Exhibit 10.38
EMPLOYMENT AGREEMENT AMENDMENT 2
December 28, 2023 Andrea Olshan
Dear Andrea,
Reference is made to that certain employment agreement between you and Seritage Growth Properties (the “Company”), dated February 7, 2021 (the “Employment Agreement”), as amended by that certain Employment Agreement Amendment 1, dated March 15, 2022 (the “Original Amendment”). Capitalized terms that are not defined herein shall have the meanings assigned to such terms in the Employment Agreement.
In recognition of the contributions that you have made, and which we expect you to continue to make, to the success of the Company, the Compensation Committee has approved certain amendments to the Employment Agreement, subject to all of the terms and conditions of this Employment Agreement Amendment 2 (this “Amendment”), which terms and conditions shall (i) be deemed to be added to the terms and conditions of the Employment Agreement and (ii) supersede the terms and conditions of the Original Amendment.
(i) $1,000,000 for the Annual Period beginning March 16, 2023; (ii) $1,050,000 for the Annual Period beginning March 16, 2024; (iii) $1,102,500 for the Annual Period beginning March 16, 2025; and (iv) for each Annual Period thereafter, an amount equal to 105% of your Annual Salary for the immediately preceding Annual Period. For purposes of this Amendment, “Annual Period” means the period of time beginning on March 16th of a particular calendar year and ending on March 15th of the following calendar year.
$1,543,500 for the Annual Period beginning March 16, 2025; and (iv) for each Annual Period thereafter, an amount equal to 105% of the Target Bonus Amount for the immediately preceding Annual Period.
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We look forward to your continued contributions to the success of the Company. Please acknowledge your acceptance of the terms of this Amendment and return it to the Company as soon as possible.
Sincerely,
Seritage Growth Properties
By: Name: Matthew Fernand
Title: Chief Legal Officer & Corporate Secretary
Acknowledged and agreed:
Andrea Olshan
Date:
[SIGNATURE PAGE TO AMENDMENT 2]