EXHIBIT 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 17th day of May,
2004, by and between INLAND REAL ESTATE CORPORATION, a Maryland corporation (the
"Company" or sometimes referred to herein as "IREC"), and BRETT A. BROWN (the
"Executive").
RECITALS:
A.
The Company is Inland Real Estate Corporation, a real estate
investment trust which owns, operates and acquires neighborhood retail centers
and community centers within approximately a 400 mile radius of its headquarters
in Oak Brook, Illinois (the "Business").
B.
The Company is desirous of assuring itself of the availability of
the talents and abilities of Executive, by entering into a written employment
agreement with Executive on the terms and conditions contained herein.
C.
Executive is desirous of continuing to provide services to the
Company on the terms and conditions herein.
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 EXECUTIVE, AND EXECUTIVE HEREBY ACCEPTS
EMPLOYMENT, UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
EFFECTIVE AS OF MAY 17, 2004 (THE "EFFECTIVE DATE"), EXECUTIVE SHALL SERVE AS
THE COMPANY'S VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, WITH DUTIES
COMMENSURATE WITH THE POSITIONS 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 CONTROLLED BY THE COMPANY, OR ITS AFFILIATES
(INDIVIDUALLY AN "AFFILIATE" COLLECTIVELY THE "AFFILIATES"), AS MAY BE REQUESTED
BY THE COMPANY FROM TIME TO TIME.
1.2
ACTIVITIES AND DUTIES DURING EMPLOYMENT.
EXECUTIVE REPRESENTS AND
WARRANTS TO THE COMPANY THAT HE IS FREE TO ENTER INTO THIS AGREEMENT WITH THE
COMPANY AND TO PERFORM HIS OBLIGATIONS HEREUNDER.
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 LEGAL RULES AND POLICIES WHICH THE COMPANY
AND/OR THE AFFILIATES HAS OR HAVE ADOPTED OR MAY ADOPT FROM TIME TO TIME; 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 THE
AFFILIATES.
ARTICLE II
TERM
2.1
TERM/RENEWAL.
THE TERM OF EMPLOYMENT UNDER THIS AGREEMENT SHALL
COMMENCE ON THE EFFECTIVE DATE AND SHALL LAST FOR A PERIOD THAT EXPIRES ON
DECEMBER 31, 2005 (THE "INITIAL TERM").
THIS AGREEMENT MAY BE RENEWED FOR
CONSECUTIVE ONE-YEAR TERMS SOLELY BY WRITTEN NOTICE OF THE COMPANY NOT LESS THAN
TWENTY (20) DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT TERM.
THE TERM OF
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY ALSO BE TERMINATED AS PROVIDED IN
SECTION 2.2 (THE INITIAL TERM, AS IT MAY BE EXTENDED OR TERMINATED, IS HEREIN
REFERRED TO AS THE "EMPLOYMENT TERM").
2.2
TERMINATION.
THE EMPLOYMENT TERM, EXECUTIVE'S EMPLOYMENT AND,
EXCEPT AS PROVIDED HEREIN, THE OBLIGATIONS OF EACH PARTY MAY BE TERMINATED AS
FOLLOWS: