FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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This First Amendment to Employment Agreement is made as of
January l, 2001 but executed as of May __, 2001 by and between Acadia Realty
Trust, a Maryland real estate investment trust with offices at ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Trust") and ▇▇▇▇ ▇▇▇▇▇▇▇ (the
"Executive").
WHEREAS, the Trust and Executive have heretofore entered into
that certain Employment Agreement dated as of October 28, 1998 pursuant to which
the Executive is employed as Chairman and Chief Executive Officer of the Trust
(the "Employment Agreement");
WHEREAS, Executive has resigned from the position of Chief
Executive Officer, effective January 1, 2001 (the "Resignation") although he
remains as Chairman of the Trust;
WHEREAS, in connection with the Resignation, the Trust and the
Executive desire to implement certain amendments to the Employment Agreement as
hereinafter set forth;
NOW, THEREFORE, it is hereby agreed that the Employment
Agreement be, and hereby is, amended as follows:
1. Paragraph 3(a) of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:
"3. Services/Place of Employment.
(a) Services. From January 1, 2001 and thereafter during the
Employment Period, Executive shall hold the position of Chairman of the Trust
and shall serve as a member of the Board. Executive shall devote his best
efforts and such business time, skill and attention to the business of the Trust
(other than absences due to vacation, illness, disability or approved leave of
absence) as in the reasonable business judgment of Executive is necessary to
perform such duties as are customarily performed by similar executive officers
and as may be more specifically enumerated from time to time by the Board or
Executive Committee of the Board; provided, however, that the foregoing is not
intended to (x) preclude Executive from (i) owning and managing personal
investments, including real estate investments, subject to the restrictions set
forth in Paragraph 13 hereof or (ii) engaging in charitable activities and
community affairs, or (y) restrict or otherwise limit Executive from conducting
real estate development, acquisition or management activities with respect to
those properties described in Schedule A, attached hereto (the "Excluded
Properties"), provided that the performance of the activities referred to in the
preceding clauses (x) and (y) does not, in the reasonable business judgment of
Executive, prevent Executive from devoting sufficient business time to the Trust
to carry out Executive's duties as Chairman."
2. Paragraph 4(a) of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:
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"4. Compensation and Benefits.
(a) Salary. From January 1, 2001 and thereafter during the
Employment Period, the Trust shall pay Executive a minimum annual base salary in
the amount of $175,000 (the "Annual Base Salary") payable in accordance with the
Trust's regular payroll practices. Executive's Annual Base Salary shall be
reviewed annually in accordance with the policy of the Trust from time to time
and may be subject to upward adjustment based upon, among other things,
Executive's performance, as determined in the sole discretion of the
Compensation Committee of the Board (the "Compensation Committee"). In no event
shall Executive's Annual Base Salary in effect at a particular time be reduced
without his prior written consent."
3. Subparagraphs 7 (ii) and (iv) of the Employment Agreement
is hereby deleted in its entirety and replaced with the following:
"7. Compensation Upon Termination of Employment Upon Death
or Disability.
* * *
(ii) an amount equal to $301,350 (the "Severance Salary");
plus
* * *
(iv) a further amount equal to $243,500 (the "Severance
Bonus"; plus"....
4. Except as amended by this First Amendment to Employment
Agreement, the Employment Agreement shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, Executive has hereunto set his hand and,
pursuant to the authorization of its Board of Trustees, the Company has caused
this First Amendment to Employment Agreement to be executed in its name on its
behalf, all as of the day and year first above written.
EXECUTIVE
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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ACADIA REALTY TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President
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