Exhibit 10.108
SEVERANCE BENEFITS AGREEMENT
AGREEMENT, dated as
of May 16, 2005, by and among GLIMCHER REALTY TRUST, a Maryland
real estate investment trust, with offices at 150 East Gay Street,
Columbus, Ohio 43215 (“GRT”), GLIMCHER PROPERTIES
LIMITED PARTNERSHIP, a Delaware limited partnership, with offices
at 150 East Gay Street, Columbus, Ohio 43215 (“GPLP”),
and George “Buck” Sappenfield, Sr. (the
“Executive”).
WHEREAS, GRT, GPLP
and/or their subsidiaries and affiliates, including entities in
which GRT or GPLP own a majority of any non-voting stock
(collectively, the “Company”), have employed, or may
employ in the future, the Executive as an employee of the Company
to perform certain services for and on behalf of the Company upon
terms and conditions upon which the Company and the Executive have
previously agreed, or may in the future agree (the
“Services”);
WHEREAS, the
Company recognizes that the Executive’s contributions to the
future growth of the Company will be substantial; and
WHEREAS, to induce
the Executive to remain in the employ of the Company, the parties
hereto desire to set forth certain severance benefits which GPLP
will pay to the Executive in the event of a Change in Control of
GRT (as defined in Section 2 hereof).
IT IS
AGREED:
1. TERM .
This Agreement shall commence on the date hereof and shall
terminate upon the earlier of (a) the date on which GPLP and GRT
have satisfied all of their obligations hereunder or (b) the date
on which the Executive is no longer an employee of the Company for
any reason whatsoever including, without limitation, termination
without cause. Notwithstanding the termination of this Agreement
subsequent to a Change in Control of GRT, in the event that the
Executive is an employee of the Company at the moment immediately
prior to a Change in Control of GRT, the Executive shall be
entitled to receive all benefits described hereunder and the
provisions hereof related thereto shall survive such
termination.
2. CHANGE IN
CONTROL OF GRT . For purposes of this Agreement, a
“Change in Control of GRT” shall be deemed to occur
if:
|
|
(i) there shall
have occurred a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as in effect on
the date hereof, whether or not GRT is then subject to such
reporting requirement; provided , however , that
there shall not be deemed to be a Change in Control of GRT if
immediately prior to the occurrence of what would otherwise be a
Change in Control of GRT (a) the Executive is the other party to
the transaction (a “Control of GRT Event”) that would
otherwise result in a Change in Control of GRT or (b) the
Executive is an executive officer, trustee, director or more than
5% equity holder of the other party to the Control of GRT Event or
of any entity, directly or indirectly, controlling such other
party;
|
|
|
(ii) GRT merges or
consolidates with, or sells all or substantially all of its assets
to, another company (each, a “Transaction”);
provided , however , that a Transaction shall not be
deemed to result in a Change in Control of GRT if (a) immediately
prior thereto the circumstances in (i)(a) or (i)(b) above exist or
(b) (1) the shareholders of GRT, immediately before such
transaction, own, directly or indirectly, immediately following
such Transaction in excess of fifty percent (50%) of the combined
voting power of the outstanding voting securities of the
corporation or other entity resulting from such Transaction (the
“Surviving Corporation”) in substantially the same
proportion as their ownership of the voting securities of GRT
immediately before such Transaction and (2) the individuals who
were members of GRT’s Board of Trustees immediately prior to
the execution of the agreement providing for such Transaction
constitute at least a majority of the members of the board of
directors or the board of trustees, as the case may be, of the
Surviving Corporation, or of a corporation or other entity
beneficially, directly or indirectly, owning a majority of the
outstanding voting securities of the Surviving Corporation;
or
|
|
|
(iii) GRT acquires
assets of another company or a subsidiary of GRT merges or
consolidates with another company (each an “Other
Transaction”) and (a) the shareholders of GRT, immediately
before such Other Transaction own, directly of indirectly,
immediately following such Other Transaction fifty percent (50%) or
less of the combined voting power of the outstanding voting
securities of the corporation or other entity resulting from such
Other Transaction (the “Other Surviving Corporation”)
in substantially the same proportion as their ownership of the
voting securities of GRT immediately before such Other Transaction
or (b) the individuals who were members of GRT’s Board of
Trustees immediately prior to the execution of the agreement
providing for such Other Transaction constitute less than a
majority of the members of the board of directors or board of
trustees, as the case may be, of the Other Surviving Corporation,
or of a corporation or other entity beneficially, directly or
indirectly, owing a majority of the outstanding voting securities
of the Other Surviving Corporation; provided ,
however , that an Other Transaction shall not be deemed to
result in a Change in Control of GRT if immediately prior thereto
the circumstances in (i)(a) or (i)(b) above exist.
|
3. COMPENSATION
UPON A CHANGE IN CONTROL OF GRT . If the Executive is an
employee of the Company at the moment immediately prior to a Change
in Control of GRT, the Executive shall be entitled to receive the
compensation and benefits set forth below.
(a) GPLP shall pay
to the Executive, not later than the date of any Change in Control
of GRT, unless otherwise agreed to in writing, a lump sum severance
payment (the “Severance Payment”) equal to two (2)
times the Base Amount (as defined below). For purposes of the
Section 3(a), the Base Amount shall mean the Executive’s
annual compensation during the calendar year period preceding the
calendar year in which the Change in Control of GRT occurs. For
purposes of determining annual compensation in this Section 3(a),
there shall be included (i) all base salary and bonuses paid or
payable to the Ex
