EXHIBIT 10.50
AMENDMENT TO INDEMNIFICATION
AGREEMENT
AMENDATORY AGREEMENT
, dated the day of December, 2008
by and between VORNADO REALTY TRUST, a Maryland real estate
investment trust (the “ Company ”) and DAVID R.
GREENBAUM (the “ Executive ”).
WHEREAS , the Company and Executive entered into an
Indemnification Agreement dated as of April, 1997 (the “
Indemnification Agreement ”); and
WHEREAS , the Company and the Executive desire to amend
the Indemnification Agreement to conform its terms with final
regulations promulgated by the Internal Revenue Service under
Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE
, in consideration of the mutual
premises and covenants set forth herein and for other good and
valuable consideration, the receipt, adequacy and legal sufficiency
of which are hereby acknowledged, the Company and Executive
mutually agree as follows:
1. Section
3 of the Indemnification Agreement is hereby amended in its
entirety, to read as follows:
“3.
Enforcement . If a claim or request under this Agreement is
not paid by the Company or on its behalf, within thirty (30) days
after a written claim or request has been received by the Company,
(i) Executive may at any time thereafter during his lifetime and
(ii) following the death of Executive, his estate or heirs may,
bring suit against the Company to recover the unpaid amount of the
claim or request and if successful in whole or in part, (x)
Executive shall be entitled to be paid also the expenses of
prosecuting such suit and (y) Executive’s estate and heirs
shall be entitled to be paid also the expenses of prosecuting such
suit to the extent incurred through the earlier of the 15
th anniversary of the date of Executive’s death or
the final settlement of Executive’s estate, as the case may
be. Such reimbursement shall be made as soon as practicable
following the resoluti
