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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
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This Third Amendment to Employment Agreement (this "Third Amendment")
is entered into as of January 1, 1997 by and between Mark D. Thompson
("Employee") and Cardinal Realty Services, Inc., an Ohio corporation
("Employer").
RECITALS:
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A. Employee and Employer are a party to that certain Employment
Agreement dated as of April 1, 1996, as amended by that certain Amendment to
Employment and Award Agreements dated as of April 18, 1996 and the Second
Amendment to the Employment Agreement dated as of December 20, 1996 (as so
amended, the "Employment Agreement").
B. Terms which are used but not otherwise defined in this Third
Amendment have the meanings given them in the Employment Agreement (including,
without limitation, terms defined in prior Amendments to the Employment
Agreement). The Employer desires to extend the term of the Employment Agreement,
to increase the Base Compensation of Employee for the 1997 fiscal year, to
permit the payment of a portion of the Base Compensation of the Employee for the
1997 fiscal year in shares of Common Stock and to allow the Company to pay a
portion of the Cash Bonus for the 1996 fiscal year in shares of Common Stock.
NOW THEREFORE, Employer and Employee agree to amend the Employment
Agreement as provided in this Third Amendment:
1. Amendments to Employment Agreement.
(a) Section 2(a) of the Employment Agreement is hereby amended
by adding the following sentence after the first sentence:
The Employment Agreement is renewed for an additional
term commencing April 1, 1997 and shall continue
through March 31, 1998 (the "First Renewal Term").
(b) Section 3(a) of the Employment Agreement is hereby amended
by adding the following provisions to the end of said Section 3(a):
(iv) Effective as of January 1, 1997, and thereafter
during the First Renewal Term and any extension(s)
thereof, Employee's Base Compensation shall equal Two
Hundred and Thirty Thousand Dollars ($230,000).
(v) The Base Compensation paid to Employee on account of
the 1997 fiscal (calendar) year shall be paid as
follows:
(A) Two Hundred Thousand Dollars ($200,000) in
cash, and
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(B) Thirty Thousand Dollars ($30,000) in shares
of common stock of the Employer valued at
$20.625 per share (or shares),
in equal bi-monthly installments of cash and quarterly
installments of shares of Common Stock of the Employer.
(c) Section 3(b) of the Employment Agreement is hereby further
amended by adding the following language at the end of Section 3(c):
(v) Notwithstanding the provisions of Section 3(b) of this
Agreement, in the event that Employee shall be entitled to the
payment of a Cash Bonus on account of Employer's 1996 fiscal
year, then, in such event, Employee shall have the option to
elect to receive such Cash Bonus in shares of its Common Stock
based upon a per share price of $20.625, which shares of
Common Stock shall be issued to the Trustee for the benefit of
Employee on account of Employee's Cash Bonus for Employer's
1996 fiscal year.
2. Miscellaneous.
(a) Effect of Amendment. Except as specifically provided
herein, this Third Amendment does not in any way waive, amend, modify,
affect or impair the terms and conditions of the Employment Agreement,
and all terms and conditions of the Employment Agreement are to remain
in full force and effect unless otherwise specifically amended, waived
or changed pursuant hereto.
On and after the date of this Third Amendment, each reference
in the Employment Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Employment Agreement
shall mean and be a reference to the Employment Agreement as heretofore
amended and as further amended by this Third Amendment.
This Third Amendment constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements, understandings, representations
or other arrangements, whether express or implied, written or oral, of
the parties in connection therewith except to the extent expressly
incorporated or specifically referred to herein.
(b) Counterparts. This Third Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute
but one and the same instrument.
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(c) Governing Law. This Third Amendment shall be governed by,
and shall be construed and enforced in accordance with, the internal
laws of the State of Ohio, without regard to conflicts of laws
principles.
IN WITNESS WHEREOF, Employer and Employee have signed this Third
Amendment so as of the date hereinabove provided.
CARDINAL REALTY SERVICES, INC.
Attest:
By: /s/ John B. Bartling, Jr.
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John B. Bartling, Jr.,President and
- ------------------------- Chief Financial Officer
- ------------------------- /s/ Mark D. Thompson
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MARK D. THOMPSON
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