EX-10.35




EXHIBIT
10.35




FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT BY AND BETWEEN

FIRST INDUSTRIAL REALTY TRUST, INC.

AND GERALD A. PIENTKA




     WHEREAS, First Industrial Realty Trust, Inc. (“FR”) and Gerald Pientka have entered into that
certain Employment Agreement dated January 30, 2006 (the “Agreement”); and



     WHEREAS, FR and the Executive desire to amend certain provisions of the Agreement in order to
bring such provisions into compliance with the applicable provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (and guidance issued thereunder).



     NOW, THEREFORE, BE IT RESOLVED that, effective as of the 29th day of December, 2008, the
Agreement be and is hereby amended in the following particulars:



     1. A new Section 5(f) is added that states as follows:




“In the event of a possible payment of the Severance Payment under
Section 4(a), 4(c), 4(d) or 4(e):




          (i) the termination that gave rise to Severance Payment must
constitute a ‘separation from service’ as determined under Treas.
Reg. Section 1.409A-1(h) before such Severance Payment may be paid;




          (ii) such Severance Payment must be paid by March 15 of the
year after the year in which the termination occurred; and




          (iii) notwithstanding any provision in the Agreement to the
contrary if, as of the effective date of your termination of
employment, your are a “Specified Employee,” then, only to the
extent required pursuant to Code Section 409A(a)(2)(B)(i), payments
due under this Agreement which are deemed to be deferred
compensation shall be subject to a six (6) month delay following
your separation from service. For purposes of Code Section 409A,
all installment payments of deferred compensation made hereunder, or
pursuant to another plan or arrangement, shall be deemed to be
separate payments and, accordingly, the aforementioned deferral
shall only apply to separate payments which would occur during the
six (6) month deferral period and all other payments shall be
unaffected. All delayed payments shall be accumulated and paid in a
lump-sum catch-up payment as of the first day of the seventh-month
following separation from service (or, if earlier, the date of your
death) with all such delayed payments being credited with interest
(compounded monthly) for this period of delay at the per annum rate
of two percent (2%) in excess of the per annum rate publicly
announced,
from time to time, by JPMorgan Chase Bank, N.A. (or its
successor) as its “prime” or “base” or “reference” rate of interest;
provided,



 









 







however, that if the interest rate set forth above exceeds
the highest legally permissible interest rate, then the interest
rate shall be reduced to the level of the highest legally
permissible interest rate. Any portion of the benefits hereunder
that were not otherwise due to be paid during the six-month period
following the termination shall be paid to you in accordance with
the payment schedule established herein.”



     2. Section 8 is hereby amended by adding the following sentence to the end of the Section:




“Any amounts to be paid or reimbursed by FR to you under this
Section shall be paid to you by March 15 of the year after the year
in which the arbitrator renders its decision.”



     IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written.



FIRST INDUSTRIAL REALTY TRUST, INC.




	 	 	 	 	 	 	 	 	 
	By:

	 	John H. Clayton
	 	 
	 	/s/ Gerald A. Pientka
	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Its: Vice President — Corp. Legal
	 	 	 	GERALD A. PIENTKA	 	 






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