Exhibit 10.19

 

AMENDMENT TO SEVERANCE AGREEMENT

with Larry E. Finger

 

THIS AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”), effective as of
February 16, 2005, by and between FEDERAL REALTY INVESTMENT TRUST, a Maryland
real estate investment trust (“Employer”), and LARRY E. FINGER (“Employee”‘),
amends that certain Severance Agreement, dated as of March 1, 2002, by and
between Employer and Employee (the “Severance Agreement”).

 

A. Since the Severance Agreement was signed, Employee has been promoted from
Senior Vice President – Chief Financial Officer to Executive Vice President –
Chief Financial Officer.

 

B. Employer, acting through its Board of Trustees, and Employee have determined
that it is in the best interest of Employer and Employee to modify the Severance
Agreement to reflect Employee’s promotion.

 

NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Severance Agreement as follows:

 

1. Section 1(b)(ii) of the Severance Agreement is hereby amended by deleting the
reference therein to “Washington, D.C.” and replacing it with “the office where
the Employee is headquartered.”

 

2. Section 6(b) of the Severance Agreement entitled “Termination of Employment
Following Change in Control” is hereby deleted in its entirety and the following
is substituted therefor:

 

(b) Termination of Employment Following Change in Control. Employee shall be
entitled to the benefits provided in this Section 6 if a Change in Control
occurs and Employee’s employment with Employer is terminated (i) under any of
the circumstances in Sections 1(a) or 1(b) within a period of two years after
the occurrence of such Change in Control, or (ii) for any reason, either
voluntarily or involuntarily, during the 30-day period beginning on the first
anniversary of such Change of Control, unless such termination is because of
Employee’s death, Disability or Retirement. The term “Retirement” shall mean
termination of employment in accordance with (x) a qualified employee pension or
profit-sharing plan maintained by Employer, or (y) Employer’s retirement policy
in effect immediately prior to the Change in Control. For purposes of this
Section 6, Employee’s employment shall be terminated by written notice delivered
by either Employer or Employee to the other party. The date of Employee’s
termination of employment shall be the earlier of the date of Employee’s or
Employer’s written notice terminating Employee’s employment with Employer,
unless such notice shall specify an effective date of termination occurring
later than the date of such

 



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notice, in which event such specified effective date shall govern (“Termination
Date”).

 

3. Section 6(c) of the Severance Agreement entitled “Payment of Benefits upon
Termination” is hereby deleted in its entirety and the following is substituted
therefor:

 

(c) Payment of Benefits upon Termination. If, after a Change in Control has
occurred, Employee’s employment with Employer is terminated in accordance with
Section 6(b) above, then Employer shall pay to Employee and provide Employee,
his or her beneficiaries and estate, the following:

 

(i) Employer shall pay to Employee a single cash payment equal to two (2) year’s
salary. For the purpose of calculating amounts payable pursuant to this Section
6(c), “salary” shall be an amount equal to (A) the greater of (1) Employee’s
highest annual base salary paid during the previous three (3) years or (2)
Employee’s annual base salary in the year of termination, plus (ii) the greatest
annual aggregate amount of any annual bonus paid to Employee in respect of any
of the three (3) fiscal years immediately preceding such termination (without
giving effect to any accelerated vesting which may have occurred as a result of
the Change in Control). For purposes of the preceding sentence: (a) the term
“salary” shall not include any cash or equity-based incentive award intended to
be a long-term incentive award, including awards made pursuant to Employer’s
2003 Long-Term Incentive Award Program; (b) an annual bonus paid in the form of
stock will be considered to have been paid in respect of a particular year if
(i) in the case of a bonus paid under Employer’s annual Incentive Bonus Plan in
effect for the applicable year (as the same may be amended from time or time, or
any successor plan, the “Bonus Plan”), the stock bonus was awarded in respect of
that year, even if it did not vest in that year, or (ii) in the case of any
other stock bonus, the shares vested in that year (other than as a result of the
Termination Without Cause); (c) a stock bonus will be valued (i) in the case of
a bonus paid under the Bonus Plan, at a figure equal to the number of shares
awarded, multiplied by the per-share value (closing price) on the date on which
the bonus was approved by the Compensation Committee of Employer’s Board of
Trustees, and (ii) in the case of any other stock bonus, at a figure equal to
the number of shares that vested, multiplied by the per-share value (closing
price) on the date on which they vested; and (d) notwithstanding the valuation
provisions in clause (c) above, if Employee elected to receive all or any
portion of an annual bonus in the form of stock rather than cash, the maximum
amount to be included as bonus in the computation of “salary” for that year
shall be the amount of cash bonus otherwise payable without taking into account
any additional stock granted in consideration for delayed vesting. Payment also
will be made for vacation time that has accrued, but is unused as of the date of
termination. If Employee’s employment is terminated by Employee by a written
notice which specifies a Termination Date at least five (5) business days later
than the date of such notice, the payment shall be made on the Termination Date.
If Employee gives less than

 

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five (5) business days notice, then such payment shall be made within five (5)
business days of the date of such notice. Notwithstanding the above, if
Employee’s termination of employment occurs under the circumstances described in
clause (ii) of Section 6(b) (i.e., for any reason, either voluntarily or
involuntarily, during the 30-day period beginning on the first anniversary of
such Change of Control, unless such termination is because of Employee’s death,
Disability or Retirement), then if and to the extent required in order to comply
with Section 409A of the Code, as determined by the Employer, the payment to
Employee shall be delayed until six months and one day after the Termination
Date;

 

(ii) Employee shall receive Full Benefits for two (2) years following the
Termination Date;

 

(iii) Employer, to the extent legally permissible, shall continue to provide to
Employee all other officer perquisites, allowances, accommodations of
employment, and benefits on the same terms and conditions as such are from time
to time made available generally to the other officers of Employer but in no
event less than the highest level of the perquisites, allowances, accommodations
of employment and benefits that were available to Employee during the last
twelve (12) months of Employee’s employment prior to the Change in Control for a
period of two (2) years following the Termination Date;

 

(iv) For the purposes of this Section 6(c), Employee’s right to receive officer
perquisites, allowances and accommodations of employment is intended to include
(A) Employee’s right to have Employer provide Employee for a period not to
exceed nine (9) months from Employee’s Termination Date with a telephone number
assigned to Employee at Employer’s offices, telephone mail and a secretary to
answer the telephone; provided, however, such benefits described in this Section
6(c)(iv)(A) shall not include an office or physical access to Employer’s offices
and will cease upon the commencement by Employee of employment with another
employer, and (B) Employee’s right to have Employer make available at Employer’s
expense to Employee at Employee’s option the services of an employment
search/outplacement agency selected by Employee for a period not to exceed nine
(9) months.

 

(v) Upon the occurrence of a Change in Control, all restrictions on the receipt
of any option to acquire or grant of Voting Securities to Employee shall lapse
and such option shall become immediately and fully exercisable. Notwithstanding
any applicable restrictions or any agreement to the contrary, Employee may
exercise any options to acquire Voting Securities as of the Change in Control by
delivery to Employer of a written notice dated on or prior to the expiration of
the stated term of the option.

 

4. Section 6(d) of the Severance Agreement entitled “Redemption” is hereby
deleted in its entirety and the following is substituted therefor:

 

(d) Intentionally left blank.

 

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5. As amended hereby, the Severance Agreement shall be and remain in full force
and effect.

 

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment to
Severance Agreement to be effective as of the day and year indicated above.

 

/s/ Larry E. Finger

Employee’s Signature

Employee’s Permanent Address:

 

Great Falls, Virginia             

 

FEDERAL REALTY INVESTMENT TRUST By:  

/s/ Mark S. Ordan

   

Name:

 

Mark S. Ordan

   

Title:

 

Chairman of the Board

Address:

   

    1626 East Jefferson Street

    Rockville, Maryland 20852

 

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