Exhibit
10.2


 


AGREEMENT


 


AGREEMENT
(“Agreement”), dated as of March 28, 2003, by and between New Plan Excel Realty
Trust, Inc., a Maryland corporation (successor to Excel Realty Trust, Inc.)
(the “Company”), and William Newman (“Executive”).


 


RECITALS


 


A.            Executive is currently Chairman of
the Board of the Company.


 


B.            The
Company and Executive entered into an employment agreement dated as of
September 17, 1998 (the “Employment Agreement”).  Pursuant to the terms of the Employment Agreement, the term of
the “Employment Period” under the Employment Agreement expires on September 28,
2003.


 


B.            The Company desires to extend the
“Employment Period” under the Employment Agreement for a term of two (2) years
(i.e., from September 28, 2003 until September 28, 2005) and otherwise on the
same terms and conditions as the Employment Agreement, except as otherwise
provided below.


 


AGREEMENT


 


IN CONSIDERATION
of the premises and the mutual covenants set forth below, the parties hereby
agree to modify the terms of the Employment Agreement as follows:


 


1.                                       The two one-year extensions of the
Employment Period are hereby effective and accordingly the Employment Period
under the Employment Agreement shall expire on September 28, 2005.


 


2.                                       During the period September 28, 2003 through
September 28, 2005, the Employment Payment under the Employment Agreement shall
be $ 350,000 per year.


 


3.                                       In consideration of and as a condition to
the payments to be made to Executive pursuant to paragraph 2 above, Executive
acknowledges and agrees that the Company shall have no further obligations
under or with respect to that certain Split Dollar Agreement (the “Split Dollar
Agreement”), dated as of October 4, 1993, between New Plan Realty Trust
(predecessor to the Company) and Debra Bernstein and Melvin Newman, as trustees
under the William Newman Trust (the “Trustees”) (including any obligation to
make any prior or future premium or other payments); however, the Company shall
nonetheless retain its right to (i) receive out of any amount payable under the
insurance policies covered under the Split Dollar Agreement on account of the
death of the insured or (ii) obtain upon surrender of any policy covered under
the Split Dollar Agreement, an amount equal to the total premium payments made
by the Company in respect of such policies (which amount the Company and
Executive acknowledge and agree is $1,350,000).   In furtherance of the foregoing, Executive acknowledges that
simultaneously with the execution of this Amendment, an amendment to the Split
Dollar Agreement shall be entered into by the Company and the trustees
evidencing the above agreements relating to the Split Dollar Agreement (the
“Split Dollar Amendment”).   In
addition, the Company acknowledges and agrees that Executive shall have no
obligations to the Company under the Split Dollar Agreement and any rights,
obligations, etc. under the Split Dollar Agreement are as between the Trustees
and the Company as set forth in the Split Dollar Agreement, as amended by the
Split Dollar Amendment.


 

















 


4.                                       Executive shall have the continued use of
the new Lexus automobile purchased by the Company.


 


5.                                       Except as herein provided, all of the
terms and provisions of the Employment Agreement shall remain unmodified and in
full force and effect.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first above written.


 


	
   

  	
   

  	
  NEW PLAN EXCEL REALTY TRUST, INC., a Maryland
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:­

  	
  /s/
  GLENN J. RUFRANO

  	
   

  
	
   

  	
   

  	
  Name: Glenn J. Rufrano

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLIAM NEWMAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ WILLIAM
  NEWMAN

  	
   

  
	
   

  	
   

  	
   

  
						



 


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