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EXHIBIT 10.10
ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT
THIS ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT (this
"Agreement") is made and entered into as of July 1, 1998, by and among Insignia
Financial Group, Inc., a Delaware corporation ("Assignor"), Insignia/ESG
Holdings, Inc., a Delaware corporation ("Assignee") and Xxxxxx X. Xxxxxx
("Employee").
W I T N E S S E T H :
WHEREAS Assignor and Employee are currently parties to that certain
Employment Agreement dated as of June 17, 1996, as amended by Amendment No. 1
thereto dated April 1, 1997 (as amended, the "Employment Agreement"), a copy of
which is attached hereto as Exhibit A;
WHEREAS, it is contemplated that Assignor will distribute 100% of the
outstanding common stock of Assignee to Assignor's stockholders (the
"Distribution");
WHEREAS, Assignee desires to assure itself of the services of Employee
from and after the Distribution through the period contemplated by the
Employment Agreement, and Employee desires and is willing to serve in the
employ of Assignee for such period; and
WHEREAS, each of Assignor, Assignee and Employee desires to enter into
this Agreement for their mutual benefit and in order to facilitate the
Distribution;
NOW, THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Assignor hereby irrevocably assigns and delegates to Assignee
all of Assignor's existing and future rights and obligations under the
Employment Agreement, and Assignee hereby irrevocably accepts and assumes all
of such rights and obligations, in each case effective simultaneously with the
consummation of the Distribution and without any further action on the part or
any party hereto (the "Assignment").
2. Subject to the provisions of Section 4 hereof, Employee hereby
irrevocably and unconditionally consents to the Assignment and, on behalf of
himself and his heirs, executors, administrators and estate, releases Assignor
and its subsidiaries and affiliates (other than Assignee) from any and all
actions, causes of action, obligations, liabilities, judgments, suits, debts,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
extents, executions, claims and demands whatsoever, in law, admiralty or
equity, whether liquidated or unliquidated, contingent or otherwise, whether
specifically mentioned or not, which Employee ever had, now has or hereafter
can, shall or may have under, arising out of or relating to the Employment
Agreement, it being understood and agreed that any liability for any such
claim, etc. shall instead be the sole responsibility of Assignee.
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3. By signing this Agreement, Employee acknowledges and agrees
that:
(a) He has been afforded a reasonable and sufficient
period of time of at least twenty-one (21) days to review this
Agreement, for deliberation hereon and for negotiation of the terms
hereof, and that, at Employee's initiative, Employee has waived said
period and any possible renewals or extensions thereof;
(b) He has been specifically urged by Assignor to consult
with legal counsel or the representative of his choice before signing
this Agreement, and that he did, in fact, consult an attorney of his
own choosing before signing this Agreement and said attorney reviewed
this Agreement before Employee signed it;
(c) He has carefully read and understands the terms of
this Agreement, all of which have been fully explained to him;
(d) He has signed this Agreement freely and voluntarily
and without duress or coercion and with full knowledge and
understanding of its significance and consequences and of the rights
relinquished, surrendered, released and discharged hereunder; and
(e) The only consideration for signing this Agreement are
the terms stated herein and no other promise, agreement or
representation of any kind has been made to him by any person or
entity whatsoever to cause him to sign this Agreement.
4. This Agreement may be revoked in writing by Employee at any
time during the period of seven (7) calendar days following the date of
execution by Employee as indicated on the Signature Page hereto. If such
seven-day revocation period expires without Employee exercising his revocation
right, the obligations of this Agreement will then become fully effective.
5. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
conflicts of law principles thereof.
6. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which, when taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment, Assumption, Consent and Release Agreement on the respective dates
indicated below.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Executive Managing Director
Date: July 1, 1998
INSIGNIA/ESG HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Executive Vice President
Date: July 1, 1998
EMPLOYEE
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Date: 7-6 , 1998
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