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EXHIBIT 10.3
FIRST AMENDMENT TO SEVERANCE AGREEMENT
This First Amendment (the "First Amendment") executed January 19,
2007
to the Severance Agreement (the "Agreement") between Acadia Realty
Trust (the
"Trust") and Michael Nelsen ("Senior Officer").
WHEREAS, the Trust and Senior Officer desire to amend the
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 Senior Officer 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 Senior
Officer's employment for Cause upon Senior Officer'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 Senior Officer'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 Senior
Officer has not performed his duties; (C) conduct by the
Senior Officer 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 Senior Officer
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
Senior Officer has the right voluntarily to terminate employment on
or within
three (3) months following a Change in Control and to have said
termination be
deemed a termination for Good Reason, and the following is hereby
substituted
theref
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