Exhibit 10(k)
LOAN AGREEMENT
AGREEMENT, made this 17th day of December, 1993 between AMREP
CORPORATION ("AMREP") and ANTHONY B. GLIEDMAN ("Borrower").
1. In reliance upon Borrower's agreements and representations herein
contained, AMREP hereby agrees to lend to Borrower up to an aggregate of THREE
HUNDRED SIXTY-THOUSAND and no/100 DOLLARS ($360,000.00) (the "Loan") at the
times and subject to the terms and conditions hereinafter set forth.
2. (a) The proceeds of the Loan shall be used by Borrower only to
purchase shares of AMREP Common Stock for his own account, and Borrower hereby
represents and agrees that he will so use the proceeds.
(b) Borrower hereby confirms his oral representation to the Board
of Directors of AMREP that his net worth is in excess of $500,000.
3. The Loan shall be unsecured and shall be made either at one time or
in installments from time to time on onsuch date or dates as Borrower shall
request by letter substantially in the form of Exhibit "A" hereto, provided
that no portion of the Loan shall be made after September 23, 1998, nor after
such date as Borrower ceases to be an employee of AMREP.
4. (a) Borrower shall pay interest on the amount of the Loan from time
to time outstanding at a rate equal to the average rate of interest paid by
AMREP and its subsidiaries (on a weighted basis) for borrowed money during the
twelve months ending the September 30th next preceding the interest payment
date as determined by the Treasurer of AMREP. In determining such rate of
interest there shall be excluded origination fees, commitment fees, the effect
of compensating balances and similar costs.
(b) Interest shall be paid monthly on the first day of each month.
The interest payment due on each October 1st shall be computed at the rate
payable during the preceding twelve months and an appropriate adjustment shall
be made when the current rate has been determined.
5. Borrower shall repay to AMREP on each anniversary of the first
borrowing hereunder an amount equal to ten percent (10%) of the aggregate
amount borrowed prior to such payment date. The entire unpaid balance of
principal of the Loan shall be repaid on the fifth anniversary of the first
borrowing hereunder.
6. The principal may be repaid without premium or penalty in whole or
in part at any time or from time to time, at the option of Borrower. Optional
prepayments shall be applied to reduce mandatory payments in the inverse order
of their due dates.
7. Anything herein to the contrary notwithstanding:
(a) The entire unpaid balance of principal of the Loan shall become
immediately due and payable if Borrower shall be in default in the making of
any payment of interest or principal when due and such default shall continue
for five days after notice of such default shall be given Borrower.
(b) The entire unpaid balance of principal shall be payable ninety
(90) days following the occurrence of any of the following:
(i) Borrower shall die.
(ii) Borrower shall voluntarily leave the
employ of AMREP for reasons other than illness or
disability.
(iii) Borrower shall be discharged as an
employee of AMREP for cause.
8. This Loan Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
AMREP CORPORATION
By /s/ Rudolph J. Skalka
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Vice President
/s/ Anthony B. Gliedman
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Anthony B. Gliedman
Exhibit 10(l)
AMREP CORPORATION
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BONUS PLAN FOR EXECUTIVES AND KEY EMPLOYEES
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1. PURPOSE
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The Plan is intended to expand and improve the profitability and
prosperity of AMREP Corporation for the benefit of its stockholders by
including in the total compensation of certain executives and other key
employees of the Corporation and its subsidiaries, incentive compensation
measured by the profits of the Corporation to the extent such profits exceed
certain formula amounts.
2. DEFINITIONS
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(a) As used herein the following terms shall have the meanings set
forth:
"Year" means the fiscal year of the Corporation.
"Net Income" for a Year means the after-tax
consolidated income of the Corporation and its subsidiaries
for such Year from continuing operations determined in
accordance with generally accepted accounting principles
consistently applied but without deduction for the Bonus
Pool (hereafter defined).
"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.
"Shareholders' Equity" for a Year means the share-
holders' equity in the Corporation determined in accordance
with generally accepted accounting principles consistently
applied as at April 30 of the preceding Year.
"Inflation Adjustment" for a Year means the product of (x) the
Shareholders' Equity for such Year times (y) the percentage
by which the CPI for the April of such Year exceeds the CPI
for the April of the preceding Year. If the CPI for the
April of a Year is less than the CPI for the April of the
preceding Year, the Inflation Adjustment for such Year
shall be 0.
"Return on Equity" for a Year means 5.l% of the
Shareholders' Equity for such Year.
"Rate" for a Year shall mean the provision in the
consolidated statements of income of the Corporation and
its Subsidiaries for income taxes for such Year divided by
the income before provision for income taxes for such Year.
"Bonus Pool Earnings" for a Year means the amount
determined by first deducting from the Net Income for such
Year both the Inflation Adjustment for such Year and the
Return on Equity for such Year and then multiplying the
resulting sum by 1
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1 - Rate.
"Bonus Pool" for a Year shall mean l5% of the Bonus
Pool Earnings, if any, for such Year.
3. ALLOCATION OF BONUS POOL
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(a) From the Bonus Pool for a Year, there shall be paid to the Chief
Executive Officer of the Corporation an amount equal to the lesser of (i) the
salary of the Chief Executive Officer paid with respect to said Year and (ii)
25% of the Bonus Pool.
(b) The portion of the Bonus Pool for a Year remaining after the payment
to the Chief Executive Officer shall be distributed amongst the other
executives and key employees of the Corporation and its subsidiaries in such
percentages as the Chief Executive Officer of the Corporation shall determine,
provided that the maximum amount distributed to any person shall not exceed
that person's salary for that Year.