Exhibit 10.31
AMENDMENT TO CHANGE IN CONTROL
AGREEMENT
with Andrew P.
Blocher
THIS AMENDMENT TO CHANGE IN
CONTROL AGREEMENT (this
“Amendment”), effective as of January 1, 2009, by
and between FEDERAL REALTY INVESTMENT TRUST , a Maryland
real estate investment trust (“Employer”), and
ANDREW P. BLOCHER (“Employee”), amends that
certain Change in Control Agreement dated as of February 12,
2007, by and between Employer and Employee (the “Change in
Control Agreement”).
A.
Employer, acting through its Board
of Trustees, and Employee have determined that it is in the best
interest of Employer and Employee to modify the Change in Control
Agreement to reflect the requirements of the final regulations
under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”).
NOW THEREFORE,
in consideration of the mutual
covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Change
in Control Agreement as follows:
1.
Section 1(a)(v) of the Change
in Control Agreement is hereby amended as follows:
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(a)
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by deleting the
words “Employee’s employment with employer is
terminated” in the first sentence thereof and replacing it
with the following: “Employee incurs a Separation of Service
(as defined herein)”;
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(b)
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by deleting the
word “termination:”in the first sentence thereof and
replacing it with the following: “Separation of
Service:”;
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(c)
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by deleting the
words “date of such termination of Employee’s
employment” at the end thereof and replacing it with the
following: “Employee’s Termination Date (as defined
herein)”.
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2.
Section 1(b) of the Change in
Control Agreement is hereby amended by deleting the words
“Employee’s employment with Employer is
terminated” in the introductory paragraph and replacing it
with the following: “Employee incurs a Separation of
Service”.
3.
Section 1(b)(i)(B) is hereby
deleted in its entirety and the following is substituted
therefore:
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(B)
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by Employee for
“Good Reason” within six (6) months following the
occurrence of one or more of the following events which has
continued uncured for a period of not less than thirty (30)
days following written notice given by Employee to the Employer
within ninety (90) days after such event occurs, unless in any
case Employee specifically agrees in writing that such event shall
not be Good Reason:”.
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4.
Section 1(b)(ii) of the Change
in Control Agreement is hereby amended as follows:
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(a)
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by deleting the
words “employment shall be terminated” in the third
full sentence thereof beginning “For purposes of this
Agreement” and replacing it with the following:
“Separation from Service shall occur”;
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(b)
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by deleting the
words “termination of employment” in the last sentence
thereof and replacing it with the following: “Separation from
Service; and
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(c)
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by deleting
“(“Termination Date”)” at the end
thereof.
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5.
Section 1(c) of the Change in
Control Agreement is hereby amended as follows:
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(a)
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by re-titling
the section “Payment of Benefits upon Separation from
Service”; and
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(b)
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by deleting the
words “Employee’s employment with Employer is
terminated” in the introductory paragraph and replacing it
with the following: “Employee incurs a Separation from
Service.”
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6.
Section 1(c)(i) of the Change
in Control Agreement is hereby amended as follows:
(a)
by inserting at the
end of the first sentence thereof the following: “which
amount shall be paid as soon as possible and in any event within
two and one-half (2 1 / 2 ) months following the end
of the year in which the Termination Date occurs”;
and
(b)
by inserting at the end of the
fourth full sentence thereof beginning “Payment also will be
made” the following language: “, with payment to be
made within sixty (60) day
