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General Counsel Employment Agreement

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Exhibit 10.69


EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT is dated as of March 22, 2002 between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust ("Company"), and Bruce Goldman ("Executive").


BACKGROUND


Executive is currently the Senior Vice President and General Counsel of Company. Company desires to continue to employ Executive, and Executive desires to remain in the employ of Company, on the terms and conditions contained in this Agreement. Executive has been and will continue to be substantially involved with Company's operations and management and has and will continue to have trade secrets and other confidential information relating to Company and its customers; accordingly, the noncompetition agreement and other restrictive covenants contained in Section 5 of this Agreement constitute essential elements hereof.


NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows:


1. CAPACITY AND DUTIES


1.1 Employment; Acceptance of Employment. Company hereby employs Executive and Executive hereby agrees to continue employment by Company for the period and upon the terms and conditions hereinafter set forth.


1.2 Capacity and Duties.


(a) Executive shall serve as Senior Vice President and General Counsel of Company and, subject to the supervision and control of the Chief Executive Officer shall have the duties and authority generally consistent with such offices. Executive shall perform such other duties and shall have such authority as may from time to time be specified by the Chief Executive Officer and as shall be consistent with the status and authority of his current offices. In carrying out his duties hereunder, Executive should not be expected to take any action which would violate the Pennsylvania Rules of Professional Conduct or similar applicable rules in any other jurisdiction.


(b) Except as permitted by subsection (c) below, Executive (i) shall devote his full working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will comply with Company's published rules and policies in effect from time to time, and (ii) shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company and its Affiliates without the prior written consent of Company, which consent may be granted or withheld in the sole discretion of Company. "Affiliate" as used in this Agreement means any person or entity controlling, controlled by, or under common control with, Company. "Control," as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms "controlling" and "controlled" shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate.


(c) Notwithstanding the provisions of Section 1.2(b) hereof, and subject to Section 5.2 hereof, Executive shall be permitted to serve on the board of directors or similar body of other organizations, including philanthropic organizations and organizations in which the Executive has made an investment, provided that Executive's activities with respect to the foregoing do not, individually or in the aggregate, interfere with, detract from, or affect the performance of his duties for Company under this Agreement.


2. TERM OF EMPLOYMENT


2.1 Term. The initial term of Executive's employment hereunder shall begin on the date hereof and last until December 31, 2003, unless sooner terminated in accordance with the other provisions hereof. Except as hereinafter provided, on December 31, 2003 and on each subsequent anniversary thereof, the Term (as hereinafter defined) shall be automatically extended for one year unless either party shall have given to the other party notice of non-renewal of this Agreement at least 120 days prior to the expiration of the Term. The initial term of employment hereunder and each Term as extended is a "Term." If a non-renewal notice is given as provided above, Executive's employment under this Agreement shall terminate on the last day of the Term.


3. COMPENSATION


3.1 Base Compensation. As compensation for Executive's services, Company shall pay to Executive a salary at the annual rate of $185,000, payable in periodic installments in accordance with Company's regular payroll practices in effect from time to time. Executive's salary may be increased from time to time pursuant to action taken or authorized by the Executive Compensation and Human Resources Committee (the "Committee") of the Board of Trustees of Company. Once increased, Executive's annual salary cannot be decreased without the written consent of Executive. Executive's annual salary, as determined in accordance with this Section 3.1, is hereinafter referred to as the "Base Salary." No less than 15 days prior to the end of any fiscal year during the Term, Company shall provide Executive with written notice of his Base Salary, bonus plan eligibility and equity incentive awards, if any, for the following fiscal year. Such notice shall provide sufficient information regarding Executive's bonus plan eligibility so that Executive's maximum potential bonus is readily ascertainable. Failure to provide such notice on a timely basis (such failure, a "Compensation Notice Delinquency") shall not be deemed a breach by Company; however, if the Compensation Notice Delinquency occurs during or after the final year of the initial Term, Executive shall then be permitted to exercise his termination right under Section 4.7 hereof.


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3.2 Bonuses. Executive is eligible for and shall participate in Company's bonus plans listed on Schedule 3.2 hereto and shall participate in the other bonus plans of Company in place from time to time for the executive officers of Company to the extent determined by the Committee. For fiscal year 2002, Executive shall be eligible for a bonus under Company's Incentive Bonus Opportunity Plan in an amount up to $74,000.


3.3 Equity Incentive Plan. Executive is eligible for and shall participate in Company's 1999 Equity Incentive Plan, as amended, or any other long term incentive plan in place from time to time for executive officers of Company to the extent determined by the Committee. During the first quarter of 2002, Executive shall be awarded a restricted stock grant from said plan in the amount of 2,500 shares.


3.4 Employee Benefits. In addition to the compensation provided for in Sections 3.1, 3.2 and 3.3, Executive shall be entitled, during the Term, to participate in such of Company's employee benefit plans and benefit programs, including medical benefit programs, as may from time to time be provided by Company for its executive officers. Company shall use its commercially reasonable efforts to provide Executive with health insurance through a preferred provider, traditional indemnity or equivalent plan.


3.5 Vacation. During the Term, Executive shall be entitled to a paid vacation of 20 days during each calendar year or such additional number of days as is provided in the Employee Handbook published from time to time by Company (the "Company Employee Handbook"). Executive's right to carry forward unused vacation days for a calendar year to any future calendar year shall be governed by Company's Employee Handbook as in effect from time to time.


3.6 Expense Reimbursement. Company shall reimburse Executive for all reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers and such other supporting information therefor as Company may reasonably require.


4. TERMINATION OF EMPLOYMENT


4.1 Death of Executive. If Executive dies during the Term, Company shall thereafter be obligated to continue to pay the Base Salary to Executive's estate for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of the death of Executive, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of Executive's death. If, for the year in which Executive dies, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive's estate an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon Executive's death (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding nonqualified stock option ("NQSO") granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the death of Executive or the period following the death of Executive that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each incentive stock option ("ISO")


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granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive's spouse and dependents (if any) shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive medical benefits insurance coverage at Company's expense if and to the extent Company was paying for such benefits for Executive's spouse and dependents at the time of Executive's death. Executive's spouse and dependents shall be entitled to such rights as they may have to continue coverage at their sole expense as are then accorded under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended ("COBRA"), for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.


4.2 Disability of Executive. If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 days during any period of 150 consecutive days, Company shall have the right to terminate Executive's employment upon 30 days' prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to continue to pay Executive's Base Salary for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with the Company's regular payroll practices and, within 30 days of such notice, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. The amount of payments to Executive under disability insurance policies paid for by the Company shall be credited against and shall reduce the Base Salary otherwise payable by the Company following termination of employment. If, for the year in which Executive's employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash bonus plan in which Executive participates, Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (b) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in


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this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (c) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (d) the vesting of all restricted shares granted to Executive shall be governed by the terms of the plan or other document pursuant to which they were issued, and (e) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at the Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.


4.3 Termination for Cause. Executive's employment hereunder shall terminate immediately upon notice that Company is terminating Executive for Cause, in which event Company shall not thereafter be obligated to make any further payments hereunder other than amounts (including salary, bonus, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination and which shall be paid within 30 days of such termination. Upon termination of Executive's employment pursuant to this Section, (a) each outstanding NQSO granted to Executive before, on or after the date hereof that is vested and currently exercisable as of the date Executive's employment is terminated pursuant to this Section shall remain exercisable until the earlier of (i) the later of 30 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option, (b) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement, (c) all vested restricted shares granted to Executive shall be delivered to Executive free and clear of any restrictions, other than pursuant to applicable securities laws, and (d) Executive and his spouse and dependents shall have such rights (if any) to continue medical benefits coverage at his or their sole expense following termination for Cause as are then accorded under COBRA for the COBRA coverage period. "Cause" shall mean the following:


(a) fraud in connection with Executive's employment or theft, misappropriation or embezzlement of funds of Company or its Affiliates or a willful violation of the provisions of the Code of Business Conduct of the Company wi
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