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CARDINAL REALTY SERVICES, INC.
6954 AMERICANA PARKWAY
REYNOLDSBURG, OHIO 43068
August 1, 1996
Pat Holder
8615 Freeport Parkway
Suite 200
Irving, TX 75063
Dear Pat:
The following sets forth our additional understandings with respect to
your employment with Lexford Properties, Inc. ("Employer"), a Texas corporation
and wholly- owned subsidiary of the undersigned, Cardinal Realty Services, Inc.
("Cardinal"), and supplements the employment agreement between Employer and you
of even date herewith (the "Employment Agreement").
As additional consideration for your employment with Employer, so long
as the Employment Agreement is in effect, you shall be entitled to receive, if
earned, in addition to all other compensation set forth in the Employment
Agreement, a restricted stock award for shares of Cardinal's common stock,
valued as of the date of the award as determined in accordance with Cardinal's
1996 Incentive Compensation Plan as adopted by Cardinal's Board of Directors on
March 21, 1996 and outlined on the attached Exhibit A to this letter agreement
(the "Plan"), and having a maximum value of thirty percent (30%) of your Base
Salary (as defined in the Employment Agreement) earned during fiscal year 1996
while the Employment Agreement is in effect (the "Stock Bonus").
You will participate in the Plan as a Grade 11 - Property Management
Executive except that for purposes of determining the amount of your Stock
Bonus, if any, in accordance with the calculations contained on Exhibit A, the
target net income-property management shall be Six Million Nine Hundred Two
Thousand Six Hundred and Seven Dollars ($6,902,607) (it being acknowledged that
such target is different than the target for other employees of Parent under the
Plan) and the actual net income-property management for fiscal year 1996 shall
include the actual net profit of Lexford Properties, a Texas joint venture, and
its successors in interest for fiscal year 1996 earned prior to the date hereof.
191
PAT HOLDER
AUGUST 1, 1996
PAGE -2-
If the foregoing understanding is acceptable to you, please indicate
your approval thereof by signing a copy of this letter in the space provided
below and return it to the undersigned.
Sincerely,
CARDINAL REALTY SERVICES, INC.
By: /s/ Mark D. Thompson
-------------------------
Mark D. Thompson
Executive Vice President
The terms and provisions of this Letter Agreement are hereby approved
and accepted this 1st day of August, 1996.
By: /s/ Pat Holder
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Pat Holder