exv10w3



 






Exhibit 10.3




CONSENT

to

TERMINATE LTIP TARGET UNITS

and

AMEND EMPLOYMENT AGREEMENT

of

EDWARD J. MATEY JR.




     CONSENT, dated as of April 30, 2007 (the “Consent”), between First States Group, L.P., a
Delaware limited partnership (the “Company”), American Financial Realty Trust, a Maryland real
estate investment trust (the “REIT”), and Edward J. Matey Jr. (the “Executive”).



RECITALS




     WHEREAS, the Executive previously entered into an Employment Agreement with the Company, dated
August 30, 2005 (“Employment Agreement”);



     WHEREAS, the REIT is a limited partner and the sole owner of the general partner of the
Company, and has guaranteed the obligations of the Company under the Employment Agreement;



     WHEREAS, on March 1, 2006, Target Units (the “Target Units”) were awarded under the REIT’s
2006 Long-Term Incentive Plan (the “LTIP”) to executives of the Company and, as of the date of this
Consent, the participants in the LTIP, each of whom holds Target Units, are as follows: Brian S.
Block, Glenn Blumenthal, Jeffrey P. Foster, Sonya A. Huffman, Edward J. Matey Jr. and David J.
Nettina (collectively, the “LTIP Participants”);



     WHEREAS, the Compensation and Human Resources Committee of the Board of Trustees of the REIT
(the “Compensation Committee”), in its capacity as the administrator of the LTIP, has approved the
termination of the LTIP, and authorized the Company and the REIT, to enter into agreements with
each of the LTIP Participants to terminate their Target Units;



     WHEREAS, the Executive desires to terminate all of the Executive’s 216,000 Target
Units (the “Executive Target Units”);



     WHEREAS, the Company, the REIT and the Executive mutually desire to amend the Employment
Agreement as provided in this Consent;



     WHEREAS, the Compensation Committee has approved a new grant of restricted common shares upon
the execution and delivery of this Consent; and



 









 





     NOW, THEREFORE, the REIT, the Company and the Executive, intending to be legally bound hereby,
agree as follows:



     1. Termination of Executive Target Units. The Executive Target Units are hereby
terminated, and the Executive consents to the termination of the Executive Target Units. The
Executive also consents to the termination of the LTIP and acknowledges that the LTIP no longer has
any force or effect with respect to the Executive.



     2. Grant of Restricted Common Shares. Upon the execution and delivery of this
Consent, the Company is granting to the Executive 108,000 restricted common shares on the
terms set forth in the form of 2007 Restricted Common Shares Award Agreement attached to this
Consent (the “New Restricted Share Grant”).



     3. Amendments to Employment Agreement. The parties hereto consent and agree to the
amendments to the Employment Agreement set forth under paragraphs (a) and (b) below:




     (a) The New Restricted Share Grant shall not be subject to any provision of the
Employment Agreement, including without limitation any provision with respect to vesting or
accelerated vesting.




     (b) The definition of “Change of Control Severance Payment” in the Employment
Agreement is amended to remove any reference to restricted common share grants, and
therefore is restated to mean the following:




“2.5 multiplied by the sum of (i) the Executive’s average annual Base Salary for the
three calendar year period immediately prior to the Executive’s date of termination,
which for this purpose is determined by taking the Executive’s Base Salary in effect
on the Executive’s date of termination, as well as the Executive’s Base Salary in
effect for the immediately preceding two calendar years, plus (ii) the average
annual cash incentive bonus actually received by the Executive for the three full
fiscal year periods that immediately preceded Executive’s date of termination.”




     (c) The parties hereto intend to enter into a comprehensive amendment and restatement
of the Employment Agreement on such terms and conditions as the parties shall mutually
agree, which shall contain the foregoing amendments.



 









 





     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused
this Consent to be duly executed as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	FIRST STATES GROUP, L.P.	 	 	 	EDWARD J. MATEY JR.	 	 
	By:

	 	 	 	First States Group, LLC	 	 	 	 	 	 
	 

	 	 	 	Its general partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 

	 	 	 	 

Harold W. Pote
	 	 	 	 

	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	AMERICAN FINANCIAL REALTY TRUST	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 

Harold W. Pote
	 	 	 	 	 	 
	 

	 	 	 	President and Chief Executive Officer