EXHIBIT 10.7 LETTER AGREEMENT DATED JUNE 12, 2001 BY AND BETWEEN GETTY REALTY CORP. AND THOMAS J. STIRNWEIS REGARDING COMPENSATION UPON CHANGE IN CONTROL.

 

Getty Realty Corp. Letterhead

	
 


	
June 12,
 2001 


	
 


	
Mr. Thomas
 J. Stirnweis


	
Getty Realty
 Corp.


	
125 Jericho
 Turnpike 


	
Jericho, New
 York 11753 





Dear Tom: 


I am pleased
to advise you that the Board of Directors of Getty Realty Corp. (hereinafter
the “Company”) has approved the following “change of control” or “substantial
structural change” agreement: 


For purposes
hereof, “Guaranteed Salary” shall mean the sum of (a) your current base salary;
(b) the greater of 20% of your current base salary or your benefits last
received under any bonus plan; (c) your current expected annual benefits under
the Supplemental Retirement Plan; (d) the total of the current expected annual
employer contributions (other than salary deferrals made by you) made to your
account under the Company’s 401(k) Plan; and (e) your current annual automobile
reimbursement. “Guaranteed Benefits” shall mean medical, dental, life insurance
and disability coverage at least as favorable as the coverage currently
extended to you (“the Guaranteed Benefits”). 


The Company
reserves the right to terminate your employment at any time with or without
Cause (as defined below). Upon the first to occur of (i) termination of your
employment by the Company other than for Cause, (ii) termination of your
employment by the Company or its successor (but not by you) following a Change,
(as defined below), or (iii) termination of your employment by the Company or
by you following assignment of materially different (as defined below)
employment by the Company (each an “Event”), you shall be entitled to receive
severance compensation for a period of 36 months following the date of such
Event, in an amount equal to (x) your Guaranteed Salary and Guaranteed Benefits
minus (y) any amount of similar compensation you may receive from any other
employer during such period. If after a Change the surviving entity (or one of
the surviving entities in the case of a substantial structural change)
continues to compensate you but at a total salary less than the Guaranteed
Salary and/or provide any benefit which is a part of the Guaranteed Benefits at
less than the Guaranteed Benefit level, the Company shall pay, and/or provide
to you, the difference between the Guaranteed Salary and Guaranteed Benefits
and such lower salary or lesser benefits. If you are terminated without Cause
by the successor entity, the Company will continue to be obligated to pay, and
provide, the Guaranteed Salary and Guaranteed Benefits; provided however, that
you shall use your best efforts to obtain other comparable employment and
further provided that, if you obtain any other employment, the amounts of
Guaranteed Salary and Guaranteed Benefits shall be reduced by the amounts you
receive from the new employer. 


For purposes
hereof, employment shall be “materially different” if your job responsibilities
or duties are materially less favorable than those in effect on the date hereof
or if such job responsibilities are relocated more than 15 miles from Jericho,
New York. The term






Mr. Thomas J.
Stirnweis

June 12, 2001

Page 2


“Change” means
a transaction pursuant to which (i) all or substantially all of the assets of
Getty Realty Corp. (“Realty”) are sold or leased to any person, persons or
related group of persons other than an affiliate or affiliates of Realty (a “third
party”), (ii) ownership of 50% or more of the outstanding capital stock (or
equity equivalents) of Realty is acquired by a third party; (iii) Realty is
merged or consolidated with another entity with the effect that after such
merger or consolidation 50% or more of the voting equity of the surviving
entity is owned by a third party; or (iv) Realty is substantially structurally
changed whereby the business and/or the assets are divided into two or more
separate entities and the present Realty controlling shareholder interests are
(a) substantially reduced in Realty or (b) materially non-existent in the new
entity or entities. The term “Cause” shall mean (i) a finding that you have
materially harmed the Company through a material act of dishonesty in the performance
of your duties, or (ii) indictment (whether or not it results in a conviction)
for a felony involving moral turpitude, fraud or embezzlement. 


Upon a Change,
all stock options held by you will become fully vested. Also, pursuant to the
terms thereof, your account in the 401(k) Plan, will be distributable to you
after termination of employment. 


Your “Change
of Control” Agreement previously in effect and all other agreements and
understandings related thereto are hereby terminated and are superseded by this
Letter Agreement. 


This agreement
will renew annually and will not terminate as a result of a Change as defined
herein. 


I appreciate
your contribution to the Company and hope that we will together experience
continued success and profitability. 


Very truly
yours, 

GETTY REALTY CORP. 


	
 

	
 


	
By:

	
/s/ Leo
 Liebowitz 


	
 

	



	
 

	
Leo
 Liebowitz 


	
 

	
President


	
 

	
 


	
Accepted and
 Agreed To:


	
 

	
 


	
By:

	
/s/ Thomas
 J. Stirnweis 


	
 

	



	
 

	
Thomas J.
 Stirnweis 








	
 

	
 


	
Dated:

	
June 12,
2001