February 19, 2003
Via Facsimile
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Mr. Michael Nelsen
19 Evon Drive
Syosset, NY 11791
Re: Employment at Acadia Realty Trust
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Dear Mike:
I am very pleased to make the following offer to you with regard to
employment at Acadia Realty Trust as Senior Vice President and Chief Financial
Officer. You shall report directly to me as President of the Company.
Pursuant to our conversation, the following is our offer to you:
1. Base Salary: $200,000 per annum less the car allowance
described below.
2. Bonus: For your first year of employment, you are
guaranteed a minimum cash bonus of $75,000,
prorated for a partial year and payable after
December 31, 2003. All future bonuses shall be
discretionary and range from 25% to 50% of base
salary.
3. Longterm Compensation: You shall participate in a contemplated long term
compensation plan being proposed to the
shareholders of Acadia. I anticipate that the
value of your participation in 2003 shall be
approximately $75,000, as prorated. In the event
that the plan is rejected by Acadia's
shareholders, adjustments will be made in the cash
portion of your compensation.
4. Duties: You will be responsible for all financial
reporting and activities of the Company, including
preparation and delivery of reports to the Board
of Trustees. As such, all accounting/financial
personnel shall report to you.
5. Location: We expect to relocate our offices in the near
future to an office park in Westchester County,
most likely in the White Plains/Harrison area.
6. Car Allowance: You will be given up to $800 a month for your car
allowance (inclusive of loan or lease payments,
insurance premiums and repairs). Gas and tolls for
business related trips will be reimbursed
separately.
7. Severance: Your employment may be terminated at any time by
you or Acadia, subject to the provisions of this
paragraph. You shall receive a severance package
comparable to the package established for other
senior executives of the Company (with the
exception of certain change of control
provisions). The agreement shall provide that you
shall receive six months' salary and car allowance
if you are terminated without Cause (defined as
deliberate misrepresentation, willful misconduct,
willful failure to perform your duties or
conviction for felony) during the first year of
employment and a full year's salary and car
allowance after the first year of employment. If
you resign or are terminated for Cause, no
additional compensation or severance shall be due
to you. Attached is a draft of the Severance
Agreement.
8. Vacation: You shall be entitled to up to four weeks of
vacation annually.
9. Start Date: We have agreed that you shall commence working at
Acadia on or before March 15, 2003.
We look forward to having you join our team at Acadia. If this offer is
acceptable, please acknowledge by faxing back to me an executed copy of this
letter.
Very truly yours,
ACADIA REALTY TRUST
By: ______________________
Kenneth F. Bernstein
President
Accepted and Agreed to this
__ day of February, 2003.
_________________________
Michael Nelsen