EX-10 6 hex1016.txt EXHIBIT 10.16 - 2ND AGREEMENT FOR R. K. ANTILL Execution Copy SECOND AMENDMENT TO EMPLOYMENT AGREEMENT The EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March 21, 2002, by and between Prime Retail, Inc., a Maryland corporation ("Prime"), and the sole general partner of Prime Retail, L.P., a Delaware limited partnership (the "Operating Partnership"), and R. Kelvin Antill (the "Executive"), as amended by the first Amendment thereto, effective June 6, 2002, is further amended by this Second Amendment, effective August 12, 2002, in the following respects: 1. Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following: 2. Term. The term of this Agreement, unless earlier terminated in accordance with the terms of this Agreement, will extend to December 31, 2005 (the "Original Term"); provided, however, that if this Agreement is not affirmatively terminated by either party, or extended or renewed for a specific duration in writing by agreement of the parties, prior to the last day of the Original Term, this Agreement will continue on a month-to-month basis thereafter (the "Extended Term"). The parties agree to cooperate and discuss in good faith their intentions with regard to this Agreement's extension or renewal 12 months prior to the end of the Original Term. Notwithstanding the foregoing, the Company agrees to provide Executive with a minimum of six months' advance written notice of its intent to terminate this Agreement during the Original Term or the Extended Term for any reason other than Cause, in which case the Company shall comply with the notice requirements of Sections 4(a)(2) and (3) hereof, and Executive agrees to provide the Company with a minimum of 60 days' advance written notice of his intent to terminate this Agreement during the Original Term or the Extended Term for any reason other than Good Reason, in which case Executive shall comply with the notice requirements of Section 4(b)(1)(E) hereof. The Original Term and any Extended Term of this Agreement shall end only following termination by written notice by the Company or Executive in accordance with this Section. For purposes of this Agreement, the terms "Original Term" and "Extended Term" shall herein be collectively referred to as the "Term." Page (2) 2. Subpart (B) of Section 4(a)(1) is hereby deleted in its entirety and replaced with the following: (B) if such termination occurs during the Original Term, a termination payment in an amount equal to the product of (x) the number of full and partial years remaining in the Original Term, and (y) the sum of (i) Executive's then current Base Salary and (ii) a bonus payment equal to 100% of the average annual bonus (which term shall exclude awards received pursuant to the Prime Retail, Inc. 2002 Long-Term Incentive Plan) paid to Executive for the two most recent calendar years in which he received a bonus, or if no such bonus payments were made to Executive, a bonus payment equal to 50% of his then current Base Salary (the sum of the amounts determined by adding clauses (i) and (ii) is in the aggregate hereinafter referred to as the "One-Year Pay Equivalent"), and the product of (x) and (y) shall be payable within thirty (30) days of the effective date of termination; 3. The following subpart (E) is hereby added to Section 4(a)(1) of the Agreement: (E) all vested but undistributed awards under the Prime Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive in accordance with the provisions of that plan. 4. The following subpart (D) is hereby added to Section 4(a)(2) of the Agreement: (D) receive all vested but undistributed awards under the Prime Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive in accordance with the provisions of that plan. 5. The following subpart (E) is added to Section 4(a)(4) of the Agreement: (E) all vested but undistributed awards under the Prime Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive in accordance with the provisions of that plan. 6. Subpart (B) of Section 4(b)(1) is hereby deleted in its entirety and replaced with the following: (B) any earned and unpaid bonus(es) otherwise payable to him in accordance with Section 3(b), and all vested but undistributed awards under the Prime Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive in accordance with the provisions of that plan; 7. The following sentence is hereby added at the end of Section 4(c), "Death": In addition, the Executive's estate shall be entitled to receive all vested but undistributed awards under the Prime Retail, Inc. 2002 Long-Term Incentive Plan, payable to the estate in accordance with the provisions of that plan. Page (3) 8. Subpart (2) of Section 4(d), "Termination Following a Change of Control," is hereby deleted in its entirety and replaced with the following: (2) a termination payment in an amount equal to two times the One-Year Pay Equivalent, which amount shall be payable within thirty (30) days of the effective date of termination; provided, however, that if Executive has received a milestone bonus under the Prime Retail, Inc. 2002 Long-Term Incentive Plan the vesting of which was accelerated pursuant to Section 5.3(a) (iv) thereof but the amount of which was not reduced pursuant to the last sentence of Section 5.4 thereof (the "Change of Control Accelerated Award"), the termination payment described in this subpart (2) shall be reduced by the amount that such Change of Control Accelerated Award would have been reduced pursuant to the last sentence of Section 5.4 of the Prime Retail, Inc. 2002 Long-Term Incentive Plan had the termination payment been due and owing under this Section 4(d) at the time the Change of Control Accelerated Award was distributed to Executive; 9. This Amendment may be executed in one or more counterparts which taken together shall constitute one and the same instrument. EXECUTIVE: /s/ R. Kelvin Antill ------------------------------ R. Kelvin Antill PRIME RETAIL, INC., a Maryland PRIME RETAIL, L.P., a Delaware corporation limited partnership By: /s/ Glenn D. Reschke By: Prime Retail, Inc. -------------------- Name: GLENN D. RESCHKE Its: Sole General Partner Title: PRESIDENT, CHIEF EXECUTIVE OFFICER By: /s/ Glenn D. Reschke -------------------- Name: GLENN D. RESCHKE Title: PRESIDENT, CHIEF EXECUTIVE OFFICER