Exhibit 10.25
EMPLOYMENT
AGREEMENT
AGREEMENT (“Agreement”),
dated as of July 30 , 2007 (“Effective
Date”) by and among Centro Watt Management Joint Venture 2
LP, (“CWMJV”), Centro Properties Group, an entity
listed on the Australian Securities Exchange (“Centro”)
(collectively referred to as “Company”) and Leonard
Brumberg (“Executive”).
RECITAL
CWMJV desires to employ Executive as
of the Effective Date, on the terms and conditions set forth in
this Agreement, and Executive desires to be so employed.
AGREEMENT
IN CONSIDERATION of the premises and
the mutual covenants set forth below, the parties hereby agree as
follows:
1.
Employment
. CWMJV hereby agrees to employ
Executive and Executive hereby agrees to accept such employment, on
the terms and conditions hereinafter set forth.
2.
Prior Agreements
. The Parties hereby agree that this
Agreement terminates and supersedes the Employment Agreement
between Executive and New Plan Realty Trust, Inc. dated as of
September 14, 2000 (“Prior Employment Agreement”)
and that any provisions of the Prior Employment Agreement that
specifically survive closing are hereby waived and deemed to be
null and void and no force or effect. Accordingly, as of the
Effective Date, neither the Company (or Centro NP LLC, the
corporate successor to New Plan Excel Realty Trust, Inc.) nor
the Executive shall have any rights or obligations pursuant to the
Prior Employment Agreement; provided, however, that prior service
with New Plan Realty Trust, Inc will be recognized for all relevant
purposes including, without limitation, Sections 6(e) and
(f) of this Agreement.
3.
Term . Executive’s employment by CWMJV
hereunder shall commence on the Effective Date and shall continue
for one (1) year (“Original Term”). The term of
employment hereunder shall thereafter be automatically extended for
an unlimited number of additional one-year periods (each, an
“Additional Term”, and together with the Original Term
and any Additional Terms, the “Term”) unless, at
least 180 days prior to the expiration of the Term, either the
Executive or the Company gives written notice to the other that it
is electing not to so extend the Term. Notwithstanding the
foregoing, the Term may be earlier terminated in strict accordance
with the provisions of Section 7 hereof, but subject to the
provisions of Sectin 9 hereof. At the time Executive ceases to be a
full-time employee of CWMJV, the Executive agrees that he shall
resign from any office he holds with Company and its subsidiaries
and any entity in control of, controlled by or under common control
with the Company or in which the Company owns any common or
preferred stock or any ownership interest or any entity in control
of, controlled by or under common control with such entity
(“Affiliate”).
4.
Position and
Duties
Executive Vice President —
Portfolio Management .
During the Term, the Executive shall serve as the Executive Vice
President - Portfolio Management of all United States operations of
Centro and its Affiliates (“Centro US”); shall have all
authorities, duties and responsibilities customarily exercised by
an individual serving as the Executive Vice President - Portfolio
Management of an entity of the size and nature of Centro US; shall
have such other duties, authorities and responsibilities as the
Centro US Chief Investment Officer may from time to time reasonably
designate, consistent with the foregoing; and shall report directly
to the Centro US Chief Investment Officer. Executive will comply
with the Company’s policies including, but not limited to,
the Code of Conduct and the Employee Trading in Securities Policy.
During the Term, the Executive shall devote substantially all of
his business time and efforts to the business and affairs of Centro
US (unless otherwise directed by the Centro US Chief Investment
Officer); however, nothing shall preclude the Executive from the
following: (i) serving on the boards of a reasonable number of
non-competing business entities, trade associations and charitable
organizations, (ii) engaging in charitable activities and
community affairs, (iii) accepting and fulfilling a reasonable
number of speaking engagements, and (iv) managing his personal
financial and legal affairs provided that such activities do not
either individually or in the aggregate interfere with the proper
performance of his duties and responsibilities hereunder and are
not likely to be contrary to the Company’s interests. The
Executive has disclosed to the Company a list of boards of which he
is currently a member, and the Company has consented to his
continued membership on such boards. The Executive shall give prior
written notice before joining any new business board on or after
the Effective Date.
5.
Place of Performance
. The principal place of employment
of Executive shall be at the Company’s US corporate offices
in New York, New York.
6.
Compensation and Related
Matters .
(a)
Salary
. During the Term, CWMJV shall pay Executive an
annual base salary of not less than US$338,600 (“Base
Salary”). Executive’s Base Salary shall be paid in
approximately equal installments in accordance with CWMJV’s
customary payroll practices. If Executive’s Base Salary is
increased, such increased Base Salary shall then constitute the
Base Salary for all purposes of this Agreement.
(b)
Short Term
Incentive-Bonus . Executive shall be eligible for an annual short
term incentive-bonus (“STI”) based on the achievement
of certain financial goals. For the financial year ending
June 30, 2008, fifty percent of the STI will be based on
achievement of Centro Distributions per Security target and maximum
goals (as defined by the Centro Board) and fifty percent of the STI
will be based on achievement of Centro US Funds from Operations
target and maximum goals (as defined by the Centro CEO and the
Centro US CEO). The target and maximum goals for the financial year
ending June 30, 2008 shall be established prior to
July 31, 2007. If a target goal is achieved, Executive shall
receive a STI of 25% of Base Salary for that STI measure. If a
maximum goal is achieved, Executive shall receive a STI of 37.5% of
Base Salary for that STI measure. If performance for a measure
between target goal and maximum goal is achieved, Executive shall
receive a pro rata STI between 25% and 37.5% of Base Salary for
that measure. Any payment of a prorated STI, if target for a
measure is not
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achieved, shall be subject to the discretion of
the Centro Board. For the financial year ending June 30, 2007,
Executive shall be eligible for a guaranteed STI payment (the
“Stub STI Payment”) between US$45,000 and US$65,000,
the amount of such guaranteed STI within such range to be at the
discretion of the Centro Board payable within 5 days following the
execution of this agreement. For financial years commencing after
June 30, 2008, the Centro Board may change the basis upon
which STI may be calculated, but if the target is achieved the
Executive shall continue to receive an STI payout of a total of 50%
of Base Salary and if the maximum goal is achieved the payout shall
be a total of 75% of Base Salary (the “STI Range”). If
Executive’s employment is terminated for any reason prior to
the end of a financial year, he shall not be entitled to a prorated
STI unless otherwise specifically agreed by the Centro Board.
Notwithstanding anything contained herein to the contrary, a change
in the basis upon which STI may be calculated after June 30,
2008 (but not a reduction to the STI Range) shall not constitute a
breach or violation of this Agreement by the Company or constitute
Good Reason for Executive to terminate his employment. With the
exception of the STI for the financial year ending June 30,
2007, all STI amounts will be paid at the first appropriate
opportunity after June 30 of that financial year, but not
later than July 31 of that same calendar year.
(c)
Long Term Incentive
Compensation Executive
shall from time to time be invited to participate in the Centro
Employee Security Plan, the Centro Executive Option Plan or other
stock or option related plans that may be developed in the future.
The Centro Board shall periodically review the nature and extent of
such plans in line with comparable market practice.
(d)
Expenses
. CWMJV shall promptly reimburse Executive for all
reasonable business expenses upon the presentation of reasonably
itemized statements of such expenses in accordance with
CWMJV’s policies and procedures now in force or as such
policies and procedures may be modified with respect to all senior
executive officers of CWMJV.
(e)
Vacation
. Executive shall be entitled to the number of
weeks of vacation per year provided to the CWMJV’s senior
executive officers, but in no event less than four (4) weeks
annually.
(f)
Welfare, Pension and Incentive
Benefit Plans . During the Term, the Executive shall be entitled
to participate in all employee benefit plans, programs and
arrangements made available to other CWMJV senior executives
generally, including, without limitation, pension, income deferral,
savings, 401 (k), and other retirement plans or programs, medical,
dental, vision, prescription drug, hospitalization, short-term and
long-term disability and life insurance plans and programs,
accidental death and dismemberment protection, travel accident
insurance, and any other employee benefit plan, program or
arrangement that may from time to time be made available to other
CWMJV senior executives generally, including any plans, programs or
arrangements that supplement the above-listed types of plans,
programs or arrangements, whether funded or unfunded, subject to
the terms of the applicable plan documents and generally applicable
CWMJV policies, in each case on terms and conditions that are no
less favorable to him than those applying to other CWMJV senior
executives generally. To the extent that post-retirement welfare
and other benefits then exist, the Executive shall be entitled to
post-retirement welfare and other benefits on terms and conditions
that are no less favorable to him than those applying to other
CWMJV senior executives generally. Nothing in this
Section 6(f) shall be construed to require CWMJV to
establish or maintain any particular
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employee or post-retirement benefit plan,
program or arrangement except as expressly set forth elsewhere in
this Agreement. CWMJV may, to the extent consistent with the
foregoing, alter, modify, supplement or delete its employee and
post-retirement benefit plans at any time as it sees fit without
recourse by the Executive, subject to the terms of this
Section 6(f).
(g)
No Hedging
. During the Term, Executive will not in any way
attempt to limit the financial risk with respect to stock options
or restricted stock which are not vested by means of any hedging
(including without limitation, selling short) or other
techniques.
7.
Termination
. Notwithstanding the foregoing,
Executive’s employment hereunder may be terminated during the
Term under the following circumstances:
(a)
Death
. Executive’s employment hereunder shall
terminate upon his death.
(b)
Disability
. If, as a result of Executive’s incapacity due
to physical or mental illness, Executive shall have been
substantially unable to perform his duties hereunder for an entire
period of one hundred twenty (120) consecutive days, and within
thirty (30) days after written Notice of Termination (as defined in
Section 8(a)) is given after such one hundred twenty (120) day
consecutive period, Executive shall not have returned to the
substantial performance of his duties on a full-time basis, CWMJV
shall have the right to terminate Executive’s employment
hereunder for “Disability”, and such termination in and
of itself shall not be, nor shall it be deemed to be, a breach of
this Agreement, but shall be subject to the terms of
Section 9(c).
(c)
Cause
. CWMJV shall have the right to terminate
Executive’s employment for Cause, and such termination in and
of itself shall not be, nor shall it be deemed to be, a breach of
this Agreement; provided that no termination of the
Executive’s employment hereunder for Cause shall be effective
as a termination for Cause unless the provisions of this
Section shall first have been complied with. The Executive
shall be given written notice by the Centro Chief Executive Officer
of the intention to terminate him for Cause (the “Notice of
Intention”). The Notice of Intention shall state in
reasonable detail the particular circumstances that constitute the
grounds on which the proposed termination for Cause is based. The
Executive shall have 10 days after receiving the Notice of
Intention in which to cure the purported grounds for termination
asserted therein. Termination for Cause shall be effective
immediately upon the Centro Chief Executive Officer’s
issuance to Executive of a written Termination for Cause Notice in
the event that Executive fails to cure the purported grounds for
termination within such 10 day period. Any allegation that Cause
existed, or that cure was not achieved, shall be subject to review,
at the Executive’s election, through arbitration in
accordance with Section 14 hereof.
For purposes of this Agreement, CWMJV shall have
“Cause” to terminate Executive’s employment upon
Executive’s:
(i)
conviction of, or plea of guilty or
nolo contendere to, a felony; or
(ii)
willful and continued failure to use
reasonable best efforts to substantially perform his duties
hereunder (other than such failure resulting from Executive’s
incapacity due to physical or mental illness or subsequent to
the
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issuance of a Notice of Termination
by Executive for Good Reason (as defined in Section 7(d))
after demand for substantial performance is delivered by CWMJV in
writing that specifically identifies the manner in which CWMJV
believes Executive has willfully and continually failed to use
reasonable best efforts to substantially perform his duties
hereunder; or
(iii)
willful misconduct that has a
materially adverse effect on the Company or to any
Affiliate.
For purposes of this
Section 7(c), no act, or failure to act, by Executive shall be
considered “willful” unless committed in bad faith and
without a reasonable belief that the act or omission was in the
best interests of the Company or any Affiliates thereof; provided,
however, that the willful requirement outlined in paragraphs
(ii) or (iii) above shall be deemed to have occurred if
the Executive’s action or non-action continues for more than
ten (10) days after Executive has received written notice of
the inappropriate action or non-action.
(d)
Good Reason
. Executive may terminate his employment for
“Good Reason” within thirty (30) days after Executive
has actual knowledge of the occurrence, without the written consent
of Executive, of one of the following events that has not been
cured within thirty (30) days after written notice thereof has been
given by Executive to the Company; provided, however, that any
allegation that Good Reason existed, or that cure was not achieved,
shall be subject to review, at CWMJV’s election, through
arbitration in accordance with Section 14 hereof:
(i)
the assignment to Executive of
duties materially and adversely inconsistent with Executive’s
status as Centro US Executive Vice President - Portfolio Management
or a material and adverse alteration in the nature of the
following: Executive’s duties and/or responsibilities,
reporting obligations, titles or authority as Executive Vice
President - Portfolio Management;
(ii)
a reduction in Executive’s
Base Salary or a failure to pay any such amounts when
due;
(iii)
a failure by the Company to pay the
Stub STI Payment due June 30, 2007 as described in
Section 6(b) within 5 days following the execution of
this agreement;
(iv)
a failure by the Company to pay
either the First Payment or the Second Payment pursuant to
Section 10 when due:
(v)
the relocation of Executive’s
own office location to a location that is more than fifty (50)
miles from New York, New York;
(vi)
any purported termination of
Executive’s employment for Cause which is not effected
pursuant to the procedures of Section 7(c) (and for
purposes of this Agreement, no such purported termination shall be
effective);
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(vii)
CWMJV’s failure to pay or
provide any material employee benefits due to be provided to
Executive under this Agreement including, but not limited to, a
failure to allow the Executive to participate in all employee
benefit plans, programs and arrangements contemplated under
Section 6(f);
(viii)
CWMJV’s failure to provide in
all material respects the indemnification set forth in
Section 13 of this Agreement, or to require any successor to
assume and agree to perform this Agreement as set forth in
Section 15 of this Agreement;
(ix)
a Change in Control (as defined
below);
(x)
a reduction in the STI Range as
provided for in Section 6(b); or
(xi)
the issuance of a notice by CWMJV to
Executive indicating that CWMJV has elected not to renew or extend
the Term for an Additional Period.
Executive’s right to terminate
his employment hereunder for Good Reason shall not be affected by
his incapacity due to physical or mental illness. Executive’s
continued employment during the thirty (30) day cure period
referred to above in this paragraph (d) shall not constitute
consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.
If Executive teiminates employment
hereunder for Good Reason and thereafter accepts reemployment by
CWMJV or any successor or Affiliate within six months of such
termination of employment, Executive’s termination of
employment shall retroactively not be considered a termination for
Good Reason and Executive shall have no entitlement to any payments
or benefits pursuant to Section 9(a). To the extent Executive
has already received payments or benefits pursuant to
Section 9(a), Executive shall repay to such payments or
benefits or make other equitable restitution, as the Centro Board
shall determine. It is the express intent of the parties that the
provisions of this paragraph survive termination of this
Agreement.
As provided in Section 2 of
this Agreement, any similar provision contained in the Prior
Employment Agreement is specifically waived and notwithstanding the
terms thereof shall not survive the termination of the Prior
Employment Agreement.
In furtherance of clause (xii)
above, the issuance of a notice by the Executive, indicating that
the Executive has elected not to renew or extend the Term for an
Additional Period shall not constitute Good Reason.
For purposes of this Agreement, a
“Change in Control” means the occurrence of one of the
following events:
(1)
any person or party not currently
affiliated with Centro gains control of fifty percent plus one
share of Centro’s issued Stapled Securities; however, that an
event described in this paragraph (1) shall not be deemed to
be a
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Change in Control if any of
following becomes such a beneficial owner: (A) the Company or
any majority-owned entity (provided, that this exclusion applies
solely to the ownership levels of the Company or the majority-owned
entity), (B) any tax-qualified, broad-based employee benefit
plan sponsored or maintained by the Company or any majority-owned
entity, (C) any underwriter temporarily holding securities
pursuant to an offering of such securities, or (D) Executive
or any group of persons including Executive (or any entity
controlled by Executive or any group of persons including
Executive);
(2)
Centro sells, transfers or otherwise
disposes of more than a fifty percent share of CWMJV or any Centro
Affiliate then employing Executive or more than 50% of the assets
of or aggregate interests in Centro US provided that the
acquisition of ownership or such assets by another entity within
Centro or affiliated with Centro or the assignment of
Executive
