AGREEMENT
Exhibit 10.14
AGREEMENT
AGREEMENT, dated as of December 24, 2009, by and between W.P. Xxxxx & Co. LLC (the “Company”),
a Delaware limited liability company, W.P. Xxxxx International LLC (“WPCI”), a Delaware limited
liability company, and Xxxxxx X. XxXxxx (“Executive”).
WHEREAS, the parties have agreed that it would be in their mutual best interests for Executive
to resign from employment with the Company and WPCI and, in connection therewith, the Company, WPCI
and Executive have determined to settle all of their respective rights and obligations in respect
of the Employment Agreement between Executive and the Company, dated as of June 28, 2000, as
amended March 21, 2003, and as further amended on December 31, 2008 (as so amended, the “Employment
Agreement”) and other matters pertaining to Executive’s services with the Company, WPCI and any of
their affiliates;
NOW, THEREFORE, in consideration of their mutual promises, the Company, WPCI and Executive
agree as follows:
1. Resignation. Effective as of the date hereof (the “Resignation Date”), the
Executive hereby resigns from employment with the Company and hereby simultaneously resigns
(i) as an employee, as President and as a member of the board of directors of WPCI, and
from each other officer or executive position held with WPCI, (ii) as an employee and
Managing Director and Head of International Investments of the Company and from each other officer
or executive position held with the Company, (iii) from employment with each of the
Company’s other subsidiaries and affiliates and (iv) from each other officer or executive
position held with the Company and each directorship or officer or executive position held with
each of the Company’s subsidiaries or affiliates, including, without limitation, any Corporate
Property Associates entity, such as CPA 14, CPA 15, CPA 16 and CPA 17 (the “CPA Entities”).
Without limiting the generality of the foregoing, during the 90 day period following the
Resignation Date, Executive shall execute promptly such other documents evidencing each or any of
the foregoing resignations as the Company or WPCI shall request.
2. Compensation. Promptly following the Resignation Date, Executive shall be paid any
portion of his base salary payable for services through the Resignation Date that has not been
previously paid to Executive. On or before December 30, Executive shall also be paid $436,000, net
of draw previously paid, in accordance with prior practice, in respect of all other compensation
due and owing to Executive in addition to his base salary, including commission, bonus and other
incentive compensation, in respect of his services to the Company, WPCI and their affiliates (the
“Company
Entities”) through the Resignation Date. Except as otherwise expressly provided in this
Agreement, the payments made under this Section 2 shall be in full and complete satisfaction of all
of Executive’s claims, rights and entitlements (including, but not limited to, any claims in
respect of bonuses, commissions, incentive compensation and vacation pay) relating to or arising
from his employment by or other services to the Company Entities.
3. Rights in Respect of Restricted Stock Units and Options. Notwithstanding Section 2
hereof, (i) Executive’s rights and entitlements with respect to the 94,208 restricted stock
units credited to Executive’s account under the W.P. Xxxxx & Co. LLC Deferred Compensation Plan for
Employees shall be governed by the terms of such Plan, a copy of which has been provided to
Executive, (ii) Executive shall have the right, for 30 days following the Resignation Date,
to exercise in accordance with its terms the option in respect of 36,000 of the Company’s shares
remaining exercisable from the option grant made April 1, 2002, as illustrated on Exhibit A hereto
(the “April 2002 Option”) and (iii) Executive shall have the right to exercise in
accordance with their terms all options listed on Annex A other than the April 2002 Option (the
“PEP Options”), from and after the Resignation Date or, if later, the date such options become
exercisable in accordance with their terms, and until the stated expiration date for such options.
The PEP Options are non-forfeitable and become exercisable ratably in annual installments,
commencing with the fifth, and ending with the ninth, anniversary of the date on which such option
was granted, and regardless of whether any such anniversary date shall occur after the Resignation
Date. Xxxxxx Xxxxxxxxx (or, if any time she is no longer serving as the Company’s principal human
resources officer, her successor in such position) shall upon Executive’s request assist Executive
with any forms or information required to exercise the April 2002 Option or any of the PEP Options.
4. Purchase of WPCI Equity Interests. The Company shall purchase from Executive and
Executive shall sell to the Company all of his right, title and interest in WPCI and W.P.C.I.
Holdings I LLC (“Holdings I”) and W.P.C.I. Holdings II LLC (“Holdings II)” (such interests to be
collectively referred to as, the “WPCI Interests”) for a payment in cash of $15,380,000, to be made
by wire transfer, on or before December 30, 2009, to the Executive’s account previously used by the
Company Entities in respect of other payments made to him by the Company Entities. For the
avoidance of doubt, the parties agree that the WPCI Interests being purchased by the Company from
Executive are owned outright by him, as a capital asset, and that this purchase transaction
reflects a negotiated fair market value of such interests and not a compensatory transaction. The
purchase and sale of such WPCI Interests shall be effected after the distribution of the property
dividend payable by WPCI in respect of the fourth quarter of 2009, which shall be made on or before
December 24, 2009, and by Holdings I and Holdings II in respect of the fourth quarter of 2009,
which shall be made on or before December 28, 2009. Upon the confirmation of receipt of such wire
by the institution at which such account is held, Executive shall have no further ownership,
interest or claim in respect of any of
WPCI, Holdings I or Holdings II or by reason of having been a member thereof, except that
Executive shall be entitled to receive tax distributions in respect of the income allocable to him
in respect of his having been a member of WPCI, Holdings I and Holdings II during 2009, in each
such case in the amount determined by the Company or WPCI, acting in good faith consistent with
past practices, and any such amount shall be payable at the same time and in the same manner
payable to the other individual member of each such entity, which shall be determined in a manner
consistent with past practices. WPCI, Holdings I and Holdings II shall each record on its books
and records the transfer of ownership of Executive’s interests to the Company in accordance with
this Section 4, and Executive agrees to execute any and all additional documents that, during the
90 day period following the Resignation Date, the Company requests Executive to execute to
otherwise evidence or record the sale of such WPCI Interests by Executive to the Company.
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5. Employee Benefits. Except as otherwise expressly provided herein, Executive’s
participation in, and coverage under any and all Company-provided benefit plans, policies and
arrangements shall cease on the Resignation Date, in accordance with the benefit plan guidelines.
Following the Resignation Date, Executive shall have all of the rights of a terminated vested
participant under the Company’s profit sharing plan and 401(k) plan, including the right to direct
the timing of distribution of his account balance under each such plan and the ability to rollover
a distribution therefrom, in either case in accordance with the terms and conditions of such plans
and applicable law. Executive shall be entitled to receive a profit sharing allocation for 2009 in
accordance with the terms of the profit sharing plan. Executive shall be eligible to continue his
coverage under the Company’s medical benefit plan in accordance with, and subject to the terms and
conditions applicable under COBRA; provided that the Company has no further duty or obligation to
reimburse Executive for medical expenses incurred after the Resignation Date under any agreement or
arrangement that was applicable solely to Executive. Xxxxxx Xxxxxxxxx shall provide Executive with
the requisite forms and explain to Executive his options under the qualified plans and in respect
of COBRA continuation coverage. Within 30 days following the Resignation Date, the Company shall
cause title to the Company car that was made available for his use on September 1, 2009 to be
transferred to Executive without Executive having to pay the book value for such transfer. Unless
the Company shall otherwise determine, in its discretion, the Company shall not reimburse Executive
or otherwise be liable for any expenses related to the maintenance or repair of such vehicle that
have not previously been paid. The Company shall have no responsibility in respect of any car
Executive commissioned to be purchased on or after September 1, 2009.
6. Expenses. Except as expressly provided in Section 5, all expenses reasonably
incurred by Executive through the Resignation Date and submitted to the Company within 30 days of
the Resignation Date shall be subject to reimbursement in
accordance with the Company’s generally applicable policies, subject to appropriate
documentation and review.
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7. Attorney’s Fees. The Company shall make a payment of $250,000 to the law Firm of
XxXxxxxx and English, LLP, by wire transfer to the account previously identified to the Company, on
or before the payment is made for Executive’s WPCI interests, as specified in Section 4, in respect
of Executive’s fees and expenses incurred in connection with the negotiation and execution of this
Agreement. Except as provided in this Section 7, the Company shall have no duty or obligation to
reimburse Executive, or otherwise be liable for. any other legal, financial or other personal
expenses of Executive.
8. Nondisparagement. Executive shall not make any statements, directly or indirectly,
to any third party (other than his spouse and attorneys, who must agree not to repeat such
statements) that are intended to, or could reasonably be expected to, damage the business or
reputation any of the Company Entities or any of its subsidiaries or affiliates (including, without
limitation, any CPA Entity), or any other organization associated with any of the Company Entities
or having as part of its name the name “Xxxxx” or “W.P. Xxxxx” or any of their respective officers,
directors, shareholders, partners, principals, employees, counsel or agents, whether in their
official or individual capacities. The Company and the Specified Officers (as defined below) shall
not (and shall cause its subsidiaries, including, without limitation, WPCI not to) make any
statements, directly or indirectly, to any third party (other than to its attorneys, who must agree
not to repeat such statements) that are intended to, or could reasonably be expected to, damage
Executive’s business or reputation, whether personally or professionally. The Specified Officers
shall mean, with respect to the Company, Wm. Xxxx Xxxxx, Xxxxxx X. XxXxx, and Xxxx X. XxXxxxxxx,
and with respect to WPCI, Xxx Xxxxx. The Company and WPCI shall each also use commercially
reasonable efforts to cause its other officers and directors to refrain from making any statements,
directly or indirectly, that would or could reasonably be expected to damage Executive’s business
or reputation, whether personally or professionally. The parties hereto agree that Executive’s
departure from the Company Entities shall be communicated to third parties, including in any
required filing with the SEC or in any other filings required at law or regulation or pursuant to
the rules of any self-regulating organization, in a manner consistent with Schedule A attached
hereto. Nothing in this Section 8 shall be interpreted, however, to preclude either party (or, in
the case of the Company, its subsidiaries, officers and directors) from making any truthful
statements about the other to the extent required by applicable law or regulation, in connection
with any litigation (regardless of whether between the parties) or in the course of any regulatory
or administrative inquiry, review or investigation.
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9. Non-Competition. During the three month period commencing on the date hereof,
Executive shall not, without the written consent of the Company, directly or indirectly, as a
stockholder owning beneficially or of record more than 5% of the outstanding shares of any class of
stock of any issuer, or as an officer, director, employee,
Executive, consultant, joint venturer, proprietor, or otherwise, engage in or become interested in
any Competing Business in the United States, United Kingdom, France or in any other jurisdiction in
which the Company is actively engaged in business or with respect to which, at the date hereof, the
Company had taken material steps toward becoming actively engaged in such business. For purpose of
this Agreement, the term “Competing Business” shall mean any business which is engaged in (i) the
business of structuring, obtaining the financing for, or otherwise implementing or facilitating
long-term financing of corporate property using leasing arrangements (“Leasing Transactions”) or
(ii) any other business activity in which Executive personally participated (other than solely in
an administrative capacity with respect to matters for which Executive had no material
responsibility) during the 12 month ended on the date of this Agreement of a type and kind that, at
the relevant time, is conducted by the Company and which accounts for ten percent (10%) or more of
either the Company’s gross revenues or net after tax income (“Other Material Activities”); provided
that nothing in this Agreement shall preclude Executive from providing services to any Competing
Business so long as such services do not relate, directly or indirectly, to Leasing Transactions or
Other Material Activities. Without limiting the generality of the foregoing, Executive
acknowledges and agrees that the Company is engaged in business in each state of the United States
and in the entirety of the United Kingdom and France. The Company and Executive acknowledge and
agree that the provisions of this Section 9 are intended to protect the legitimate business
interests of the Company and not to restrain the ability of Executive to obtain gainful employment.
The Company agrees that this Section 9 should not be interpreted to preclude Executive from raising
capital or seeking to structure or effect financial transactions in respect of investments of a
type or nature not undertaken by the Company and its affiliates, even if such other investments
compete for investment funds from the same sources of funds as the Company looks to for its
transactions (e.g., this Section 9 will not preclude Executive from participating in the structure,
financing or implementation of a venture capital fund or mezzanine debt fund, even if the potential
investors in such funds include some or all of the same persons or entities as would generally
invest in a transaction sponsored or promoted by the Company). For avoidance of doubt, nothing
herein shall preclude the Executive, during the three month period commencing on the date hereof,
from exploring business opportunities of a competitive nature provided only that he not actually
engage in such competitive business activities during the three month period. Notwithstanding the
immediately preceding sentence, Executive agrees to not attempt to establish a commercial
arrangement with Ameriprise during the three-month period during which this Section 9 is applicable
without the prior written consent of the Company.
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10. Confidential Information. Except as may be compelled by judicial or
administrative subpoena, Executive shall not, without the written consent of the Company, use for
his personal benefit, or disclose, communicate or divulge to, or use for any person other than the
Company or its subsidiaries or affiliates, any Confidential Information (as defined below) that had
been made known to Executive or learned or
acquired by Executive while in the employ of, or while providing services to, the Company,
WPCI or any of their subsidiaries or affiliates, unless such information has become public other
than by reason of Executive’s breach of this covenant. Confidential Information shall mean:
(i) information not in the public domain (or in the public domain as a result of a breach
by Executive or another executive of the Company, WPCI or any of their subsidiaries or
affiliates who is also bound by a similar confidentiality clause) regarding the business
methods, business policies, procedures, techniques, research or developments projects or
results, trade secrets, or other processes of or developed by the Company, WPCI or any of
their subsidiaries or affiliates;
(ii) any names and addresses of customers or clients or any data on or relating to past,
present or prospective customers or clients not in the public domain (or in the public
domain as a result of a breach by Executive or another executive of the Company, WPCI or
any of their subsidiaries or affiliates who is also bound by a similar confidentiality
clause); and
(iii) any other material information not in the public domain (or in the public domain as a
result of a breach by Executive or another executive of the Company who is also bound by a
similar confidentiality clause) relating to or dealing with the business operations or
activities of the Company, WPCI or any of their subsidiaries or affiliates which has been
designated by the Company as confidential or which, if disclosed to any third party, could
reasonably be expected to result in a material adverse effect to the Company, WPCI or any
of their subsidiaries or affiliates.
11. Nonsolicitation of Employees. Executive agrees that for a period of two years
after the termination of his service with the Company Entities, he will not and will not assist or
encourage any other person to (i) employ, hire, engage or become associated with (as a
shareholder, partner, employee, consultant or in a similar capacity) any employee, partner or other
person connected with the Company who rendered services as a professional, including, without
limitation, all persons who provide direct and substantial services with respect to Leasing
Transactions or any business or type that constitutes an Other Material Activity, regardless of
whether Section 9 restricts Executive’s ability to compete in activity (the “Restricted
Employees”), at the time of such termination or during any part of the six months (three months, in
the case of any employee who was not also an officer of the Company or WPCI) preceding such
termination of service, (ii) induce any Restricted Employees to leave the employ of any Company
Entity or any of its affiliates, or (iii) solicit the employment of any Restricted Employees on his
own behalf or on behalf of any other business enterprise. The Company shall, upon request from
Executive, determine whether to waive the restrictions under this Section 11 as to any Restricted
Employee who was an any officer of the Company and/or WPCI who has ceased to be employed by the
Company for a period of
six months and as to any other Restricted Employee who has ceased to be employed by the Company
and/or WPCI for a period of three months.
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12. Injunctive Relief. Executive agrees and acknowledges that the remedies at law for
any breach by him of the provisions of Sections 8, 9, 10 and 11 may be inadequate and that the
Company and/or WPCI shall be entitled to seek injunctive relief against him from a court of
competent jurisdiction in the event of any such breach. Similarly, the Company and WPCI each agree
and acknowledge that the remedies at law for any breach by it of its covenants in Section 8 may be
inadequate and that Executive shall be entitled to seek injunctive relief against it from a court
of competent jurisdiction in the event of any such breach If any such court of competent
jurisdiction shall determine that the restrictions contained in any such Section are unreasonable
as to scope, time or geographical area, such court shall reform said restrictions to the extent
necessary in the opinion of such court to make them reasonable and enforceable.
13. Acknowledgments and Releases. Executive hereby agrees and acknowledges that,
subject to payment of the amounts expressly provided for or referenced in this Agreement, he will
have received full payment for all services rendered on behalf of the Company, WPCI and their
respective affiliates. In consideration of the Company’s commitments pursuant to Sections 4 and 7,
and the Company’s Release (as defined below), Executive shall execute, on the Resignation Date, the
release attached hereto as Exhibit B (“Executive’s Release”). Executive’s Release shall pertain to
any and all claims that Executive may now have or may hereafter have against any of the Company
Entities or any of its predecessors (including, without limitation, W.P. Xxxxx & Co., Inc), arising
out of or in connection with Executive’s employment with, or service as an officer, member, partner
or director of, any such entity (including, without limitation, Executive’s assertion of the right
to terminate employment for Good Reason under his Employment Agreement), other than any claim for
the payments or benefits to be provided to Executive under or in accordance with the terms of this
Agreement (including any claim for indemnification or other similar rights as specified in Section
16 hereof). Subject to Executive’s execution of Executive’s Release, each of the Company and WPCI
shall execute the release attached hereto as Exhibit C (the “Company Release”). The Company
Release shall pertain to any and all claims that the Company and WPCI may now have or may hereafter
have against Executive or any of his successors or assigns arising out of or in connection with
Executive’s employment with, or service as an officer, member, partner or director of, any Company
Entity, including, but not limited to, any claims which have been made or may be made in the
future by any employee of the Company against Executive arising out of actions or omissions by
Executive during the period he was employed by the Company.
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14. Cooperation and Assistance. Subject to and consistent with past practice,
Executive shall promptly execute and approve such documents (including financial statements)
pertaining to the business and operations of Company, WPCI and each of the
Company Entities during periods prior to the Resignation Date while he has an officer,
employee or director of any such entity, as the Company or WPCI shall request (i) in the case of
the Company and any other US entity, within 90 days of the Resignation Date and (ii) in the case of
any foreign entity, prior to the first anniversary of the Resignation Date. Executive shall also
cooperate with and assist the Company and WPCI in connection with any litigation or investigation
of the Company or WPCI pertaining to matters arising during Executive’s employment. The assistance
to be provided pursuant to the immediately preceding sentence (the “Litigation Assistance”) shall
be on a reasonable and customary basis, and shall not extend beyond that which is reasonably
necessary and appropriate under the circumstances with respect to the matter in litigation or under
investigation. The Company and WPCI agree that one or the other entity will reimburse Executive
for any out-of-pocket expenses reasonably incurred in connection with such Litigation Assistance,
so long as such expenses are otherwise reimbursable in accordance with the generally applicable
policies of the Company or WPCI, as applicable. In seeking Executive’s help in respect to
Litigation Assistance, the Company and WPCI shall make all reasonable accommodation for Executive’s
business and personal commitments.
15. Withholding. All payments to be made or benefits to be provided to Executive in
accordance with this Agreement (other than the amounts payable to Executive for the reimbursement
of business expenses actually incurred) are in consideration of the performance of his services as
an employee of the Company and shall be made net of all applicable income and employment taxes
required to be withheld from such payments, which may be deducted from such payments or from other
payments made hereunder. Notwithstanding the foregoing, the payment made to Executive in
consideration of his interests in WPCI pursuant to Section 4 hereof are made in consideration of
his ownership rights in WPCI, are not compensatory and are not subject to withholding in accordance
with this Section 15.
16. Indemnification. The Company and WPCI each agree to indemnify and hold Executive
harmless from and against any claim, loss or cause of action arising from or out of Executive’s
performance of services as an officer, director, member, partner or employee of any Company Entity,
including, without limitation, any claim by any CPA Entity or any other entity to which Executive
provided services at the direction of the Company or any claim by an employee of the Company or
WPCI, in accordance with the provisions of the applicable limited liability company agreement and
by-laws, as in effect from time to time. The Company further agrees that it shall indemnify,
defend and hold harmless Executive with respect to his services as an officer, director, partner,
member or employee of the Company, WPCI and their respective subsidiaries in a manner no less
favorable to Executive than is generally applicable to former officers, directors, partners,
members and employees of each such entity, and shall extend to Executive any rights and coverage
under any director and officer liability insurance coverage to the same extent
such coverage is generally made available to such former officers, directors and employees.
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17. Notices. Except as otherwise explicitly provided in this Agreement, any notice
provided hereunder will be deemed to be given when delivered in writing by hand or sent overnight
courier. All notices to the Company or WPCI will be marked confidential and addressed to:
Xxxx Xxxxxxxxxxxxx, Esq.
Chief Legal Officer
W.P. Xxxxx & Co., LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx Xxx Xxxx 00000
Chief Legal Officer
W.P. Xxxxx & Co., LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx Xxx Xxxx 00000
with a copy to:
Xxxxxxxx X. Xxxxxx
Xxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000.
Xxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000.
All notices to Executive will be addressed to the most recent address for Executive reflected in
the Company’s records (or such other address as Executive may from time to time specify to the
Company in accordance with this notice provision), with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
XxXxxxxx & English LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
XxXxxxxx & English LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
18. Miscellaneous. This Agreement supersedes and extinguishes the Employment
Agreement (as that term is defined in the Whereas clause hereto) in all respects. The Company and
WPCI each hereby represent and warrant to Executive that it has been duly authorized to enter into
this Agreement. The Company also represents and warrants that the purchase by the Company of the
WPCI interests described in Section 4 has been approved by the Compensation Committee of its Board
of Directors, pursuant to an express delegation of authority from the Board. This Agreement may be
amended only by a written instrument signed by the Company, WPCI and Executive. Except with
respect to the equity compensation plans and agreements referenced in Section 3 and the employee
benefit plans, policies and arrangements that are referenced in Section 5 hereof (under which
Executive’s rights and entitlements shall be determined in accordance with such Sections), this
Agreement shall constitute the entire agreement between the Company and Executive with respect to
the subject matter hereof. This Agreement shall be governed by the laws of the State of New York,
other than the provisions thereof
relating to conflict of laws. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, heirs, executors, administrators (in the
case of Executive) and assigns. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable
in any respect, the validity, legality or enforceability of the remaining provisions of this
Agreement shall not be affected thereby. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective as of the day first
written above.
| W.P. XXXXX & CO., LLC |
||||
| By: | /s/ X. X. XxXxxxxxx | |||
| Title: Acting Chief Financial Officer | ||||
| W. P. XXXXX INTERNATIONAL LLC | ||||
| By: | /s/ Xxx Xxxxx | |||
| Title: Chief Operating Officer | ||||
| XXXXXX XXXXXX |
||||
| /s/ Xxxxxx x. XxXxxx | ||||
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Schedule A
Mutually Agreed Statement
Mutually Agreed Statement
(1) Xxxxxx X. XxXxxx, Managing Director and Head of International Investments of W.P. Xxxxx LLC
(the “Company”), and President of W. P. Xxxxx International LLC (“WPCI”), resigned from the
Company, WPCI, and all affiliated entities effective as of December 24, 2009 pursuant to a mutually
agreed separation.
(2) As part of this separation, the Company effected the purchase of Xx. XxXxxx’x substantial
minority interest in WPCI, for cash, at a negotiated fair market value of $15,380,000.
(3) Xx. XxXxxx joined the Company as an Assistant to the Chairman in July 1994, where he helped
establish the firm’s institutional department and as a result became President of Xxxxx
Institutional Properties (“CIP”). Over his 15 year tenure with the Company, he served in various
positions with increasing responsibilities. When he moved to the investment team, Xx. XxXxxx
participated in negotiating and structuring in excess of $1.5 billion dollars of sale and leaseback
transactions across the United States. Xx. XxXxxx then played a key role in establishing and
developing WPCI. As President of WPCI for over six years, Xx. XxXxxx participated in the
negotiation and structuring of in excess of $2 billion dollars of sale and leaseback transactions
in 11 countries. Xx. XxXxxx also served as President of CPA: 14.
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