Exhibit 10.3


 


ADDENDUM
NO. 1 TO AMENDED CHANGE IN CONTROL AND TERM EMPLOYMENT AGREEMENT INCORPORATING
AMENDMENT NO. 1 TO AMENDED CHANGE IN CONTROL AND TERM EMPLOYMENT AGREEMENT


 


This Addendum No. 1 dated as of the 25th
day of January, 2006 is entered into between AmeriVest Properties Inc., a
Maryland corporation (the “Company”) and John B. Greenman (“Executive”, and
collectively with the Company, the “Parties”).


 


WHEREAS, the Parties have entered into an
Amended Change in Control and Term Employment Agreement (“Agreement”) dated as
of August 31, 2005, which was amended by Amendment No. 1 to Amended
Change in Control and Term Employment Agreement (“Amendment to Agreement”)
dated as of January 23, 2006, pursuant to which Company agreed to employ
Executive and Executive agreed to be employed by Company as the Company’s Chief
Investment Officer through January 25, 2006 (“Employment Period”).


 


WHEREAS, Section 4(e)(i) of the
Agreement provides that upon the expiration of Executive’s Employment Period,
among other requirements as specifically set forth in the Agreement, and as a
requisite to payment of Severance by Company to Executive, as defined in the
Agreement and Amendment to Agreement, Executive shall on the date of his
termination of employment enter into and execute this Addendum No. 1 to
Agreement wherein Executive ratifies all the provisions of the Agreement and
agrees that he shall be legally bound by all releases and all other terms set
forth in the Agreement as of the date of Executive’s termination of employment.


 


WHEREAS, Executive desires to fulfill his
obligation under the Agreement to enter into and execute this Addendum No. 1
to Agreement.


 


NOW THEREFORE, the Parties hereto, intending
to be legally bound, hereby agree as follows:


 


1.                                       In exchange for
the benefits payable to Executive as set forth in Section 4(e) of the
Agreement and Amendment to Agreement, Executive does hereby voluntarily and
knowingly release and discharge the Company and its successors, subrogees,
assigns, principals, agents, partners, heirs, employees, shareholders,
officers, directors, subsidiaries, affiliates, divisions, associates and
attorneys (collectively the “Released Parties”) from any and all claims,
action, causes of action, liabilities, demands, rights, damages, costs, attorneys’
fees, expenses and controversies of every kind and description through the date
of this Agreement. These releases shall include, by way of example and not
limitation, all claims which arise out of, relate to, or are based on (i) Executive’s
employment and/or association with the Released Parties and the termination
thereof, (ii) any and all contracts, binding promises and statements to,
from or between the Parties, (iii) the common laws of any state, (iv) Title
VII of the Civil Rights Act of 1964, as amended, (v) claims under the
Civil Rights Act of 1991, (vi) claims under 42 U.S.C. § 1981, § 1981a,
§ 1983, § 1985, or § 1988, (vii) the Age Discrimination in
Employment Act of 1967, as amended, (viii) the Employee’s Income
Retirement Security Act of 1974, as amended, (ix) claims under the Older
Workers Benefit Protection Act of 1990, and (x) claims under all other local,
state and federal statutes, any of which could be raised, filed and/or brought
in any


 

















 


court of competent jurisdiction an/or in any local, state and federal
administration agency or administration. However, Executive does not release
any claims he may have under any stock option or warrant agreements.


 


(i)                                     Nothing contained
herein shall be construed as a release of any claim the Executive may have to
unemployment benefits. Executive may make a claim for such benefits, and the
Released Parties will provide truthful information in response to questions
from the responsible State agency.


 


(ii)                                  Notwithstanding the
recitation of the claims set forth in Section 4(f) of the Agreement
or Section 1 of this Addendum No. 1 to Agreement, or whether quoted
therein or herein or not, and for the purpose of effectuating a full and final
release between the Parties, Executive expressly acknowledges that all releases
agreed to by Executive in Section 4(f) of the Agreement and Section 1
of this Addendum No. 1 are intended to include and contemplate the
extinguishment, without limitation, of all claims which he now has or does not
know or suspect to exist in his favor at the time of the execution hereof.


 


2.                                       Executive
warrants and represents as follows:


 


(i)                                     Executive has full
and complete legal capacity to enter into this Addendum No. 1 to
Agreement, has read this Addendum No. 1 to Agreement, has had a reasonable
time to consider its terms, and agrees to the conditions and obligations set
forth in it.


 


(ii)                                  Executive has had
twenty-one (21) days to consider this Addendum No. 1 to Agreement, and, if
Executive executes this Addendum No. 1 to Agreement within less than
twenty-one (21) days from the date of receipt, it is with the express
understanding that Executive had the full twenty-one (21) days available if so
desired. Further, Executive waives all rights to a twenty-one (21) day period
to consider the terms of Employee’s release of claims under the Age
Discrimination in Employment Act (“ADEA”) if Executive signs this Addendum No. 1
to Agreement prior to the expiration of the twenty-one (21) day period.


 


(iii)                               Executive has not relied
on any statement made by the Company, its agents or representatives, either
express or implied, or by statement or omission, in making his decision to
enter into this Addendum No. 1 to Agreement. Executive voluntarily
executes this Addendum No. 1 to Agreement after having been advised by the
Company to seek legal counsel, and has had full opportunity to consult with
legal counsel, and without being pressured or influenced by any person, or by
any statement or representation of any person acting on behalf of another
Party, including the officers, agents and attorneys for any other Party.


 


(iv)                              Executive has been
informed and understands that (i) to the extent that this Addendum No. 1
to Agreement waives or releases any claims Executive might have under the ADEA,
Executive may rescind such waiver and release within seven (7) calendar
days of the execution of this Addendum No. 1 to Agreement, and (ii) any
such


 


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rescission must be in writing and hand delivered to the Company, or, if
sent by mail, postmarked within the seven (7) day period, sent only by
certified mail, return receipt requested, and addressed to the Company.


 


(v)                                 This Addendum No. 1
to Agreement is subject to the terms of the Older Workers Benefit Protection
Act of 1990 (“OWBPA”). Executive acknowledges and agrees that he is,
voluntarily and with full knowledge of the consequences of such release,
releasing all claims, including any claims Executive has or could have brought
under the OWBPA and any claim(s) under the ADEA.


 


(vi)                              Executive acknowledges
and agrees that this Addendum No. 1 to Agreement is written in a manner
intended to be understood, and that Executive understands this Addendum No. 1
to Agreement.


 


(vii)                           Executive
has had a full and fair opportunity to investigate the facts underlying any
claims that Executive believes he may have against the Company. Executive
enters into this Addendum No. 1 to Agreement acknowledging that there may
be facts of which he is not aware; but nonetheless enters into this Addendum No. 1
to Agreement with the intent of providing the Company, and its affiliates, with
a full and final release of all known and unknown, suspected or unsuspected,
foreseen or unforeseen, matured or unmatured, liquidated or unliquidated,
claims, based on all known and unknown facts.


 


3.                                       By execution of
this Addendum No. 1 to Agreement, Executive ratifies all of the provisions
of the Agreement and all of the provisions of the Amendment to Agreement, and
agrees that he shall be legally bound by all releases and all other terms set
forth in the Agreement, the Amendment to Agreement, and this Addendum No. 1
to Agreement as of the date of Executive’s termination of employment.


 


4.                                       Except to the
extent supplemented hereby, the Agreement and Amendment to Agreement shall
remain unchanged and in full force and effect and are hereby ratified and
confirmed in all respects as supplemented hereby.


 


IN WITNESS WHEREOF, the undersigned have
executed this Addendum No. 1 to Agreement as of the date and year above
written.


 


	
   

  	
  AMERIVEST PROPERTIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Charles K. Knight

  	
   

  
	
   

  	
  Charles K. Knight, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ John B. Greenman

  	
   

  
	
   

  	
  John B. Greenman

  



 


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