Exhibit 10.1
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of April 9, 2003, by and between Vornado Realty Trust (the
"Company") and Mitchell N. Schear ("Employee").
WHEREAS, the Company, the Employee, Gretchen Dudney, Laurie Kramer, Paul Sowter,
Patrick Tyrrell, John Nicolosi and Amy Schear have entered into a Contribution
Agreement dated April 9, 2003 (the "Contribution Agreement"), in accordance with
which the Company will acquire all of the membership interests in Kaempfer
Management Services, LLC ("KMS"), and The Kaempfer Company, Inc. as well as the
Kaempfer Ownership Entities and the Waterfront Option (as such terms are defined
in the Contribution Agreement);
WHEREAS, Employee currently serves as President of KMS; and
WHEREAS, the Company wishes to secure the continued services of Employee to the
Company following the completion of the transactions authorized by the
Contribution Agreement;
NOW THEREFORE, in consideration of the premises and the mutual covenants set
forth below, the parties hereby agree as follows:
1.
EMPLOYMENT.
THE COMPANY HEREBY AGREES TO EMPLOY EMPLOYEE AS
PRESIDENT OF THE CHARLES E. SMITH COMMERCIAL REALTY DIVISION OF THE COMPANY (THE
"SMITH DIVISION") AND PRESIDENT OF KMS AND EMPLOYEE HEREBY ACCEPTS SUCH
EMPLOYMENT, ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
2.
TERM.
THE PERIOD OF EMPLOYMENT OF EMPLOYEE BY THE COMPANY
HEREUNDER (THE "EMPLOYMENT PERIOD") SHALL COMMENCE AS OF THE CLOSING DATE (AS
SUCH TERM IS DEFINED IN THE CONTRIBUTION AGREEMENT, HEREINAFTER REFERRED TO AS
THE "COMMENCEMENT DATE"), AND SHALL CONTINUE UNTIL THE FOURTH ANNIVERSARY
THEREOF; PROVIDED THAT COMMENCING ON THE FOURTH ANNIVERSARY OF THE COMMENCEMENT
DATE, AND UPON EACH SUBSEQUENT ANNIVERSARY OF THE COMMENCEMENT DATE, THE
EMPLOYMENT PERIOD SHALL BE AUTOMATICALLY EXTENDED FOR ONE (1) ADDITIONAL YEAR
UNLESS EITHER PARTY GIVES WRITTEN NOTICE NOT TO EXTEND THIS AGREEMENT PRIOR TO
THREE (3) MONTHS BEFORE SUCH EXTENSION WOULD OTHERWISE BE EFFECTUATED.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY SET FORTH HEREIN, IN
THE EVENT EMPLOYEE'S EMPLOYMENT EARLIER TERMINATES IN ACCORDANCE WITH SECTION 6,
THE EMPLOYMENT PERIOD SHALL END UPON SUCH EARLIER TERMINATION.
3.
DUTIES AND RESPONSIBILITIES.
DURING THE EMPLOYMENT PERIOD,
EMPLOYEE WILL SERVE AS PRESIDENT OF THE SMITH DIVISION IN CHARGE OF THE
COMPANY'S WASHINGTON, D.C. METROPOLITAN AREA OFFICE DIVISION, WILL PERFORM OTHER
EXECUTIVE DUTIES ON BEHALF OF THE COMPANY CONSISTENT WITH HIS POSITION AND SHALL
REPORT TO THE PRESIDENT OF THE COMPANY, OR SUCH OTHER SENIOR OFFICER OF THE
COMPANY AS DESIGNATED BY THE PRESIDENT OR
1
CHIEF EXECUTIVE OFFICER OF THE COMPANY.
IN ADDITION, EMPLOYEE SHALL INITIALLY
SERVE AS PRESIDENT OF KMS AND SHALL CONTINUE IN SUCH POSITION FOR A PERIOD TO BE
DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION.
EMPLOYEE SHALL DEVOTE
SUBSTANTIALLY ALL OF HIS WORKING TIME, ATTENTION AND ENERGIES DURING NORMAL
BUSINESS HOURS (OTHER THAN ABSENCES DUE TO ILLNESS OR VACATION) TO THE
PERFORMANCE OF HIS DUTIES FOR THE COMPANY.
NOTWITHSTANDING THE FOREGOING OR
ANYTHING TO THE CONTRARY SET FORTH HEREIN, EMPLOYEE SHALL, DURING THE TERM OF
THIS AGREEMENT, HAVE THE RIGHT TO ENGAGE IN ITEMS 6 AND 7 ON THE LIST OF
"EXCLUDED ACTIVITIES" PROVIDED