Exhibit
10.18


 


Heritage Property Investment Trust,
Inc.

535 Boylston Street

Boston, MA 02116


 


 


June 16, 2003


 


 


Personal and
Confidential

By Hand


 


Gary Widett

4 Webster Circle

Sudbury, MA 01776


 


Re:                             Separation
Agreement


 


Dear Gary:


 


As we discussed with respect
to your departure from Heritage Property Investment Trust, Inc., its affiliates
and subsidiaries (“Heritage”), your employment with Heritage will end effective
September 1, 2003  (the “Separation Date”). 
The purpose of this letter is to resolve all outstanding issues and set
forth our agreement with respect to your separation (the “Agreement”).  This Agreement is intended to supersede and
replace in all respects the Severance Agreement, between Heritage and you,
dated as of August 28, 2002 (the “Severance Agreement”).  Any defined terms used herein that are not
defined herein are to have the meanings given to those terms in the Severance
Agreement.


 


Under this Agreement, you
and Heritage agree as follows:


 


1.                                       Termination
of Employment.  Heritage will treat
your separation as a termination of employment without “Cause”.  Except as otherwise provided in this
Agreement, no compensation or benefits, other than those listed below, will
accrue or be owing in any respect of any period after the Separation Date, and
no other liability of either Heritage or you, of any kind, will accrue on
account of the termination of your employment.


 


2.                                       Salary
and Bonus Payments.  In connection
with your separation of employment, you will be entitled to the following
payments:


 


(a)                                  Accrued
Salary.  Heritage will continue to
pay your salary through the Separation Date, consistent with Heritage’s regular payroll procedures.  Additionally, immediately following your
Separation Date, Heritage will pay you all
your unused, accrued vacation time in the amount of $25,385, equivalent of 4
weeks of vacation.  All payments under
this section will be


 

















 


Gary Widett

June 16, 2003


 


based on your 2003 base
rate of pay (i.e., $330,000) less the deductions required by law.


 


(b)                                 Additional
Salary Payment.  Heritage agrees to
pay you an additional amount of $495,000, which is the equivalent of 18 months
of your 2003 base rate of pay (i.e., $330,000), less the deductions required by
law.


 


(c)                                  Bonus
Payment.  Heritage agrees to pay you
a bonus payment of $392,000, which is the equivalent of 21 months of your
average annual bonus during the past three fiscal years, less the deductions
required by law.


 


(d)                                 Method of Payment.  One half
of the total payments provided for in Section 2 (b) – (c) hereof, as
applicable, i.e. $443,500, shall be made as salary continuation, net of
tax withholding, payable in equal installments at Heritage’s regular payroll
periods and in accordance with its regular payroll practices, continuing for
the 18-month period following the Separation Date.  The remaining $443,500,
net of tax withholding, shall be made in a cash lump-sum payment upon the Separation Date.


 


3.                                       Other Benefits.


 


(a)                                  Insurance
Benefits.  Heritage shall continue
to provide you with your current Health
($1,300 per month), Dental ($115 per month) and Group Life Insurance ($50 per
month) benefits for 18 months following the Separation Date, to the
extent available under Heritage current insurance policies.  To the extent coverage is not available
under current policies, Heritage will reimburse you for the reasonable costs
(as set forth above) of such benefits directly.  Heritage shall continue to provide you with Short-term and Long-term Disability Insurance
($115 per month) benefits through the Separation Date.  To the extent you become entitled to
comparable coverage under the insurance plan of another employer, including a
partnership, following the Separation Date, no benefit provided under this
provision will be provided to you.


 


(b)                                 SERP.  As of the Separation Date, you
will cease to accrue any additional benefit under Heritage’s Supplemental
Executive Retirement Plan (“SERP”).  You
will, however, be eligible to receive benefits under the SERP following your
65th birthday, in accordance with the terms and conditions of the SERP.  Alternatively, within 30 days of the
Separation Date, you may elect to receive payment of your vested SERP benefits,
commencing at any time, in accordance with the terms and conditions of the SERP.  For your information, if you choose to make
such an election before your 65th birthday, the SERP payment will be
actuarially reduced in


 


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accordance with the SERP.  A copy
of the SERP, which details options for distributions, is attached hereto as Exhibit
A.


 


(c)                                  401k Plan.  Heritage will provide you with
the maximum allowable contribution with respect to your Heritage 401(k)
account for 2003.  Following the Separation Date, you will cease accruing amounts in
your 401(k) as you will no longer be employed by Heritage.  Following the Separation Date, you will be
entitled to transfer your account balance or take a distribution according to
Plan rules and procedures.


 


(d)                                 Automobile.  Heritage will allow you to retain the
automobile that Heritage has leased on your behalf through the expiration of
the lease on June 21, 2003, and for an additional period through the Separation
Date.  Heritage will take the steps
necessary to extend the lease through the Separation Date.  On or before the Separation Date, you must
return the car subject to the lease to Heritage.  For the lease period ending on the Separation Date, Heritage will
continue paying one hundred percent (100%) of the lease and insurance payments,
as well as the appropriate excise tax. 
Immediately following the Separation Date, Heritage will pay you the
equivalent of $1,000 per month for 18 months, less the deductions required by
law, so that you may purchase or lease an equivalent automobile and appropriate
insurance.  The payments will be made at
Heritage’s regular payroll periods and in accordance with its regular payroll
practices.


 


(e)                                  Outplacement
Services.  In lieu of providing you
with professional outplacement services, immediately
following the effective date of this
Agreement, which is the day immediately following the expiration of the seven
(7) day revocation period referred to in Section 24 hereof (“the Effective
Date”), Heritage will pay you $5,000,
less the deductions required by law, in a cash lump-sum payment.


 


(f)                                    Expense
Reimbursement.  Heritage will reimburse you for any unpaid, reasonable
business expenses incurred by you up to the date of this Agreement upon
delivery by you to Heritage of appropriate back-up documentation.


 


4.                                       Equity
Compensation.  With respect to your
shares of common stock and stock options, the following provisions will apply:


 


(a)                                  Vested
Stock Options.  As of the date of
this Agreement, you hold vested options to purchase 220,000 shares of Heritage
common stock under Heritage’s Amended and Restated 2000 Equity Incentive
Plan.  All of these options are
currently exercisable by you at an exercise price of $25.00 per share.  The
Equity Incentive Plan provides that these options


 


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will continue to be exercisable by you for ninety (90)
days following the Effective Date of this Agreement; provided, however,
that, as a result of the fact that you are in possession of material,
non-public information about Heritage as of the date of this Agreement, you are
not currently permitted under Heritage’s Insider Trading Policy to engage in
transactions in Heritage common stock while you are in possession of such
information.  Therefore, these options
will continue to be exercisable by you for ninety (90) days following the date
on which Heritage notifies you in writing that you are no longer prohibited
under Heritage’s Insider Trading Policy from engaging in transactions in
Heritage common stock.  Heritage
is currently pursuing the implementation for all Heritage employees of a
so-called “cashless” exercise method to permit you to exercise these options
and the options referred to in (b) below by the payment of the exercise price
either through the surrender of other stock or options or with the cash
proceeds from the sale of the shares acquired upon exercise of the
options.  We anticipate that this plan
will be implemented and will be available to optionholders shortly.  As outlined above, once you are able to sell
shares on the open market (i.e., once you are no longer in possession of
material, non-public information about Heritage), you will be able to
participate in this program.  To the
extent that you incur any federal or state taxes in connection with the
exercise of these options and/or the sale of any shares in connection with the
exercise, you will be required to pay or Heritage will withhold those taxes.


 


(b)                                 Unvested
Stock Options.  As of the date of
this Agreement, you also hold unvested options to purchase 130,000 shares of
Heritage common stock under the Equity Incentive Plan, of which 50,000 options
are exercisable at an exercise price of $25.00 per share, and 80,000 options
are exercisable at an exercise price of $24.36 per share.  These options are not yet exercisable.  However, Heritage agrees to accelerate the
vesting of all of these options so that they will be immediately exercisable
from and after the Effective Date of this Agreement and for the same period of
time as the options referred to in (a) above. 
As with your vested options, Heritage anticipates that a cashless
exercise method of exercising these options will be available to you.  To the extent that you incur any federal or
state taxes in connection with the acceleration of these unvested options, the exercise
of these options and/or the sale of any shares in connection with the exercise,
you will be required to pay or Heritage will withhold those taxes.


 


(c)                                  Unrestricted
Shares of Common Stock.  Heritage’s
records indicate that as of the date of this Agreement, you own 62,479 shares
of common stock free and clear of any restriction or risk of forfeiture.  You will be entitled to retain these shares
of common stock following the Separation Date.


 


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(d)                                 2002
Performance Shares.  In March 2003,
you were issued 18,000 shares of common stock under the Equity Incentive Plan
relating to your 2002 performance. 
These shares are subject to transfer restrictions and risk of
forfeiture, which will not terminate completely until January 2006.  However, Heritage agrees to accelerate the
termination of these restrictions to the Separation Date so that as of the
Separation Date, you will own these shares free and clear of any
restrictions.  To the extent that you
incur any federal or state taxes in connection with the early termination of
these restrictions, you will be required to pay or Heritage will withhold those
taxes.  You agree that you are not
entitled to any performance shares for 2003.


 


(e)                                  Special
Stock Awards.  In July 2002, the
Heritage Board of Directors approved the issuance to you of 20,000 restricted
shares of common stock as part of an overall award to members of senior
management of Heritage.  In addition,
the Board of Directors also reserved an additional 80,000 restricted shares of
common stock for possible future issuance to you over four years, subject to
your continued employment and other terms and conditions.  The restrictions on the first 20,000 share
award have terminated and these shares are included in your total described in
(c) above.  In March 2003, you were
awarded the second installment of 20,000 restricted shares.  The restrictions on these shares will not
terminate until March 2004.  However,
Heritage agrees to accelerate the termination of these restrictions to the
Separation Date so that as of the Separation Date, you will own these shares
free and clear of any restrictions.  To
the extent that you incur any federal or state taxes in connection with the
early termination of these restrictions, you will be required to pay those taxes.  You agree that you are not entitled to any
further installments of these special stock awards.


 


(f)                                    Schedules.  Schedules of the above stock and options
with their respective vesting dates are attached hereto as Exhibit B.


 


5.                                       Resignation
as an Officer and Director and Press Release.  Effective immediately by your signing this Agreement, you resign
from your positions as an officer and/or director of Heritage and its
subsidiaries.  Heritage will issue a press
release concerning your departure in the form attached hereto as Exhibit C.


 


6.                                       Cooperation In Future Matters.  You
hereby agree that up to and following the date of this Agreement, you shall
cooperate with Heritage’s reasonable requests relating to matters that pertain
to your employment by Heritage, including, without limitation, providing
information, limited consultation and/or transition assistance as to such
matters, participating in legal proceedings (including but not limited to any
proceedings related to the pending action, Paul J. Donahue, et al. v. Heritage
Property Investment Trust, Inc., Suffolk Superior Court, Civil
Action


 


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Number 01-5006-A), investigations or audits on behalf of
Heritage, or otherwise making yourself reasonably available to Heritage for
other related purposes.  Any such
cooperation shall be performed at times scheduled taking into consideration
your other commitments.  Additionally,
you shall be compensated at a reasonable hourly or per  diem rate
to be agreed by the parties for any such cooperation performed following the
Separation Date.  Following the
Separation Date, you shall not be required to perform such cooperation to the
extent it conflicts with any requirements of exclusivity of service for another
employer or otherwise, nor in any manner that in your good faith belief of
would conflict with your rights under or ability to enforce this Agreement.


 


7.                                       Mutual Non
Disparagement.  From and after the
date of this Agreement, you shall not make any remarks, statements or comments
to any third party disparaging the integrity or reputation of Heritage and its
subsidiaries and their respective employees, officers, directors, affiliates
and principal shareholders.  From and
after the date of this Agreement, Heritage will not, and will use its best
efforts to cause its and its subsidiaries’ employees officers, directors and
principal shareholders (and the officers and directors of such principal
shareholders) not to, make any remarks, statements or comments to any third party
disparaging your integrity or reputation.


 


8.                                       Restrictive Covenants


 


(a)                                  General.  You and Heritage understand and
agree that the purpose of the provisions of this Section 8 is to protect
legitimate business interests of the Heritage, as more fully described below,
and is not intended to impair or infringe upon your right to work, earn a
living, or acquire and possess property from the fruits of your labor.  You hereby acknowledge that the
post-employment restrictions set forth in this Section 8 are reasonable and
that they do not, and will not, unduly impair your ability to earn a living
after Separation Date.  Therefore,
subject to the limitations of reasonableness imposed by law upon restrictions
set forth herein, you shall be subject to the restrictions set forth in this
Section 8.


 


(b)                                 Definitions.  The following terms in
quotations used in this Section 8 shall have the meanings assigned to them
below, which definitions shall apply to both the singular and the plural forms
of such terms:


 


“Confidential  Information” means any confidential or
proprietary information possessed by Heritage or its affiliates or
subsidiaries, including without limitation, any confidential “know-how”,
customer lists, details of client or consultant contracts, current and anticipated
customer requirements, pricing policies, price lists, market studies, business
plans, operational methods, marketing plans or strategies, product development


 


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techniques or plans, computer software programs (including object code
and source code), data and documentation, data base technologies, systems,
structures and architectures, inventions and ideas, past, current and planned
research and development, compilations, devices, methods, techniques,
processes, financial information and data, business acquisition plans, new
personnel acquisition plans and any other information that would constitute a
trade secret under the common law or statutory law of the State of
Massachusetts.


 


“Determination
Date” means your Separation Date or any earlier date (during the
Restricted Period) of an alleged breach of the Restrictive Covenants by you.


 


“Person”
means any individual or any corporation, partnership, joint venture,
association or other entity or enterprise.


 


“Principal
or Representative” means a principal, owner, partner, shareholder, joint
venturer, member, trustee, director, officer, manager, employee, agent,
representative or consultant.


 


“Protected
Employees” means employees of Heritage or its affiliated companies who
were employed by Heritage or its affiliated companies at any time within six
(6) months prior to the Determination Date.


 


“Restricted
Period” means a period beginning as of the date of this Agreement and
extending two (2) years from the Separation Date.


 


“Restrictive
Covenants” means the restrictive covenants contained in Section 8(c) -
(e) hereof.


 


(c)                                  Restriction on Disclosure and Use of Confidential
Information.  You understand and agree that the
Confidential Information constitutes a valuable asset of Heritage and its
affiliated entities, and may not be converted to your own use.  Accordingly, you hereby agree that you shall
not, directly or indirectly, at any time, reveal, divulge or disclose to any  Person
not expressly authorized by Heritage any Confidential Information, and you
shall not, directly or indirectly, use or make use of any Confidential
Information in connection with any business activity other than that of
Heritage.  The parties acknowledge and
agree that this Agreement is not intended to, and does not, alter either
Heritage’s rights or your obligations under any state or federal statutory or
common law regarding trade secrets and unfair trade practices.


 


(d)                                 Non-solicitation of Protected Employees.  You
understand and agree that the relationship between Heritage and each of its
Protected Employees


 


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constitutes
a valuable asset of Heritage and may not be converted to your own use.  Accordingly, you hereby agree that during
the Restricted Period you shall not directly or indirectly on your own behalf
or as a Principal or Representative of any Person solicit any Protected
Employee to terminate his or her employment with Heritage.


 


(e)                                  Noninterference with Company Opportunities.  You
understand and agree that all shopping center and other investment
opportunities with which you were involved during your employment with Heritage
constitute valuable assets of Heritage and its affiliated entities, and may not
be converted to your own use. 
Accordingly, you hereby agree that during the Restricted Period, you
shall not directly or indirectly on your own behalf or as a Principal or
Representative of any Person, interfere with, solicit, pursue, or in any way
make use of any such opportunities.


 


(f)                                    Exceptions from Disclosure Restrictions. 
Anything herein to the contrary notwithstanding, you shall not be
restricted from disclosing or using Confidential Information that: (i) is or
becomes generally available to the public other than as a result of an
unauthorized disclosure by you or his agent; (ii) becomes available to you in a
manner that is not in contravention of applicable law from a source (other than
Heritage or its affiliated entities or one of its or their officers, employees,
agents or representative) that is not bound by a confidential relationship with
Heritage or its affiliated entities or by a confidentiality or other similar
agreement; (iii) was known to you on a non-confidential basis and not in
contravention of applicable law or a confidentiality or other similar agreement
before its disclosure to you by Heritage or its affiliated entities or one of
its or their officers, employees, agents or representatives; or (iv) is
required to be disclosed by law, court order or other legal process; provided,
however, that in the event disclosure is required by law, court order or
legal process, any disclosure or use shall be limited to the extent that
disclosure or use is required by law, court order or other legal process and
you shall provide Heritage with prompt notice of such requirement so that
Heritage may seek an appropriate protective order prior to any such required
disclosure by you.


 


9.                                       Rights and Remedies Upon Breach.  In the
event you breach, or threaten to commit a breach of, any of the provisions of
Sections 7 or 8 hereof, Heritage shall have the right and remedy to enjoin,
preliminarily and permanently, you from violating or threatening to violate the
provisions of Sections 7 or 8 hereof and to have the provisions of Sections 7
or 8 hereof specifically enforced by any court of competent jurisdiction, it
being agreed that any breach or threatened breach of the provisions of Sections
7 or 8 hereof would cause irreparable injury to Heritage and that money damages
would not provide an adequate remedy to Heritage.  The


 


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rights
referred to in the preceding sentence shall be independent of any others and
severally enforceable, and shall be in addition to, and not in lieu of, any
other rights and remedies available to Heritage at law or in equity. You
acknowledge and agree that the Restrictive Covenants of Section 8 are
reasonable and valid in time and space and in all other respects.


 


10.                                 Return of Documents
and Property.  In signing this
Agreement, you represent that you have returned to Heritage any and all
documents, materials and information related to the business, whether present
or otherwise, of Heritage and its subsidiaries and affiliates, and all copies,
and all keys, credit cards, computers, phone and other tangible property of
Heritage and its subsidiaries and affiliates, in your possession or control,
other than the automobile provided to you by Heritage consistent with the terms
hereof.


 


11.                                 Mutual Release.  By accepting the terms of this Agreement and
signing in the space provided at the end of this agreement:  You hereby release and forever discharge and
hold Heritage and its subsidiaries, their respective current and former employees,
officers, directors, shareholders, representatives, successors, insurers,
attorneys and affiliates harmless from all claims or suits, of any nature
whatsoever, present or future, being directly or indirectly related to your
employment or the termination of such employment with Heritage and specifically
but without limitation including any claims for notice, pay in lieu of notice,
wages, salary, wrongful dismissal, breach of contract, severance pay, bonus,
overtime pay, incentive compensation, equity compensation, vacation pay, or
claims pertaining to Heritage stock options, stock or employee benefits
plans.  Heritage, for itself and on
behalf of its subsidiaries and affiliates, hereby releases and forever
discharges and holds you and your successors and heirs, and your insurers,
attorneys and affiliates harmless from all claims or suits, of any nature
whatsoever, present or future, being directly or indirectly related to your
employment or the termination of such employment with Heritage.  Each of Heritage and you also agrees not to
file a lawsuit asserting any such claims. 
This Release includes, but is not limited to, contract and tort claims,
claims growing out of any legal restriction on Heritage’s right to terminate
its employees and claims or rights under federal, state, and local laws
prohibiting employment discrimination, including but not limited to Title VII
of the Civil Rights Act, the Americans with Disabilities Act, and the Age
Discrimination in Employment Act of 1967, as amended by the Older Workers
Benefit Protection Act of 1990, which arose before the date this Agreement is
signed.  You agree that Heritage has
furnished you with adequate consideration in exchange for this Release.  Each of Heritage and you agrees that these
terms represent a full and final settlement of any and all claims you or
Heritage may have arising out of your employment with Heritage, except that
this Release shall not release or affect any vested rights you or Heritage may
have under the terms of this Agreement or any vested right you may have under
the Heritage Property Investment Trust, Inc.’s Amended and


 


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Restated 2000 Equity
Incentive Plan or Heritage’s 401k plan.


 


You understand that nothing in this Agreement and Release shall be
construed to affect the Equal Employment Opportunity Commission’s
(“Commission”) independent right and responsibility to enforce the law.  You understand, however, that, while this
Agreement and Mutual Release does not affect your right to file a charge or
participate in an investigation or proceeding conducted by the Commission, it
does bar any claim you might have to receive monetary damages in connection
with any Commission proceeding concerning matters covered by this Agreement and
Release.


 


12.                                 Further Assurances.  Each party shall execute and deliver all
such further documents and instruments and do all acts and things as the other
party may after the date hereof reasonably require to carry out or better
evidence or perfect the full intent and meaning of this Agreement.


 


13.                                 Indemnification.


 


(a)                                  Following the date of this Agreement, Heritage
agrees that it will, indemnify and hold harmless you, against any costs or
expenses (including attorneys’ fees), judgments, fines, losses, claims,
damages, liabilities or amounts paid in settlement incurred in connection with
any claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of or pertaining to matters
existing or occurring at or prior to the date of this Agreement, whether
asserted or claimed prior to, at or after the date of this Agreement (other
than pertaining to your breach of any agreements with Heritage, including
without limitation to the provisions of Sections 7 or 8 hereof), to the fullest
extent that Heritage would have been permitted under Maryland law and its
certificate of incorporation or bylaws in effect on the date hereof to
indemnify you (and Heritage shall also advance expenses as incurred to the
fullest extent permitted under applicable law, provided you provides an
undertaking to repay advances if it is ultimately determined that you are not
entitled to indemnification).


 


(b)                                 The provisions of this Section 13 are intended to
be an addition to the rights otherwise available to you by law, charter,
statute, bylaw or separate agreement between Heritage and you.


 


14.                                 Successors, Binding Agreement.  This
Agreement shall be binding upon and inure to the benefit of Heritage and its
successors and permitted assigns.  This Agreement shall inure to the benefit of and
be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devises and legatees.


 


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15.                                 Notice.  Any notice required or permitted
to be given by this Agreement shall be effective only if in writing, delivered
personally against receipt therefor or mailed by certified or registered mail,
return receipt requested, to the parties at the addresses hereinafter set
forth, or at such other places that either party may designate by notice to the
other.  Notice to Heritage shall be
addressed to:


 


Heritage
Property Investment Trust, Inc.

535 Boylston Street

Boston, MA 02116

Attn: President


 


Notice
to you shall be addressed to you at your last residence shown on the records of
Heritage.  All such notices shall be
deemed effectively given (i) if delivered personally, when received, (ii) if
sent by overnight courier, when receipted for, and (iii) if mailed, two (2)
days after being mailed as described above.


 


16.                                 Modifications and Waivers.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by you and
such officer of Heritage as may be specifically designated by the Board.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.


 


17.                                 Governing Law.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the
internal substantive laws of the Commonwealth of Massachusetts.


 


18.                                 Severability.  If any provision of this
Agreement, including all or any portion of the Restrictive Covenants, is or
becomes invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired and
shall be given full effect, without regard to the invalid portions.


 


19.                                 Survival.  Provisions of this Agreement shall survive
any termination if so provided herein or if necessary or desirable fully to
accomplish the purposes of such provision, including without limitation your
obligations under Sections 6, 7, 8 and 11 hereof.


 


20.                                 Counterparts.  This Agreement may be executed
in several counterparts, each of which shall  be deemed to be an original but all of
which together will constitute one and the same instrument.


 


21.                                 Effect of Headings.  The introduction and paragraph headings in
this Agreement


 


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are for convenience of
reference only and shall not affect the construction hereof.


 


22.                                 Arbitration.  Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator’s award in any court having
jurisdiction.


 


23.                                 Payment Of Legal Fees.  Heritage
agrees to pay you the reasonable legal fees and expenses incurred by you in
connection with the negotiation and execution of this Agreement, subject to a
maximum amount of $20,000, provided that none of the fees and expenses will be
utilized for litigation or other adverse action against Heritage and provided
delivery by you to Heritage of appropriate back-up documentation.


 


24.                                 Acknowledgments
and Return Date.  This is an
important legal document, and you should consult with an attorney of your own
choice in deciding whether to accept this offer.  In signing this agreement, you give Heritage assurance that you
have had a full and reasonable opportunity to consider its terms; that you have
read and understood all of those terms; and that your acceptance of this
Agreement is freely and voluntarily given.


 


If the terms of
this Agreement are acceptable to you, please sign and return this letter to me
no later than twenty-one (21) days from the date you receive it.  You may revoke this Agreement at any time
during the seven-day period immediately following the date of your signing.  If you do not revoke this Agreement, then,
at the expiration of that seven-day period, this Agreement shall take effect as
a legally binding agreement between you and Heritage on the basis set forth
above.  The enclosed copy of this
letter, which you should also sign and date, is for your records.


 


25.                                 Entire Agreement.  This
Agreement, the Exhibits hereto and the Mutual Release referred to in Section 11
above set forth the entire understanding of the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and understandings,
whether written or oral, express or implied, including but not limited to the
Severance Agreement.  There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements, express, implied or statutory, between the parties other than as
expressly set forth in this Agreement, the Exhibits hereto and the Mutual
Release.


 


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  Very truly yours,

  
	
   

  
	
   

  	
  Heritage Property
  Investment Trust, Inc.,

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C. Prendergast

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas C. Prendergast

  
	
   

  	
   

  	
  Title:

  	
  Chairman, President
  Chief

  
	
   

  	
   

  	
   

  	
  Executive Officer

  
					



 


 


I, the undersigned, having had the time to reflect,
and having actually consulted with counsel of my choosing, freely accept the
above terms of my separation.  I
acknowledge and agree that no representative of Heritage has made any
representation to or agreement with me relating to this Agreement which is not
contained in the express terms of this Agreement.  I acknowledge and agree that my execution and delivery of this
Agreement is based upon my independent review of this Agreement.


 


	
  Witness:

  	
  Accepted and agreed:

  
	
   

  
	
  /s/ Gary R. Greenberg

  	
   

  	
  /s/ Gary Widett

  	
   

  
	
   

  	
  Gary Widett

  
	
   

  
	
  Date:  June 17, 2003

  	
  Date:  June 17, 2003

  
				



 


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