EXHIBIT 10.2
GENERAL PARTNER COMPENSATION AGREEMENT
THIS
GENERAL PARTNER COMPENSATION AGREEMENT (this "Agreement") is
made
and entered into as of December 1, 2008 (the "Effective Date") by
and among
JUSTICE INVESTORS, a California limited partnership ("Justice"),
PORTSMOUTH
SQUARE, INC., a California corporation ("Portsmouth" or "Managing
General
Partner") , and EVON CORPORATION, a California corporation ("Evon"
or "Co-
General Partner") (Justice, Portsmouth and Evon, each a "Party"
and
collectively, the "Parties").
RECITALS
A.
Portsmouth and Evon
and are the general partners (collectively, the
"General Partners") of Justice. Evon was formerly known as Evon
Garage
Corporation, a California corporation. The General Partners operate
and
provide essential asset management services to Justice.
B.
Justice is the owner
of that certain real property located at 750
Kearny Street, San Francisco, California (the "Property"), on which
a hotel
(the "Hotel") and a garage (the "Garage") are located.
C.
Effective as of the
Effective Date, Portsmouth is the Managing
General Partner of Justice and Evon is the Co-General Partner of
Justice.
The duties and responsibilities of Evon and Portsmouth are set
forth in that
certain Amended Limited Partnership Agreement dated January 1,
1979, as
amended by that certain Amendment of Partnership Agreement dated as
of June
27, 2005, as amended by that certain 2008 Amendment to Limited
Partnership
Agreement dated as of
the Effective Date (collectively, the "Partnership
Agreement").
D.
The Partnership
Agreement provides that Evon and Portsmouth are to
receive compensation from Justice for acting as its General
Partners and
assuming the responsibilities and performing their respective
duties and are
authorized to enter into a Compensation Agreement for the purpose
of setting
such compensation.
E.
Justice receives
substantially all its revenues from operating and/or
leasing the Property.
F.
Justice, Portsmouth
and Evon have previously executed that certain
Amended and Restated General Partner Compensation Agreement that
became
effective as of February 23, 2006 (the "Prior Agreement").
Upon the
Effective Date and subject to the payment of all compensation due
under the
Prior Agreement (as pro-rated through the Effective Date), the
Parties desire
the Prior Agreement to be terminated and superseded by this
Agreement.
G.
NOW, THEREFORE, for in
consideration of the mutual covenants herein
contained, the Parties agree as follows:
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AGREEMENT
1.
Definitions.
The capitalized words
set forth below shall have the
meanings ascribed thereto as used in this Agreement.
a. "Asset Manager Fee
Contribution". The
Asset Manager Fee
Contribution shall be $75,000.
b. "Gross Revenue".
Gross Revenue shall
mean all of the revenue
received by Justice in any given calendar year on account of the
Hotel, the
Garage and all leases of the Property, net of hotel tax, parking
tax and
similar taxes and fees on gross revenue.
c. "Minimum Annual
Base Compensation".
Minimum Annual Base
Compensation shall be $285,275.00.
2.
Special Provisions for
Compensation in 2008.
The compensation of
the General Partners beginning as of January 1, 2008 through the
Effective
Date shall be determined using the terms and conditions of the
Prior
Agreement (as pro-rated for the number of days between January 1,
2008
through the Effective Date). The compensation of the General
Partners
beginning as of the Effective Date through December 31, 2008 shall
be
determined using the terms and conditions of this Agreement (as
pro-rated
from the Effective Date through December 31, 2008).
3.
Base Compensation.
During each calendar
year, Justice shall pay
Base Compensation to the General Partners in an amount equal to the
product
of one and one-half percent (1.5 %) times Gross Revenue, such
product being
reduced by the Asset Manager Fee Contribution; provided that in no
event will
the Base Compensation be less than the Minimum Annual Base
Compensation. The
parties acknowledge and agree that Base Compensation will not
limited by any
maximum, nor will compensation to the General Partners be increased
by any
inflation adjustment or incentive compensation in excess of the
Base
Compensation calculated in accordance with this paragraph.
a. First Level of
Division of Base Compensation. The Minimum
Annual Base Compensation paid to the General Partners in each
calendar year
shall be divided between Portsmouth and Evon as follows:
(i) eighty percent
(80.0 %) shall be paid to Portsmouth for its services as Managing
General
Partner; and (ii) twenty percent (20.0 %) shall be paid to Evon for
its
services as Co-General Partner.
b. Second Lev
