EXHIBIT 10.6
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AGREEMENT
(the “Agreement”) is
made and entered into this 31 st of March, 2005, by and between
G&L Realty Corp LLC, a Nevada limited liability company (the
“Company”) and Daniel M. Gottlieb
(“Executive”) with reference to the following
facts
1. Employment and Duties
.
(a) The Company hereby employs
Executive who will serve as an executive officer of the Company.
Executive acknowledges and agrees that the Company is a management
company and that, as a part of his duties, he may be requested to
serve as an executive officer of (i) the Company’s
parent company, G&L Realty Corp, a Maryland corporation
(“GLR”), (ii) one or more of GLR’s
subsidiaries or affiliates, (iii) G&L Senior Care
Properties, LLC, (“Senior Care LLC”), and/or any one or
more of Senior Care LLC’s subsidiaries or affiliates (the
entities referred to in clauses (i) through (iv) above
being referred to as the “Client Entities”), and
agrees, if so requested, to serve in such capacities.
(b) Executive shall devote a
reasonable amount of his working time and his best efforts to the
performance of his duties hereunder and to advance the interests of
the Company and such one or more of the Client Entities as the
Company may direct. Notwithstanding the above, Executive may spend
a reasonable amount of time with respect to charitable and civic
activities (including serving on the board of directors of
charitable organizations) and, subject to the limitations set forth
in Section 8 of this Agreement, may make personal investments
or conduct private business affairs if such activities do not
interfere with the services required of Executive under this
Agreement. It is specifically recognized that Executive is the
owner of membership units in Senior Care LLC, of limited
partnership interests in G&L Realty Partnership, LP and G&L
Senior Care Partnership, LP, and of shares in GLR, and that nothing
in this Agreement is intended to prevent or limit Executive from
serving on the management committee and/or board of directors of
any one or more such entities or from pursuing his own interests as
a member, partner and/or stockholder of such entities.
(c) Executive acknowledges and
agrees that he is an employee only of the Company and that he is
not an employee of any of the Client Entities to which he may
provide services as an employee of the Company, and that he will
look exclusively to the Company for the payment of any compensation
that may be owed to him with respect to any such
services.
2. Compensation .
(a) Annual Base
Compensation. The Company shall pay to Executive for any
and all services that Executive may render to the Company an annual
base compensation of Six Hundred Fifty Thousand Dollars ($650,000),
payable in equal installments on the Company’s regular
payroll dates. The Compensation Committee of the Management
Committee of the Company shall review Executives annual base
compensation after the end of each calendar year commencing with
the year ended December 31, 2005 in light of additional
responsibilities which may be assumed by Executive, the result of
operations and prospects of the Company, the compensation being
paid to other persons holding similar positions with comparable
companies and such other factors as it deems relevant; provided,
however, that no such raise in compensation will be effective
unless approved by the Company’s members acting through the
Compensation Committee of the Board of Directors of GLR
(“Member Approval”). Following each
such review, and subject to Member Approval, the annual base
compensation of Executive may be increased but may not be decreased
below its then existing level.
(c) Bonus
Compensation. In addition, at the end of each year
commencing with the year ended December 31, 2004, Executive,
the Management Committee shall review, and may approve, a bonus in
such amount as the Management Committee determines to be
appropriate considering the efforts expended and the results
achieved by the Executive, such bonus to be ordinarily no less than
five percent (5%) nor more than one hundred percent
(100%) of annual base compensation. Any such bonus, however,
unless reimbursed in full by one or more Client Entities, will be
subject to Member Approval.
3. Expenses . The Company will
reimburse Executive for all usual, reasonable and necessary
expenses paid or incurred by Executive in the performance of his
duties hereunder in accordance with its policy for executives of
the company, provided that such expenses are substantiated by
written documentation and in accordance with the Company’s
written policies and procedures on reimbursement of expenses as may
be established from time to time by the Management
Committee.
4. Employee Benefits .
(a) Executive shall be entitled to
participate in all medical, dental, life insurance, retirement,
profit sharing, stock incentive, disability and all other plans now
made available, or which may be made available in the future, to
executives of the Company.
(b) Executive shall be entitled to
annual vacation in accordance with the Company’s policy for
executives as such time.
5. Term of Agreement . This Agreement
shall have an initial term of three years commencing on the date
hereof. This Agreement shall be renewed automatically for
succeeding terms of one year each unless either party gives notice
to the other at least three (3) months prior to the expiration of
any term (including the initial term) of his or its determination
not to renew.
6. Termination . Executive’s
employment hereunder may be terminated by the Company, on the one
hand, or the Executive, on the other hand, as applicable, prior to
the expiration of this Agreement, under the following
circumstances:
(a) Death . Executive’s
employment hereunder shall terminate upon his death. In the case of
Executive’s death, the Company shall pay to Executive’s
beneficiaries or estate, as appropriate, promptly after
Executive’s death, the unpaid annual base compensation to
which he is entitled pursuant to Section 2 through the date of
his termination. This subsection 6(a) shall riot limit the
entitlement of Executive’s estate or beneficiaries to any
death or other benefits then available to Executive under any life
insurance or other benefit plan or policy which is maintained by
the Company for Executive’s benefit.
(b) Disability .
(i) If the Company determines in
good faith that Executive has incurred a Disability (as defined
below) during the term of this Agreement, the Company may give
Executive written notice of its intention to terminate
Executive’s employment. In such event, Executive’s
employment with the Company shall terminate effective on the
thirtieth (30 th ) day after receipt of such
notice by Executive, provided that within the thirty (30) days
after such receipt, Executive shall not have returned to full-time
performance of his duties. Executive shall continue to receive his
annual base compensation and benefits until the date of
termination. In the case of Executive’s Disability, the
Company shall pay to Executive promptly after the Executive’s
termination, the unpaid annual base compensation to which he is
entitled pursuant to Section 2 through the Executive’s
termination. This subsection 6(b) shall not limit the entitlement
of Executive or his estate or beneficiaries to any disability or
other benefits then available to Executive under any disability
insurance or other benefit plan or policy which is maintained by
the Company for Executive’s benefit.
(ii) For the purpose of this
Section, “Disability”
