses payable to Executive
in accordance with Section 3(b) hereof for or with respect to any calendar years
prior to the calendar year in which such termination occurs and (B) be entitled
to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the
effective date of such termination.
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(c) Death. Notwithstanding any other provision of this Agreement,
Executive's employment hereunder shall terminate on the date of Executive's
death. In such event, Executive shall (A) be paid Executive's Base Compensation
in accordance with Section 3(a) hereof up to the date of such death, (B) be paid
a pro rata portion of any bonus otherwise payable to Executive for or with
respect to the calendar year in which such death occurs in accordance with
Section 3(b) hereof up to the effective date of such death and, to the extent
not previously paid, Executive shall be entitled to all bonuses payable to
Executive in accordance with Section 3(b) hereof for or with respect to any
calendar years prior to the calendar year in which such death occurs and (C) be
entitled to the benefits set forth in Sections 3(c) (or the after-tax cash
equivalent), 3(d) and 3(e) hereof up to the date of such death. This Section
5(c) shall not limit the entitlement of Executive, Executive's estate or
beneficiaries under any insurance or other benefits plan or policy which is
maintained by Employer for Executive's benefit. For purposes of calculating
Executive's pro rata portion of any bonus pursuant to clause (B) in the previous
sentence, if the termination takes place prior to receipt by Executive of any
Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata
portion of which Executive shall be entitled to receive, shall be deemed to be
50% of Executive's then current annual Base Compensation.
(d) Termination Compensation. In the event of a termination
of this Agreement and Executive's employment pursuant to Section 5(a)(i) hereof,
Employer shall pay to Executive, within thirty (30) days of termination, an
amount in one lump sum ("Termination Compensation") equal to (i) if such
termination occurs during the first year of this Agreement, one hundred eighty
percent (180%) of Executive's then current annual Base Compensation, (ii) if
such termination occurs during the second year of this Agreement, fifty-five
percent (55%) of Executive's then current annual Base Compensation and (iii) if
such termination occurs during the third year of this Agreement, thirty percent
(30%) of Executive's then current annual Base Compensation. In the case of any
such termination, the payment of such Termination Compensation shall be in lieu
of and Executive shall not be entitled to receive any payment pursuant to
Section 5(a)(i)(B).
6. Covenants of Executive.
(a) No Conflicts. Executive represents and warrants that
Executive is not personally subject to any agreement, order or decree which
restricts Executive's acceptance of this Agreement and the performance of
Executive's duties with Employer hereunder.
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(b) Non-Competition. In return for the performance of the
management duties described in Section 1 hereof, during the Employment Term,
Executive shall not, directly or indirectly, in any capacity whatsoever, either
on Executive's own behalf or on behalf of any other person or entity with whom
Executive may be employed or associated, own any interest in, participate or
engage in the day-to-day supervision, management, development, marketing or
operation of any office or industrial real estate facilities or such other
business as Employer may be engaged in during the Employment Term (the
"Business") which is competitive with any of Employer's facilities. For purposes
hereof, a facility will be deemed competitive with one of Employer's facilities
if such facility is located within ten (10) miles of a facility owned, operated
or managed by Employer or within ten (10) miles of a facility which Employer is
developing or with respect to which Employer has signed a letter of intent or
term sheet or binding contract for the acquisition, development or management
thereof dated on or prior to the date of such termination. Furthermore, for a
period of one year after any applicable Section 5 termination event, Executive
shall not, directly or indirectly, solicit, attempt to hire or hire any employee
or client of Employer. Notwithstanding the foregoing, nothing herein shall
prohibit Executive from owning 5% or less of any securities of a competitor
engaged in the same Business if such securities are listed on a nationally
recognized securities exchange or traded over-the-counter on the National
Association of Securities Dealers Automated Quotation System or otherwise.
(c) Non-Disclosure. During the Employment Term and for a period
of two years after the expiration or termination of this Agreement for any
reason, Executive shall not disclose or use, except in the pursuit of the
Business for or on behalf of Employer, any Trade Secret (as hereinafter defined)
of Employer. For purposes of this Section 6(c), "Trade Secret" means any
proprietary commercial information which derives independent economic value,
actual or potential, with respect to Employer which Employer uses in its
Business from not being generally known to, and not being readily ascertainable
by proper means by, other persons who can obtain economic value from its
disclosure or use and is the subject of efforts to maintain its secrecy that are
reasonable under the circumstances. Said term, however, shall not include
general "know-how" information acquired by Executive prior to or during the
course of Executive's service which could have been obtained by him from public
sources without the expenditure of significant time, effort and expense which
does not relate to Employer.
(d) Business Opportunities. During the Employment Term, Executive
agrees to bring to Employer any and all business opportunities which come to
Executive's attention for the acquisition, development, management, leasing or
marketing of real estate for industrial or office use. In the event that
Employer elects not to participate or take advantage of any such business
opportunity, Executive shall be free to pursue such business opportunity,
provided that such business opportunity does not cause any tenant to relocate
from a facility owned and/or operated by Employer, PGRT or any of their
respective subsidiaries and participation by Executive in such business
opportunity would not violate Executive's non-competition obligations set forth
in Section 6(b) hereof.
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(e) Return of Documents. Upon termination of Executive's services
with Employer, Executive shall return all originals and copies of books,
records, documents, customer lists, sales materials, tapes, keys, credit cards
and other tangible property of Employer within Executive's possession or under
Executive's control.
(f) Equitable Relief. In the event of any breach by Executive of
any of the covenants contained in this Section 6, it is specifically understood
and agreed that Employer shall be entitled, in addition to any other remedy
which it may have, to equitable relief by way of injunction, an accounting or
otherwise and to notify any employer or prospective employer of Executive as to
the terms and conditions hereof.
(g) Acknowledgment. Executive acknowledges that Executive will be
directly and materially involved as a senior executive in all important policy
and operational decisions of Employer. Executive further acknowledges that the
scope of the foregoing restrictions has been specifically bargained between
Employer and Executive, each being fully informed of all relevant facts.
Accordingly, Executive acknowledges that the foregoing restrictions of Section 6
are fair and reasonable, are minimally necessary to protect Employer and its
other partners from the unfair competition of Executive who, as a result of
Executive's performance of services on behalf of Employer, will have had
unlimited access to the most confidential and important information of Employer,
its business and future plans. Executive furthermore acknowledges that no
unreasonable harm or injury will be suffered by him from enforcement of the
covenants contained herein and that Executive will be able to earn a reasonable
livelihood following termination of Executive's services notwithstanding
enforcement of the covenants contained herein.
7. PRIOR AGREEMENTS. This Agreement, together with the Stock
Incentive Plan, supersedes and is in lieu of any and all other employment
arrangements between Executive and Employer or its predecessor or any subsidiary
and any and all such other employment agreements and arrangements are hereby
terminated and deemed of no further force or effect.
8. ASSIGNMENT. Neither this Agreement nor any rights or duties of
Executive hereunder shall be assignable by Executive and any such purported
assignment by him shall be void. Employer may assign all or any of its rights
hereunder provided that substantially all of the assets of Employer are also
transferred to the same party.
9. SUCCESSOR TO EMPLOYER. Employer will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all the business and/or assets of Employer,
as the case may be, by agreement in form and substance reasonably satisfactory
to Executive, expressly, absolutely and unconditionally to assume and agree to
perform this Agreement in the same manner and to the same extent that Employer
would be required to perform it if no such succession or assignment had taken
place. Any failure of Employer to obtain such agreement prior to the
effectiveness of any such succession or assignment shall be a material breach of
this Agreement giving Executive the right to terminate this Agreement. This
Agreement shall inure to the benefit of and be enforceable by Executive's
personal and legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If Executive should die while any
amounts are still payable to Executive hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's devisee, legatee or other designee or, if there be no
such designee, to Executive's estate.
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10. NOTICES. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing and if personally delivered,
sent by courier or by certified mail, postage or delivery charges prepaid, to
the following addresses:
(a) if to Executive, to:
Xxxxx Xxxxxxxx
0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxx. 0 Xxxxx
Xxxxxxx, XX 00000
WITH A COPY TO:
Xxxx Marks & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx
(b) if to Employer, to:
Prime Group Realty Trust
Suite 3900
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Chief Executive Officer
WITH A COPY TO:
Prime Group Realty Trust
Suite 3900
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: General Counsel
and to:
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Any notice, claim, demand, request or other communication given as provided in
this Section 10, if delivered personally, shall be effective upon delivery; and
if given by courier, shall be effective one (1) business day after deposit with
the courier if next day delivery is guaranteed; and if given by certified mail,
shall be effective three (3) business days after deposit in the mail. Either
party may change the address at which it is to be given notice by giving written
notice to the other party as provided in this Section 10.
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11. AMENDMENT. This Agreement may not be changed, modified or
amended except in writing signed by both parties hereto.
12. WAIVER OF BREACH. The waiver by either party of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either party.
13. SEVERABILITY. Employer and Executive each expressly agree
and contract that it is not the intention of either party to violate any public
policy, statutory or common law, and that if any covenant, sentence, paragraph,
clause or combination of the same of this Agreement (a "Contractual Provision")
is in violation of the law of any state where applicable, such Contractual
Provision shall be void in the jurisdictions where it is unlawful, and the
remainder of such Contractual Provision, if any, and the remainder of this
Agreement shall remain binding on the parties such that such Contractual
Provision shall be binding only to the extent that such Contractual Provision is
lawful or may be lawfully performed under then applicable laws. In the event
that any part of any Contractual Provision of this Agreement is determined by a
court of competent jurisdiction to be overly broad thereby making the
Contractual Provision unenforceable, the parties hereto agree, and it is their
desire, that such court shall substitute a judicially enforceable limitation in
its place, and that the Contractual Provision, as so modified, shall be binding
upon the parties as if originally set forth herein.
14. INDEMNIFICATION BY EXECUTIVE. Executive shall indemnify
Employer for any and all damages, costs and expenses resulting from any material
harm to Employer, its business, assets or employees through an act of
dishonesty, material conflict of interest, gross misconduct or willful
malfeasance by Executive. Executive also shall indemnify Employer for any and
all damages, costs and expenses resulting from Executive's acts of omission
constituting willful or reckless disregard of Executive's duties to Employer
following notice thereof by Employer after it becomes aware of such conduct and
Executive's failure to so cure within thirty (30) days.
15. GOVERNING LAW. This Agreement shall be governed by, and
construed, interpreted and enforced in accordance with the laws of the State of
Illinois, exclusive of the conflict of laws provisions of the State of Illinois.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
EMPLOYER:
PRIME GROUP REALTY TRUST
By: \s\ Xxxxxxx X. Xxxxx
-------------------------------------
Title:Chief Executive Officer and President
-------------------------------------
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust,
its General Partner
By: \s\ Xxxxxxx X. Xxxxx
----------------------------
Title:Chief Executive Officer and
President
----------------------------
EXECUTIVE:
\s\ Xxxxx Xxxxxxxx
----------------------------------------------
Xxxxx Xxxxxxxx
DOCUMENT NUMBER: 317632.5
May 30, 1998
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