<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1994
-------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _______________
Commission File Number 1-4702
--------
AMREP Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Columbus Circle, New York, New York 10019
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)541-7300
----------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
Number of Shares of Common Stock, par value $.10 per share, outstanding at
March 14, 1994 - 7,297,625.
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
INDEX
PART I PAGE NO.
- ------ --------
Consolidated Financial Statements:
Balance Sheets
Janaury 31, 1994 (Unaudited) and
April 30, 1993 (Audited) 1
Statements of Operations and Retained Earnings (Unaudited)
Nine Months Ended January 31, 1994 and 1993 2
Three Months Ended Janaury 31, 1994 and 1993 3
Statements of Cash Flows (Unaudited)
Nine Months Ended Janaury 31, 1994 and 1993 4-5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis 7-8
PART II
- -------
Other Information 9
Signatures 10
Exhibit Index 11
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
January 31, 1994 and April 30, 1993
(Thousands, except par value and number of shares)
<TABLE>
<CAPTION>
January 31, April 30,
1994 1993
------------ ---------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Cash and temporary cash investments $ 4,818 $ 6,856
Receivables, net:
Real estate operations 13,976 14,809
Magazine circulation operations 28,304 20,885
Real estate inventory 54,421 46,631
Rental and other real estate projects 21,844 49,266
Investment property 14,123 14,670
Property, plant and equipment-at cost-
net of allowance for depreciation and
amortization: January - $10,509
April - $10,132 11,799 11,518
Other assets 14,933 10,104
Excess of cost of subsidiary over net
assets acquired 5,205 5,205
---------- ----------
$ 169,423 $ 179,944
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, deposits and
accrued expenses $ 30,983 $ 24,763
Notes payable:
Amounts due within one year 10,323 8,044
Amounts subsequently due 21,321 23,855
Project financing 18,263 41,228
Collateralized mortgage obligations 4,850 5,561
Deferred income taxes 23,170 22,391
---------- ----------
108,910 125,842
---------- ----------
Shareholders' equity:
Common stock - $.10 par value
authorized: 20,000,000 shares
issued: January - 7,296,125 shares
April - 6,619,319 shares 730 662
Capital contributed in excess of par value 44,429 39,548
Retained earnings 15,354 13,892
---------- ----------
60,513 54,102
---------- ----------
$ 169,423 $ 179,944
========== ==========
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Nine Months Ended January 31, 1994 and 1993
(Thousands, except shares and per share amounts)
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
REVENUES
Real estate operations:
Home and condominium sales $ 49,014 $ 31,920
Land sales 9,574 5,267
Rental projects 3,328 4,148
------------ ------------
61,916 41,335
Magazine circulation operations 25,241 21,791
Interest and other operations 4,329 4,813
------------ ------------
91,486 67,939
------------ ------------
COSTS AND EXPENSES
Real estate cost of sales 46,237 28,359
Operating expenses:
Magazine circulation operations 18,233 16,011
Rental operations 5,091 5,569
Real estate commissions and selling 3,898 3,529
Other operations 3,398 2,842
General and administrative:
Real estate operations and corporate 6,352 5,488
Magazine circulation operations 3,795 3,963
Interest, net 2,124 2,331
------------ ------------
89,128 68,092
------------ ------------
Income (loss) before provision
(benefit) for income taxes 2,358 (153)
PROVISION (BENEFIT) FOR INCOME TAXES 896 (58)
------------ ------------
Net income (loss) 1,462 (95)
RETAINED EARNINGS, beginning of period 13,892 13,851
------------ ------------
RETAINED EARNINGS, end of period $ 15,354 $ 13,756
============ ============
NET INCOME (LOSS) PER SHARE $ 0.21 $ (0.01)
============ ============
Weighted average number of common
shares outstanding 7,024,223 6,617,819
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended January 31, 1994 and 1993
(Thousands, except shares and per share amounts)
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
REVENUES
Real estate operations:
Home and condominium sales $ 17,190 $ 10,179
Land sales 3,277 1,782
Rental projects 413 1,564
------------ ------------
20,880 13,525
Magazine circulation operations 9,108 7,524
Interest and other operations 1,394 1,382
------------ ------------
31,382 22,431
------------ ------------
COSTS AND EXPENSES
Real estate cost of sales 16,305 9,305
Operating expenses:
Magazine circulation operations 6,633 5,554
Rental projects 577 2,043
Real estate commissions and selling 1,308 1,172
Other operations 996 918
General and administratiave:
Real estate operations and corporate 2,454 2,050
Magazine circulation operations 1,278 1,286
Interest, net 760 737
------------ ------------
30,311 23,065
------------ ------------
Income (loss) before provision
(benefit) for income taxes 1,071 (634)
PROVISION (BENEFIT) FOR INCOME TAXES 407 (241)
------------ ------------
Net income (loss) 664 (393)
RETAINED EARNINGS, beginning of period 14,690 14,149
------------ ------------
RETAINED EARNINGS, end of period $ 15,354 $ 13,756
============ ============
NET INCOME (LOSS) PER SHARE $ 0.09 $ (0.06)
============ ============
Weighted average number of common
shares outstanding 7,276,052 6,617,819
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Statements of Cash Flows (Unaudited)
Nine Months Ended January 31, 1994 and 1993
(Thousands)
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from real estate operations and other $ 64,195 $ 48,845
Cash received from distribution operations,
net of publisher payments 19,756 20,532
Interest received 813 1,311
Cash paid to suppliers and employees (79,764) (60,755)
Cash paid to acquire land (1,473) -
Interest paid (2,909) (4,849)
Income taxes paid (27) (2)
------------ ------------
Net cash provided by operating activities 591 5,082
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,580) (1,068)
Proceeds from restructuring of general partnership
interest of The Classic at West Palm 400 -
Proceeds from sale of property, plant, and
equipment - 1,671
Other, net (249) (23)
------------ ------------
Net cash provided (used) by investing activities (1,429) 580
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Continuing operations:
Proceeds from debt financing 15,274 9,071
Principal debt payments (16,735) (14,735)
Proceeds from sale of stock 161 -
Proceeds from exercise of stock options 100 -
------------ ------------
Net cash used by financing activities (1,200) (5,664)
------------ ------------
Decrease in cash and temporary cash investments (2,038) (2)
CASH AND TEMPORARY CASH INVESTMENTS, beginning of period 6,856 4,703
------------ ------------
CASH AND TEMPORARY CASH INVESTMENTS, end of period $ 4,818 $ 4,701
============ ============
</TABLE>
-4-
<PAGE>
Statement of Cashflows
January 31, 1994
Page Two
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATIONS:
Net income (loss) $ 1,462 $ (95)
------------ ------------
Adjustments to reconcile net income (loss)
to net cash provided by operating activities -
Depreciation 1,422 1,529
Gain on sale of property, plant, and equipment - (201)
Changes in assets and liabilities -
Receivables (6,586) 5,049
Real estate inventory (7,790) 2,634
Rental & other real estate projects 5,184 25
Investment property 547 (4,535)
Other assets (695) (576)
Accounts payable, deposits and accrued expenses 6,268 1,303
Deferred income taxes 779 (51)
------------ ------------
Total adjustments (871) 5,177
------------ ------------
Net cash provided by operating activities $ 591 $ 5,082
============ ============
Supplemental schedule of noncash investing activities (dollars in thousands except
per share amount and number of shares):
Purchase of Capital Distribution Company assets with
575,593 shares of AMREP Corporation stock valued at
$7.125 per share. $ 4,101 $ -
Restructuring of general partnership interest in the
Classic at West Palm:
Rental project inventory $ 23,550 $ -
Accounts payable, deposits payable, and accrued
expenses $ (679) $ -
Project financing $ (22,471) $ -
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE>
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Nine Months Ended Janaury 31, 1994 and 1993
NOTE 1: The prior year financial statements have been reclassified to conform
to the presentation used at April 30, 1993.
NOTE 2: The consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The
consolidated financial statements reflect all adjustments which are,
in the opinion of management, necessary to reflect a fair presentation
of the results for the interim periods presented. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that
these consolidated financial statements be read in conjunction with
the consolidated financial statements and the notes thereto included
in the Company's latest annual report on Form 10-K.
-6-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
January 31, 1994
FINANCIAL CONDITION
The lenders under the line-of-credit arrangements for Real Estate
Operations which totaled $5,750,000 at October 31, 1993, have increased their
lines to $11,250,000.
The "Rental and other real estate projects" and "Project financing"
decreased from April 30, 1993, primarily due to the deconsolidation of The
Classic at West Palm Beach as discussed in Results of Operations.
RESULTS OF OPERATIONS
The improvement in the results for the nine months and third quarter as
compared to the similar periods last year reflects an increase in gross profit
from bulk land sales of approximately $3,010,000 and $630,000, respectively; an
increase in gross profit from housing sales of approximately $2,280,000 and
$1,380,000, respectively; and an improvement in the results from magazine
circulation operations of approximately $1,300,000 and $460,000, respectively.
In addition, during the third quarter fiscal 1994 the debt of The Classic
at West Palm Beach Limited Partnership ("The Classic") was restructured and in
the restructuring the Company's subsidiary which had been the general partner
became a limited partner. Accordingly, the Company deconsolidated The Classic's
operations as of October 31, 1993, and the Company's interest in The Classic now
is carried as an investment. As a result of the deconsolidation, the third
quarter this year, as compared to the third quarter last year, reflects a
reduction in the loss from rental projects from $479,000 last year to $164,000
this year. However, during the nine months this year the loss from rental
operations increased to $1,763,000 compared to $1,421,000 last year, reflecting
principally operations at The Classic during the first six months. The results
last year benefited from the utilization of a loss reserve recorded in an
earlier year, while the results in the second quarter this year reflect the
establishment of an additional loss reserve since the Company will continue to
fund The Classic's cash shortfall for a time.
The improvements discussed above in the nine months and third quarter as
compared to the similar periods last year
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<PAGE>
Management Discussion
January 31, 1994
Page 2
were partially offset by: (1) An increase in indirect construction costs of
approximately $1,070,000 and $500,000, respectively, related to increased
construction activity at the Rio Rancho, Denver and New Jersey projects. Also,
during the first six months last year certain improvement reserves which no
longer were required were eliminated. (2) A $484,000 decrease in interest and
other operating revenues in the nine months. This was due primarily to an
approximate $240,000 decrease in interest from land sales receivables and to an
approximate $200,000 gain from the sale of a commercial building in the first
quarter last year. (3) A $369,000 and $136,000 increase respectively, in real
estate commissions and selling due to increased housing sales. (4) An $864,000
and $404,000 increase respectively, in general and administrative expenses
related to real estate operations and corporate.
The number of housing units closed increased by 133 units, from 425 to 558,
in the nine months fiscal 1994, and by 57 units, from 135 to 192, in the third
quarter fiscal 1994, as compared to the similar periods last year.
The increase in pretax income from magazine circulation operations in the
nine months and third quarter as compared to the similar periods last year
resulted from: (1) Increased newsstand pretax profit of approximately $1,030,000
and $490,000, respectively, due primarily to the acquisition of newsstand
distribution contracts of Capital Distributing Company in August 1993. (2)
Increased subscription fulfillment pretax profit in the nine months this year as
compared to the similar period last year of approximately $270,000. There was,
however, a slight decrease in the fulfillment pretax profit in the third quarter
this year as compared to the similar period last year due primarily to increased
payroll and other costs related to the fulfillment operations.
The increase of $404,000 in general and administrative expenses related to
real estate operations and corporate in the third quarter this year as compared
to the similar period last year primarily reflects increases in payroll and
benefits and legal expenses. The increase of $864,000 in the nine months this
year as compared to the similar period last year primarily reflects the
increases discussed above and in addition, the first quarter last year included
a refund of general insurance premiums and other nonrecurring cost reductions.
-8-
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10(a). Employment Agreement dated as of October 1, 1993
between Registrant and Anthony B. Gliedman, Chief
Executive Officer, Chairman and President of
Registrant.
10(b). Employment Agreement dated as of October 1, 1993
between Registrant and Daniel Friedman, Senior
Vice President of Registrant.
10(c). Employment Agreement dated as of October 1, 1993
between Registrant and James Wall, Senior Vice
President of Registrant.
10(d). Employment Agreement dated as of October 1, 1993
between Registrant and Harvey W. Schultz, Senior
Vice President of Registrant.
10(e). Employment Agreement dated as of October 1, 1993
between Registrant and Mohan Vachani, Senior Vice
President-Chief Financial Officer of Registrant.
10(f). Employment Agreement dated as of October 1, 1993
between Registrant and Rudolph J. Skalka, Vice
President-Finance of Registrant.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by Registrant during the
quarter ended January 31, 1994.
-9-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMREP CORPORATION
(Registrant)
Dated: March 14, 1994 By: /s/ Anthony B. Gliedman
--------------------- ------------------------------------
Anthony B. Gliedman
Chairman of the Board,
Chief Executive Officer
and President
Dated: March 14, 1994 By: /s/ Rudolph J. Skalka
--------------------- ------------------------------------
Rudolph J. Skalka
Vice President, Finance
and Principal Accounting
Officer
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<PAGE>
EXHIBIT INDEX
10(a). Employment Agreement dated as of October 1, 1993 between Registrant
and Anthony B. Gliedman, Chief Executive Officer, Chairman and
President of Registrant.
10(b). Employment Agreement dated as of October 1, 1993 between Registrant
and Daniel Friedman, Senior Vice President of Registrant.
10(c). Employment Agreement dated as of October 1, 1993 between Registrant
and James Wall, Senior Vice President of Registrant.
10(d). Employment Agreement dated as of October 1, 1993 between Registrant
and Harvey W. Schultz, Senior Vice President of Registrant.
10(e). Employment Agreement dated as of October 1, 1993 between Registrant
and Mohan Vachani, Senior Vice President-Chief Financial Officer of
Registrant.
10(f). Employment Agreement dated as of October 1, 1993 between Registrant
and Rudolph J. Skalka, Vice President-Finance of Registrant.
-11-
<PAGE>
EXHIBIT 10(A)
EMPLOYMENT AGREEMENT
AGREEMENT made as of October 1, l993 by and between AMREP CORPORATION
(the "Company"), an Oklahoma corporation, and ANTHONY B. GLIEDMAN ("Executive"),
an individual residing at 1647 Glenwood Road, Brooklyn, New York 11230.
W I T N E S S E T H:
WHEREAS, the Company presently employs Executive as Chairman of the
Board and Chief Executive Officer of the Company and there presently exists an
employment contract between the Company and Executive for a period ending
September 30, l994; and
WHEREAS, the Company desires that Executive continue in the Company's
employ for the term and on the terms and conditions hereinafter set forth, and
Executive is willing to do so.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereby agree as follows:
<PAGE>
1. EMPLOYMENT. The Company agrees to continue to employ, and does
hereby employ, Executive as Chairman of the Board and Chief Executive Officer,
and Executive hereby accepts
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<PAGE>
such employment, for the Term, with the duties and compensation and upon the
terms and conditions contained hereafter in this Agreement.
2. TERM. Unless earlier ended as hereinafter in this Agreement
provided, the term of Executive's employment (the "TERM") shall continue to and
end on September 30, l996, except that on each anniversary of the date of this
Agreement the Term shall automatically be extended for one year unless prior to
any such anniversary either the Company or Executive shall give notice to the
other that the Term shall not be extended; and if such a notice is given, the
Term shall end on the later of September 30, l996 or the September 30th to which
the Term theretofore had been extended. The September 30th on which the Term
(so extended) is so to end is hereinafter called the "TERM END".
3. OFFICES AND DUTIES. (a) During the Term, Executive shall be
Chairman of the Board and Chief Executive Officer of the Company. Executive
shall perform his services subject only to the direction and control of the
Company's Board of Directors ("BOARD") and shall report only to that Board.
Executive shall not be required to perform any duties other than
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<PAGE>
those which are consistent with his status as Chairman of the Board and Chief
Executive Officer and, for so long as so elected, President of the Company.
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<PAGE>
(b) During the Term, Executive shall devote his full working
time and energies to the business and affairs of the Company. Executive agrees
during the Term to use his best efforts, skill and abilities to promote the
Company's interests; to serve as a director of the Company for so long as
elected; to serve as a director and officer of any corporation which is a
subsidiary of the Company if elected by the stockholders or board of directors
of such subsidiary corporation; and, subject to the provisions of the last
sentence of paragraph (a) of this Section 3, to perform such duties as may be
assigned to him by the Board.
(c) For so long as Executive's employment by the Company during
the Term shall continue, (i) Executive shall be included in the Board's slate of
nominees for election as a director of the Company at every stockholders'
meeting at which his term as a director would otherwise expire and the Company
shall use its best efforts to cause Executive to be so elected, (ii) Executive
shall be elected as Chairman of the Board and Chief Executive Officer of the
Company by the Board at each meeting at which officers are elected, (iii) if the
Board shall create an Executive Committee with the power to act generally
between meetings of the Board, Executive shall be elected to
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<PAGE>
serve as a member of such committee, and (iv) unless Executive otherwise agrees
in writing, the headquarters for the
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<PAGE>
performance of his services shall be the principal executive offices of the
Company subject to such reasonable travel as the performance of his duties in
the business of the Company may require, and the principal executive offices of
the Company shall be in the Greater New York Metropolitan Area.
4. COMPENSATION. (a) As used herein the following terms shall have
the meanings set forth below:
"BONUS PLAN" means the Bonus Plan for Executives and Key Employees
established by the Board at a meeting on September 23, l993, as from time
to time amended.
"BONUS POOL" shall have the meaning set forth in the Bonus Plan.
"CPI" means the Consumer Price Index for All Urban Consumers (CPI-U)
United States City Averages (l967=100) issued by the Bureau of Labor
Statistics of the United States Department of Labor or, if such Index shall
be changed or discontinued, such other comparable or revised index as may
be issued by the Bureau of Labor Statistics or another Agency of the United
States Government.
"YEAR" means the fiscal year of the Company.
(b) During the Term and except as otherwise
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<PAGE>
provided in this Agreement, the Company shall pay Executive an annual salary
(the "SALARY"). The Salary initially shall be at
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<PAGE>
an annual rate not less than $360,000. The Salary shall be reviewed at least
annually by the Board and shall be increased (the "MANDATORY INCREASE")
effective each October 1st by a percentage at least equal to the percentage, if
any, by which the CPI for the month of September immediately preceding such
October 1st exceeds the CPI for the next preceding September; PROVIDED that if
for any September the CPI is less than the CPI for the next preceding September
(the "PEAK CPI"), there shall be no Mandatory Increase thereafter except to the
extent that the CPI for a subsequent September is higher than the Peak CPI.
After each such increase, the resultant amount shall thereafter be the Salary.
In no event shall the Salary be reduced. The Salary shall be payable in equal
installments not less frequently than monthly.
(c) Except as otherwise provided in this Agreement, Executive
shall be paid a Bonus (the "BONUS") for each Year ending during the Term for
which there is a Bonus Pool. The Bonus shall be 25% of the Bonus Pool. The
Bonus shall be paid not later than the July 31 following the end of the
applicable Year.
5. EXPENSES, BENEFITS AND PERQUISITES. (a) The
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<PAGE>
Company will pay or reimburse Executive for all travel and other expenses
reasonably incurred by Executive during the Term in connection with the
performance of his duties hereunder.
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<PAGE>
(b) During the Term, Executive shall be entitled to participate
in all retirement, group insurance, medical and similar programs, and stock
option and other benefit plans which from time to time are available to
executives of the Company, and shall be furnished with a Cadillac or equivalent
automobile for which the Company shall pay the lease cost, the cost of insurance
and repairs, and gas and oil for business use. Executive also shall be entitled
to such other perquisites as he heretofore has received as Chairman of the Board
and Chief Executive Officer of the Company.
6. DEATH OF EXECUTIVE. In the event Executive should die during
the Term, this Agreement and all benefits hereunder shall terminate, except that
Company shall pay Executive's surviving spouse or, if none, his estate the
Executive's Salary until the earlier of the last day of the sixth month next
following the month in which Executive's death occurs or the Term End. Such
termination shall not affect any rights which Executive may have at the time of
his death pursuant to any insurance or other death benefit, bonus, retirement or
stock award plans or arrangements of the Company or any subsidiary, or any stock
option plan or any options
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<PAGE>
granted thereunder, which rights shall continue to be governed by the provisions
of such plans and arrangements. In the event
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<PAGE>
Executive's surviving spouse dies during the period when payments are to be made
to her, the balance of the amount remaining to be paid at the date of her death
shall be paid to her estate in like manner.
7. DISCHARGE FOR CAUSE. The Board may discharge Executive for
cause at any time. Such discharge shall be effected by notice (the "DISCHARGE
NOTICE") to Executive which shall specify the reasons for Executive's discharge
and the effective date thereof. As used herein, the term "FOR CAUSE" shall mean
only (i) chronic alcoholism, drug addiction, criminal dishonesty or (ii) willful
violation of specific written directions from the Board, which directions are
lawful and are consistent with the provisions of this Agreement ("WILLFUL
VIOLATION"); PROVIDED, however, that if (i) such discharge is effected because
of Executive's Willful Violation and (ii) within seven (7) days following the
date of receipt by the Executive of the Discharge Notice Executive shall cease
his Willful Violation and shall use his best efforts to carry out such written
directions, the termination shall not be effective. Upon termination pursuant
to this Section 7, this Agreement and all benefits hereunder shall terminate,
except that such
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<PAGE>
termination shall not affect any rights which Executive may have at the time of
termination pursuant to any
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<PAGE>
insurance or other death benefit, bonus, retirement, severance pay or stock
award plans or arrangements of the Company or any subsidiary, or any stock
option plan or any options granted thereunder, which rights shall continue to be
governed by the provisions of such plans and arrangements.
8. DISABILITY. (a) For the purposes of this Section the
following shall have the meanings set forth:
(i) "CONSULTING SERVICES" shall mean the services set forth
in Section 8(d)(ii)(B)(i).
(ii) "TOTAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to either (a) fully perform the duties required of him
hereunder or (b) perform Consulting Services at least 40% of his normal
working time (working full days) prior to his disability ("Normal Working
Time").
(iii) "PARTIAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to fully perform the duties required of him hereunder
while having the ability to perform Consulting Services at least 40% of
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<PAGE>
his Normal Working Time.
(iv) "CONSULTING DISABILITY" shall mean a disability which
arises during a period of Executive's
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<PAGE>
Partial Disability which results in the inability of Executive to perform
Consulting Services at least 40% of his Normal Working Time; and
(v) "CONSULTING PERCENTAGE" shall mean such percentage of
his Normal Working Time as Executive is able to perform Consulting Services
while having a Partial Disability. The Consulting Percentage shall be
determined by the Board from time to time and shall be in multiples of 20%.
(b) Executive's employment as an employee hereunder may be
terminated by the Company if Executive has either a Total Disability or a
Partial Disability determined as provided in paragraph (i) of this Section 8.
Subject to the provisions of the next sentence, such termination shall be
effective on such date as the Board shall fix by resolution adopted after it has
been determined that Executive has a Total Disability or a Partial Disability,
which date shall not be earlier than the date on which such resolution is
adopted nor earlier than six (6) months after the date on which Executive first
was unable to fully perform the duties required of him hereunder. However, if
at any time during the period prior to the effective date determined pursuant to
the preceding sentence
-17-
<PAGE>
Executive has a Partial Disability, Executive shall perform such services as the
Board may reasonably request for a
-18-
<PAGE>
percentage of his Normal Working Time determined by the Board not to exceed the
Consulting Percentage, and if Executive shall refuse or fail to do so,
Executive's employment as an employee shall terminate on the date of such
refusal or failure, such termination being hereafter called a "Work Refusal
Termination".
(c) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Total
Disability, the Company shall pay Executive the following, in monthly
installments:
(i) his Salary through the date of termination; plus
(ii) the amount of his Salary (at the rate prevailing at
such termination) for the twelve (12) months after the date of such
termination (but not after the Term End) plus, if the date of such
termination is more than twelve (12) months prior to the Term End, one half
of such amount thereafter until the Term End, the amounts payable hereunder
to be increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(d) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because
-19-
<PAGE>
Executive has a Partial Disability and not as a result of a Work Refusal
Termination, then:
-20-
<PAGE>
(i) The Company shall pay Executive his Salary through the
date of termination.
(ii) (A) Commencing the day following the date of
termination of Executive's employment as an employee and until the Term
End, Executive shall be a consultant to the Company and as such shall
perform Consulting Services to the fullest extent he is able for a
percentage of his Normal Working Time determined by the Board not to exceed
his Consulting Percentage, and the Company shall pay Executive for his
services as a consultant in monthly installments an amount equal to (i) 50
percent of the Salary (at the rate prevailing at the date of such
termination of Executive's employment as an employee) plus (ii) a
percentage of such Salary (the "Additional Percentage") determined as
follows:
<TABLE>
If the Consulting The Additional
Percentage is: Percentage is:
----------------- --------------
<S> <C>
40% 20%
60% 30%
80% 40%
</TABLE>
The amounts determined pursuant to the preceding sentence shall be
increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth
-21-
<PAGE>
in paragraph (b) of Section 4.
-22-
<PAGE>
(B) During the period Executive is a consultant to the
Company, (i) Executive will provide such services concerning the business,
affairs and management of the Company as may be reasonably requested by the
Board, which services shall be performed at a time and place mutually
convenient to both parties, and (ii) Executive shall not engage in any
other employment or perform any consulting services for others. During the
period he is a consultant, the Company shall supply Executive with such
secretarial and other services (including transportation and the use of
office facilities) as may be reasonably necessary to the performance of his
duties as a consultant.
(iii) If subsequent to the time of the determination that
Executive has a Partial Disability Executive shall have a Consulting
Disability and pursuant to Section 8(g) his services as a Consultant are
terminated, thereafter and until the Term End the Company shall pay
Executive the monthly amounts he would have been paid if the Executive had
had a Total Disability on the date of termination of his employment as an
employee.
(e) If Executive's employment as an employee is terminated by a
Work Refusal Termination, Executive shall not
-23-
<PAGE>
thereafter have any right to any Salary or other compensation under this Section
8 or any other provision of this Agreement.
-24-
<PAGE>
(f) There shall be deducted from any compensation to which
Executive may be entitled under this Section 8 an amount equal to any disability
insurance payments received by Executive with respect to the period for which he
may be entitled to compensation thereunder pursuant to any disability insurance
policy paid for by the Company.
(g) If while Executive is a consultant he has a Consulting
Disability, his services as a consultant thereupon shall terminate.
(h) Amounts paid to Executive pursuant to this Section 8 shall
not diminish or otherwise adversely affect any rights which Executive may have
at the time of termination pursuant to any insurance or other benefit, bonus,
retirement, severance pay or stock award plans or arrangements of the Company or
any subsidiary, or any stock option plan or any options granted thereunder,
which rights shall continue to be governed by the provisions of such plans and
arrangements.
(i) The determination of whether Executive has a Total
Disability, Partial Disability or a Consulting Disability (and if a Partial
Disability, in what percentage), shall be made by the Board.
-25-
<PAGE>
9. CHANGE IN CONTROL. (a) For the purposes of this Agreement
there will be a "CHANGE IN CONTROL OF THE
-26-
<PAGE>
COMPANY" if (i) 20% or more of the voting stock of the Company becomes owned by
a person or group and such person or group, by its filing on a Schedule l3D made
under the Securities Exchange Act of l934 or otherwise, indicates the intention
of seeking or exercising control of the Company or reserves the right to seek or
exercise control, or (ii) the Company merges or consolidates with another
corporation (other than a subsidiary of the Company) or sells all or
substantially all the assets of the Company, or (iii) five (5) or more of the
directors of the Company resign or cease to be directors within any twelve month
period for reasons other than (A) death, (B) incapacity or (C) personal reasons
not arising from a hostile environment.
(b) In the event there is a Change in Control of the Company
during the Term, then at any time thereafter:
(i) At the sole option of Executive an amount equal to the Bonus
of the Executive for the Year immediately preceding the date of exercise of
such option (the "BONUS INCREMENT") shall be added to and become part of
the Salary effective as of May 1st of the Year in which Executive exercises
such option (with the amount of the resulting increase in Salary applicable
to the period from May 1st of such Year to and including the month of
exercise payable at
-27-
<PAGE>
the time of exercise) and, from and after such exercise, (A) Executive
shall not be entitled to any
-28-
<PAGE>
further Bonuses, and (B) the Salary as so increased shall be increased
effective each October 1st (if any) prior to the Term End by the same
percentage as the percentage increase in the CPI computed as set forth in
paragraph (b) of Section 4; and
(ii) At any time after the option described in clause (i) of
this paragraph (b) has been exercised, Executive may terminate his services
as an officer and employee and become a consultant to the Company on such
date as Executive elects, in which event (A) he shall serve as a consultant
to the Company and perform Consulting Services from such date until the
Term End, and (B) the Company shall pay Executive for his Consulting
Services in monthly installments a consulting fee in an amount equal to 57-
l/2% of the Salary at the rate prevailing at the date of such termination
of the Executive's employment as an employee, which amount shall be
increased effective each October 1st (if any) prior to the Term End by the
same percentage as the percentage increase in the CPI computed as set forth
in paragraph (b) of Section 4.
10. DISCHARGE WITHOUT CAUSE OR REDUCTION IN
-29-
<PAGE>
RESPONSIBILITIES. (a) The Company retains the right to discharge Executive
without cause at any time during the Term
-30-
<PAGE>
by notice of termination given to Executive, which notice shall become effective
no sooner than 90 days after the giving thereof.
(b) Whether or not Executive is discharged pursuant to paragraph
(a) of this Section 10, if Executive shall not be continued until Term End as
Chairman of the Board and Chief Executive Officer of the Company and as a
director of the Company for a reason other than cause or Executive's resignation
or inability to perform, Executive shall have the right to terminate all of his
obligations under this Agreement by giving notice to the Company at any time
within 90 days after he ceases to hold any such offices. Such notice shall
specify the date of termination which shall be no sooner than 30 days following
the date on which such notice is given.
(c) If the Company discharges Executive without cause or if
Executive terminates pursuant to paragraph (b) of this Section 10, then until
Term End the Company shall pay Executive, in monthly installments, as severance
compensation and liquidated damages, all of the compensation provided in Section
4 hereof which Executive would have received, and Executive shall be entitled to
all of the benefits which he would have been entitled to receive hereunder
(including, but
-31-
<PAGE>
not limited to, the benefits referred to in Section 5(b) hereof), had Executive
not been so discharged or his offices
-32-
<PAGE>
not been so terminated, and the following provisions shall apply:
(i) As used herein, the term "BONUS SEGMENT" shall mean an
amount equal to the Bonus paid or payable for the Year ended immediately
preceding the date of discharge or termination;
(ii) If the Bonus Increment shall not have been added to and
become part of the Salary pursuant to paragraph (b) of Section 9, (x) the
Bonus Segment shall be added to and become part of the Salary effective as
of May 1st of the Year in which such discharge or termination occurs (with
the amount of the resulting increase in Salary applicable to the period
from May 1st of such Year to and including the month of discharge or
termination payable at the time of discharge or termination) and (y)
Executive shall not be entitled to any further Bonuses;
(iii) The Salary shall be increased effective each October 1st
(if any) prior to the Term End by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4;
(iv) In determining the other benefits which Executive would
have received under Section 5(b) during the
-33-
<PAGE>
Term had such discharge or termination not occurred, it shall be assumed that
Executive would have received
-34-
<PAGE>
benefits (including stock awards and other incentive compensation) equal to
those which he received with respect to the last Year prior to the Year in
which the discharge or termination occurs; and
(v) Executive shall not be required to seek or accept other
employment in order to mitigate damages, and the Company's obligation to
pay him following such discharge or termination shall not be reduced by the
amount of any compensation actually received by Executive for employment
with any other person thereafter. If any options or stock awards made
prior to the date of termination shall lapse by reason of a discharge or
termination governed by this Section 10, Executive shall be entitled to
recover from the Company as additional severance compensation and
liquidated damages amounts equal to the aggregate of all losses sustained
by Executive by reason of such lapse.
11. INDEMNIFICATION AND LEGAL FEES. (a) The Company shall
indemnify Executive to the fullest extent permitted by law and the certificate
of incorporation and by-laws of the Company from and against any loss, claim,
liability and/or expense incurred for, or by reason of, or arising out of,
-35-
<PAGE>
acts of Executive as an officer and/or Director of the Company or any
subsidiary.
-36-
<PAGE>
(b) In the event Executive institutes any legal action to
enforce his rights under, or to recover damages for breach of, this Agreement
and he is the prevailing party in such an action, he shall be entitled to
recover from the Company any actual reasonable expenses for attorneys' fees and
disbursements incurred by him in connection therewith.
12. NONCOMPETITION AND CONFIDENTIALITY AGREEMENT.
(a) During the Term, Executive will not, without the prior
written consent of the Company, directly or indirectly own, manage, operate,
control or participate in the ownership, management, operation or control of, or
be connected as a stockholder, partner, joint venturer or otherwise with, or
accept employment of any kind with, any business which, or any business or
organization any part of which, competes with the businesses of the Company or
any of its subsidiaries as such businesses are now conducted, in any
geographical area in which such businesses are conducted during the term of this
Agreement. However, nothing herein contained shall prevent Executive from
investing solely as a passive investor in any securities of a corporation,
partnership, trust, or other entity. For the purposes of this Agreement,
Executive shall be deemed to be a
-37-
<PAGE>
"passive investor" if he does not control, or does not become part of any
control group of, the issuer of securities acquired by Executive.
-38-
<PAGE>
(b) Notwithstanding anything to the contrary set forth therein,
the prohibitions of paragraph (a) of this Section 12 shall not be binding on
Executive if the Company discharges Executive without cause or if the Company
otherwise breaches this Agreement.
(c) (i) Executive acknowledges that during the term of his
employment with the Company or any of its subsidiaries, he may have access to
secret and confidential information with respect to some or all of the
following:
(A) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions, methods, systems
and processes,
(B) customers, and
(C) trade secrets
(all such information being hereinafter referred to as "Confidential
Information").
(ii) Executive agrees that (except as authorized in writing by
the Company or required pursuant to legal or administrative process) he will not
reveal, divulge or make known to any person, firm or corporation any
Confidential Information.
(iii) Executive agrees that if after the end of
-39-
<PAGE>
the Term he shall discover any Confidential Information in his possession, he
shall forthwith deliver the same to the Company.
-40-
<PAGE>
13. FISCAL YEAR. If the Company shall change its fiscal year,
appropriate adjustments shall be made in the terms of this Agreement to reflect
such change.
14. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration in the
City of New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof.
15. MISCELLANEOUS. (a) This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof, and the employment agreement between the parties dated November 1, 1990
(amended January 3, 1992) is hereby terminated. This Agreement may only be
modified or amended by an instrument in writing executed by the parties hereto.
(b) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York without regard to choice of law
principles.
(c) This Agreement and the rights and obligations
-41-
<PAGE>
of the parties hereto shall bind and inure to the
-42-
<PAGE>
benefit of the successor or successors of the Company, whether by merger,
consolidation or otherwise.
(d) Any notice to be given pursuant to the terms of this
Agreement shall be in writing and delivered by hand or sent by registered or
certified mail, if to the Company, to the Secretary of the Company at its
principal offices in New York, New York, and if to Executive, to his address set
forth above or to such other address or to the attention of such other person as
either party has specified by prior written notice to the other party.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers thereunto duly authorized, and Executive has executed
this Agreement all as of the date first above set forth.
AMREP CORPORATION
By /s/ Anthony B. Gliedman
--------------------------
Chairman of the Board
of Directors
/s/ S. Fred Singer
--------------------------
Chairman of the Human
Resources Committee
/s/ Anthony B. Gliedman
--------------------------
ANTHONY B. GLIEDMAN
-43-
<PAGE>
EXHIBIT 10(B)
EMPLOYMENT AGREEMENT
AGREEMENT made as of October 1, l993 by and between AMREP CORPORATION
(the "Company"), an Oklahoma corporation, and DANIEL FRIEDMAN "Executive"), an
individual residing at 535 East 86th Street, New York, New York 10028.
W I T N E S S E T H:
WHEREAS, the Company presently employs Executive as a Senior Vice
President with the responsibility of being the chief executive officer of Kable
News Company, Inc. ("Kable"), and there presently exists an employment contract
between the Company and Executive for a period ending September 30, l994.
WHEREAS, the Company desires that Executive continue in the Company's
employ for the term and on the terms and conditions hereinafter set forth, and
Executive is willing to do so.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereby agree as follows:
<PAGE>
1. EMPLOYMENT. The Company agrees to continue to employ, and does
hereby employ, Executive as a Senior Vice President and Executive hereby accepts
such employment, for the
-2-
<PAGE>
Term, with the duties and compensation and upon the terms and conditions
contained hereafter in this Agreement.
2. TERM. Unless earlier ended as hereinafter in this Agreement
provided, the term of Executive's employment (the "TERM") shall continue to and
end on September 30, l995.
3. OFFICES AND DUTIES. (a) During the Term, Executive shall be a
Senior Vice President of the Company and, for so long as Kable shall be owned by
the Company and the Board of Directors of the Company ("BOARD") so desires,
shall have the responsibility of being the chief executive officer of Kable.
Executive shall perform his services subject only to the direction and control
of the Board and of the Chairman of the Board and President. Executive shall
not be required to perform any duties other than those which are consistent with
his status as a Senior Vice President of the Company.
(b) During the Term, Executive shall devote his full working
time and energies to the business and affairs of the Company and Kable.
Executive agrees during the Term to use his best efforts, skill and abilities to
promote the interests of Kable and the Company; to serve as a director of the
Company for so long as elected; to serve as a director and officer of
-3-
<PAGE>
any corporation which is a subsidiary of the Company if elected by the
stockholders or board of directors of such subsidiary
-4-
<PAGE>
corporation; and, subject to the provisions of the last sentence of paragraph
(a) of this Section 3, to perform such duties as may be assigned to him by the
Board or the Chairman of the Board or the President.
(c) For so long as Executive's employment by the Company during
the Term shall continue, (i) Executive shall be elected as a Senior Vice
President of the Company by the Board at each meeting at which officers are
elected, (ii) Executive shall be included in the management slate for election
as a director at every stockholder meeting at which his term as a director would
otherwise expire, and (iii) unless Executive otherwise consents in writing, the
headquarters for the performance of his services shall be in the Greater New
York Metropolitan area, subject to such reasonable travel as the performance of
his duties may require.
4. COMPENSATION. (a) As used herein the following terms shall have
the meanings set forth below:
"BONUS PLAN" means the Bonus Plan for Executives and Key Employees
established by the Board at a meeting on September 23, l993, as from time
to time amended.
"BONUS POOL" shall have the meaning set forth in the
-5-
<PAGE>
Bonus Plan.
"CPI" means the Consumer Price Index for All Urban Consumers (CPI-U)
United States City Averages (l967=100)
-6-
<PAGE>
issued by the Bureau of Labor Statistics of the United States Department of
Labor or, if such Index shall be changed or discontinued, such other
comparable or revised index as may be issued by the Bureau of Labor
Statistics or another Agency of the United States Government.
"YEAR" means the fiscal year of the Company.
(b) During the Term and except as otherwise provided in this
Agreement, the Company shall pay Executive an annual salary (the "SALARY"). The
Salary initially shall be at an annual rate not less than $236,000. The Salary
shall be reviewed at least annually by the Board and shall be increased (the
"MANDATORY INCREASE") October 1, 1994 by a percentage at least equal to the
percentage, if any, by which the CPI for the month of September 1994 exceeds the
CPI for the month of September 1993, and the resultant amount shall thereafter
be the Salary. The Salary shall be payable in equal installments not less
frequently than monthly.
(c) Except as otherwise provided in this Agreement, Executive
shall be paid a Bonus (the "BONUS") for each Year ending during the Term for
which there is a Bonus Pool. The Bonus for a Year shall be such percentage of
the Bonus Pool as the Chief Executive Officer of the Company shall
-7-
<PAGE>
determine. The Bonus shall be paid not later than the July 31 following the end
of the applicable Year.
-8-
<PAGE>
5. EXPENSES, BENEFITS AND PERQUISITES. (a) The Company will pay
or reimburse Executive for all travel and other expenses reasonably incurred by
Executive during the Term in connection with the performance of his duties
hereunder.
(b) During the Term, Executive shall be entitled to participate
in all retirement, group insurance, medical and similar programs, and stock
option and other benefit plans which from time to time are available to
executives of the Company, and shall be entitled to the perquisites which he
heretofore has received as a Senior Vice President of the Company and Chief
Executive Officer of Kable.
6. DEATH OF EXECUTIVE. In the event Executive should die during
the Term, this Agreement and all benefits hereunder shall terminate, except that
Company shall pay Executive's surviving spouse or, if none, his estate the
Executive's Salary until the earlier of the last day of the sixth month next
following the month in which Executive's death occurs or September 30, l995.
Such termination shall not affect any rights which Executive may have at the
time of his death pursuant to any insurance or other death benefit, bonus,
retirement or stock award plans or arrangements of the Company
-9-
<PAGE>
or any subsidiary, or any stock option plan or any options granted thereunder,
which rights shall continue to be governed by the provisions of such plans and
arrangements. In the event
-10-
<PAGE>
Executive's surviving spouse dies during the period when payments are to be made
to her, the balance of the amount remaining to be paid at the date of her death
shall be paid to her estate in like manner.
7. DISCHARGE FOR CAUSE. The Board may discharge Executive for
cause at any time. Such discharge shall be effected by notice (the "DISCHARGE
NOTICE") to Executive which shall specify the reasons for Executive's discharge
and the effective date thereof. As used herein, the term "FOR CAUSE" shall mean
only (i) chronic alcoholism, drug addiction, criminal dishonesty or (ii) willful
violation of specific written directions from the Board, which directions are
lawful and are consistent with the provisions of this Agreement ("WILLFUL
VIOLATION"); PROVIDED, however, that if (i) such discharge is effected because
of Executive's Willful Violation and (ii) within seven (7) days following the
date of receipt by the Executive of the Discharge Notice Executive shall cease
his Willful Violation and shall use his best efforts to carry out such written
directions, the termination shall not be effective. Upon termination pursuant
to this Section 7, this Agreement and all benefits hereunder shall terminate,
except that such
-11-
<PAGE>
termination shall not affect any rights which Executive may have at the time of
termination pursuant to any insurance or other death benefit, bonus, retirement,
severance
-12-
<PAGE>
pay or stock award plans or arrangements of the Company or any subsidiary, or
any stock option plan or any options granted thereunder, which rights shall
continue to be governed by the provisions of such plans and arrangements.
8. DISABILITY. (a) For the purposes of this Section the following
shall have the meanings set forth:
(i) "CONSULTING SERVICES" shall mean the services set forth
in Section 8(d)(ii)(B)(i).
(ii) "TOTAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to either (a) fully perform the duties required of him
hereunder or (b) perform Consulting Services at least 40% of his normal
working time (working full days) prior to his disability ("Normal Working
Time").
(iii) "PARTIAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to fully perform the duties required of him hereunder
while having the ability to perform Consulting Services at least 40% of his
Normal Working Time.
-13-
<PAGE>
(iv) "CONSULTING DISABILITY" shall mean a disability which
arises during a period of Executive's Partial Disability which results in
the inability of
-14-
<PAGE>
Executive to perform Consulting Services at least 40% of his Normal Working
Time; and
(v) "CONSULTING PERCENTAGE" shall mean such percentage of
his Normal Working Time as Executive is able to perform Consulting Services
while having a Partial Disability. The Consulting Percentage shall be
determined by the Board from time to time and shall be in multiples of 20%.
(b) Executive's employment as an employee hereunder may be
terminated by the Company if Executive has either a Total Disability or a
Partial Disability determined as provided in paragraph (i) of this Section 8.
Subject to the provisions of the next sentence, such termination shall be
effective on such date as the Board shall fix by resolution adopted after it has
been determined that Executive has a Total Disability or a Partial Disability,
which date shall not be earlier than the date on which such resolution is
adopted nor earlier than six (6) months after the date on which Executive first
was unable to fully perform the duties required of him hereunder. However, if
at any time during the period prior to the effective date determined pursuant to
the preceding sentence Executive has a Partial Disability, Executive shall
perform such
-15-
<PAGE>
services as the Board may reasonably request for a percentage of his Normal
Working Time determined by the Board
-16-
<PAGE>
not to exceed the Consulting Percentage, and if Executive shall refuse or fail
to do so, Executive's employment as an employee shall terminate on the date of
such refusal or failure, such termination being hereafter called a "Work Refusal
Termination".
(c) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Total
Disability, the Company shall pay Executive the following, in monthly
installments:
(i) his Salary through the date of termination; plus
(ii) the amount of his Salary (at the rate prevailing at
such termination) for the twelve (12) months after the date of such
termination (but not after the Term End) plus, if the date of such
termination is more than twelve (12) months prior to the Term End, one half
of such amount thereafter until the Term End, the amounts payable hereunder
to be increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(d) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Partial
Disability and not as a result of a Work
-17-
<PAGE>
Refusal Termination, then:
-18-
<PAGE>
(i) The Company shall pay Executive his Salary through the
date of termination.
(ii) (A) Commencing the day following the date of
termination of Executive's employment as an employee and until the Term
End, Executive shall be a consultant to the Company and as such shall
perform Consulting Services to the fullest extent he is able for a
percentage of his Normal Working Time determined by the Board not to exceed
his Consulting Percentage, and the Company shall pay Executive for his
services as a consultant in monthly installments an amount equal to (i) 50
percent of the Salary (at the rate prevailing at the date of such
termination of Executive's employment as an employee) plus (ii) a
percentage of such Salary (the "Additional Percentage") determined as
follows:
<TABLE>
If the Consulting The Additional
Percentage is: Percentage is:
----------------- --------------
<S> <C>
40% 20%
60% 30%
80% 40%
</TABLE>
The amounts determined pursuant to the preceding sentence shall be
increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth
-19-
<PAGE>
in paragraph (b) of Section 4.
-20-
<PAGE>
(B) During the period Executive is a consultant to the
Company, (i) Executive will provide such services concerning the business,
affairs and management of the Company as may be reasonably requested by the
Board, which services shall be performed at a time and place mutually
convenient to both parties, and (ii) Executive shall not engage in any
other employment or perform any consulting services for others. During the
period he is a consultant, the Company shall supply Executive with such
secretarial and other services (including transportation and the use of
office facilities) as may be reasonably necessary to the performance of his
duties as a consultant.
(iii) If subsequent to the time of the determination that
Executive has a Partial Disability Executive shall have a Consulting
Disability and pursuant to Section 8(g) his services as a Consultant are
terminated, thereafter and until the Term End the Company shall pay
Executive the monthly amounts he would have been paid if the Executive had
had a Total Disability on the date of termination of his employment as an
employee.
(e) If Executive's employment as an employee is terminated by a
Work Refusal Termination, Executive shall not
-21-
<PAGE>
thereafter have any right to any Salary or other compensation under this Section
8 or any other provision of this Agreement.
-22-
<PAGE>
(f) There shall be deducted from any compensation to which
Executive may be entitled under this Section 8 an amount equal to any disability
insurance payments received by Executive with respect to the period for which he
may be entitled to compensation thereunder pursuant to any disability insurance
policy paid for by the Company.
(g) If while Executive is a consultant he has a Consulting
Disability, his services as a consultant thereupon shall terminate.
(h) Amounts paid to Executive pursuant to this Section 8 shall
not diminish or otherwise adversely affect any rights which Executive may have
at the time of termination pursuant to any insurance or other benefit, bonus,
retirement, severance pay or stock award plans or arrangements of the Company or
any subsidiary, or any stock option plan or any options granted thereunder,
which rights shall continue to be governed by the provisions of such plans and
arrangements.
(i) The determination of whether Executive has a Total
Disability, Partial Disability or a Consulting Disability (and if a Partial
Disability, in what percentage), shall be made by the Board.
-23-
<PAGE>
9. CHANGE IN CONTROL. (a) For the purposes of this Agreement
there will be a "CHANGE IN CONTROL OF THE COMPANY" if (i) 20% or more of the
voting stock of the Company
-24-
<PAGE>
becomes owned by a person or group and such person or group, by its filing on a
Schedule l3D made under the Securities Exchange Act of l934 or otherwise,
indicates the intention of seeking or exercising control of the Company or
reserves the right to seek or exercise control, or (ii) the Company merges or
consolidates with another corporation (other than a subsidiary of the Company)
or sells all or substantially all the assets of the Company, or (iii) five (5)
or more of the directors of the Company resign or cease to be directors within
any twelve month period for reasons other than (A) death, (B) incapacity or (C)
personal reasons not arising from a hostile environment.
(b) In the event there is a Change in Control of the Company
during the Term, then:
(i) At the sole option of Executive exercised within ninety days
of such event (but not thereafter) an amount equal to the Bonus of the
Executive for the Year immediately preceding the date of exercise of such
option (the "BONUS INCREMENT") shall be added to and become part of the
Salary effective as of May 1st of the Year in which Executive exercises
such option (with the amount of the resulting increase in Salary applicable
to the period from May 1st of such Year to and including the month of
exercise
-25-
<PAGE>
payable at the time of exercise) and, from and after such exercise, (A)
Executive shall not be entitled to any further Bonuses, and (B) if such
option is exercised prior
-26-
<PAGE>
to October 1, l994, the Salary as so increased shall be increased effective
October 1, 1994 by the same percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of Section 4; and
(ii) If the option described in clause (i) of this paragraph (b)
is exercised, Executive simultaneously may terminate his services as an
officer and employee and become a consultant to the Company on such date as
Executive elects, in which event (A) he shall serve as a consultant to the
Company and perform Consulting Services from such date until September 30,
l995, and (B) the Company shall pay Executive for his Consulting Services
in monthly installments a consulting fee in an amount equal to 57-l/2% of
the Salary at the rate prevailing at the date of such termination of the
Executive's employment as an employee, and if the date of such termination
is prior to October l, l994, such amount shall be increased effective
October 1, l994 by the same percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of Section 4.
10. DISCHARGE WITHOUT CAUSE OR REDUCTION IN RESPONSIBILITIES. (a)
The Company retains the right to
-27-
<PAGE>
discharge Executive without cause at any time during the Term by notice of
termination given to Executive, which notice shall
-28-
<PAGE>
become effective no sooner than 90 days after the giving thereof.
(b) Whether or not Executive is discharged pursuant to paragraph
(a) of this Section 10, if Executive shall not be continued until September 30,
l995 as a Senior Vice President of the Company and as a director of the Company
for a reason other than cause or Executive's resignation or inability to
perform, Executive shall have the right to terminate all of his obligations
under this Agreement by giving notice to the Company at any time within 90 days
after he ceases to hold such office. Such notice shall specify the date of
termination which shall be no sooner than 30 days following the date on which
such notice is given.
(c) If the Company discharges Executive without cause or if
Executive terminates pursuant to paragraph (b) of this Section 10, then until
September 30, l995 the Company shall pay Executive, in monthly installments, as
severance compensation and liquidated damages, all of the compensation provided
in Section 4 hereof which Executive would have received, and Executive shall be
entitled to all of the benefits which he would have been entitled to receive
hereunder (including, but not limited to, the benefits referred to in
-29-
<PAGE>
Section 5(b) hereof), had Executive not been so discharged or his offices not
been so terminated, and the following
-30-
<PAGE>
provisions shall apply:
(i) As used herein, the term "BONUS SEGMENT" shall mean an
amount equal to the Bonus paid or payable for the Year ended immediately
preceding the date of discharge or termination;
(ii) If the Bonus Increment shall not have been added to and
become part of the Salary pursuant to paragraph (b) of Section 9, (x) the
Bonus Segment shall be added to and become part of the Salary effective as
of May 1st of the Year in which such discharge or termination occurs (with
the amount of the resulting increase in Salary applicable to the period
from May 1st of such Year to and including the month of discharge or
termination payable at the time of discharge or termination) and (y)
Executive shall not be entitled to any further Bonuses;
(iii) If the date of such discharge or termination is prior to
October 1, l994, the Salary shall be increased effective October 1, l994 by
the same percentage as the percentage increase in the CPI computed as set
forth in paragraph (b) of Section 4;
(iv) In determining the other benefits which Executive would
have received under Section 5(b) during the
-31-
<PAGE>
Term had such discharge or termination not occurred, it shall be assumed
that Executive would have received
-32-
<PAGE>
benefits (including stock awards and other incentive compensation) equal to
those which he received with respect to the last Year prior to the Year in
which the discharge or termination occurs; and
(v) Executive shall not be required to seek or accept other
employment in order to mitigate damages, and the Company's obligation to
pay him following such discharge or termination shall not be reduced by the
amount of any compensation actually received by Executive for employment
with any other person thereafter. If any options or stock awards made
prior to the date of termination shall lapse by reason of a discharge or
termination governed by this Section 10, Executive shall be entitled to
recover from the Company as additional severance compensation and
liquidated damages amounts equal to the aggregate of all losses sustained
by Executive by reason of such lapse.
11. INDEMNIFICATION AND LEGAL FEES. (a) The Company shall
indemnify Executive to the fullest extent permitted by law and the certificate
of incorporation and by-laws of the Company from and against any loss, claim,
liability and/or expense incurred for, or by reason of, or arising out of,
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<PAGE>
acts of Executive as an officer and/or Director of the Company or any
subsidiary.
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<PAGE>
(b) In the event Executive institutes any legal action to
enforce his rights under, or to recover damages for breach of, this Agreement
and he is the prevailing party in such an action, he shall be entitled to
recover from the Company any actual reasonable expenses for attorneys' fees and
disbursements incurred by him in connection therewith.
12. NONCOMPETITION AND CONFIDENTIALITY AGREEMENT.
(a) During the Term, Executive will not, without the prior
written consent of the Company, directly or indirectly own, manage, operate,
control or participate in the ownership, management, operation or control of, or
be connected as a stockholder, partner, joint venturer or otherwise with, or
accept employment of any kind with, any business which, or any business or
organization any part of which, competes with the businesses of the Company or
any of its subsidiaries as such businesses are now conducted, in any
geographical area in which such businesses are conducted during the term of this
Agreement. However, nothing herein contained shall prevent Executive from
investing solely as a passive investor in any securities of a corporation,
partnership, trust, or other entity. For the purposes of this Agreement,
Executive shall be deemed to be a
-35-
<PAGE>
"passive investor" if he does not control, or does not become part of any
control group of, the issuer of securities acquired by Executive.
-36-
<PAGE>
(b) Notwithstanding anything to the contrary set forth therein,
the prohibitions of paragraph (a) of this Section 12 shall not be binding on
Executive if the Company discharges Executive without cause or if the Company
otherwise breaches this Agreement.
(c) (i) Executive acknowledges that during the term of his
employment with the Company or any of its subsidiaries, he may have access to
secret and confidential information with respect to some or all of the
following:
(A) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions, methods, systems
and processes,
(B) customers, and
(C) trade secrets
(all such information being hereinafter referred to as "Confidential
Information").
(ii) Executive agrees that (except as authorized in writing by
the Company or required pursuant to legal or administrative process) he will not
reveal, divulge or make known to any person, firm or corporation any
Confidential Information.
(iii) Executive agrees that if after the end of
-37-
<PAGE>
the Term he shall discover any Confidential Information in his possession, he
shall forthwith deliver the same to the Company.
-38-
<PAGE>
13. FISCAL YEAR. If the Company shall change its fiscal year,
appropriate adjustments shall be made in the terms of this Agreement to reflect
such change.
14. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration in the
City of New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof.
15. MISCELLANEOUS. (a) This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof. The Restated Employment and Consulting Agreement between the parties
dated February 20, 1985, as from time to time amended, is hereby terminated, and
neither party shall have any rights thereunder after the date of this Agreement.
This Agreement may only be modified or amended by an instrument in writing
executed by the parties hereto.
(b) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York without regard to choice of law
principles.
-39-
<PAGE>
-40-
<PAGE>
(c) This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the benefit of the successor or successors of the
Company, whether by merger, consolidation or otherwise.
(d) Any notice to be given pursuant to the terms of this
Agreement shall be in writing and delivered by hand or sent by registered or
certified mail, if to the Company, to the Secretary of the Company at its
principal offices in New York, New York, and if to Executive, to his address set
forth above or to such other address or to the attention of such other person as
either party has specified by prior written notice to the other party.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers thereunto duly authorized, and Executive has executed
this Agreement all as of the date first above set forth.
AMREP CORPORATION
By /s/ Anthony B. Gliedman
--------------------------
Chairman of the Board
of Directors
/s/ Daniel Friedman
--------------------------
DANIEL FRIEDMAN
-41-
<PAGE>
EXHIBIT 10(C)
EMPLOYMENT AGREEMENT
AGREEMENT made as of October 1, l993 by and between AMREP CORPORATION
(the "Company"), an Oklahoma corporation, and JAMES WALL ("Executive"), an
individual residing at 9500 Rio Grande Blvd., N.W., Albuquerque, New Mexico
87114.
W I T N E S S E T H:
WHEREAS, the Company presently employs Executive as a Senior Vice
President and there presently exists an employment contract between the Company
and Executive for a period ending September 30, 1994; and
WHEREAS, the Company desires that Executive continue in the Company's
employ for the term and on the terms and conditions hereinafter set forth, and
Executive is willing to do so.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereby agree as follows:
1. EMPLOYMENT. The Company agrees to continue to
<PAGE>
employ, and does hereby employ, Executive as a Senior Vice President, and
Executive hereby accepts such employment, for
-2-
<PAGE>
the Term, with the duties and compensation and upon the terms and conditions
contained hereafter in this Agreement.
2. TERM. Unless earlier ended as hereinafter in this Agreement
provided, the term of Executive's employment (the "TERM") shall continue to and
end on September 30, l995.
3. OFFICES AND DUTIES. (a) During the Term, Executive shall be a
Senior Vice President of the Company. Executive shall perform his services
subject only to the direction and control of the Company's Board of Directors
("BOARD") and of the Chairman of the Board and President. Executive shall not
be required to perform any duties other than those which are consistent with his
status as a Senior Vice President of the Company.
(b) During the Term, Executive shall devote his full working
time and energies to the business and affairs of the Company. Executive agrees
during the Term to use his best efforts, skill and abilities to promote the
Company's interests; to serve as a director of the Company for so long as
elected; to serve as a director and officer of any corporation which is a
subsidiary of the Company if elected by the stockholders or board of directors
of such subsidiary corporation; and, subject
-3-
<PAGE>
to the provisions of the last
-4-
<PAGE>
sentence of paragraph (a) of this Section 3, to perform such duties as may be
assigned to him by the Board or the Chairman of the Board or the President.
(c) For so long as Executive's employment by the Company during
the Term shall continue, (i) Executive shall be elected as a Senior Vice
President of the Company by the Board at each meeting at which officers are
elected, (ii) Executive shall be included in the management slate for election
as a director at every stockholder meeting at which his term as a director would
otherwise expire, and (iii) unless Executive otherwise consents in writing, the
headquarters for the performance of his services shall be the principal offices
of AMREP Southwest Inc., subject to such reasonable travel as the performance of
his duties may require.
4. COMPENSATION. (a) As used herein the following terms shall have
the meanings set forth below:
"BONUS PLAN" means the Bonus Plan for Executives and Key Employees
established by the Board at a meeting on September 23, l993, as from time
to time amended.
"BONUS POOL" shall have the meaning set forth in the Bonus Plan.
"CPI" means the Consumer Price Index for All Urban
-5-
<PAGE>
Consumers (CPI-U) United States City Averages (l967=100) issued by the
Bureau of Labor Statistics of the United
-6-
<PAGE>
States Department of Labor or, if such Index shall be changed or
discontinued, such other comparable or revised index as may be issued by
the Bureau of Labor Statistics or another Agency of the United States
Government.
"YEAR" means the fiscal year of the Company.
(b) During the Term and except as otherwise provided in this
Agreement, the Company shall pay Executive an annual salary (the "SALARY"). The
Salary initially shall be at an annual rate not less than $215,000. The Salary
shall be reviewed at least annually by the Board and shall be increased (the
"MANDATORY INCREASE") October 1, 1994 by a percentage at least equal to the
percentage, if any, by which the CPI for the month of September 1994 exceeds the
CPI for the month of September 1993, and the resultant amount shall thereafter
be the Salary. The Salary shall be payable in equal installments not less
frequently than monthly.
(c) Except as otherwise provided in this Agreement, Executive
shall be paid a Bonus (the "BONUS") for each Year ending during the Term for
which there is a Bonus Pool. The Bonus for a Year shall be such percentage of
the Bonus Pool as the Chief Executive Officer of the Company shall determine.
The Bonus shall be paid not later than the July 31 following the end of the
applicable Year.
-7-
<PAGE>
5. EXPENSES, BENEFITS AND PERQUISITES. (a) The Company will pay
or reimburse Executive for all travel and other expenses reasonably incurred by
Executive during the Term in connection with the performance of his duties
hereunder.
(b) During the Term, Executive shall be entitled to participate
in all retirement, group insurance, medical and similar programs, and stock
option and other benefit plans which from time to time are available to
executives of the Company, and shall be entitled to the perquisites which he
heretofore has received as a Senior Vice President of the Company.
6. DEATH OF EXECUTIVE. In the event Executive should die during
the Term, this Agreement and all benefits hereunder shall terminate, except that
Company shall pay Executive's surviving spouse or, if none, his estate the
Executive's Salary until the earlier of the last day of the sixth month next
following the month in which Executive's death occurs or September 30, l995.
Such termination shall not affect any rights which Executive may have at the
time of his death pursuant to any insurance or other death benefit, bonus,
retirement or stock award plans or arrangements of the Company or any
subsidiary, or any stock option plan or any options granted thereunder, which
rights shall continue to be governed
-8-
<PAGE>
by the provisions of such plans and arrangements. In the event
-9-
<PAGE>
Executive's surviving spouse dies during the period when payments are to be made
to her, the balance of the amount remaining to be paid at the date of her death
shall be paid to her estate in like manner.
7. DISCHARGE FOR CAUSE. The Board may discharge Executive for
cause at any time. Such discharge shall be effected by notice (the "DISCHARGE
NOTICE") to Executive which shall specify the reasons for Executive's discharge
and the effective date thereof. As used herein, the term "FOR CAUSE" shall mean
only (i) chronic alcoholism, drug addiction, criminal dishonesty or (ii) willful
violation of specific written directions from the Board, which directions are
lawful and are consistent with the provisions of this Agreement ("WILLFUL
VIOLATION"); PROVIDED, however, that if (i) such discharge is effected because
of Executive's Willful Violation and (ii) within seven (7) days following the
date of receipt by the Executive of the Discharge Notice Executive shall cease
his Willful Violation and shall use his best efforts to carry out such written
directions, the termination shall not be effective. Upon termination pursuant
to this Section 7, this Agreement and all benefits hereunder shall terminate,
except that such termination shall not affect any rights which Executive may
have
-10-
<PAGE>
at the time of termination pursuant to any insurance or other death benefit,
bonus, retirement, severance
-11-
<PAGE>
pay or stock award plans or arrangements of the Company or any subsidiary, or
any stock option plan or any options granted thereunder, which rights shall
continue to be governed by the provisions of such plans and arrangements.
8. DISABILITY.
(a) For the purposes of this Section the following shall have the meanings set
forth:
(i) "CONSULTING SERVICES" shall mean the services set forth
in Section 8(d)(ii)(B)(i).
(ii) "TOTAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to either (a) fully perform the duties required of him
hereunder or (b) perform Consulting Services at least 40% of his normal
working time (working full days) prior to his disability ("Normal Working
Time").
(iii) "PARTIAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to fully perform the duties required of him hereunder
while having the ability to perform Consulting Services at least 40% of his
Normal Working Time.
-12-
<PAGE>
(iv) "CONSULTING DISABILITY" shall mean a disability which
arises during a period of Executive's
-13-
<PAGE>
Partial Disability which results in the inability of Executive to perform
Consulting Services at least 40% of his Normal Working Time; and
(v) "CONSULTING PERCENTAGE" shall mean such percentage of
his Normal Working Time as Executive is able to perform Consulting Services
while having a Partial Disability. The Consulting Percentage shall be
determined by the Board from time to time and shall be in multiples of 20%.
(b) Executive's employment as an employee hereunder may be
terminated by the Company if Executive has either a Total Disability or a
Partial Disability determined as provided in paragraph (i) of this Section 8.
Subject to the provisions of the next sentence, such termination shall be
effective on such date as the Board shall fix by resolution adopted after it has
been determined that Executive has a Total Disability or a Partial Disability,
which date shall not be earlier than the date on which such resolution is
adopted nor earlier than six (6) months after the date on which Executive first
was unable to fully perform the duties required of him hereunder. However, if
at any time during the period prior to the effective date determined pursuant to
the preceding sentence Executive has a Partial Disability, Executive shall
perform such
-14-
<PAGE>
services as the Board may reasonably request for a
-15-
<PAGE>
percentage of his Normal Working Time determined by the Board not to exceed the
Consulting Percentage, and if Executive shall refuse or fail to do so,
Executive's employment as an employee shall terminate on the date of such
refusal or failure, such termination being hereafter called a "Work Refusal
Termination".
(c) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Total
Disability, the Company shall pay Executive the following, in monthly
installments:
(i) his Salary through the date of termination; plus
(ii) the amount of his Salary (at the rate prevailing at
such termination) for the twelve (12) months after the date of such
termination (but not after the Term End) plus, if the date of such
termination is more than twelve (12) months prior to the Term End, one half
of such amount thereafter until the Term End, the amounts payable hereunder
to be increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(d) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Partial
Disability and not as a result of a Work
-16-
<PAGE>
Refusal Termination, then:
-17-
<PAGE>
(i) The Company shall pay Executive his Salary through the
date of termination.
(ii) (A) Commencing the day following the date of
termination of Executive's employment as an employee and until the Term
End, Executive shall be a consultant to the Company and as such shall
perform Consulting Services to the fullest extent he is able for a
percentage of his Normal Working Time determined by the Board not to exceed
his Consulting Percentage, and the Company shall pay Executive for his
services as a consultant in monthly installments an amount equal to (i) 50
percent of the Salary (at the rate prevailing at the date of such
termination of Executive's employment as an employee) plus (ii) a
percentage of such Salary (the "Additional Percentage") determined as
follows:
<TABLE>
If the Consulting The Additional
Percentage is: Percentage is:
----------------- --------------
<S> <C>
40% 20%
60% 30%
80% 40%
</TABLE>
The amounts determined pursuant to the preceding sentence shall be
increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
-18-
<PAGE>
-19-
<PAGE>
(B) During the period Executive is a consultant to the
Company, (i) Executive will provide such services concerning the business,
affairs and management of the Company as may be reasonably requested by the
Board, which services shall be performed at a time and place mutually
convenient to both parties, and (ii) Executive shall not engage in any
other employment or perform any consulting services for others. During the
period he is a consultant, the Company shall supply Executive with such
secretarial and other services (including transportation and the use of
office facilities) as may be reasonably necessary to the performance of his
duties as a consultant.
(iii) If subsequent to the time of the determination that
Executive has a Partial Disability Executive shall have a Consulting
Disability and pursuant to Section 8(g) his services as a Consultant are
terminated, thereafter and until the Term End the Company shall pay
Executive the monthly amounts he would have been paid if the Executive had
had a Total Disability on the date of termination of his employment as an
employee.
(e) If Executive's employment as an employee is terminated by a
Work Refusal Termination, Executive shall not thereafter have any right to any
Salary or other compensation
-20-
<PAGE>
under this Section 8 or any other provision of this Agreement.
-21-
<PAGE>
(f) There shall be deducted from any compensation to which
Executive may be entitled under this Section 8 an amount equal to any disability
insurance payments received by Executive with respect to the period for which he
may be entitled to compensation thereunder pursuant to any disability insurance
policy paid for by the Company.
(g) If while Executive is a consultant he has a Consulting
Disability, his services as a consultant thereupon shall terminate.
(h) Amounts paid to Executive pursuant to this Section 8 shall
not diminish or otherwise adversely affect any rights which Executive may have
at the time of termination pursuant to any insurance or other benefit, bonus,
retirement, severance pay or stock award plans or arrangements of the Company or
any subsidiary, or any stock option plan or any options granted thereunder,
which rights shall continue to be governed by the provisions of such plans and
arrangements.
(i) The determination of whether Executive has a Total
Disability, Partial Disability or a Consulting Disability (and if a Partial
Disability, in what percentage), shall be made by the Board.
9. CHANGE IN CONTROL. (a) For the purposes of this
-22-
<PAGE>
Agreement there will be a "CHANGE IN CONTROL OF THE COMPANY" if (i) 20% or more
of the voting stock of the Company
-23-
<PAGE>
becomes owned by a person or group and such person or group, by its filing on a
Schedule l3D made under the Securities Exchange Act of l934 or otherwise,
indicates the intention of seeking or exercising control of the Company or
reserves the right to seek or exercise control, or (ii) the Company merges or
consolidates with another corporation (other than a subsidiary of the Company)
or sells all or substantially all the assets of the Company, or (iii) five (5)
or more of the directors of the Company resign or cease to be directors within
any twelve month period for reasons other than (A) death, (B) incapacity or (C)
personal reasons not arising from a hostile environment.
(b) In the event there is a Change in Control of the Company
during the Term, then:
(i) At the sole option of Executive exercised within ninety days
of such event (but not thereafter) an amount equal to the Bonus of the
Executive for the Year immediately preceding the date of exercise of such
option (the "BONUS INCREMENT") shall be added to and become part of the
Salary effective as of May 1st of the Year in which Executive exercises
such option (with the amount of the resulting increase in Salary applicable
to the period from May 1st of such Year to and including the month of
exercise payable at the time of exercise) and, from and after such
-24-
<PAGE>
exercise, (A) Executive shall not be entitled to any further Bonuses, and
(B) if such option is exercised prior
-25-
<PAGE>
to October 1, l994, the Salary as so increased shall be increased effective
October 1, 1994 by the same percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of Section 4; and
(ii) If the option described in clause (i) of this paragraph
(b) is exercised, Executive simultaneously may terminate his services as an
officer and employee and become a consultant to the Company on such date as
Executive elects, in which event (A) he shall serve as a consultant to the
Company and perform Consulting Services from such date until September 30,
l995, and (B) the Company shall pay Executive for his Consulting Services
in monthly installments a consulting fee in an amount equal to 57-l/2% of
the Salary at the rate prevailing at the date of such termination of the
Executive's employment as an employee, and if the date of such termination
is prior to October l, l994, such amount shall be increased effective
October 1, l994 by the same percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of Section 4.
10. DISCHARGE WITHOUT CAUSE OR REDUCTION IN RESPONSIBILITIES.
(a) The Company retains the right to discharge Executive without cause at any
time during the Term by
-26-
<PAGE>
notice of termination given to Executive, which notice shall
-27-
<PAGE>
become effective no sooner than 90 days after the giving thereof.
(b) Whether or not Executive is discharged pursuant to paragraph
(a) of this Section 10, if Executive shall not be continued until September 30,
l995 as a Senior Vice President of the Company and as a director of the Company
for a reason other than cause or Executive's resignation or inability to
perform, Executive shall have the right to terminate all of his obligations
under this Agreement by giving notice to the Company at any time within 90 days
after he ceases to hold such office. Such notice shall specify the date of
termination which shall be no sooner than 30 days following the date on which
such notice is given.
(c) If the Company discharges Executive without cause or if
Executive terminates pursuant to paragraph (b) of this Section 10, then until
September 30, l995 the Company shall pay Executive, in monthly installments, as
severance compensation and liquidated damages, all of the compensation provided
in Section 4 hereof which Executive would have received, and Executive shall be
entitled to all of the benefits which he would have been entitled to receive
hereunder (including, but not limited to, the benefits referred to in Section
5(b) hereof), had Executive not been so discharged or
-28-
<PAGE>
his offices not been so terminated, and the following
-29-
<PAGE>
provisions shall apply:
(i) As used herein, the term "BONUS SEGMENT" shall mean an
amount equal to the Bonus paid or payable for the Year ended immediately
preceding the date of discharge or termination;
(ii) If the Bonus Increment shall not have been added to and
become part of the Salary pursuant to paragraph (b) of Section 9, (x) the
Bonus Segment shall be added to and become part of the Salary effective as
of May 1st of the Year in which such discharge or termination occurs (with
the amount of the resulting increase in Salary applicable to the period
from May 1st of such Year to and including the month of discharge or
termination payable at the time of discharge or termination) and (y)
Executive shall not be entitled to any further Bonuses;
(iii) If the date of such discharge or termination is prior to
October 1, l994, the Salary shall be increased effective October 1, l994 by
the same percentage as the percentage increase in the CPI computed as set
forth in paragraph (b) of Section 4;
(iv) In determining the other benefits which Executive would
have received under Section 5(b) during the Term had such discharge or
termination not occurred, it
-30-
<PAGE>
shall be assumed that Executive would have received
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<PAGE>
benefits (including stock awards and other incentive compensation) equal to
those which he received with respect to the last Year prior to the Year in
which the discharge or termination occurs; and
(v) Executive shall not be required to seek or accept other
employment in order to mitigate damages, and the Company's obligation to
pay him following such discharge or termination shall not be reduced by the
amount of any compensation actually received by Executive for employment
with any other person thereafter. If any options or stock awards made
prior to the date of termination shall lapse by reason of a discharge or
termination governed by this Section 10, Executive shall be entitled to
recover from the Company as additional severance compensation and
liquidated damages amounts equal to the aggregate of all losses sustained
by Executive by reason of such lapse.
11. INDEMNIFICATION AND LEGAL FEES. (a) The Company shall
indemnify Executive to the fullest extent permitted by law and the certificate
of incorporation and by-laws of the Company from and against any loss, claim,
liability and/or expense incurred for, or by reason of, or arising out of, acts
of Executive as an officer and/or Director of the Company
-32-
<PAGE>
or any subsidiary.
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<PAGE>
(b) In the event Executive institutes any legal action to
enforce his rights under, or to recover damages for breach of, this Agreement
and he is the prevailing party in such an action, he shall be entitled to
recover from the Company any actual reasonable expenses for attorneys' fees and
disbursements incurred by him in connection therewith.
12. NONCOMPETITION AND CONFIDENTIALITY AGREEMENT.
(a) During the Term, Executive will not, without the prior
written consent of the Company, directly or indirectly own, manage, operate,
control or participate in the ownership, management, operation or control of, or
be connected as a stockholder, partner, joint venturer or otherwise with, or
accept employment of any kind with, any business which, or any business or
organization any part of which, competes with the businesses of the Company or
any of its subsidiaries as such businesses are now conducted, in any
geographical area in which such businesses are conducted during the term of this
Agreement. However, nothing herein contained shall prevent Executive from
investing solely as a passive investor in any securities of a corporation,
partnership, trust, or other entity. For the purposes of this Agreement,
Executive shall be deemed to be a "passive investor" if he does not control, or
does not become
-34-
<PAGE>
part of any control group of, the issuer of securities acquired by Executive.
-35-
<PAGE>
(b) Notwithstanding anything to the contrary set forth therein,
the prohibitions of paragraph (a) of this Section 12 shall not be binding on
Executive if the Company discharges Executive without cause or if the Company
otherwise breaches this Agreement.
(c) (i) Executive acknowledges that during the term of his
employment with the Company or any of its subsidiaries, he may have access to
secret and confidential information with respect to some or all of the
following:
(A) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions, methods, systems
and processes,
(B) customers, and
(C) trade secrets
(all such information being hereinafter referred to as "Confidential
Information").
(ii) Executive agrees that (except as authorized in writing by
the Company or required pursuant to legal or administrative process) he will not
reveal, divulge or make known to any person, firm or corporation any
Confidential Information.
(iii) Executive agrees that if after the end of the Term he
shall discover any Confidential Information in his
-36-
<PAGE>
possession, he shall forthwith deliver the same to the Company.
-37-
<PAGE>
13. FISCAL YEAR. If the Company shall change its fiscal year,
appropriate adjustments shall be made in the terms of this Agreement to reflect
such change.
14. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration in the
City of New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof.
15. MISCELLANEOUS. (a) This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof. The employment agreement between the parties dated January 1, 1992 is
hereby terminated, and neither party shall have any rights thereunder after the
date of this Agreement. This Agreement may only be modified or amended by an
instrument in writing executed by the parties hereto.
(b) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York without regard to choice of law
principles.
(c) This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the
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<PAGE>
-39-
<PAGE>
benefit of the successor or successors of the Company, whether by merger,
consolidation or otherwise.
(d) Any notice to be given pursuant to the terms of this
Agreement shall be in writing and delivered by hand or sent by registered or
certified mail, if to the Company, to the Secretary of the Company at its
principal offices in New York, New York, and if to Executive, to his address set
forth above or to such other address or to the attention of such other person as
either party has specified by prior written notice to the other party.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers thereunto duly authorized, and Executive has executed
this Agreement all as of the date first above set forth.
AMREP CORPORATION
By /s/ Anthony B. Gliedman
--------------------------
Chairman of the Board
of Directors
/s/ James Wall
--------------------------
JAMES WALL
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<PAGE>
EXHIBIT 10(D)
EMPLOYMENT AGREEMENT
AGREEMENT made as of October 1, l993 by and between AMREP CORPORATION
(the "Company"), an Oklahoma corporation, and HARVEY W. SCHULTZ ("Executive"),
an individual residing at 34 Plaza Street East, Brooklyn, New York.
W I T N E S S E T H:
WHEREAS, the Company presently employs Executive as a Senior Vice
President with the responsibility of being the chief executive officer of Amrep
Solutions, Inc. ("Solutions"), and there presently exists an employment contract
between the Company and Executive for a period ending September 30, l994.
WHEREAS, the Company desires that Executive continue in the Company's
employ for the term and on the terms and conditions hereinafter set forth, and
Executive is willing to do so.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereby agree as follows:
<PAGE>
1. EMPLOYMENT. The Company agrees to continue to employ, and does
hereby employ, Executive as a Senior Vice President, and Executive hereby
accepts such employment, for the Term, with the duties and compensation and upon
the terms and conditions contained hereafter in this Agreement.
-2-
<PAGE>
2. TERM. Unless earlier ended as hereinafter in this Agreement
provided, the term of Executive's employment (the "TERM") shall continue to and
end on September 30, l995.
3. OFFICES AND DUTIES. (a) During the Term, Executive shall be a
Senior Vice President of the Company and, for so long as Solutions shall be
owned by the Company, and the Board of Directors of the Company ("BOARD") so
desires, shall have the responsibility of being the chief executive officer of
Solutions. Executive shall perform his services subject only to the direction
and control of the Board and of the Chairman of the Board and President.
Executive shall not be required to perform any duties other than those which are
consistent with his status as a Senior Vice President of the Company.
(b) During the Term, Executive shall devote his full working
time and energies to the business and affairs of the Company and Solutions.
Executive agrees during the Term to use his best efforts, skill and abilities to
promote the interests of Solutions and the Company; to serve as a director and
officer of any corporation which is a subsidiary of the Company if elected by
the stockholders or board of directors of such subsidiary corporation; and,
subject to the provisions of the last sentence of paragraph (a) of this
Section 3, to perform
-3-
<PAGE>
such duties as may be assigned to him by the Board or the Chairman of the Board
or the President.
-4-
<PAGE>
(c) For so long as Executive's employment by the Company during
the Term shall continue, (i) Executive shall be elected as a Senior Vice
President of the Company by the Board at each meeting at which officers are
elected, and (ii) unless Executive otherwise consents in writing, the
headquarters for the performance of his services shall be in the New York
metropolitan area, subject to such reasonable travel as the performance of his
duties may require.
4. COMPENSATION. (a) As used herein the following terms shall have
the meanings set forth below:
"BONUS PLAN" means the Bonus Plan for Executives and Key Employees
established by the Board at a meeting on September 23, l993, as from time
to time amended.
"BONUS POOL" shall have the meaning set forth in the Bonus Plan.
"CPI" means the Consumer Price Index for All Urban Consumers (CPI-U)
United States City Averages (l967=100) issued by the Bureau of Labor
Statistics of the United States Department of Labor or, if such Index shall
be changed or discontinued, such other comparable or revised index as may
be issued by the Bureau of Labor Statistics or another Agency of the United
States Government.
-5-
<PAGE>
"YEAR" means the fiscal year of the Company.
-6-
<PAGE>
(b) During the Term and except as otherwise provided in this
Agreement, the Company shall pay Executive an annual salary (the "SALARY"). The
Salary initially shall be at an annual rate not less than $185,000. The Salary
shall be reviewed at least annually by the Board and shall be increased (the
"MANDATORY INCREASE") October 1, 1994 by a percentage at least equal to the
percentage, if any, by which the CPI for the month of September 1994 exceeds the
CPI for the month of September 1993, and the resultant amount shall thereafter
be the Salary. The Salary shall be payable in equal installments not less
frequently than monthly.
(c) Except as otherwise provided in this Agreement, Executive
shall be paid a Bonus (the "BONUS") for each Year ending during the Term for
which there is a Bonus Pool. The Bonus for a Year shall be such percentage of
the Bonus Pool as the Chief Executive Officer of the Company shall determine.
The Bonus shall be paid not later than the July 31 following the end of the
applicable Year.
5. EXPENSES, BENEFITS AND PERQUISITES. (a) The Company will pay
or reimburse Executive for all travel and other expenses reasonably incurred by
Executive during the Term in connection with the performance of his duties
hereunder.
-7-
<PAGE>
(b) During the Term, Executive shall be entitled to participate
in all retirement, group insurance, medical and
-8-
<PAGE>
similar programs, and stock option and other benefit plans which from time to
time are available to executives of the Company, and shall be entitled to the
perquisites which he heretofore has received as a Senior Vice President of the
Company and President of Solutions.
6. DEATH OF EXECUTIVE. In the event Executive should die during
the Term, this Agreement and all benefits hereunder shall terminate, except that
Company shall pay Executive's surviving spouse or, if none, his estate the
Executive's Salary until the earlier of the last day of the sixth month next
following the month in which Executive's death occurs or September 30, l995.
Such termination shall not affect any rights which Executive may have at the
time of his death pursuant to any insurance or other death benefit, bonus,
retirement or stock award plans or arrangements of the Company or any
subsidiary, or any stock option plan or any options granted thereunder, which
rights shall continue to be governed by the provisions of such plans and
arrangements. In the event Executive's surviving spouse dies during the period
when payments are to be made to her, the balance of the amount remaining to be
paid at the date of her death shall be paid to her estate in like manner.
-9-
<PAGE>
-10-
<PAGE>
7. DISCHARGE FOR CAUSE. The Board may discharge Executive for
cause at any time. Such discharge shall be effected by notice (the "DISCHARGE
NOTICE") to Executive which shall specify the reasons for Executive's discharge
and the effective date thereof. As used herein, the term "FOR CAUSE" shall mean
only (i) chronic alcoholism, drug addiction, criminal dishonesty or (ii) willful
violation of specific written directions from the Board, which directions are
lawful and are consistent with the provisions of this Agreement ("WILLFUL
VIOLATION"); PROVIDED, however, that if (i) such discharge is effected because
of Executive's Willful Violation and (ii) within seven (7) days following the
date of receipt by the Executive of the Discharge Notice Executive shall cease
his Willful Violation and shall use his best efforts to carry out such written
directions, the termination shall not be effective. Upon termination pursuant
to this Section 7, this Agreement and all benefits hereunder shall terminate,
except that such termination shall not affect any rights which Executive may
have at the time of termination pursuant to any insurance or other death
benefit, bonus, retirement, severance pay or stock award plans or arrangements
of the Company or any subsidiary, or any stock option plan or any options
granted thereunder, which
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<PAGE>
rights shall continue to be governed by the provisions of such plans and
arrangements.
-12-
<PAGE>
8. DISABILITY. (a) For the purposes of this Section the
following shall have the meanings set forth:
(i) "CONSULTING SERVICES" shall mean the services set forth
in Section 8(d)(ii)(B)(i).
(ii) "TOTAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to either (a) fully perform the duties required of him
hereunder or (b) perform Consulting Services at least 40% of his normal
working time (working full days) prior to his disability ("Normal Working
Time").
(iii) "PARTIAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to fully perform the duties required of him hereunder
while having the ability to perform Consulting Services at least 40% of his
Normal Working Time.
(iv) "CONSULTING DISABILITY" shall mean a disability which
arises during a period of Executive's Partial Disability which results in
the inability of Executive to perform Consulting Services at least 40% of
his Normal Working Time; and
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<PAGE>
(v) "CONSULTING PERCENTAGE" shall mean such percentage of
his Normal Working Time as Executive is able
-14-
<PAGE>
to perform Consulting Services while having a Partial Disability. The
Consulting Percentage shall be determined by the Board from time to time
and shall be in multiples of 20%.
(b) Executive's employment as an employee hereunder may be
terminated by the Company if Executive has either a Total Disability or a
Partial Disability determined as provided in paragraph (i) of this Section 8.
Subject to the provisions of the next sentence, such termination shall be
effective on such date as the Board shall fix by resolution adopted after it has
been determined that Executive has a Total Disability or a Partial Disability,
which date shall not be earlier than the date on which such resolution is
adopted nor earlier than six (6) months after the date on which Executive first
was unable to fully perform the duties required of him hereunder. However, if
at any time during the period prior to the effective date determined pursuant to
the preceding sentence Executive has a Partial Disability, Executive shall
perform such services as the Board may reasonably request for a percentage of
his Normal Working Time determined by the Board not to exceed the Consulting
Percentage, and if Executive shall refuse or fail to do so, Executive's
employment as an employee shall terminate
-15-
<PAGE>
on the date of such refusal or failure, such termination being hereafter called
a "Work Refusal Termination".
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<PAGE>
(c) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Total
Disability, the Company shall pay Executive the following, in monthly
installments:
(i) his Salary through the date of termination; plus
(ii) the amount of his Salary (at the rate prevailing at
such termination) for the twelve (12) months after the date of such
termination (but not after the Term End) plus, if the date of such
termination is more than twelve (12) months prior to the Term End, one half
of such amount thereafter until the Term End, the amounts payable hereunder
to be increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(d) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Partial
Disability and not as a result of a Work Refusal Termination, then:
(i) The Company shall pay Executive his Salary through the
date of termination.
(ii) (A) Commencing the day following the
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<PAGE>
date of termination of Executive's employment as an employee and until the
Term End, Executive shall be a
-18-
<PAGE>
consultant to the Company and as such shall perform Consulting Services to
the fullest extent he is able for a percentage of his Normal Working Time
determined by the Board not to exceed his Consulting Percentage, and the
Company shall pay Executive for his services as a consultant in monthly
installments an amount equal to (i) 50 percent of the Salary (at the rate
prevailing at the date of such termination of Executive's employment as an
employee) plus (ii) a percentage of such Salary (the "Additional
Percentage") determined as follows:
<TABLE>
If the Consulting The Additional
Percentage is: Percentage is:
----------------- --------------
<S> <C>
40% 20%
60% 30%
80% 40%
</TABLE>
The amounts determined pursuant to the preceding sentence shall be
increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(B) During the period Executive is a consultant to the
Company, (i) Executive will provide such services concerning the business,
affairs and management
-19-
<PAGE>
of the Company as may be reasonably requested by the Board, which services
shall be performed at a time and place
-20-
<PAGE>
mutually convenient to both parties, and (ii) Executive shall not engage in
any other employment or perform any consulting services for others. During
the period he is a consultant, the Company shall supply Executive with such
secretarial and other services (including transportation and the use of
office facilities) as may be reasonably necessary to the performance of his
duties as a consultant.
(iii) If subsequent to the time of the determination that
Executive has a Partial Disability Executive shall have a Consulting
Disability and pursuant to Section 8(g) his services as a Consultant are
terminated, thereafter and until the Term End the Company shall pay
Executive the monthly amounts he would have been paid if the Executive had
had a Total Disability on the date of termination of his employment as an
employee.
(e) If Executive's employment as an employee is terminated by a
Work Refusal Termination, Executive shall not thereafter have any right to any
Salary or other compensation under this Section 8 or any other provision of this
Agreement.
(f) There shall be deducted from any compensation to which
Executive may be entitled under this Section 8 an amount equal to any disability
insurance payments received by
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<PAGE>
Executive with respect to the period for which he may be entitled to
compensation thereunder pursuant to any
-22-
<PAGE>
disability insurance policy paid for by the Company.
(g) If while Executive is a consultant he has a Consulting
Disability, his services as a consultant thereupon shall terminate.
(h) Amounts paid to Executive pursuant to this Section 8 shall
not diminish or otherwise adversely affect any rights which Executive may have
at the time of termination pursuant to any insurance or other benefit, bonus,
retirement, severance pay or stock award plans or arrangements of the Company or
any subsidiary, or any stock option plan or any options granted thereunder,
which rights shall continue to be governed by the provisions of such plans and
arrangements.
(i) The determination of whether Executive has
a Total Disability, Partial Disability or a Consulting Disability (and if a
Partial Disability, in what percentage), shall be made by the Board.
9. CHANGE IN CONTROL. (a) For the purposes of this Agreement
there will be a "CHANGE IN CONTROL OF THE COMPANY" if (i) 20% or more of the
voting stock of the Company becomes owned by a person or group and such person
or group, by its filing on a Schedule l3D made under the Securities Exchange Act
of l934 or otherwise, indicates the intention of seeking or
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<PAGE>
exercising control of the Company or reserves the right to seek or exercise
control, or (ii) the Company merges or consolidates
-24-
<PAGE>
with another corporation (other than a subsidiary of the Company) or sells all
or substantially all the assets of the Company, or (iii) five (5) or more of the
directors of the Company resign or cease to be directors within any twelve month
period for reasons other than (A) death, (B) incapacity or (C) personal reasons
not arising from a hostile environment.
(b) In the event there is a Change in Control of the Company
during the Term, then:
(i) At the sole option of Executive exercised within ninety days
of such event (but not thereafter) an amount equal to the Bonus of the
Executive for the Year immediately preceding the date of exercise of such
option (the "BONUS INCREMENT") shall be added to and become part of the
Salary effective as of May 1st of the Year in which Executive exercises
such option (with the amount of the resulting increase in Salary applicable
to the period from May 1st of such Year to and including the month of
exercise payable at the time of exercise) and, from and after such
exercise, (A) Executive shall not be entitled to any further Bonuses, and
(B) if such option is exercised prior to October 1, l994, the Salary as so
increased shall be increased effective October 1, 1994 by the same
percentage
-25-
<PAGE>
as the percentage increase in the CPI computed as set forth in paragraph
(b) of Section 4; and
(ii) If the option described in clause (i) of
-26-
<PAGE>
this paragraph (b) is exercised, Executive simultaneously may terminate his
services as an officer and employee and become a consultant to the Company
on such date as Executive elects, in which event (A) he shall serve as a
consultant to the Company and perform Consulting Services from such date
until September 30, l995, and (B) the Company shall pay Executive for his
Consulting Services in monthly installments a consulting fee in an amount
equal to 57-l/2% of the Salary at the rate prevailing at the date of such
termination of the Executive's employment as an employee, and if the date
of such termination is prior to October l, l994, such amount shall be
increased effective October 1, l994 by the same percentage as the
percentage increase in the CPI computed as set forth in paragraph (b) of
Section 4.
10. DISCHARGE WITHOUT CAUSE OR REDUCTION IN RESPONSIBILITIES.
(a) The Company retains the right to discharge Executive without cause at any
time during the Term by notice of termination given to Executive, which notice
shall become effective no sooner than 90 days after the giving thereof.
(b) Whether or not Executive is discharged pursuant to paragraph
(a) of this Section 10, if Executive shall
-27-
<PAGE>
not be continued until September 30, l995 as a Senior
-28-
<PAGE>
Vice President of the Company for a reason other than cause or Executive's
resignation or inability to perform, Executive shall have the right to terminate
all of his obligations under this Agreement by giving notice to the Company at
any time within 90 days after he ceases to hold such office. Such notice shall
specify the date of termination which shall be no sooner than 30 days following
the date on which such notice is given.
(c) If the Company discharges Executive without cause or if
Executive terminates pursuant to paragraph (b) of this Section 10, then until
September 30, l995 the Company shall pay Executive, in monthly installments, as
severance compensation and liquidated damages, all of the compensation provided
in Section 4 hereof which Executive would have received, and Executive shall be
entitled to all of the benefits which he would have been entitled to receive
hereunder (including, but not limited to, the benefits referred to in Section
5(b) hereof), had Executive not been so discharged or his offices not been so
terminated, and the following provisions shall apply:
(i) As used herein, the term "BONUS SEGMENT" shall mean an
amount equal to the Bonus paid or payable for the Year ended immediately
preceding the date of discharge
-29-
<PAGE>
or termination;
-30-
<PAGE>
(ii) If the Bonus Increment shall not have been added to and
become part of the Salary pursuant to paragraph (b) of Section 9, (x) the
Bonus Segment shall be added to and become part of the Salary effective as
of May 1st of the Year in which such discharge or termination occurs (with
the amount of the resulting increase in Salary applicable to the period
from May 1st of such Year to and including the month of discharge or
termination payable at the time of discharge or termination) and (y)
Executive shall not be entitled to any further Bonuses;
(iii) If the date of such discharge or termination is prior to
October 1, l994, the Salary shall be increased effective October 1, l994 by
the same percentage as the percentage increase in the CPI computed as set
forth in paragraph (b) of Section 4;
(iv) In determining the other benefits which Executive would
have received under Section 5(b) during the Term had such discharge or
termination not occurred, it shall be assumed that Executive would have
received benefits (including stock awards and other incentive compensation)
equal to those which he received with respect to the last Year prior to the
Year in which the discharge or termination
-31-
<PAGE>
occurs; and
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<PAGE>
(v) Executive shall not be required to seek or accept other
employment in order to mitigate damages, and the Company's obligation to
pay him following such discharge or termination shall not be reduced by the
amount of any compensation actually received by Executive for employment
with any other person thereafter. If any options or stock awards made
prior to the date of termination shall lapse by reason of a discharge or
termination governed by this Section 10, Executive shall be entitled to
recover from the Company as additional severance compensation and
liquidated damages amounts equal to the aggregate of all losses sustained
by Executive by reason of such lapse.
11. INDEMNIFICATION AND LEGAL FEES. (a) The Company shall
indemnify Executive to the fullest extent permitted by law and the certificate
of incorporation and by-laws of the Company from and against any loss, claim,
liability and/or expense incurred for, or by reason of, or arising out of, acts
of Executive as an officer and/or Director of the Company or any subsidiary.
(b) In the event Executive institutes any legal action to
enforce his rights under, or to recover damages for breach of, this Agreement
and he is the prevailing party in such
-33-
<PAGE>
an action, he shall be entitled to recover from the
-34-
<PAGE>
Company any actual reasonable expenses for attorneys' fees and disbursements
incurred by him in connection therewith.
12. NONCOMPETITION AND CONFIDENTIALITY AGREEMENT.
(a) During the Term, Executive will not, without the prior
written consent of the Company, directly or indirectly own, manage, operate,
control or participate in the ownership, management, operation or control of, or
be connected as a stockholder, partner, joint venturer or otherwise with, or
accept employment of any kind with, any business which, or any business or
organization any part of which, competes with the businesses of the Company or
any of its subsidiaries as such businesses are now conducted, in any
geographical area in which such businesses are conducted during the term of this
Agreement. However, nothing herein contained shall prevent Executive from
investing solely as a passive investor in any securities of a corporation,
partnership, trust, or other entity. For the purposes of this Agreement,
Executive shall be deemed to be a "passive investor" if he does not control, or
does not become part of any control group of, the issuer of securities acquired
by Executive.
(b) Notwithstanding anything to the contrary set forth therein,
the prohibitions of paragraph (a) of this Section
-35-
<PAGE>
12 shall not be binding on Executive if the Company
-36-
<PAGE>
discharges Executive without cause or if the Company otherwise breaches this
Agreement.
(c) (i) Executive acknowledges that during the term of his
employment with the Company or any of its subsidiaries, he may have access to
secret and confidential information with respect to some or all of the
following:
(A) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions, methods, systems
and processes,
(B) customers, and
(C) trade secrets
(all such information being hereinafter referred to as "Confidential
Information").
(ii) Executive agrees that (except as authorized in writing by
the Company or required pursuant to legal or administrative process) he will not
reveal, divulge or make known to any person, firm or corporation any
Confidential Information.
(iii) Executive agrees that if after the end of the Term he
shall discover any Confidential Information in his possession, he shall
forthwith deliver the same to the Company.
13. FISCAL YEAR. If the Company shall change its
-37-
<PAGE>
fiscal year, appropriate adjustments shall be made in the terms of this
Agreement to reflect such change.
-38-
<PAGE>
14. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration in the
City of New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof.
15. MISCELLANEOUS. (a) This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof. The Employment Agreement between the parties dated February 1, 1992 is
hereby terminated and neither party shall have any rights thereunder after the
date of this Agreement. This Agreement may only be modified or amended by an
instrument in writing executed by the parties hereto.
(b) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York without regard to choice of law
principles.
(c) This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the benefit of the successor or successors of the
Company, whether by merger, consolidation or otherwise.
(d) Any notice to be given pursuant to the terms
-39-
<PAGE>
of this Agreement shall be in writing and delivered by hand or
-40-
<PAGE>
sent by registered or certified mail, if to the Company, to the Secretary of the
Company at its principal offices in New York, New York, and if to Executive, to
his address set forth above or to such other address or to the attention of such
other person as either party has specified by prior written notice to the other
party.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers thereunto duly authorized, and Executive has executed
this Agreement all as of the date first above set forth.
AMREP CORPORATION
By /s/ Anthony B. Gliedman
--------------------------
Chairman of the Board
of Directors
/s/ Harvey W. Schultz
--------------------------
HARVEY W. SCHULTZ
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<PAGE>
EXHIBIT 10(E)
EMPLOYMENT AGREEMENT
AGREEMENT made as of October 1, l993 by and between AMREP CORPORATION
(the "Company"), an Oklahoma corporation, and MOHAN VACHANI ("Executive"), an
individual residing at 1 Diablo View Drive, Orinda, California.
W I T N E S S E T H:
WHEREAS, the Company presently employs Executive as a Senior Vice
President-Chief Financial Officer and desires that Executive continue in the
Company's employ for the term and on the terms and conditions hereinafter set
forth, and Executive is willing to do so.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereby agree as follows:
1. EMPLOYMENT. The Company agrees to continue to employ, and does
hereby employ, Executive as Senior Vice President-Chief Financial Officer, and
Executive hereby accepts
<PAGE>
such employment, for the Term, with the duties and compensation and upon the
terms and conditions contained hereafter in this Agreement.
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<PAGE>
2. TERM. Unless earlier ended as hereinafter in this Agreement
provided, the term of Executive's employment (the "TERM") shall continue to and
end on September 30, l995.
3. OFFICES AND DUTIES. (a) During the Term, Executive shall be a
Senior Vice President and Chief Financial Officer of the Company and also shall
be General Manager of the Company's Pacific Operations. Executive shall perform
his services subject only to the direction and control of the Company's Board of
Directors ("BOARD") and of the Chairman of the Board and President. Executive
shall not be required to perform any duties other than those which are
consistent with his status as a Senior Vice President of the Company.
(b) During the Term, Executive shall devote his full working
time and energies to the business and affairs of the Company. Executive agrees
during the Term to use his best efforts, skill and abilities to promote the
Company's interests; to serve as a director of the Company for so long as
elected; to serve as a director and officer of any corporation which is a
subsidiary of the Company if elected by the stockholders or board of directors
of such subsidiary corporation; and, subject to the provisions of the last
sentence of paragraph (a) of this
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<PAGE>
Section 3, to perform such duties as may be assigned to him by the Board or the
Chairman of the Board or the President.
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<PAGE>
(c) For so long as Executive's employment by the Company during
the Term shall continue, (i) Executive shall be elected as a Senior Vice
President of the Company by the Board at each meeting at which officers are
elected, and (ii) unless Executive otherwise consents in writing, the
headquarters for the performance of his services shall be the principal offices
of the Corporation in New York City, subject to such reasonable travel as the
performance of his duties may require, it being expected that Executive will
spend a portion of his time each month on the West Coast.
4. COMPENSATION. (a) As used herein the following terms shall have
the meanings set forth below:
"BONUS PLAN" means the Bonus Plan for Executives and Key Employees
established by the Board at a meeting on September 23, l993, as from time
to time amended.
"BONUS POOL" shall have the meaning set forth in the Bonus Plan.
"CPI" means the Consumer Price Index for All Urban Consumers (CPI-U)
United States City Averages (l967=100) issued by the Bureau of Labor
Statistics of the United States Department of Labor or, if such Index shall
be
-5-
<PAGE>
changed or discontinued, such other comparable or revised
-6-
<PAGE>
index as may be issued by the Bureau of Labor Statistics or another Agency
of the United States Government.
"YEAR" means the fiscal year of the Company.
(b) During the Term and except as otherwise provided in this
Agreement, the Company shall pay Executive an annual salary (the "SALARY"). The
Salary initially shall be at an annual rate not less than $236,500. The Salary
shall be reviewed at least annually by the Board and shall be increased (the
"MANDATORY INCREASE") October 1, 1994 by a percentage at least equal to the
percentage, if any, by which the CPI for the month of September 1994 exceeds the
CPI for the month of September 1993, and the resultant amount shall thereafter
be the Salary. The Salary shall be payable in equal installments not less
frequently than monthly.
(c) Except as otherwise provided in this Agreement, Executive
shall be paid a Bonus (the "BONUS") for each Year ending during the Term for
which there is a Bonus Pool. The Bonus for a Year shall be such percentage of
the Bonus Pool as the Chief Executive Officer of the Company shall determine.
The Bonus shall be paid not later than the July 31 following the end of the
applicable Year.
-7-
<PAGE>
5. EXPENSES, BENEFITS AND PERQUISITES. (a) The Company will pay
or reimburse Executive for all travel and
-8-
<PAGE>
other expenses reasonably incurred by Executive during the Term in connection
with the performance of his duties hereunder.
(b) During the Term, Executive shall be entitled to participate
in all retirement, group insurance, medical and similar programs, and stock
option and other benefit plans which from time to time are available to
executives of the Company, and shall receive a car allowance of $450 per month.
6. DEATH OF EXECUTIVE. In the event Executive should die during
the Term, this Agreement and all benefits hereunder shall terminate, except that
Company shall pay Executive's surviving spouse or, if none, his estate the
Executive's Salary until the earlier of the last day of the sixth month next
following the month in which Executive's death occurs or September 30, l995.
Such termination shall not affect any rights which Executive may have at the
time of his death pursuant to any insurance or other death benefit, bonus,
retirement or stock award plans or arrangements of the Company or any
subsidiary, or any stock option plan or any options granted thereunder, which
rights shall continue to be governed by the provisions of such plans and
arrangements. In the event Executive's surviving spouse dies during the period
when
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<PAGE>
payments are to be made to her, the balance of the amount remaining to be paid
at the date of her death shall be paid to her estate in like manner.
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<PAGE>
7. DISCHARGE FOR CAUSE. The Board may discharge Executive for
cause at any time. Such discharge shall be effected by notice (the "DISCHARGE
NOTICE") to Executive which shall specify the reasons for Executive's discharge
and the effective date thereof. As used herein, the term "FOR CAUSE" shall mean
only (i) chronic alcoholism, drug addiction, criminal dishonesty or (ii) willful
violation of specific written directions from the Board, which directions are
lawful and are consistent with the provisions of this Agreement ("WILLFUL
VIOLATION"); PROVIDED, however, that if (i) such discharge is effected because
of Executive's Willful Violation and (ii) within seven (7) days following the
date of receipt by the Executive of the Discharge Notice Executive shall cease
his Willful Violation and shall use his best efforts to carry out such written
directions, the termination shall not be effective. Upon termination pursuant
to this Section 7, this Agreement and all benefits hereunder shall terminate,
except that such termination shall not affect any rights which Executive may
have at the time of termination pursuant to any insurance or other death
benefit, bonus, retirement, severance pay or stock award plans or arrangements
of the Company or any subsidiary, or any stock option plan or any options
granted thereunder, which
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<PAGE>
rights shall continue to be governed by the provisions of such plans and
arrangements.
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<PAGE>
8. DISABILITY. (a) For the purposes of this Section the
following shall have the meanings set forth:
(i) "CONSULTING SERVICES" shall mean the services set forth
in Section 8(d)(ii)(B)(i).
(ii) "TOTAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to either (a) fully perform the duties required of him
hereunder or (b) perform Consulting Services at least 40% of his normal
working time (working full days) prior to his disability ("Normal Working
Time").
(iii) "PARTIAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to fully perform the duties required of him hereunder
while having the ability to perform Consulting Services at least 40% of his
Normal Working Time.
(iv) "CONSULTING DISABILITY" shall mean a disability which
arises during a period of Executive's Partial Disability which results in
the inability of Executive to perform Consulting Services at least 40% of
his Normal Working Time; and
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<PAGE>
(v) "CONSULTING PERCENTAGE" shall mean such percentage of
his Normal Working Time as Executive is able
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<PAGE>
to perform Consulting Services while having a Partial Disability. The
Consulting Percentage shall be determined by the Board from time to time
and shall be in multiples of 20%.
(b) Executive's employment as an employee hereunder may be
terminated by the Company if Executive has either a Total Disability or a
Partial Disability determined as provided in paragraph (i) of this Section 8.
Subject to the provisions of the next sentence, such termination shall be
effective on such date as the Board shall fix by resolution adopted after it has
been determined that Executive has a Total Disability or a Partial Disability,
which date shall not be earlier than the date on which such resolution is
adopted nor earlier than six (6) months after the date on which Executive first
was unable to fully perform the duties required of him hereunder. However, if
at any time during the period prior to the effective date determined pursuant to
the preceding sentence Executive has a Partial Disability, Executive shall
perform such services as the Board may reasonably request for a percentage of
his Normal Working Time determined by the Board not to exceed the Consulting
Percentage, and if Executive shall refuse or fail to do so, Executive's
employment as an employee shall terminate
-15-
<PAGE>
on the date of such refusal or failure, such termination being hereafter called
a "Work Refusal Termination".
-16-
<PAGE>
(c) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Total
Disability, the Company shall pay Executive the following, in monthly
installments:
(i) his Salary through the date of termination; plus
(ii) the amount of his Salary (at the rate prevailing at
such termination) for the twelve (12) months after the date of such
termination (but not after the Term End) plus, if the date of such
termination is more than twelve (12) months prior to the Term End, one half
of such amount thereafter until the Term End, the amounts payable hereunder
to be increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(d) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Partial
Disability and not as a result of a Work Refusal Termination, then:
(i) The Company shall pay Executive his Salary through the
date of termination.
(ii) (A) Commencing the day following the
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<PAGE>
date of termination of Executive's employment as an employee and until the
Term End, Executive shall be a
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<PAGE>
consultant to the Company and as such shall perform Consulting Services to
the fullest extent he is able for a percentage of his Normal Working Time
determined by the Board not to exceed his Consulting Percentage, and the
Company shall pay Executive for his services as a consultant in monthly
installments an amount equal to (i) 50 percent of the Salary (at the rate
prevailing at the date of such termination of Executive's employment as an
employee) plus (ii) a percentage of such Salary (the "Additional
Percentage") determined as follows:
<TABLE>
If the Consulting The Additional
Percentage is: Percentage is:
----------------- --------------
<S> <C>
40% 20%
60% 30%
80% 40%
</TABLE>
The amounts determined pursuant to the preceding sentence shall be
increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(B) During the period Executive is a consultant to the
Company, (i) Executive will provide such services concerning the business,
affairs and management
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<PAGE>
of the Company as may be reasonably requested by the Board, which services
shall be performed at a time and place
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<PAGE>
mutually convenient to both parties, and (ii) Executive shall not engage in
any other employment or perform any consulting services for others. During
the period he is a consultant, the Company shall supply Executive with such
secretarial and other services (including transportation and the use of
office facilities) as may be reasonably necessary to the performance of his
duties as a consultant.
(iii) If subsequent to the time of the determination that
Executive has a Partial Disability Executive shall have a Consulting
Disability and pursuant to Section 8(g) his services as a Consultant are
terminated, thereafter and until the Term End the Company shall pay
Executive the monthly amounts he would have been paid if the Executive had
had a Total Disability on the date of termination of his employment as an
employee.
(e) If Executive's employment as an employee is terminated by a
Work Refusal Termination, Executive shall not thereafter have any right to any
Salary or other compensation under this Section 8 or any other provision of this
Agreement.
(f) There shall be deducted from any compensation to which
Executive may be entitled under this Section 8 an amount equal to any disability
insurance payments received by
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<PAGE>
Executive with respect to the period for which he
-22-
<PAGE>
may be entitled to compensation thereunder pursuant to any disability insurance
policy paid for by the Company.
(g) If while Executive is a consultant he has a Consulting
Disability, his services as a consultant thereupon shall terminate.
(h) Amounts paid to Executive pursuant to this Section 8 shall
not diminish or otherwise adversely affect any rights which Executive may have
at the time of termination pursuant to any insurance or other benefit, bonus,
retirement, severance pay or stock award plans or arrangements of the Company or
any subsidiary, or any stock option plan or any options granted thereunder,
which rights shall continue to be governed by the provisions of such plans and
arrangements.
(i) The determination of whether Executive has
a Total Disability, Partial Disability or a Consulting Disability (and if a
Partial Disability, in what percentage), shall be made by the Board.
9. CHANGE IN CONTROL. (a) For the purposes of this Agreement
there will be a "CHANGE IN CONTROL OF THE COMPANY" if (i) 20% or more of the
voting stock of the Company becomes owned by a person or group and such person
or group, by
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<PAGE>
its filing on a Schedule l3D made under the Securities Exchange Act of l934 or
otherwise, indicates the intention of seeking or exercising control of the
Company or reserves the right to seek
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<PAGE>
or exercise control, or (ii) the Company merges or consolidates with another
corporation (other than a subsidiary of the Company) or sells all or
substantially all the assets of the Company, or (iii) five (5) or more of the
directors of the Company resign or cease to be directors within any twelve month
period for reasons other than (A) death, (B) incapacity or (C) personal reasons
not arising from a hostile environment.
(b) In the event there is a Change in Control of the Company
during the Term, then at any time thereafter:
(i) At the sole option of Executive an amount equal to the Bonus
of the Executive for the Year immediately preceding the date of exercise of
such option (the "BONUS INCREMENT") shall be added to and become part of
the Salary effective as of May 1st of the Year in which Executive exercises
such option (with the amount of the resulting increase in Salary applicable
to the period from May 1st of such Year to and including the month of
exercise payable at the time of exercise) and, from and after such
exercise, (A) Executive shall not be entitled to any further Bonuses, and
(B) if such option is exercised prior to October 1, l994, the Salary as so
increased shall be increased effective October 1, 1994 by the same
percentage as the percentage
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<PAGE>
increase in the CPI computed as set forth in paragraph (b) of Section 4;
and
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<PAGE>
(ii) At any time after the option described in clause (i) of
this paragraph (b) has been exercised, Executive may terminate his services
as an officer and employee and become a consultant to the Company on such
date as Executive elects, in which event (A) he shall serve as a consultant
to the Company and perform Consulting Services from such date until
September 30, l995, and (B) the Company shall pay Executive for his
Consulting Services in monthly installments a consulting fee in an amount
equal to 57-l/2% of the Salary at the rate prevailing at the date of such
termination of the Executive's employment as an employee, and if the date
of such termination is prior to October l, l994, such amount shall be
increased effective October 1, l994 by the same percentage as the
percentage increase in the CPI computed as set forth in paragraph (b) of
Section 4.
10. DISCHARGE WITHOUT CAUSE OR REDUCTION IN RESPONSIBILITIES.
(a) The Company retains the right to discharge Executive without cause at any
time during the Term by notice of termination given to Executive, which notice
shall become effective no sooner than 90 days after the giving thereof.
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<PAGE>
(b) Whether or not Executive is discharged pursuant to paragraph
(a) of this Section 10, if Executive
-28-
<PAGE>
shall not be continued until September 30, l995 as a Senior Vice President of
the Company for a reason other than cause, Executive's resignation or inability
to perform, Executive shall have the right to terminate all of his obligations
under this Agreement by giving notice to the Company at any time within 90 days
after he ceases to hold such office. Such notice shall specify the date of
termination which shall be no sooner than 30 days following the date on which
such notice is given.
(c) If the Company discharges Executive without cause or if
Executive terminates pursuant to paragraph (b) of this Section 10, then until
September 30, l995 the Company shall pay Executive, in monthly installments, as
severance compensation and liquidated damages, all of the compensation provided
in Section 4 hereof which Executive would have received, and Executive shall be
entitled to all of the benefits which he would have been entitled to receive
hereunder (including, but not limited to, the benefits referred to in Section
5(b) hereof), had Executive not been so discharged or his offices not been so
terminated, and the following provisions shall apply:
(i) As used herein, the term "BONUS SEGMENT" shall mean an
amount equal to the Bonus paid or payable for
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<PAGE>
the Year ended immediately preceding the date of discharge
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<PAGE>
or termination;
(ii) If the Bonus Increment shall not have been added to and
become part of the Salary pursuant to paragraph (b) of Section 9, (x) the
Bonus Segment shall be added to and become part of the Salary effective as
of May 1st of the Year in which such discharge or termination occurs (with
the amount of the resulting increase in Salary applicable to the period
from May 1st of such Year to and including the month of discharge or
termination payable at the time of discharge or termination) and (y)
Executive shall not be entitled to any further Bonuses;
(iii) If the date of such discharge or termination is prior to
October 1, l994, the Salary shall be increased effective October 1, l994 by
the same percentage as the percentage increase in the CPI computed as set
forth in paragraph (b) of Section 4;
(iv) In determining the other benefits which Executive would
have received under Section 5(b) during the Term had such discharge or
termination not occurred, it shall be assumed that Executive would have
received benefits (including stock awards and other incentive compensation)
equal to those which he received with respect to the last
-31-
<PAGE>
Year prior to the Year in which the discharge or termination occurs; and
-32-
<PAGE>
(v) Executive shall not be required to seek or accept other
employment in order to mitigate damages, and the Company's obligation to
pay him following such discharge or termination shall not be reduced by the
amount of any compensation actually received by Executive for employment
with any other person thereafter. If any options or stock awards made
prior to the date of termination shall lapse by reason of a discharge or
termination governed by this Section 10, Executive shall be entitled to
recover from the Company as additional severance compensation and
liquidated damages amounts equal to the aggregate of all losses sustained
by Executive by reason of such lapse.
11. INDEMNIFICATION AND LEGAL FEES. (a) The Company shall
indemnify Executive to the fullest extent permitted by law and the certificate
of incorporation and by-laws of the Company from and against any loss, claim,
liability and/or expense incurred for, or by reason of, or arising out of, acts
of Executive as an officer and/or Director of the Company or any subsidiary.
(b) In the event Executive institutes any legal action to
enforce his rights under, or to recover damages for
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<PAGE>
breach of, this Agreement and he is the prevailing party in such an action, he
shall be entitled to recover from the
-34-
<PAGE>
Company any actual reasonable expenses for attorneys' fees and disbursements
incurred by him in connection therewith.
12. NONCOMPETITION AND CONFIDENTIALITY AGREEMENT.
(a) During the Term, Executive will not, without the prior
written consent of the Company, directly or indirectly own, manage, operate,
control or participate in the ownership, management, operation or control of, or
be connected as a stockholder, partner, joint venturer or otherwise with, or
accept employment of any kind with, any business which, or any business or
organization any part of which, competes with the businesses of the Company or
any of its subsidiaries as such businesses are now conducted, in any
geographical area in which such businesses are conducted during the term of this
Agreement. However, nothing herein contained shall prevent Executive from
investing solely as a passive investor in any securities of a corporation,
partnership, trust, or other entity. For the purposes of this Agreement,
Executive shall be deemed to be a "passive investor" if he does not control, or
does not become part of any control group of, the issuer of securities acquired
by Executive.
(b) Notwithstanding anything to the contrary set
-35-
<PAGE>
forth therein, the prohibitions of paragraph (a) of this Section 12 shall not be
binding on Executive if the Company
-36-
<PAGE>
discharges Executive without cause or if the Company otherwise breaches this
Agreement.
(c) (i) Executive acknowledges that during the term of his
employment with the Company or any of its subsidiaries, he may have access to
secret and confidential information with respect to some or all of the
following:
(A) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions, methods, systems
and processes,
(B) customers, and
(C) trade secrets
(all such information being hereinafter referred to as "Confidential
Information").
(ii) Executive agrees that (except as authorized in writing by
the Company or required pursuant to legal or administrative process) he will not
reveal, divulge or make known to any person, firm or corporation any
Confidential Information.
(iii) Executive agrees that if after the end of the Term he
shall discover any Confidential Information in his possession, he shall
forthwith deliver the same to the Company.
-37-
<PAGE>
13. FISCAL YEAR. If the Company shall change its fiscal year,
appropriate adjustments shall be made in the terms of this Agreement to reflect
such change.
-38-
<PAGE>
14. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration in the
City of New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof.
15. MISCELLANEOUS. (a) This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof. This Agreement may only be modified or amended by an instrument in
writing executed by the parties hereto.
(b) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York without regard to choice of law
principles.
(c) This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the benefit of the successor or successors of the
Company, whether by merger, consolidation or otherwise.
(d) Any notice to be given pursuant to the terms of this
Agreement shall be in writing and delivered by hand or
-39-
<PAGE>
sent by registered or certified mail, if to the Company, to the Secretary of the
Company at its principal offices in New York, New York, and if to Executive, to
his address set forth above
-40-
<PAGE>
or to such other address or to the attention of such other person as either
party has specified by prior written notice to the other party.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers thereunto duly authorized, and Executive has executed
this Agreement all as of the date first above set forth.
AMREP CORPORATION
By /s/ Anthony B. Gliedman
--------------------------
Chairman of the Board
of Directors
/s/ Mohan Vachani
--------------------------
MOHAN VACHANI
-41-
<PAGE>
EXHIBIT 10(F)
EMPLOYMENT AGREEMENT
AGREEMENT made as of October 1, l993 by and between AMREP CORPORATION
(the "Company"), an Oklahoma corporation, and RUDOLPH J. SKALKA ("Executive"),
an individual residing at 23 Bouvant Drive, Princeton, New Jersey 08540.
W I T N E S S E T H:
WHEREAS, the Company presently employs Executive as Vice President-
Finance and desires that Executive continue in the Company's employ for the term
and on the terms and conditions hereinafter set forth, and Executive is willing
to do so.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereby agree as follows:
1. EMPLOYMENT. The Company agrees to continue to employ, and does
hereby employ, Executive as Vice President- Finance, and Executive hereby
accepts such employment, for the Term, with the duties and compensation and upon
the terms
<PAGE>
and conditions contained hereafter in this Agreement.
-2-
<PAGE>
2. TERM. Unless earlier ended as hereinafter in this Agreement
provided, the term of Executive's employment (the "TERM") shall continue to and
end on September 30, l995.
3. OFFICES AND DUTIES. (a) During the Term, Executive shall be
Vice President-Finance of the Company. Executive shall perform his services
subject only to the direction and control of the Company's Board of Directors
("BOARD") and of the Chairman of the Board and President. Executive shall not
be required to perform any duties other than those which are consistent with his
status as a Vice President of the Company.
(b) During the Term Executive shall devote his full working time
and energies to the business and affairs of the Company. Executive agrees
during the Term to use his best efforts, skill and abilities to promote the
Company's interests; to serve as a director and officer of any corporation which
is a subsidiary of the Company if elected by the stockholders or board of
directors of such subsidiary corporation; and, subject to the provisions of the
last sentence of paragraph (a) of this Section 3, to perform such duties as may
be assigned to him by the Board or the Chairman of the Board or the President.
-3-
<PAGE>
(c) For so long as Executive's employment by the Company during
the Term shall continue (i) Executive shall be
-4-
<PAGE>
elected a Vice President of the Company at each meeting at which officers are
elected, and (ii) unless Executive otherwise consents in writing, the
headquarters for the performance of his services shall be the principal offices
of the Corporation in New York City, subject to such reasonable travel as the
performance of his duties may require.
4. COMPENSATION. (a) As used herein the following terms shall have
the meanings set forth below:
"BONUS PLAN" means the Bonus Plan for Executives and Key Employees
established by the Board at a meeting on September 23, l993, as from time
to time amended.
"BONUS POOL" shall have the meaning set forth in the Bonus Plan.
"CPI" means the Consumer Price Index for All Urban Consumers (CPI-U)
United States City Averages (l967=100) issued by the Bureau of Labor
Statistics of the United States Department of Labor or, if such Index shall
be changed or discontinued, such other comparable or revised index as may
be issued by the Bureau of Labor Statistics or another Agency of the United
States Government.
"YEAR" means the fiscal year of the Company.
-5-
<PAGE>
(b) During the Term and except as otherwise provided in this
Agreement, the Company shall pay Executive an annual salary (the "SALARY"). The
Salary initially shall be at
-6-
<PAGE>
an annual rate not less than $151,600. The Salary shall be reviewed at least
annually by the Board and shall be increased (the "MANDATORY INCREASE") October
1, 1994 by a percentage at least equal to the percentage, if any, by which the
CPI for the month of September 1994 exceeds the CPI for the month of September
1993, and the resultant amount shall thereafter be the Salary. The Salary shall
be payable in equal installments not less frequently than monthly.
(c) Except as otherwise provided in this Agreement, Executive
shall be paid a Bonus (the "BONUS") for each Year ending during the Term for
which there is a Bonus Pool. The Bonus for a Year shall be such percentage of
the Bonus Pool as the Chief Executive Officer of the Company shall determine.
The Bonus shall be paid not later than the July 31 following the end of the
applicable Year.
5. EXPENSES, BENEFITS AND PERQUISITES. (a) The Company will pay
or reimburse Executive for all travel and other expenses reasonably incurred by
Executive during the Term in connection with the performance of his duties
hereunder.
(b) During the Term, Executive shall be entitled to participate
in all retirement, group insurance, medical and
-7-
<PAGE>
similar programs, and stock option and other benefit plans which from time to
time are available to executives of the Company, and shall be entitled to the
perquisites which he
-8-
<PAGE>
heretofore has received as Vice President-Finance of the Company.
6. DEATH OF EXECUTIVE. In the event Executive should die during
the Term, this Agreement and all benefits hereunder shall terminate, except that
Company shall pay Executive's surviving spouse or, if none, his estate the
Executive's Salary until the earlier of the last day of the sixth month next
following the month in which Executive's death occurs or September 30, l995.
Such termination shall not affect any rights which Executive may have at the
time of his death pursuant to any insurance or other death benefit, bonus,
retirement or stock award plans or arrangements of the Company or any
subsidiary, or any stock option plan or any options granted thereunder, which
rights shall continue to be governed by the provisions of such plans and
arrangements. In the event Executive's surviving spouse dies during the period
when payments are to be made to her, the balance of the amount remaining to be
paid at the date of her death shall be paid to her estate in like manner.
7. DISCHARGE FOR CAUSE. The Board may discharge Executive for
cause at any time. Such discharge shall be
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<PAGE>
effected by notice (the "DISCHARGE NOTICE") to Executive which shall specify the
reasons for Executive's discharge and the
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<PAGE>
effective date thereof. As used herein, the term "FOR CAUSE" shall mean only
(i) chronic alcoholism, drug addiction, criminal dishonesty or (ii) willful
violation of specific written directions from the Board, which directions are
lawful and are consistent with the provisions of this Agreement ("WILLFUL
VIOLATION"); PROVIDED, however, that if (i) such discharge is effected because
of Executive's Willful Violation and (ii) within seven (7) days following the
date of receipt by the Executive of the Discharge Notice Executive shall cease
his Willful Violation and shall use his best efforts to carry out such written
directions, the termination shall not be effective. Upon termination pursuant
to this Section 7, this Agreement and all benefits hereunder shall terminate,
except that such termination shall not affect any rights which Executive may
have at the time of termination pursuant to any insurance or other death
benefit, bonus, retirement, severance pay or stock award plans or arrangements
of the Company or any subsidiary, or any stock option plan or any options
granted thereunder, which rights shall continue to be governed by the provisions
of such plans and arrangements.
8. DISABILITY. (a) For the purposes of this
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<PAGE>
Section the following shall have the meanings set forth:
(i) "CONSULTING SERVICES" shall mean the services set forth
in Section 8(d)(ii)(B)(i).
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<PAGE>
(ii) "TOTAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to either (a) fully perform the duties required of him
hereunder or (b) perform Consulting Services at least 40% of his normal
working time (working full days) prior to his disability ("Normal Working
Time").
(iii) "PARTIAL DISABILITY" shall mean the inability of
Executive for any substantial period of time, by reason of a physical or
mental condition, to fully perform the duties required of him hereunder
while having the ability to perform Consulting Services at least 40% of his
Normal Working Time.
(iv) "CONSULTING DISABILITY" shall mean a disability which
arises during a period of Executive's Partial Disability which results in
the inability of Executive to perform Consulting Services at least 40% of
his Normal Working Time; and
(v) "CONSULTING PERCENTAGE" shall mean such percentage of
his Normal Working Time as Executive is able to perform Consulting Services
while having a Partial Disability. The Consulting Percentage shall be
determined
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by the Board from time to time and shall be in multiples of 20%.
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<PAGE>
(b) Executive's employment as an employee hereunder may be
terminated by the Company if Executive has either a Total Disability or a
Partial Disability determined as provided in paragraph (i) of this Section 8.
Subject to the provisions of the next sentence, such termination shall be
effective on such date as the Board shall fix by resolution adopted after it has
been determined that Executive has a Total Disability or a Partial Disability,
which date shall not be earlier than the date on which such resolution is
adopted nor earlier than six (6) months after the date on which Executive first
was unable to fully perform the duties required of him hereunder. However, if
at any time during the period prior to the effective date determined pursuant to
the preceding sentence Executive has a Partial Disability, Executive shall
perform such services as the Board may reasonably request for a percentage of
his Normal Working Time determined by the Board not to exceed the Consulting
Percentage, and if Executive shall refuse or fail to do so, Executive's
employment as an employee shall terminate on the date of such refusal or
failure, such termination being hereafter called a "Work Refusal Termination".
(c) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because
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<PAGE>
Executive has a Total Disability, the Company shall pay Executive the following,
in monthly installments:
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<PAGE>
(i) his Salary through the date of termination; plus
(ii) the amount of his Salary (at the rate prevailing at
such termination) for the twelve (12) months after the date of such
termination (but not after the Term End) plus, if the date of such
termination is more than twelve (12) months prior to the Term End, one half
of such amount thereafter until the Term End, the amounts payable hereunder
to be increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(d) If Executive's employment as an employee is terminated
pursuant to paragraph (b) of this Section 8 because Executive has a Partial
Disability and not as a result of a Work Refusal Termination, then:
(i) The Company shall pay Executive his Salary through the
date of termination.
(ii) (A) Commencing the day following the date of
termination of Executive's employment as an employee and until the Term
End, Executive shall be a consultant to the Company and as such shall
perform Consulting Services to the fullest extent he is able for a
percentage of his Normal
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<PAGE>
Working Time determined by the Board not to exceed his Consulting
Percentage, and the
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<PAGE>
Company shall pay Executive for his services as a consultant in monthly
installments an amount equal to (i) 50 percent of the Salary (at the rate
prevailing at the date of such termination of Executive's employment as an
employee) plus (ii) a percentage of such Salary (the "Additional
Percentage") determined as follows:
<TABLE>
If the Consulting The Additional
Percentage is: Percentage is:
----------------- --------------
<S> <C>
40% 20%
60% 30%
80% 40%
</TABLE>
The amounts determined pursuant to the preceding sentence shall be
increased each October 1st by the same percentage as the percentage
increase in the CPI computed as set forth in paragraph (b) of Section 4.
(B) During the period Executive is a consultant to the
Company, (i) Executive will provide such services concerning the business,
affairs and management of the Company as may be reasonably requested by the
Board, which services shall be performed at a time and place mutually
convenient to both parties, and (ii) Executive shall not engage in any
other employment or perform any
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<PAGE>
consulting services for others. During the period he is a consultant, the
Company shall supply Executive with such
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<PAGE>
secretarial and other services (including transportation and the use of
office facilities) as may be reasonably necessary to the performance of his
duties as a consultant.
(iii) If subsequent to the time of the determination that
Executive has a Partial Disability Executive shall have a Consulting
Disability and pursuant to Section 8(g) his services as a Consultant are
terminated, thereafter and until the Term End the Company shall pay
Executive the monthly amounts he would have been paid if the Executive had
had a Total Disability on the date of termination of his employment as an
employee.
(e) If Executive's employment as an employee is terminated by a
Work Refusal Termination, Executive shall not thereafter have any right to any
Salary or other compensation under this Section 8 or any other provision of this
Agreement.
(f) There shall be deducted from any compensation to which
Executive may be entitled under this Section 8 an amount equal to any disability
insurance payments received by Executive with respect to the period for which he
may be entitled to compensation thereunder pursuant to any disability insurance
policy paid for by the Company.
(g) If while Executive is a consultant he has a
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<PAGE>
Consulting Disability, his services as a consultant thereupon shall terminate.
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<PAGE>
(h) Amounts paid to Executive pursuant to this Section 8 shall
not diminish or otherwise adversely affect any rights which Executive may have
at the time of termination pursuant to any insurance or other benefit, bonus,
retirement, severance pay or stock award plans or arrangements of the Company or
any subsidiary, or any stock option plan or any options granted thereunder,
which rights shall continue to be governed by the provisions of such plans and
arrangements.
(i) The determination of whether Executive has
a Total Disability, Partial Disability or a Consulting Disability (and if a
Partial Disability, in what percentage), shall be made by the Board.
9. CHANGE IN CONTROL. (a) For the purposes of this Agreement
there will be a "CHANGE IN CONTROL OF THE COMPANY" if (i) 20% or more of the
voting stock of the Company becomes owned by a person or group and such person
or group, by its filing on a Schedule l3D made under the Securities Exchange Act
of l934 or otherwise, indicates the intention of seeking or exercising control
of the Company or reserves the right to seek or exercise control, or (ii) the
Company merges or consolidates with another corporation (other than a subsidiary
of the
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<PAGE>
Company) or sells all or substantially all the assets of the Company, or (iii)
five (5) or more of the directors of the Company resign or cease to be directors
within any twelve month
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<PAGE>
period for reasons other than (A) death, (B) incapacity or (C) personal reasons
not arising from a hostile environment.
(b) In the event there is a Change in Control of the Company
during the Term, then:
(i) At the sole option of Executive exercised within ninety days
of such event (but not thereafter) an amount equal to the Bonus of the
Executive for the Year immediately preceding the date of exercise of such
option (the "BONUS INCREMENT") shall be added to and become part of the
Salary effective as of May 1st of the Year in which Executive exercises
such option (with the amount of the resulting increase in Salary applicable
to the period from May 1st of such Year to and including the month of
exercise payable at the time of exercise) and, from and after such
exercise, (A) Executive shall not be entitled to any further Bonuses, and
(B) if such option is exercised prior to October 1, l994, the Salary as so
increased shall be increased effective October 1, 1994 by the same
percentage as the percentage increase in the CPI computed as set forth in
paragraph (b) of Section 4; and
(ii) If the option described in clause (i) of this paragraph (b)
is exercised, Executive simultaneously
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<PAGE>
may terminate his services as an officer and employee and become a
consultant to the Company on such date as
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<PAGE>
Executive elects, in which event (A) he shall serve as a consultant to the
Company and perform Consulting Services from such date until September 30,
l995, and (B) the Company shall pay Executive for his Consulting Services
in monthly installments a consulting fee in an amount equal to 57-l/2% of
the Salary at the rate prevailing at the date of such termination of the
Executive's employment as an employee, and if the date of such termination
is prior to October l, l994, such amount shall be increased effective
October 1, l994 by the same percentage as the percentage increase in the
CPI computed as set forth in paragraph (b) of Section 4.
10. DISCHARGE WITHOUT CAUSE OR REDUCTION IN RESPONSIBILITIES.
(a) The Company retains the right to discharge Executive without cause at any
time during the Term by notice of termination given to Executive, which notice
shall become effective no sooner than 90 days after the giving thereof.
(b) Whether or not Executive is discharged pursuant to paragraph
(a) of this Section 10, if Executive shall not be continued until September 30,
l995 as a Vice President of the Company for a reason other than cause or
Executive's
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<PAGE>
resignation or inability to perform. Executive shall have the right to
terminate all of his obligations under this Agreement by giving notice to the
Company at any time
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<PAGE>
within 90 days after he ceases to hold such office. Such notice shall specify
the date of termination which shall be no sooner than 30 days following the date
on which such notice is given.
(c) If the Company discharges Executive without cause or if
Executive terminates pursuant to paragraph (b) of this Section 10, then until
September 30, l995 the Company shall pay Executive, in monthly installments, as
severance compensation and liquidated damages, all of the compensation provided
in Section 4 hereof which Executive would have received, and Executive shall be
entitled to all of the benefits which he would have been entitled to receive
hereunder (including, but not limited to, the benefits referred to in Section
5(b) hereof), had Executive not been so discharged or his offices not been so
terminated, and the following provisions shall apply:
(i) As used herein, the term "BONUS SEGMENT" shall mean an
amount equal to the Bonus paid or payable for the Year ended immediately
preceding the date of discharge or termination;
(ii) If the Bonus Increment shall not have been added to and
become part of the Salary pursuant to paragraph (b) of Section 9, (x) the
Bonus Segment shall be added to
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<PAGE>
and become part of the Salary effective as of May
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<PAGE>
1st of the Year in which such discharge or termination occurs (with the
amount of the resulting increase in Salary applicable to the period from
May 1st of such Year to and including the month of discharge or termination
payable at the time of discharge or termination) and (y) Executive shall
not be entitled to any further Bonuses;
(iii) If the date of such discharge or termination is prior to
October 1, l994, the Salary shall be increased effective October 1, l994 by
the same percentage as the percentage increase in the CPI computed as set
forth in paragraph (b) of Section 4;
(iv) In determining the other benefits which Executive would
have received under Section 5(b) during the Term had such discharge or
termination not occurred, it shall be assumed that Executive would have
received benefits (including stock awards and other incentive compensation)
equal to those which he received with respect to the last Year prior to the
Year in which the discharge or termination occurs; and
(v) Executive shall not be required to seek or accept other
employment in order to mitigate damages, and the Company's obligation to
pay him following such discharge
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<PAGE>
or termination shall not be reduced by the amount of any compensation
actually received by Executive for
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<PAGE>
employment with any other person thereafter. If any options or stock
awards made prior to the date of termination shall lapse by reason of a
discharge or termination governed by this Section 10, Executive shall be
entitled to recover from the Company as additional severance compensation
and liquidated damages amounts equal to the aggregate of all losses
sustained by Executive by reason of such lapse.
11. INDEMNIFICATION AND LEGAL FEES. (a) The Company shall
indemnify Executive to the fullest extent permitted by law and the certificate
of incorporation and by-laws of the Company from and against any loss, claim,
liability and/or expense incurred for, or by reason of, or arising out of, acts
of Executive as an officer and/or Director of the Company or any subsidiary.
(b) In the event Executive institutes any legal action to
enforce his rights under, or to recover damages for breach of, this Agreement
and he is the prevailing party in such an action, he shall be entitled to
recover from the Company any actual reasonable expenses for attorneys' fees and
disbursements incurred by him in connection therewith.
12. NONCOMPETITION AND CONFIDENTIALITY AGREEMENT.
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<PAGE>
(a) During the Term, Executive will not, without
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<PAGE>
the prior written consent of the Company, directly or indirectly own, manage,
operate, control or participate in the ownership, management, operation or
control of, or be connected as a stockholder, partner, joint venturer or
otherwise with, or accept employment of any kind with, any business which, or
any business or organization any part of which, competes with the businesses of
the Company or any of its subsidiaries as such businesses are now conducted, in
any geographical area in which such businesses are conducted during the term of
this Agreement. However, nothing herein contained shall prevent Executive from
investing solely as a passive investor in any securities of a corporation,
partnership, trust, or other entity. For the purposes of this Agreement,
Executive shall be deemed to be a "passive investor" if he does not control, or
does not become part of any control group of, the issuer of securities acquired
by Executive.
(b) Notwithstanding anything to the contrary set forth therein,
the prohibitions of paragraph (a) of this Section 12 shall not be binding on
Executive if the Company discharges Executive without cause or if the Company
otherwise breaches this Agreement.
(c) (i) Executive acknowledges that during the
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<PAGE>
term of his employment with the Company or any of its subsidiaries, he may have
access to secret and confidential
-36-
<PAGE>
information with respect to some or all of the following:
(A) product and business plans, budgets, sales forecasts,
design plans, research and engineering data, inventions, methods, systems
and processes,
(B) customers, and
(C) trade secrets
(all such information being hereinafter referred to as "Confidential
Information").
(ii) Executive agrees that (except as authorized in writing by
the Company or required pursuant to legal or administrative process) he will not
reveal, divulge or make known to any person, firm or corporation any
Confidential Information.
(iii) Executive agrees that if after the end of the Term he
shall discover any Confidential Information in his possession, he shall
forthwith deliver the same to the Company.
13. FISCAL YEAR. If the Company shall change its fiscal year,
appropriate adjustments shall be made in the terms of this Agreement to reflect
such change.
14. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall
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<PAGE>
be settled by arbitration in the City of New York in accordance with the
Commercial Arbitration Rules of the American
-38-
<PAGE>
Arbitration Association, and judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction thereof.
15. MISCELLANEOUS. (a) This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof. This Agreement may only be modified or amended by an instrument in
writing executed by the parties hereto.
(b) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York without regard to choice of law
principles.
(c) This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the benefit of the successor or successors of the
Company, whether by merger, consolidation or otherwise.
(d) Any notice to be given pursuant to the terms of this
Agreement shall be in writing and delivered by hand or sent by registered or
certified mail, if to the Company, to the Secretary of the Company at its
principal offices in New York, New York, and if to Executive, to his address set
forth above or to such other address or to the attention of such other person
-39-
<PAGE>
as either party has specified by prior written notice to the other party.
-40-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers thereunto duly authorized, and Executive has executed
this Agreement all as of the date first above set forth.
AMREP CORPORATION
By /s/ Anthony B. Gliedman
--------------------------
Chairman of the Board
of Directors
/s/ Rudolph J. Skalka
--------------------------
RUDOLPH J. SKALKA
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