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EXHIBIT 10.118
Glimcher
Realty Trust and
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Glimcher Properties
Limited Partnership
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EMPLOYMENT AND CONSULTING
AGREEMENT
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with
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Herbert
Glimcher
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Amendment No. 1
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This Amendment No. 1 (the
"Amendment") to the Employment & Consulting
Agreement ("Agreement") is made as of this 25th day of July 2007 (the
"Effective
Date"), by and between GLIMCHER REALTY TRUST, a Maryland real estate
investment
trust with offices at 150 East Gay Street, Columbus, Ohio 43215 (the
"Trust"),
GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership with
offices at 150 East Gay Street, Columbus, Ohio 43215 (the
"Partnership";
together with the Trust, the "Company"), and HERBERT GLIMCHER, an
individual
residing at 10 North Drexel Avenue, Columbus, OH 43209 ( "Glimcher").
WHEREAS, Glimcher presently serves
as the Chairman of the Board of Trustees
and Senior Advisor to the Trust and as the Chairman of the Board of Directors
of
Glimcher Properties Corporation ("Corporation"), the general partner
of the
Partnership;
WHEREAS, Glimcher holds certain
unexercised non-qualified stock options
from the Trust's Amended and Restated 1997 Incentive Plan (the
"Options" and as
listed in Exhibit A hereto) that are scheduled to expire ninety (90) days
following the termination of Glimcher's employment under the Agreement;
WHEREAS, Glimcher and the Company
have agreed that upon Glimcher's request,
the Company will further extend the term of certain of the Options (the
"Extension");
WHEREAS, Glimcher and the Company
have agreed that the compensation that
Glimcher receives from the Trust pursuant to Section 8 of the Agreement shall
be
reduced by the eventual compensation expense recognized by the Trust as a
result
of the Extension (the "Payment Adjustment"); and
WHEREAS, Glimcher and the Company
desire to set forth the terms and
conditions of the Payment Adjustment and such other additional modifications to
the Agreement in this Amendment.
NOW, THEREFORE, in consideration of
the premises and of the mutual
covenants and conditions provided herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto hereby agree to amend the Agreement as follows:
1. Definition of Disability. Section
2(c) of the Agreement, is hereby
deleted in its entirety and amended to read as follows:
1
<PAGE>
(c) Disability. Disability shall
mean that Glimcher is, by reason of any
medically determinable physical or
mental impairment which can be expected
to result in death or can be
expected to last for a continuous period of
not less than twelve (12) months, 1)
unable to engage in any substantial
gainf






