Exhibit 10.2
STATE OF NORTH CAROLINA )
) SEVERANCE AGREEMENT
COUNTY OF WAKE )
This Agreement is made this 18th day of May, 2000, by and between
KONOVER PROPERTY TRUST, INC., a Maryland corporation (the "Company"), and
XXXXXXX X. XXXXXXX ("Xx. Xxxxxxx").
W I T N E S S E T H:
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WHEREAS, the Company (then known as "FAC Realty, Inc.") and Xx. Xxxxxxx
entered into that certain Employment Agreement dated as of September 8, 1997
(the "Employment Agreement"); and
WHEREAS, the Employment Agreement provides for the employment of Xx.
Xxxxxxx by the Company through June 30, 2001, and Xx. Xxxxxxx and the Company
have agreed that Xx. Xxxxxxx will retire and the parties will terminate their
employment relationship prior to that date in an amicable and definitive manner;
and
WHEREAS, the terms of this Severance Agreement have been approved by
the Board of Directors and Executive Compensation Committee of the Company;
NOW, THEREFORE, for good and valuable consideration as prescribed
herein, the Company and Xx. Xxxxxxx agree to termination of their employment
relationship in accordance with the terms set forth hereafter:
1. Termination of Employment. The employment relationship between the
parties will terminate as of June 2, 2000 (the "Effective Date").
2. Compensation Continuation. The Company will continue to pay Xx.
Xxxxxxx his current base salary through the Effective Date, at intervals in
accordance with the Company's current pay practices. All amounts paid to Xx.
Xxxxxxx will be subject to withholding of federal and state income and
employment taxes, in accordance with United States and North Carolina laws.
Unless otherwise determined by the Company, Xx. Xxxxxxx will be entitled to no
cash compensation from the Company in addition to the sums provided in this
section and in Section 6.
3. Stock Options. The options as to: 30,000 shares of the 50,000 shares
of the Company's common stock granted to Xx. Xxxxxxx pursuant to that
Non-qualified Stock Option Agreement dated October 1, 1998 will be, and are
fully vested as of the Effective Date, and the options may be exercised in full
or in part thereafter by Xx. Xxxxxxx or his estate at any time in accordance
with their terms on or before May 30, 2001. The options as to the remaining
20,000 non-vested shares shall expire on the Effective Date. The convertible
options as to: the 200,000 shares of the Company's common stock granted to Xx.
Xxxxxxx pursuant to that Non-qualified Stock Option Agreement dated November 11,
1998 are not vested and shall expire on the Effective Date.
4. Restricted Stock. The 94,600 shares of restricted stock granted to
Xx. Xxxxxxx [held in the form of repurchase rights pursuant to the November 11,
1997 Individual Exchange Agreement ("Exchange Agreement")] between the Company
and Xx. Xxxxxxx shall be fully vested on the Effective Date. Should Xx. Xxxxxxx
elect to obtain the stock, he agrees to exercise his repurchase rights in
compliance with the Exchange Agreement.
5. 401(K). The Company confirms that under the retirement provision of
the Company's 401(K) plan, if Xx. Xxxxxxx leaves all of the funds currently in
his account in place until age 59 1/2, the
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employer match portion of such account shall, on that date, be fully vested as
to Xx. Xxxxxxx. If Xx. Xxxxxxx removes funds from his account prior to age 59
1/2, the employer match portion of such account shall be 20% vested.
6. Sale of Interest in Sunset Investment, Inc. Xx. Xxxxxxx agrees to
sell his entire interest in Sunset Investment, Inc. for $10,000. The sale shall
be completed on or before the Effective Date.
7. Arbitration. If there is a dispute under this Agreement between Xx.
Xxxxxxx and the Company with respect to the subject matter and terms of this
Agreement (including the applicability of this section), either party may submit
that dispute to binding arbitration in Raleigh, North Carolina, under the rules
of the American Arbitration Association then in effect for Raleigh, North
Carolina, and pursuant to Chapter 1, Article 45A of the General Statutes of
North Carolina which applies to this provision. The decision of the
arbitrator(s) will be binding on all parties to the arbitration, and their
heirs, successors, and assigns.
8. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the matters dealt with herein, and no
agreements, representations, or statements of any party not contained herein
shall be binding on that party. The Employment Agreement will terminate as of
the Effective Date.
9. Controlling Law. This Agreement is governed by and to be construed
in accordance with the laws of the State of North Carolina, as they are applied
to contracts made and to be wholly performed in this state, regardless of choice
of law principles to the contrary.
IN WITNESS WHEREOF, the Company and Xx. Xxxxxxx have executed this
Agreement under seal on the day and year first written above.
(SEAL)
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Xxxxxxx X. Xxxxxxx
XXXXXXX PROPERTY TRUST, INC.
By:
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X. Xxxxxxx Xxxxxx, President & CEO
(CORPORATE SEAL)
ATTEST:
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Secretary
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