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Exhibit 10.3.e.i
EMPLOYMENT AGREEMENT
AGREEMENT made as of this 1
st day of August,
2003, by and among Cedar Shopping Centers, Inc., a Maryland
corporation (the "Corporation"), Cedar Shopping Centers
Partnership, L.P., a Delaware limited partnership (the
"Partnership"), and Nancy Mozzachio (the "Executive").
1.
Position and Responsibilities .
1.1 The
Executive shall serve in an executive capacity as Director of
Retail Leasing of both the Corporation and the Partnership with
duties consistent therewith and shall perform such other functions
and undertake such other responsibilities as are customarily
associated with such capacity. The Executive shall also hold such
directorships and officerships in the Corporation, the Partnership
and any of their subsidiaries to which, from time to time, the
Executive may be elected or appointed during the term of this
Agreement.
1.2 The
Executive shall devote Executive’s full business time and
skill to the business and affairs of the Corporation and the
Partnership and to the promotion of their interests.
2.
Term of Employment .
2.1 The
term of employment shall be two years, commencing with the date
hereof, unless sooner terminated as provided in this Agreement.
2.2 Notwithstanding
the provisions of Section 2.1 hereof, each of the Corporation
and the Partnership shall have the right, on written notice to the
Executive, to terminate the Executive’s employment for Cause
(as defined in Section 2.3), such termination to be effective
as of the date on which notice is given or as of such later date
otherwise specified in the notice and, upon such termination of
employment for Cause, Executive shall not be entitled to receive
any additional compensation hereunder. The Executive shall have the
right, on written notice to the Corporation and the Partnership, to
terminate the Executive’s employment for Good Reason (as
defined in Section 2.4), such termination to be effective as of the
date on which notice is given or as of such later date otherwise
specified in the notice; provided, however, the Executive’s
right to terminate Executive’s employment shall lapse
60 days after the occurrence of any of the events specified in
clauses (iii) or (iv) of the definition of Good
Reason.
2.3 For
purposes of this Agreement, the term "Cause" shall mean any of the
following actions by the Executive: (a) failure to comply with
any of the material terms of this Agreement, which shall not be
cured within 10 days after written notice, or if the same is
not of a nature that it can be completely cured within such
10 day period, if Executive shall have failed to commence to
cure the same within such 10 day period and shall have failed
to pursue the cure of the same diligently thereafter;
(b) engagement in gross misconduct injurious to the business
or reputation of the Corporation or the Partnership;
(c) knowing and willful neglect or refusal to attend to the
material duties assigned to the Executive by the Board of Directors
of the Corporation, which shall not be cured within 10 days
after written notice; (d) intentional misappropriation of
property of the Corporation or the Partnership to the
Executive’s own use; (e) the commission by the Executive
of an act of fraud or embezzlement; (f) Executive’s
conviction for a felony; (g) Executive’s engaging in any
activity which is prohibited pursuant to Section 5 of this
Agreement, which shall not be cured within 10 days after
written notice.
2.4 For
purposes of this Agreement, the term "Good Reason" shall mean any
of the following: (i) a material breach of this Agreement by
the Corporation or the Partnership which shall not be cured within
10 days after written notice; (ii) a material reduction
in the Executive’s duties or responsibilities; (iii) the
relocation of the Executive’s office or the
Corporation’s or Partnership’s executive offices to a
location more than 30 miles from New York City; or (iv) a
"Change in Control", as defined below. As used herein, a "Change in
Control" shall be deemed to occur if: (i) there shall be
consummated (x) any consolidation or merger of the Corporation
or the Partnership in which the Corporation or the Partnership is
not the continuing or surviving corporation or pursuant to which
the stock of the Corporation or the units of the Partnership would
be converted into cash, securities or other property, other than a
merger or consolidation of the Corporation or Partnership in which
the holders of the Corporation’s stock immediately prior to
the merger or consolidation hold more than fifty percent (50%) of
the stock or other forms of equity of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange
or other transfer (in one transaction or series of related
transactions) of all, or substantially all, the assets of the
Corporation or the Partnership; (ii) the Board approves any
plan or proposal for liquidation or dissolution of the Corporation
or the Partnership; or (iii) any person, other than Cedar Bay
Company or an affiliated entity, acquires more than 29% of the
issued and outstanding common stock of the Corporation.
3.
Compensation .
3.1 The
Partnership shall pay to the Executive for the services to be
rendered by the Executive hereunder to the Corporation and the
Partnership a base salary at the rate of $135,000 per annum. The
base salary shall be payable in accordance with the
Corporation’s or Partnership’s normal payroll
practices, but not less frequently than twice a month. Such base
salary will be reviewed at least annually and may be increased (but
not decreased) by the Board of Directors of the Corporation in its
sole discretion. In addition to such amounts, Executive shall be
entitled to such amounts as shall exceed Executive’s base
salary, determined as of the end of the 6 th and 12 th month of Executive’s
employment commencing as of the first day of the month following
the commencement date of Executive’s employment pursuant to
the matrix attached hereto as Exhibit A, which amounts shall
be payable within thirty (30) days after such determination
dates provided, however, that such payments under the matrix shall
be limited to $180,000 as a matter of right to the Executive and
thereafter shall be discretionary by the Corporation or
Partnership, but in consultation with the Executive. The Board of
Directors of the Corporation in its sole discretion may grant to
the Executive an additional bonus to be paid by the Corporation or
Partnership, at any time and from time to time.
3.2 The
Executive shall be entitled to participate in, and receive benefits
from, on the basis comparable to other senior executives, any
insurance, medical, disability, or other employee benefit plan of
the Corporation, the Partnership or any of their subsidiaries which
may be in effect at any time during the course of Executive’s
employment by the Corporation and the Partnership and which shall
be generally available to senior executives of the Corporation, the
Partnership or any of their subsidiaries.
3.3 The
Partnership agrees to reimburse the Executive for all reasonable
and necessary business expenses incurred by the Executive on behalf
of the Corporation or the Partnership in the course of
Executive’s duties hereunder upon the presentation by the
2
Executive of appropriate vouchers therefor, including continuing
education, professional licenses and organizations and conferences
approved by the CEO.
3.4 The
Executive shall be entitled each year of this Agreement to a paid
vacation in accordance with the Corporation’s or
Partnership’s policies but not less than 4 weeks plus
personal and floating holidays (and a ratable number of sick days),
which if not taken during such year will be forfeited (unless
management requests a postponement).
3.5 In
recognition of Executive’s need for an automobile for
business purposes, the Corporation or the Partnership will
reimburse the Executive for Executive’s use of an automobile,
including lease payments, if any, and all related costs, including
maintenance, gasoline and insurance; provided, however, that such
amount shall not exceed $500.00 a month. Insurance, maintenance and
gas for business use is additional.
3.6 If,
during the period of employment hereunder, because of illness or
other incapacity, the Executive shall fail for a period of 90
consecutive days, or for shorter periods aggregating more than six
months during the term of this Agreement, to render the services
contemplated hereunder, then the Corporation or the Partnership, at
either of their options, may terminate the term of employment
hereunder by notice from the Corporation or the Partnership, as the
case may be, to the Executive, effective on the giving of such
notice. During any period of disability of Executive during the
term hereof, the Corporation shall continue to pay to Executive the
salary and bonus to which the Executive is entitled pursuant to
Section 3.1 hereof.
3.7 In
the event of the death of the Executive during the term hereof, the
employment hereunder shall terminate on the date of death of the
Executive.
3.8 Each
of the Corporation and the Partnership shall have the right to
obtain for their respective benefits an appropriate life insurance
policy on the life of the Executive, naming the Corporation or the
Partnership as the beneficiary. If requested by the Corporation or
the Partnership, the Executive agrees to cooperate with the
Corporation or the Partnership, as the case may be, in obtaining
such policy.
4.
Severance Compensation Upon Termination of Employment .
4.1 If
the Executive’s employment with the Corporation or the
Partnership shall be terminated (a) by the Corporation or
Partnership other than for Cause or pursuant to Sections 3.6
or 3.7, or (b) by the Executive for Good Reason, then the
Corporation and the Partnership shall:
(i) pay
to the Executive as severance pay, within five days after
termination, a lump sum payment equal to 50% of the sum of the
Executive’s annual salary at the rate applicable on the date
of termination and the average of the Executive’s annual
bonus for the preceding two full fiscal years if such termination
takes place during the first 12 months of the
Executive’s employment; 100% if during the second
12 months of employment, and 150% thereafter; provided,
however, that if the severance payment under this Section 4.1,
either alone or together with other payments which the Executive
has the right to receive from the Corporation would not be
deductible (in whole or in part) by the Corporation as
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