DATED FEBRUARY 24 1998
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INSIGNIA FINANCIAL GROUP INC
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XXXXXX XXXX XXXX XXXXXXX
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SUPPLEMENTAL SERVICE AGREEMENT
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DPHB(402)/715973
1
DPHB(402)715973/03.02.98
THIS AGREEMENT is made on FEBRUARY 24, 1998
BETWEEN:
(1) INSIGNIA FINANCIAL GROUP INC. whose principal place of business is at
One Insignia Financial Plaza, Greenville, South Carolina 29602
("INSIGNIA").
(2) XXXXXX XXXX XXXX XXXXXXX of Ashhurst, Fenhurst, Haslemere, Surrey GU27
3JB (the "EXECUTIVE"); and
THE PARTIES AGREE AS FOLLOWS:
1. In this agreement terms defined in the Service Agreement (to which this
Agreement is supplemental) ("THE REGL AGREEMENT") between Xxxxxxx Xxxxx
Group Limited ("REGL") (1) and the Executive (2) shall bear the same
meaning herein save that "Group of Companies" means Insignia and all
subsidiary and associated companies of Insignia.
2. TERM AND APPOINTMENT
2.1 The Company shall engage the Executive and the Executive shall serve the
Insignia as hereinafter provided (the "Appointment"). The Appointment
shall commence on the Commencement Date and shall continue for so long
as the Executive is employed by REGL under the REGL Agreement.
2.2 For the purposes of clause 2.5 of the REGL Agreement, the Executive's
remuneration under clause 4.1 hereof, shall be added to any remuneration
payable under clause 6.1 of the REGL Agreement for the purposes of
calculating the Variation Payment as defined in the REGL Agreement.
3. DUTIES
3.1 During the Appointment the Executive shall devote such of his time and
attention to the duties assigned to him as is reasonably necessary to
perform the same and as are consonant with his duties under the REGL
Agreement and when carrying out those duties shall well and faithfully
serve the Company and use his reasonable endeavours to promote the
interests of the Company and shall obey all reasonable and lawful
directions given to him by or under the authority of the Board provided
that:
(a) the Executive shall when undertaking duties for Insignia only
take instructions from the board of directors of Insignia; and
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(b) Insignia shall use reasonable endeavours to nominate the
Executive to be appointed to the board of directors of Insignia
at the first annual meeting following the Commencement Date.
3.2 Subject to the provisions of clause 3.1 the Executive may be required in
pursuance of his duties hereunder:
(a) to perform services not only for the Company but also for any of
the Group Companies and without further remuneration (except as
otherwise agreed and except pursuant to the REGL Agreement) to
accept such offices in any of the Group Companies as the Company
may from time to time reasonably require provided that the
Executive shall not be required to account to the Company and
shall be entitled to retain as additional remuneration/expenses
any salary, bonuses, reimbursed expenses and any other
remuneration of any kind paid to him by REGL;
(b) to travel to such places whether in or outside the United Kingdom
by such means and on such occasions as the Board and/or the Board
of the holding company may from time to time reasonably require;
(c) to make reports to the Board of Insignia on any matters
concerning the affairs of Insignia or REGL or any other Group
Company as it or they may reasonably require.
3.3 If there should be any conflict between Xxxxxxxx's instructions to the
Executive hereunder and XXXX's instructions to the Executive with the
REGL Agreement or the Executive's fiduciary duties as a director of
REGL, Insignia will resolve with same so that the Executive is not
placed in a position where he cannot comply both with the requirements
of this Agreement and the REGL Agreement.
4. REMUNERATION
4.1 During the Appointment, as remuneration for his services hereunder, the
Executive shall be paid a fixed salary at the rate of 50,000 per annum
or such higher rate as may from time to time be agreed. Such salary
shall be inclusive of any fees or remuneration which he would otherwise
be entitled to receive from the Company or any associated Company (save
in respect of the REGL Agreement) and shall be payable by bank credit
transfer in equal monthly instalments in arrears on or before the last
working day of each calendar month.
4.2 In addition to the said salary and at the absolute discretion of the
board and directors of Insignia the Executive shall be entitled to
participate in any bonus or incentive scheme in Insignia appropriate to
his status
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5. EXPENSES
The Executive shall be entitled to be repaid all reasonable travelling,
hotel, entertainment and other expenses properly authorised by the Board
and incurred in or about the performance of the duties hereunder, which
expenses shall be evidenced in such manner as the Company may specify
from time to time and additional allowance shall be made for expenses
for intercontinental travel including to the United States.
6. GENERAL
6.1 The provisions of clauses 5 and 7 to 21 (inclusive) of the REGL
Agreement shall mutatis mutandis apply hereto and references therein to
"the Company" shall for the purposes of this Agreement be read and
construed as references to Insignia.
6.2 Save with Insignia's agreement this Agreement shall be co-terminus with
the REGL Agreement and notice given to terminate either shall be
effective to terminate both.
IN WITNESS whereof this agreement has been executed as a deed on the date first
before written
Signed by [Xxxxxx Xxxxxx] )
duly authorised for and on behalf of )
INSIGNIA FINANCIAL GROUP INC. ) /s/ Xxxxxx X. Xxxxxx
in the presence of: ) ________________________________
Chairman & CEO
Signed as a Deed by the said )
XXXXXX XXXX XXXX )
XXXXXXX in the presence of: ) /s/Xxxxxx X. X. Xxxxxxx
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