SEVERANCE BENEFITS
AGREEMENT
AGREEMENT, dated as of August 17,
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
Robert F. Beffa (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).
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 p
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