FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this Amendment) is entered into on February 27, 2013 (the Amendment Effective Date), by and between DDR Corp., an Ohio corporation (DDR or the Company), and Christa A. Vesy (Executive).
Executive has been and is now employed by and serving DDR as its Executive Vice President & Chief Accounting Officer. Executive and DDR are currently parties to an Employment Agreement, dated February 29, 2012 (the Current Agreement), that reflects the terms pursuant to which Executive has been serving DDR. The Board of Directors of DDR (the Board), on behalf of the Company, and Executive desire to enter into this Amendment to amend the Current Agreement to reflect the terms pursuant to which Executive will continue to be employed by and serve DDR (the Current Agreement as so amended, the Amended Agreement). Certain capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Current Agreement.
DDR and Executive agree, effective as of the Amendment Effective Date, as follows:
1. Amendment and Restatement of Section 1 of the Current Agreement. Section 1 of the Current Agreement is hereby amended and restated in its entirety as follows:
1. Employment, Term. DDR engages and employs Executive to render services in the administration and operation of its affairs as its Executive Vice President & Chief Accounting Officer, reporting directly to DDRs Chief Executive Officer (the CEO), DDRs Chief Financial Officer (CFO) or DDRs Senior Executive Vice President of Leasing and Development, as applicable, all in accordance with the terms and conditions of this Agreement, for a term extending from the Effective Date through February 28, 2014. The period of time from the Effective Date until February 28, 2014 is sometimes referred to herein as the Contract Period.
2. Amendment and Restatement of Section 3.1 of the Current Agreement. Section 3.1 of the Current Agreement is hereby amended and restated in its entirety as follows:
3.1 Base Salary. From and after the Effective Date and through February 28, 2013 while Executive is employed by DDR, DDR will pay Executive base salary (the Base Salary), in equal monthly or more frequent installments, at the rate of not less than Two Hundred Fifty-Five Thousand Dollars ($255,000) per year. From and after March 1, 2013 and through the Contract Period while Executive is employed by DDR, DDR will pay Executive Base Salary, in equal monthly or more frequent installments, at the rate of not less than Two Hundred Eighty Thousand Dollars ($280,000) per year, subject to such increases as approved by DDR.
3. Amendments to Sections 3.2 and 3.3 and Exhibit A of the Current Agreement. For purposes of the Amended Agreement, all references in Sections 3.2 and 3.3 of the Current Agreement to 2012 are hereby amended and replaced in their entirety with 2013, and all references in Sections 3.2 and 3.3 of the Current Agreement to 2013 are hereby amended and replaced in their entirety with 2014. In addition, for purposes of the Amended Agreement, Exhibit A of the Current Agreement is hereby amended and replaced in its entirety with Exhibit A attached to this Amendment.
4. Amendment and Restatement of Second Sentence in Section 7.2(c), Section 7.3(c) and Section 7.4(c) of the Current Agreement. The second sentence in each of Sections 7.2(c) and 7.4(c) of the Current Agreement is hereby amended and restated in its entirety as follows: Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). The second sentence in Section 7.3(c) of the Current Agreement is hereby amended and restated in its entirety as follows: Except as otherwise provided in Section 13.2, DDR will pay this amount to Executives personal representative as soon as practicable following Executives death.
5. Counterparts. This Amendment may be executed in separate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.
6. Entire Agreement. The Amended Agreement, consisting of the Current Agreement as amended as of the Amendment Effective Date by the Amendment, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
7. Continuing Effectiveness. Except as otherwise provided herein, the Current Agreement shall continue in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, DDR and Executive have executed this Amendment as of the date first written above.
DDR CORP. | ||
By: | /s/ Daniel B. Hurwitz | |
Daniel B. Hurwitz, Chief Executive Officer | ||
/s/ Christa A. Vesy | ||
Christa A. Vesy |
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EXHIBIT A
ANNUAL CASH BONUS OPPORTUNITY
AS A PERCENTAGE OF YEAR-END BASE SALARY
Threshold | Target | Maximum | ||||||||
20 | % | 40 | % | 80 | % |
PERFORMANCE METRICS AND RELATIVE WEIGHTING
FOR 2013 ANNUAL CASH BONUS OPPORTUNITY
Performance Metrics | Relative Weighting | |||
Same Store EBITDA Growth | 50 | % | ||
Relative Total Shareholder Return | 15 | % | ||
Strategic Objectives and CEO Assessment | 35 | % |
ANNUAL EQUITY BONUS OPPORTUNITY
AS A PERCENTAGE OF YEAR-END BASE SALARY PLUS AMOUNTS EARNED UNDER
THE ANNUAL CASH BONUS
Threshold | Target | Maximum | ||||||||
12.5 | % | 25 | % | 50 | % |