Severance Benefits Agreement


    SEVERANCE
      BENEFITS AGREEMENT

    


    AGREEMENT,
      dated as of August 17, 2005, by and among GLIMCHER REALTY TRUST, a Maryland
      real
      estate investment trust, with offices at 150 East Gay Street, Columbus, Ohio
      43215 (“GRT”), GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
      partnership, with offices at 150 East Gay Street, Columbus, Ohio 43215 (“GPLP”),
      and Robert F. Beffa (the “Executive”).

    


    WHEREAS,
      GRT, GPLP and/or their subsidiaries and affiliates, including entities in which
      GRT or GPLP own a majority of any non-voting stock (collectively, the
“Company”), have employed, or may employ in the future, the Executive as an
      employee of the Company to perform certain services for and on behalf of the
      Company upon terms and conditions upon which the Company and the Executive
      have
      previously agreed, or may in the future agree (the “Services”);

    


    WHEREAS,
      the Company recognizes that the Executive’s contributions to the future growth
      of the Company will be substantial; and

    


    WHEREAS,
      to induce the Executive to remain in the employ of the Company, the parties
      hereto desire to set forth certain severance benefits which GPLP will pay to
      the
      Executive in the event of a Change in Control of GRT (as defined in Section
      2
      hereof).

    


    IT
      IS
      AGREED:

    


    1. TERM.
      This
      Agreement shall commence on the date hereof and shall terminate upon the earlier
      of (a) the date on which GPLP and GRT have satisfied all of their obligations
      hereunder or (b) the date on which the Executive is no longer an employee of
      the
      Company for any reason whatsoever including, without limitation, termination
      without cause. Notwithstanding the termination of this Agreement subsequent
      to a
      Change in Control of GRT, in the event that the Executive is an employee of
      the
      Company at the moment immediately prior to a Change in Control of GRT, the
      Executive shall be entitled to receive all benefits described hereunder and
      the
      provisions hereof related thereto shall survive such termination.

    


    2. CHANGE
      IN CONTROL OF GRT.
      For
      purposes of this Agreement, a “Change in Control of GRT” shall be deemed to
      occur if:

    


    (i) there
      shall have occurred a change in control of a nature that would be required
      to be
      reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as
      in effect on the date hereof, whether or not GRT is then subject to such
      reporting requirement; provided,
      however,
      that
      there shall not be deemed to be a Change in Control of GRT if immediately prior
      to the occurrence of what would otherwise be a Change in Control of GRT (a)
      the
      Executive is the other party to the transaction (a “Control of GRT Event”) that
      would otherwise result in a Change in Control of GRT or
      (b) the
      Executive is an executive officer, trustee, director or more than 5% equity
      holder of the other party to the Control of GRT Event or of any entity, directly
      or indirectly, controlling such other party;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii) GRT
      merges or consolidates with, or sells all or substantially all of its assets
      to,
      another company (each, a “Transaction”); provided,
      however,
      that a
      Transaction shall not be deemed to result in a Change in Control of GRT if
      (a)
      immediately prior thereto the circumstances in (i)(a) or (i)(b) above exist
      or
      (b) (1) the shareholders of GRT, immediately before such transaction, own,
      directly or indirectly, immediately following such Transaction in excess of
      fifty percent (50%) of the combined voting power of the outstanding voting
      securities of the corporation or other entity resulting from such Transaction
      (the “Surviving Corporation”) in substantially the same proportion as their
      ownership of the voting securities of GRT immediately before such Transaction
      and (2) the individuals who were members of GRT’s Board of Trustees immediately
      prior to the execution of the agreement providing for such Transaction
      constitute at least a majority of the members of the board of directors or
      the
      board of trustees, as the case may be, of the Surviving Corporation, or of
      a
      corporation or other entity beneficially, directly or indirectly, owning a
      majority of the outstanding voting securities of the Surviving Corporation;
      or

     

    (iii) GRT
      acquires assets of another company or a subsidiary of GRT merges or consolidates
      with another company (each an “Other Transaction”) and (a) the shareholders of
      GRT, immediately before such Other Transaction own, directly of indirectly,
      immediately following such Other Transaction fifty percent (50%) or less of
      the
      combined voting power of the outstanding voting securities of the corporation
      or
      other entity resulting from such Other Transaction (the “Other Surviving
      Corporation”) in substantially the same proportion as their ownership of the
      voting securities of GRT immediately before such Other Transaction or (b) the
      individuals who were members of GRT’s Board of Trustees immediately prior to the
      execution of the agreement providing for such Other Transaction constitute
      less
      than a majority of the members of the board of directors or board of trustees,
      as the case may be, of the Other Surviving Corporation, or of a corporation
      or
      other entity beneficially, directly or indirectly, owing a majority of the
      outstanding voting securities of the Other Surviving Corporation; provided,
      however,
      that an
      Other Transaction shall not be deemed to result in a Change in Control of GRT
      if
      immediately prior thereto the circumstances in (i)(a) or (i)(b) above
      exist.

     

    3. COMPENSATION
      UPON A CHANGE IN CONTROL OF GRT.
      If the
      Executive is an employee of the Company at the moment immediately prior to
      a
      Change in Control of GRT, the Executive shall be entitled to receive the
      compensation and benefits set forth below.

     

    (a) GPLP
      shall pay to the Executive, not later than the date of any Change in Control
      of
      GRT, unless otherwise agreed to in writing, a lump sum severance payment (the
      “Severance Payment”) equal to two (2) times the Base Amount (as defined below).
      For purposes of the Section 3(a), the Base Amount shall mean the Executive’s
      annual compensation during the calendar year period preceding the calendar
      year
      in which the Change in Control of GRT occurs. For purposes of determining annual
      compensation in this Section 3(a), there shall be included (i) all base salary
      and bonuses paid or payable to the Executive by the Company with respect to
      the
      preceding calendar year; (ii) all grants of restricted common shares of
      beneficial interest of GRT (the “Shares”), if any, with respect to such
      preceding calendar year, which Shares shall be valued based on their date of
      grant at the then Fair Market Value (as defined in Section of 2.15 of GRT’s 2004
      Incentive Compensation Plan or any other plan or agreement pursuant to which
      they are issued) and (iii) the fair market value of any other property or rights
      given or awarded to the Executive by the Company with respect to such preceding
      calendar year, or partial first year of employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Any
      Shares now or hereafter issued to the Executive pursuant to any restricted
      Share
      grant shall vest on the day immediately prior to the date of a Change in Control
      of GRT and no longer be subject to repurchase or any other forfeiture
      restrictions.

     

    (c) GRT
      and
      GPLP shall cause the Company to maintain in full force and effect for the
      Executive’s continued benefit for eighteen (18) months following a Change in
      Control of GRT, all life, accident, medical and dental insurance benefit plans
      and programs or arrangements in which the Executive was entitled to participate
      immediately prior to the date of a Change in Control of GRT, provided that
      the
      Executive’s continued participation is allowable under the general terms and
      provisions of such plans and programs and provided, further, that in the event
      that the Executive becomes employed by any third party during such 18-month
      period, then upon the date of such employment the Executive shall no longer
      be
      entitled to any accident, medical or dental insurance benefits described in
      the
      preceding clause. Subject to the preceding sentence, in the event that the
      Executive’s participation in any such plan or program is barred, GRT and GPLP
      shall arrange to cause the Company to provide the Executive with benefits
      substantially similar to those which the Executive was entitled to receive
      under
      such plans and programs. Subject to the first sentence of this paragraph, at
      the
      end of the period of coverage, the Executive shall have the option to have
      assigned to him at no cost to the Executive and with no apportionment of prepaid
      premiums, any assignable insurance policy owned by the Company and relating
      specifically to the Executive.

     

    (d) All
      options to purchase Shares now or hereafter granted to the Executive shall
      vest
      on the day immediately prior to the date of a Change in Control of GRT and
      become fully exercisable in accordance with their terms.

     

    (e) The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Section 3 by seeking other employment or otherwise, nor shall the
      amount of any payment or benefit provided for in this Section 3 be reduced
      by
      any compensation earned by him as the result of employment by another employer
      or by retirement benefits after the date of termination, or otherwise, except
      as
      specifically provided in this Section 3.

     

    4. ADDITIONAL
      AMOUNT.
      Whether
      or not Section 3 hereof is applicable, if in the opinion of tax counsel selected
      by the Executive and reasonably acceptable to the Company, the Executive has
      or
      will receive any compensation or recognize any income (whether or not pursuant
      to this Agreement or any plan or other arrangement of the Company and whether
      or
      not the Executive’s employment with the Company has terminated) which
      constitutes an “excess of parachute payment” within the meaning of Section
      280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) (or for
      which a tax is otherwise payable under Section 4999 of the Code), then GPLP
      shall pay the Executive an additional amount (the “Additional Amount”) equal to
      the sum of (i) all taxes payable by the Executive under Section 4999 of the
      Code
      with respect to all such excess parachute payments (or otherwise) including,
      without limitation, the Additional Amount, plus (ii) all Federal, state and
      local income taxes for which the Executive may be liable with respect to the
      Additional Amount. The amounts payable pursuant to this Section 4 shall be
      paid
      by GPLP to the Executive not later than the date of any Change in Control of
      GRT, unless otherwise agreed to in writing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. EXPENSES.
      GPLP
      shall pay or reimburse the Executive, as the case may be, for all legal fees
      and
      related expenses (including the costs of experts, evidence and counsel) paid
      by
      the Executive as a result of (i) the Executive seeking to obtain or enforce
      any
      right or benefit provided by this Agreement or (ii) any action taken by the
      Company against the Executive in enforcing its rights hereunder; provided,
      however, that GPLP shall reimburse the legal fees and related expenses described
      in Section 5 only if and when a final judgment has been rendered in favor of
      the
      Executive and all appeals related to any such action have been
      exhausted.

     

    6. NO
      EMPLOYMENT RIGHTS OR OBLIGATIONS.
      Nothing
      contained herein shall confer upon the Executive the right to continue in the
      employment or service of the Company or affect any right that the Company may
      have to terminate the employment or service of the Executive at any time for
      any
      reason.

     

    7. GRT
      GUARANTY.
      GRT
      guarantees the satisfaction of all obligations of, and the full and prompt
      payment of all amounts payable by GPLP hereunder. In addition, GRT guarantees
      the satisfaction of all obligations of the Company hereunder. 

     

    8. GOVERNING
      LAW; ARBITRATION.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Maryland, without regard to Maryland’s conflicts of law
      principles. Any dispute or controversy arising under this Agreement, or out
      of
      the interpretation hereof, or based upon the breach hereof, shall be resolved
      by
      arbitration held at the offices of the American Arbitration Association in
      The
      Commonwealth of Pennsylvania, in the City of Philadelphia, in accordance with
      the rules and regulations of such association prevailing at the time of the
      demand for arbitration by either party hereto; provided, however, that the
      arbitrator or arbitrators shall only have the power and authority to interpret,
      and not modify or amend, the terms and provisions hereof. Judgment upon an
      award
      rendered by the arbitrator or arbitrators may be entered in any court having
      jurisdiction thereof. Notwithstanding anything contained in this Section 8,
      either party shall have the right to seek preliminary injunctive relief in
      any
      court in the City of Philadelphia in aid of (and pending the final decision)
      the
      arbitration proceeding.

     

    9. ENTIRE
      AGREEMENT.
      This
      Agreement sets forth the entire agreement of the parties and is intended to
      supersede all prior negotiations, understandings and agreements with respect
      to
      the subject matter hereof. No provision of this Agreement may be waived or
      changed, except by a writing signed by the party to be charged with such waiver
      or change.

     

    10. SUCCESSORS;
      BINDING AGREEMENT.
      This
      shall inure to the benefit of, be binding upon and enforceable by GRT and GPLP,
      their successors and assigns, and the Executive and the Executive’s personal or
      legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11. NOTICES.
      All
      notices provided for in this Agreement shall be in writing, and shall be deemed
      to have been duly given when delivered personally to the party to receive the
      same, when given by telex, telegram or mailgram, or when mailed first class
      postage prepaid, by registered or certified mail, return receipt requested,
      addressed to the party to receive the same. All notices shall be deemed to
      have
      been given as of the date of personal delivery, transmittal or mailing
      thereof.

     

    12. SEVERABILITY.
      If any
      provision in this Agreement is determined to be invalid, it shall not affect
      the
      validity or enforceability of any of the other remaining provisions
      hereof.

     

    13. GRT
      EXCULPATION.
      This
      Agreement and all documents, agreements, understandings and arrangements
      relating to the matters described herein have been executed by the undersigned
      representative of GRT in his/her capacity as an officer or trustee of GRT which
      has been formed as a Maryland real estate investment trust pursuant to the
      Amended and Restated Declaration of Trust of GRT, as amended, and not
      individually, and neither the trustees, officers or shareholders of GRT shall
      be
      bound or have any personal liability hereunder or thereunder. The Executive
      shall look solely to the assets of GRT for satisfaction of any liability of
      GRT
      in respect to this Agreement and all documents, agreements, understandings
      and
      arrangements relating to this transaction and will not seek recourse or commence
      any action against any of the trustees, officers or shareholders or GRT or
      any
      of their personal assets for the performance or payment of any obligation
      hereunder or thereunder. The foregoing shall also apply to any future documents,
      agreements, understandings, arrangements and transactions between the parties
      hereto.

     

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

     

    


    GLIMCHER
      REALTY TRUST

     

    


    By: 
      /s/
      Michael P.
      Glimcher                              
      

    Michael
      P. Glimcher, President & Chief Executive

    Officer

    


    GLIMCHER
      PROPERTIES LIMITED PARTNERSHIP

    


    BY:
      GLIMCHER PROPERTIES CORPORATION, its General
      Partner

    


    


    By: 
       /s/
      Michael P.
      Glimcher                
      

    Michael
      P. Glimcher, President & Chief Executive 

    Officer

    


    


    EXECUTIVE:

    


     

    


    /s/
      Robert F.
      Beffa                    
      

    Robert
      F.
      Beffa