EXHIBIT 10.1
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fourth Amendment
(the "Fourth
Amendment") executed
January 19,
2007 to the Employment
Agreement (the "Agreement") between Acadia Realty Trust
(the "Trust") and Kenneth F. Bernstein ("Executive").
WHEREAS, the Trust and
Executive entered into an Employment Agreement
dated as of October , 1998 (the "Employment Agreement"); and
WHEREAS, the
Employment
Agreement was amended by a First
Amendment
dated as of January 1, 2001, a Second Amendment dated as of January 1,
2004 and
a Third Amendment dated as of January 1, 2006; and
WHEREAS, the Trust and Executive desire to further amend the
Employment
Agreement.
NOW, THEREFORE,
in consideration
of the mutual
covenants contained
herein and for other good and valuable consideration including the continuation
of employment
by the Trust,
the receipt and sufficiency of which is hereby
acknowledged, the Trust and Executive hereby agree as follows:
1. DEFINITIONS. Terms not defined herein have the meanings set
forth in
the Agreement.
a) The definition
of "Cause" is hereby
deleted and the
following is
hereby substituted therefor:
CAUSE. The Trust shall have the right to terminate Executive's
employment for
Cause upon Executive's: (A) deliberate
misrepresentation in
connection with, or
willful failure to
cooperate with
a bona fide internal investigation or an
investigation by
regulatory or law
enforcement
authorities,
after being instructed
by the Company to
cooperate,
or the
willful destruction or
failure to preserve documents or other
materials known to be
relevant to such
investigation or
the
willful inducement
of others to fail to cooperate or to
produce documents or
other materials; (B)
failure to perform
his duties hereunder
(other than any such
failure resulting
from Executive's incapacity due to physical or mental illness)
which failure
continues for a period of three (3)
business
days after written demand for corrective action is delivered
by the Trust specifically identifying the manner in which
the
Trust believes the Executive has not performed his duties; (C)
conduct by
the Executive constituting a material act of
willful misconduct in
connection with the
performance of his
duties, including,
without limitation, misappropriation of
funds or property
of the Trust
other than the occasional,
customary and de
minimis use of Trust
property for
personal
purposes; (D)
disparagement
of the Trust, its officers,
trustees, employees or
partners; (E)
soliciting any existing
employee of the Trust
above the level of an administrative
assistant to work at another company; or (F) the commission by
the Executive
of a felony
or misdemeanor involving moral
turpitude, deceit, dishonesty or fraud,
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b) The definition
of "Change of Control"
is hereby deleted,
thereby
specifically deleting
the two sentences set
forth in said
definition wherein
Executive has the right voluntarily to te
