STOCK OPTION SURRENDER AGREEMENT
This Stock Option Surrender Agreement (this "Agreement") is entered into as
of June 1, 1998 by and between Insignia Financial Group, Inc. ("Insignia") and
[NAME OF HOLDER] ("Holder").
WHEREAS, Holder holds options and/or warrants to purchase the number of
shares of Class A Common Stock, par value $.01 per share, of Insignia ("Common
Stock") set forth on SCHEDULE A attached hereto across from the caption "Total
No. of Shares Subject to Subject Securities," which options and/or warrants are
more particularly identified on SCHEDULE A attached hereto (the "Subject
Securities");
WHEREAS, the Subject Securities which are options (as opposed to warrants)
were granted pursuant to the Insignia Financial Group, Inc. 1992 Stock Incentive
Plan, as amended (the "Plan");
WHEREAS, it is contemplated that Insignia will distribute 100% of the
outstanding common stock of Insignia/ESG Holdings, Inc. to Insignia's
stockholders (the "Distribution"); and
WHEREAS, Holder has been requested by the Company to enter into this
Agreement for the benefit of the Company and in order to facilitate the
Distribution, it being acknowledged that by entering into this Agreement and
surrendering the Subject Securities pursuant hereto Holder will forfeit any
possibility of receiving capital gains income tax treatment in respect of the
Subject Securities;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties and covenants contained herein, Insignia and Holder
hereby agree as follows:
1. Insignia covenants and agrees that within ten (10) business days
following the consummation of the Distribution, Insignia shall pay to Holder, by
check made payable to the order of Holder, an amount (the "Surrender Amount")
equal to the amount set forth on SCHEDULE A across from the caption "Total
Surrender value of Subject Securities."
2. Holder acknowledges and agrees that upon the payment of the Surrender
Amount referred to in Section 1, all of the Subject Securities shall be deemed
surrendered by Holder to the Company and shall thereafter be null and void and
of no effect and Option shall have no rights in respect thereof under the Plan
or otherwise.
3. Holder agrees not to exercise or to sell, transfer, assign or otherwise
dispose of any of the Subject Securities on or after the date hereof, and that
any such purported exercise or sale, transfer, assignment or other disposition
shall be void AB INITIO and of no effect.
4. Holder represents and warrants that he/she does not hold any options or
warrants to purchase any shares of Common Stock of Insignia other than the
Subject Securities. Holder agrees that if and to the extent that the foregoing
representation is false, Holder shall be deemed to have forfeited any and all
such other options and/or warrants.
5. Holder acknowledges that the Surrender Amount (i) was computed based on
a hypothetical Common Share value of $25.00 per share and (ii) is fixed and will
not change, regardless of the current or future trading price of shares of
Common Stock. Holder further acknowledges that shares of Common Stock have
recently traded at prices in excess of $25.00 per share.
6. If the Distribution has not been consummated on or before December 31,
1998, then this Agreement shall automatically terminate become null and void
neither Insignia nor Holder shall have any further rights or obligations
hereunder.
7. This Agreement may be executed in counterparts, each of which shall be
deemed and original, but all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, each of Insignia and Holder has executed this Agreement
as of the date first above written.
INSIGNIA FINANCIAL GROUP, INC.
By:
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Xxxxxx X. Xxxxxx
Chief Executive Officer
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[NAME OF HOLDER]
