Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of April 21,
2008, but shall be effective, nunc pro tunc, as of January 1, 2008, by and
between INLAND REAL ESTATE CORPORATION, a Maryland corporation (the "Company"),
and Beth Sprecher Brooks (the "Executive").
RECITALS:
A.
The Company is a real estate investment
trust which owns, operates and acquires neighborhood retail centers and
community centers within an approximate 400 mile radius of its headquarters in
Oak Brook, Illinois (the "Business").
B.
Executive has served as the Company's
General Counsel pursuant to an employment agreement, effective as of January 1,
2007, by and between the Company and Executive and during her 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 as of January 1,
2008.
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 her 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, 2008 (THE
"EFFECTIVE DATE"), EXECUTIVE SHALL SERVE AS GENERAL COUNSEL, VICE PRESIDENT AND
SECRETARY 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 (COLLECTIVELY,
"AFFILIATES"), AS MAY BE REQUESTED BY THE COMPANY.
1.2
ACTIVITIES AND DUTIES DURING EMPLOYMENT.
EXECUTIVE REPRESENTS AND WARRANTS TO THE COMPANY THAT SHE IS FREE TO ENGAGE IN
FULL-TIME EMPLOYMENT WITH THE COMPANY, AND THAT SHE HAS NO PRIOR OR OTHER
COMMITMENTS OR OBLIGATIONS OF ANY KIND TO ANYONE ELSE WHICH WOULD HINDER OR
INTERFERE WITH HER ACCEPTANCE OF HER OBLIGATIONS UNDER THIS AGREEMENT, OR THE
EXERCISE OF HER 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 HER BUSINESS TIME,
ATTENTION AND EFFORTS TO THE FAITHFUL