1
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of October 1, 2000, by and among GLIMCHER
DEVELOPMENT CORPORATION, a Delaware Corporation, with offices at 00 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx, Xxxx, 00000, ("the Company") and XXXXX X. XXXXXXXX, an
individual residing at 0000 Xxxxxx, Xxxxxxxxx, XX 00000 (the "Executive").
WHEREAS, the Executive Compensation Committee of the Board of Trustees
of Glimcher Realty Trust ("Committee"), ratified and approved the employment by
Glimcher Development Corporation, an affiliate of Glimcher Realty Trust, of the
Executive pursuant to the terms and conditions of the Executed Engagement
Letter.
WHEREAS, the Company, upon approval of the employment of Executive by
the Committee, agreed to prepare a formal written Employment Agreement
containing provisions of the Engagement Letter.
IT IS AGREED:
A. JOB COMMENCEMENT:
October 1, 2000, or sooner at your discretion
B. TERM OF EMPLOYMENT AGREEMENT:
1. This Contract will be for three years and will automatically be extended
on a one-year basis upon the expiration of the initial three-year
period. Further, the contract will be automatically extended for one
year upon the expiration of each one-year term as extended after the
initial three-year period.
2. Subject to Termination Issues as set forth below
C. DUTIES:
1. Title: Senior Vice President of Development
2. Report to Xxxxxxx Xxxxxxxx
3. Responsibilities: You will be directly responsible for the redevelopment
of all existing properties and the development of future properties
within the parameters of pro formas that will be budgeted for on a
project-by-project basis. You will be responsible for directly
supervising the development department personnel and further training
and hiring additional personnel as needed. You will be directly
responsible for all hiring and terminations within the department,
subject to guidelines of the Executive Compensation Committee of
Glimcher Properties Corporation andsubject to approval by the Vice
President of Human Resources.
2
4. You will be responsible for being familiar with and abiding by all of
the policies contained in the Managers' Handbook, which will be provided
to you upon commencement of your employment and which may be modified
from time to time within the discretion of the Company.
D. TERMINATION ISSUES:
1. Death or Disability: This agreement will terminate upon your death
or total disability. In the event of termination all long-term
compensation will be vested and payable.
2. Termination with Cause: During the term of your employment, you can
only be terminated by the Company for cause. "Cause" means the willful
failure to perform your duties with the Company of your engagement in
conduct (including but in no way limited to fraud or theft) which has a
material adverse effect on the business affairs of the Company,
monetarily or otherwise. If the Company terminates your employment for
cause, you will not be entitled to severance benefits of any kind.
3. Termination without cause: If you are terminated without cause, the
Company shall pay your base salary and bonus for a period equal to the
remaining term of the contract or one year's salary, whichever is
greater, and will pay for the continuation of your health, life and
disability insurance for a two-year period beginning on the date your
employment is terminated. In the event of termination without cause all
long-term compensation will be vested and payable. Severance amounts
are not subject to mitigation.
4. Termination by Employee: If you voluntarily terminate your employment
for any reason, you shall not be entitled to severance benefits of
any kind.
5. Change of Control: In the event of a Change in Control of GRT as
provided for in the Severance Benefits Agreement referenced in Section
G below, any and all sums due to the Executive under this Contract
shall be credited against any and all sums due to the Executive under
the Severance Benefits Agreement.
E. COMPENSATION:
1. Salary: Base Salary of $250,000 annually.
2. Additional Compensation: Beginning on December 31, 2000 and
continuing at the end of every succeeding three-month period, the
Company will pay you additional compensation in the amount of $25,000
for overseeing the redevelopment of the Value MegaMall (VMM) properties
including the Great Mall of the Great Plains in Olathe, Kansas,
Supermall of the Great Northwest in Auburn, Washington, and Jersey
Gardens in Elizabeth, New Jersey. The compensation will be allocated
1/3 to each VMM property.
3
3. Bonus: Upon commencement of your employment, you and the Company will
mutually agree in writing upon a bonus system based on meeting specific
net operating income (NOI) and other occupancy goals for the VMM
properties, the creation of new development opportunities and creating
redevelopment opportunities in the existing Glimcher portfolio.
4. Equity Compensation: Your participation in stock options or stock grant
issues and the amounts of options or shares will be determined by the
Executive Compensation Committee in its sole discretion. Participation
will be consistent with the philosophy of allocation to other Senior
Executives.
5. Long Term Compensation: In consideration of the current long-term
bonus arrangements with your current employer, upon your providing the
Company with written verification of these arrangements, the Company
will pay you $171,876 at the expiration of the initial term of your
employment agreement with the Company or upon termination of your
employment without cause by the Company, whichever occurs first.
F. RETIREMENT PROGRAMS:
You will be eligible to participate in the Company's 401(k) plan in
accordance with the terms of the Company's plan applicable to employees.
You will receive a benefits packet upon commencement of your employment,
which will describe the Company's 401(k) plan in more detail.
X. XXXXXXXXX BENEFIT AGREEMENTS:
Subject to the approval of the Executive Compensation Committee and
Board of Trustees, you will be offered substantially the same written
severance benefit agreement as provided other senior executives which
provides a lump sum payment equal to three (3) times your total base
salary only in the event of a change in control of the Company, as the
term "change in control" is defined in the severance benefit agreement.
Severance benefits shall also include acceleration of vesting of options
and other benefits in the event of a change in control as contained in the
current Severance Benefit Agreements currently in effect with other senior
executives. There will be no severance benefit agreement between the Company
and you relating to a change in control other than that agreed to by you
and the Company in writing.
4
H. MISCELLANEOUS BENEFITS:
1. Documented business travel expenses will be reimbursed in accordance
with Company policy.
2. Temporary Housing/Relocation expenses will be paid as outlined below:
Up to 90 days of documented temporary housing expenses, not to
exceed $4,500 total
The documented cost of up to 10 trips between Columbus and Detroit
for you and/or your spouse, not to exceed 3 round trip flights
The documented commission on the sale of your existing residence in
Rochester, Michigan, not to exceed $18,000
3. The documented cost of moving your household goods to Columbus, not
exceed $7,500
4. Insurance: You will be eligible for medical, dental, life and
disability insurance coverage in accordance with the terms of the
Company's plans which apply to the Company's full time employees. You
will receive a benefits packet upon commencement of employment which
will describe the Company's 401(k) plan in more detail.
5. 3 weeks vacation
6. Holidays are per Company policy as outlined in the Managers Handbook.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written,
GLIMCHER DEVELOPMENT CORPORATION
A Delaware Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx October 19, 2000
--------------------------- --------------------
Xxxxxxx X. Xxxxxxxx Date
President
EXECUTIVE
/s/ Xxxxx X. XxXxxxxx October 19, 2000
------------------------------- -------------------
Xxxxx X. XxXxxxxx Date
