Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 1st day of
January, 2005, by and between INLAND REAL ESTATE CORPORATION, a Maryland
corporation (the "Company"), and Mark Zalatoris (the "Executive").
RECITALS:
A.
The Company is a real estate investment
trust which owns, operates and acquires neighborhood retail centers and
community centers within a 400 mile radius of its headquarters in Oak Brook,
Illinois (the "Business").
B.
Executive has served as the Company's
Operating Officer pursuant to an employment agreement, dated as of June 15,
2001, by and between the Company and Executive and during his employment
thereunder, Executive has demonstrated certain unique and particular talents and
abilities with regard to the Business.
C.
The Company desires to continue to assure
itself of the availability of the talents and abilities of Executive, by
entering into a new employment agreement to become effective January 1, 2005.
D.
Executive desires to continue to be
employed by the Company, subject to the terms, conditions and covenants
hereinafter set forth.
E.
As a condition for the Company to enter
into this Agreement, Executive has agreed to restrict his ability to enter into
competition with the Company.
NOW, THEREFORE, in consideration of the foregoing and the agreements, covenants
and conditions set forth herein, Executive and the Company hereby agree as
follows:
ARTICLE I
EMPLOYMENT
1.1
EMPLOYMENT.
(A)
THE COMPANY HEREBY EMPLOYS AND ENGAGES
EXECUTIVE, AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT, UPON THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT.
EFFECTIVE AS OF JANUARY 1, 2005 (THE
"EFFECTIVE DATE"), EXECUTIVE SHALL SERVE AS EXECUTIVE VICE PRESIDENT, CHIEF
OPERATING OFFICER AND TREASURER, WITH DUTIES COMMENSURATE WITH SUCH POSITION AND
SUCH OTHER DUTIES AND RESPONSIBILITIES AS ASSIGNED FROM TIME TO TIME BY THE
COMPANY.
(B)
IN ADDITION, EXECUTIVE SHALL PROVIDE ADVICE,
CONSULTATION AND SERVICES TO ANY OTHER ENTITIES WHICH CONTROL, ARE CONTROLLED BY
OR ARE UNDER COMMON CONTROL WITH THE COMPANY NOW OR IN THE FUTURE (TOGETHER
"AFFILIATES"), AS MAY BE REQUESTED BY THE COMPANY.
1.2
ACTIVITIES AND DUTIES DURING EMPLOYMENT.
EXECUTIVE REPRESENTS AND WARRANTS TO
THE COMPANY THAT HE IS FREE TO ENGAGE IN FULL-TIME EMPLOYMENT WITH THE COMPANY,
AND THAT HE HAS NO PRIOR OR OTHER COMMITMENTS OR OBLIGATIONS OF ANY KIND TO
ANYONE ELSE WHICH WOULD HINDER OR INTERFERE WITH HIS ACCEPTANCE OF HIS
OBLIGATIONS UNDER THIS AGREEMENT, OR THE
EXERCISE OF HIS REASONABLE COMMERCIAL EFFORTS AS AN EMPLOYEE OF THE COMPANY.
DURING THE EMPLOYMENT TERM (AS DEFINED BELOW), EXECUTIVE AGREES:
(A)
TO FAITHFULLY SERVE AND FURTHER THE
INTERESTS OF THE COMPANY IN EVERY LAWFUL WAY, GIVING HONEST, DILIGENT, LOYAL AND
COOPERATIVE SERVICE TO THE COMPANY AND ITS AFFILIATES;
(B)
TO COMPLY WITH ALL REASONABLE RULES AND
POLICIES WHICH ARE CONSISTENT WITH THE TERMS OF THIS AGREEMENT AND WHICH, FROM
TIME TO TIME, MAY BE ADOPTED BY THE COMPANY OR ITS AFFILIATES; AND
(C)
TO DEVOTE ALL OF HIS BUSINESS TIME,
ATTENTION AND EFFORTS TO THE FAITHFUL AND DILIGENT PERFORMANCE OF HIS SERVICES
TO THE COMPANY AND ITS AFFILIATES.