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Title: |
Employment Agreement |
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Entities: |
Government Properties Trust Inc.; Thomas D. Peschio |
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Date: |
2003 |
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Size: |
Preview shows 6KB of 61KB total |
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Price: |
$35 |
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ID: |
#169447 |
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EMPLOYMENT AGREEMENT
BETWEEN
THOMAS D. PESCHIO
AND
GOVERNMENT PROPERTIES TRUST, INC.
This Employment Agreement (the "Agreement"), dated as of September 30,
2003 ("Effective Date"), between Government Properties Trust, Inc., a Maryland
corporation (the "Company"), and Thomas D. Peschio, a resident of Nebraska (the
"Executive"):
WHEREAS, the Executive has extensive experience in owning and operating
real estate companies which acquire, broker, lease and manage commercial real
estate and real estate investment entities and has previously served as the
President and as a Director of the Company's predecessor, Gen-Net Lease Income
Trust, Inc. ("Gen-Net"); and
WHEREAS, the Company wishes to continue to employ the Executive in the
capacities and on the terms and conditions set out below, and the Executive
desires to continue such employment, in the capacities and on the terms and
conditions set forth below.
NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
1. EMPLOYMENT.
(a) POSITIONS. The Executive shall be employed by the Company
as its President and Chief Executive Officer ("CEO"). The Executive
shall also serve as a member of the Company's initial Board of
Directors and thereafter as elected.
(b) DUTIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary
for the positions of President and CEO and such other executive duties
and responsibilities as the Board of Directors ("Board") shall from
time to time reasonably assign to the Executive and as are set forth in
the Company's Bylaws applying to the President and CEO. The Executive
shall be responsible for and have authority over the day-to-day
operational management of the Company. The Executive shall report
directly to the Board. All other officers of the Company shall report
to the Executive or such person(s) as the Executive may designate from
time to time.
{PAGE}
(c) EXTENT OF SERVICES. Except for illnesses and vacation
periods, the Executive shall devote a substantial majority of his time,
attention and best efforts to the performance of his business duties
and responsibilities under this Agreement. Notwithstanding the
foregoing, Executive (i) may make any passive investment where he is
not obligated or required to, and shall not in fact, devote any
managerial efforts, (ii) may participate in charitable, academic,
political or community activities and boards, and in trade or
professional organizations, and (iii) may hold directorships in other
companies consistent with the Company's conflict of interest policies
and corporate governance guidelines as in effect from time to time.
2. TERM. This Agreement shall be effective as of the Effective Date and
shall continue in full force and effect thereafter for a term of five (5) years
following the Effective Date. At the end of the five (5) year term this
Agreement shall be automatically extended for an additional one (1) year on each
anniversary of the Effective Date thereafter (the last day of each such term is
referred to herein as a "Term Date"), unless either party terminates this
Agreement not later than ninety (90) days prior to a Term Date by providing
written notice to the other party of such party's intent not to renew, or it is
sooner terminated pursuant to Section 7. For purposes of this Agreement, "Term"
shall mean the period of five (5) years following the Effective Date hereof plus
any extensions pursuant to this Section 2.
3. BASE SALARY. The Company shall pay the Executive a base salary
annually (the "Base Salary"), which shall be payable in periodic installments
according to the Company's normal payroll practices. The initial Base Salary
shall be $350,000.00. The Board or the Compensation and Human Resources
Committee of the Company (the "Compensation Committee") shall review the Base
Salary at least once a year to determine whether the Base Salary should be
increased effective January 1 of any year during the Term. For purposes of this
Agreement, the term "Base Salary" shall mean the amount established and adjusted
from time to time pursuant to this Section 3. The Base Salary shall be increased
for each calendar year during the Term by a percentage equal to the percentage
increase, if any, in the level of the CPI (as hereinafter defined) last
published prior to January 1 of the year in question over the level of the CPI
published in 2003. The Base Salary for any year, as increased under this
Section, shall not be subsequently reduced notwithstanding any reduction in the
level of the CPI.
The term "CPI" means the Consumer Price Index now known as the U.S.
Bureau of Labor and Statistics Consumer Price Index for Urban Wage Earners and
Clerical Workers, all Items for the Omaha, Nebraska SMSA. If the CPI shall be
discontinued, the foregoing calculation shall be made using a reasonably
equivalent successor or comparable measure of increase in the cost of living in
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