Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of December 20, 2005 (the "Effective
Date"), by and between MARK R. KELLER (the "Executive") and REPUBLIC PROPERTY
TRUST (the "Company").
WITNESSETH THAT:
WHEREAS, the Company desires to employ the Executive as Chief Executive Officer
of the Company upon the terms and subject to the conditions hereinafter set
forth; and
WHEREAS, the Executive desires to serve as the Company's Chief Executive Officer
upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1.
PERFORMANCE OF SERVICES.
THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY SHALL BE SUBJECT TO THE FOLLOWING:
(A)
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE COMPANY HEREBY AGREES
TO EMPLOY THE EXECUTIVE AS ITS CHIEF EXECUTIVE OFFICER, WITH THE TITLE OF CHIEF
EXECUTIVE OFFICER DURING THE AGREEMENT TERM (AS DEFINED BELOW), AND THE
EXECUTIVE HEREBY AGREES TO ACCEPT SUCH EMPLOYMENT DURING THE AGREEMENT TERM.
DURING THE AGREEMENT TERM, WHILE HE IS EMPLOYED BY THE COMPANY, THE EXECUTIVE
SHALL BE NOMINATED FOR ELECTION TO THE BOARD OF TRUSTEES OF THE COMPANY (THE
"BOARD"), SO LONG AS HE IS CHIEF EXECUTIVE OFFICER.
IF ELECTED TO AND SERVING
ON THE BOARD, THE EXECUTIVE AGREES TO RESIGN FROM THE BOARD EFFECTIVE ON HIS
DATE OF TERMINATION (AS DEFINED IN PARAGRAPH 3(J)), UNLESS THE EXECUTIVE AND THE
BOARD OTHERWISE AGREE.
THE "AGREEMENT TERM" SHALL INITIALLY BE THE PERIOD
BEGINNING ON THE EFFECTIVE DATE AND ENDING ON DECEMBER 31, 2009.
THEREAFTER,
THE AGREEMENT TERM WILL BE AUTOMATICALLY EXTENDED FOR 12-MONTH PERIODS, UNLESS
EITHER THE COMPANY OR THE EXECUTIVE SHALL GIVE THE OTHER PARTY NOTICE OF THE
INTENTION TO NOT EXTEND THE AGREEMENT BY OCTOBER 1, 2009 OR BY OCTOBER 1 OF ANY
SUCCEEDING YEAR, IF APPLICABLE.
(B)
DURING THE AGREEMENT TERM, WHILE THE EXECUTIVE IS EMPLOYED BY THE
COMPANY, THE EXECUTIVE SHALL DEVOTE HIS FULL TIME, ENERGIES AND TALENTS TO
SERVING AS ITS CHIEF EXECUTIVE OFFICER.
(C)
THE EXECUTIVE AGREES THAT HE SHALL PERFORM HIS DUTIES FAITHFULLY
AND TO THE BEST OF HIS ABILITIES SUBJECT TO THE DIRECTIONS OF THE BOARD.
THE
EXECUTIVE'S DUTIES MAY INCLUDE PROVIDING SERVICES FOR BOTH THE COMPANY AND THE
SUBSIDIARIES (AS DEFINED BELOW), AS DETERMINED BY THE BOARD; PROVIDED, HOWEVER,
THAT THE EXECUTIVE SHALL NOT, WITHOUT HIS CONSENT, BE ASSIGNED TASKS THAT WOULD
BE INCONSISTENT WITH THOSE OF CHIEF EXECUTIVE OFFICER OF THE COMPANY.
THE
EXECUTIVE WILL HAVE SUCH AUTHORITY, POWER, RESPONSIBILITIES AND
1
DUTIES AS ARE INHERENT TO HIS POSITION (AND THE UNDERTAKINGS APPLICABLE TO HIS
POSITION) AND NECESSARY TO CARRY OUT HIS RESPONSIBILITIES AND THE DUTIES
REQUIRED OF HIM HEREUNDER.
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"SUBSIDIARY" SHALL MEAN ANY CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP,
JOINT VENTURE OR OTHER ENTITY DURING ANY PERIOD, IN WHICH AT LEAST A MAJORITY
INTEREST IN SUCH ENTITY IS OWNED, DIRECTLY OR INDIRECTLY,