Exhibit 10.3
EMPLOYMENT AGREEMENT
AGREEMENT dated as of January 1, 1998, between Xxxxxx X. Xxxxxx,
residing at 000 Xxxx 00xx Xxxxxx, Xxxxxxxxx 00X, Xxx Xxxx, Xxx Xxxx
10023("Executive") and Clarion Capital, LLC, a New York limited liability
company having its principal office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (the "Company").
RECITALS
WHEREAS:
A. Executive or an entity which Executive controls and in which
at least a ninety-nine percent (99%) equity interest is owned by
Executive and Clarion Partners, LLC ("Clarion; Clarion and Executive are
sometimes referred to herein individually as a "Member", and
collectively the "Members") have jointly formed the Company to provide
certain fixed income investment management services; and
B. The Company desires to employ Executive, and Executive desires
to be employed by the Company.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment, Duties and Acceptance.
1.1. The Company hereby employs Executive as its President and Chief
Executive Officer with primary responsibility for the general management of
the Company's affairs and its day-to-day operations, in accordance with the
Company's Business Plan (as hereinafter defined), as adopted by the Board
of Managers of the Company (the "Board") pursuant to its Limited Liability
Company Agreement, dated as of January 1, 1998 (the "Operating Agreement").
Without limitation of the generality of the foregoing, Executive's
activities and responsibilities shall include:
(a) No later than sixty (60) days prior to the first day of each
fiscal year beginning with January 1, 1998, Executive shall prepare and
present to the Board for its approval a five (5)-year Business Plan for
the Company, which shall include, but shall not be limited to,
information with respect to the investment performance of the Company
and the performance of all separately reported client accounts for the
prior year and since inception, the investment product(s) which the
Company offers or plans to offer, and an operating budget for the
Company for the next year, including, without limitation, projected
staffing requirements. (Such business plan, once approved by the Board,
is referred to herein as the "Business Plan");
(b) directing the day-to-day operations of the Company in accordance
with the Business Plan;
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(c) acting as portfolio manager of client accounts, including the Funds
listed on Schedule I hereto and such other commercial mortgage backed
securities ("CMBS") hedge funds and such other accounts as the Chairman
shall approve, and in such capacity, developing and implementing client
approved investment strategies for such accounts, subject to approval by
the Chairman who shall consult with the Board with respect to any new
strategy or material change in strategy;
(d) supervising the preparation and delivery of investment reports to
clients, such reports to reflect investment results computed in
accordance with the standards published by the Association for
Investment Management and Research, and such other appropriate standards
as may be requested by the clients of the Company;
(e) developing and overseeing relationships with investment banks and
other entities and individuals involved in the CMBS and asset backed
securities ("ABS") industries;
(f) supervising and implementing trading strategies on behalf of client
accounts;
(g) establishing and implementing appropriate financial control systems
and procedures for the Company and coordinating the preparation of an
annual audit to be performed by Coopers & Xxxxxxx LLP or another "Big-5"
accounting firm acceptable to the Board;
(h) arranging for appropriate hedging and warehousing facilities for
the Company;
(i) directing the marketing efforts of the Company, including the
preparation of marketing materials and participation in
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presentations to prospective clients, including foreign and domestic
institutions and individuals. In performing the foregoing activities,
Executive shall provide such reasonable assistance as is requested by
the Chairman of the Board in order to ensure that there is no conflict
with the marketing efforts of Clarion;
(j) ensuring that the Company is in compliance with all federal, state
and local laws, rules and regulations to which it is subject, including
supervising the preparation of all applicable tax returns by a
professional tax preparer, which shall be Coopers & Xxxxxxx LLP or
another "Big-5" accounting firm acceptable to the Board;
(k) directing the activities of the Company's personnel, with complete
discretion over resource allocation, hiring and termination of officers
and employees, subject to consultation with the Chairman with respect to
the hiring of senior executives and compensation levels, subject to
compliance with the Business Plan (including staffing requirements) and
the annual budget of the Company as approved by the Board;
(l) providing quarterly written reports to the Board, setting forth new
investor capital commitments, investment positions of client accounts,
performance of client accounts and other matters pertinent to the
profitability of the Company; and
(m) coordinating the preparation of the Company's annual budgets and
quarterly financial statements, including comparisons to the budgets.
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1.2. The Company may assign to Executive such other executive and
administrative duties for the Company or its subsidiaries or funds
established by the Company as may be determined by the Board, provided such
duties will be consistent with Executive's position and will not conflict
with Executive's primary responsibility for the operation of the Company's
business affairs.
1.3. Executive shall have discretion to make expenditures pursuant to
the Company's budget, provided that Executive shall be obligated to obtain
prior approval from the Chairman of the Board for any Company expenditures
whereby any category of expenses or the aggregate amount of expenditures
exceed the respective budgeted amounts by at least ten percent (10%).
1.4. Executive accepts such employment and shall devote such time,
energies and attention as are necessary to the fulfillment of his
responsibilities and duties hereunder, which may include overseas and
domestic travel as may reasonably be required of him.
1.5. Executive may participate, directly or indirectly, in any other
business activity or possess interests in another business venture which is
not competitive with the
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business of the Company or Clarion, provided, however, that (a) such
engagement will not cause a breach of Sections 1.4 or 5.4 hereof, (b) such
engagement will not interfere with the performance of Executive's duties
hereunder, and (c) except for passive investments of personal assets in
securities of another entity, which investment does not result in his
beneficially owning more than ten percent (10%) of the equity securities of
such entity or acquiring a controlling position in such entity. Prior to his
participation in such other business activity or business venture, Executive
shall first provide the Company the opportunity to participate in such
activity or business venture. Executive shall give written notice to Clarion
of his intention to engage in any such activity or venture. Such notice
shall describe the proposed activity or venture in reasonable detail,
including a reasonable estimate of the anticipated capital requirements,
income, expense and profits of such activity or venture. Clarion shall have
ten (10) business days from the receipt of such notice to request any
additional information regarding such proposed activity or venture.
Executive shall promptly respond to any such reasonable requests for
additional information concerning such activity or venture. The Company
shall advise Executive as to whether or not the Company desires
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to participate in such activity or venture as soon as practicable, but in any
event no later than thirty (30) days after the later of (i) the receipt by
Clarion of the written notice of Executive's intention to engage in such
other business activity or venture and (ii) the receipt by Clarion of all
follow-up information, reasonably available to Executive, concerning such
activity or venture and requested by Clarion. The decision as to whether or
not the Company shall participate in such activity or venture shall be made
by the Clarion Designees (as defined in the Operating Agreement) on the
Board. In the event the Company declines to participate therein, Executive
may proceed independently of the Company in such activity or venture provided
that he does not use any of the Company's resources or conduct any such
activity or venture at the Company's office. If Executive determines to
participate in such activity or venture without the participation of the
Company, Clarion shall have the right to initiate the Buy-Sell Option (as set
forth in the Operating Agreement), with the option to either buy Executive's
or his affiliates Membership Interest or sell its Membership Interest to
Executive or his affiliate.
1.6. Executive shall cooperate with the Company, including taking such
medical examinations as the Company
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reasonably shall deem necessary, if the Company shall desire to obtain
medical, disability or life insurance with respect to Executive. The
premiums for any such policy shall be an expense of the Company.
2. Compensation and Expenses.
2.1. For all Executive's services to be rendered hereunder, the Company
agrees to pay, or cause to be paid, to Executive, compensation in the amount
of US$175,000 per annum ("Base Salary"). All such compensation shall be paid
biweekly or at such other regular intervals, not less frequently than
monthly, as the Company may establish from time to time for executive
employees of the Company.
2.2. Executive shall be entitled to such vacation, medical and other
benefits as are customarily afforded to all senior executives of Clarion.
2.3. For the purposes of this Article 2, Executive's salary and
benefits for any period less than a full fiscal year shall be prorated for
the portion thereof which shall be applicable.
2.4. The Company shall pay or reimburse Executive for all
transportation, hotel and other expenses reasonably incurred by Executive in
the conduct of business for the Company,
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including, but not limited to, expenses incurred on business trips outside
the metropolitan New York area.
3. Term and Termination.
3.1. The term of this Agreement shall commence on January 1, 1998 and
shall continue until December 31, 2002 ("Expiration Date"), unless sooner
terminated as herein provided, PROVIDED, HOWEVER, that unless either party
gives written notice to the other party of his or its desire not to renew the
term of this Agreement at least one hundred eighty (180) days prior to the
initial Expiration Date or any extension thereof, the term shall be
automatically extended for consecutive periods of twelve (12) months.
3.2. If Executive shall die during the term of this Agreement, this
Agreement shall thereupon terminate, except that the Company shall pay to the
legal representative of Executive's estate all monies due hereunder and all
vested benefits which Executive shall have accrued up to the date of his
death, including Base Salary (prorated through the last day of the month
during which Executive shall have died).
3.3. The Company, by notice to Executive, may terminate this Agreement
if Executive, as a result of illness or Permanent Disability (as hereinafter
defined), shall fail to
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render, for six (6) successive months or for shorter periods aggregating six
(6) months or more in any one year, services of the character contemplated by
this Agreement, and if within thirty (30) days after the date on which such
notice is given to Executive, he shall not have returned to full-time
performance of his duties hereunder. (As used herein, "Permanent Disability"
shall mean the inability, by reason of physical or mental reasons, of
Executive to substantially fulfill the requirements of his employment on a
full-time basis for the period(s) set forth immediately above. The
determination of whether Executive is permanently disabled shall be made by a
New York State licensed medical doctor selected by, but not affiliated with
any Member or any members of the Board. Executive agrees to cooperate with
any such doctor and the Board in connection with making such determination.
Upon such termination, the Company shall pay to Executive all monies due
hereunder and Executive shall be entitled to all benefits in effect at the
commencement of such illness or Permanent Disability up to the Date of
Termination (as set forth in Section 4.2 herein) of this Agreement, including
Base Salary.
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3.4. The Company, by notice to Executive, may terminate this Agreement
and Executive's employment hereunder for proper cause. As used herein,
"proper cause" shall mean that Executive has:
(a) Committed a material breach of any material provision of this
Agreement or the Operating Agreement;
(b) Acted fraudulently or dishonestly in his relations with the
Company or any of its Affiliates (as hereinafter defined) or any
client of the Company or its affiliates, or knowingly or recklessly
breached or caused the breach by the Company of any material
agreement between the Company and any of its investment clients; or
(c) Been convicted by a court or arbitration panel of competent
jurisdiction, found liable for or confessed to any act of larceny,
embezzlement, conversion or any act involving the misappropriation of
funds in the course of his employment.
For purposes of this Section 3.4, no act, or failure to act, on Executive's
part shall be deemed "willful" unless done, or omitted to be done by
Executive intentionally and otherwise than in good faith and in a manner that
Executive reasonably believed was in or not opposed to the best interests of
the Company.
Upon such termination for proper cause, the Company shall pay to
Executive all monies due hereunder and other vested benefits which Executive
shall have accrued up to the Date of
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Termination (as set forth in Section 4.2 herein) of this Agreement, including
Base Salary, after which the Company shall have no further obligations to
Executive under this Agreement.
3.5. Executive, by notice to the Company, may terminate this Agreement,
for any reason. Upon such notice, the Company shall pay Executive all monies
due hereunder and other vested benefits which Executive shall have accrued up
to, and only up to, the Date of Termination (as set forth in Section 4.2
herein), including Base Salary, after which the Company shall have no further
obligations to Executive under this Agreement.
3.6. In the event Executive or his affiliate shall sell his or its
interest in the Company pursuant to the Buy-Sell Option (as set forth in the
Operating Agreement), this Agreement shall, unless sooner terminated in
accordance with the terms hereof, automatically terminate upon the closing of
such sale. Upon such termination, the Company shall pay to Executive all
monies due hereunder and other vested benefits, including Base Salary, to
which Executive shall be entitled up to the closing of the sale of
Executive's or his affiliate's interest in the Company, and thereafter, the
Company shall have no further obligations to Executive under this Agreement.
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4. Notice of Termination and Date of Termination, Etc.
4.1. Any purported termination of Executive's employment by the Company
or by Executive as set forth in Sections 3.3, 3.4, or 3.5 herein shall be
communicated by a written Notice of Termination (as hereinafter defined) to
the other party hereto in accordance with Section 7.1 hereof. For purposes of
this Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision
so indicated.
4.2. "Date of Termination" shall be the effective date on which
Executive shall no longer be employed by the Company, which shall be
determined as follows:
(a) if Executive's employment is terminated for illness or
Permanent Disability as set forth in Section 3.3 herein, thirty (30)
days after Notice of Termination is given (provided that Executive shall
not have returned to the full-time performance of his duties during such
thirty (30)-day period);
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(b) if Executive's employment is terminated for proper cause as
set forth in Section 3.4 herein, the date specified in the Notice of
Termination; and
(c) if Executive elects to terminate his employment hereunder as
set forth in Section 3.5 herein, the date specified in the Notice of
Termination, which shall be not less than thirty (30) days from the date
such Notice of Termination is given, provided, however, upon receipt of
such Notice of Termination, the Company shall have the option to
terminate Executive's employment hereunder, effective immediately, at
any time prior to the expiration of such thirty (30)-day period.
5. Protection of Confidential Information; Non-competition.
5.1. Executive acknowledges that:
(a) The nature of the Company's business, including, without
limitation, its business strategies and its customer base, is material
to its survival and profitability.
(b) As a result of his employment by the Company, Executive is
likely to obtain secret and confidential
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information concerning the business of the Company and its Affiliates
(as hereinafter defined), including, without limitation, key business,
investment and marketing strategies of the Company or its Affiliates,
the identity of customers and their needs and requirements, the nature
and extent of contracts with customers, and information relating to
various investment products and tools. (As used herein, "Affiliate"
shall mean an entity that is, directly or indirectly, controlled by,
controlling, or under common control with the Company.)
(c) The Company and its Affiliates may suffer substantial damage
which will be difficult to compute if, during the period of his
employment with the Company or thereafter, Executive should (i) enter a
competitive business or (ii) divulge secret and confidential information
relating to the business of the Company heretofore or hereafter acquired
by him in the course of his employment with the Company or (iii)
maliciously divulge any negative information with respect to the Company
or its Affiliates, with the intention of, or which could reasonably be
anticipated
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to have the effect of, damaging the Company's or its Affiliates'
reputation and good name ("Slanderous Activity").
(d) The provisions of this Agreement are reasonable and necessary for
the protection of the business of the Company and its Affiliates.
5.2. Executive agrees that he will not at any time, either during the
term of this Agreement or for two (2) years thereafter, (a) divulge to any
person, firm or corporation any confidential information obtained or learned
by him during the course of his employment with the Company, or prior thereto
in the course of forming the Company with Clarion, with regard to the
operational, financial, business or other affairs of the Company or its
Affiliates, their officers and directors, including, without limitation,
trade "know how," secrets, customer lists, business, marketing and investment
strategies, operational methods or technical processes, except (i) in the
course of performing his duties for the Company hereunder, (ii) with the
Company's express written consent, (iii) to the extent that any such
information is in the public domain other than as a result of Executive's
breach of any of his obligations hereunder or any breach by Executive of his
obligations under the Operating
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Agreement, or (iv) where required to be disclosed by court order, subpoena or
other government process, or (b) participate in any Slanderous Activity. In
the event that Executive shall be required to make disclosure pursuant to the
provisions of clause (iv) of the preceding sentence, Executive promptly, but
in no event more than forty-eight (48) hours after learning of such subpoena,
court order, or other government process, shall notify the Company, by
personal delivery or by cablegram, confirmed by mail, and, at the Company's
expense, Executive shall: (x) take all steps reasonably requested by the
Company at the Company's expense, to defend against the enforcement of such
subpoena, court order or other government process and (y) permit the Company
to intervene and participate with counsel of its choice in any proceeding
relating to the enforcement thereof.
5.3. Upon termination of his employment with the Company, or at any
time the Company may so request, Executive will promptly deliver to the
Company all memoranda, notes, records, reports, and other documents (and all
copies thereof) relating to the business of the Company and its Affiliates
and all property associated therewith, which he may then possess or have
under his control, except for such documents as shall constitute publicly
available information.
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5.4. (a) During the term of his employment with the Company and
subject to the provisions of Section 5.4(b) hereof, for a period of two (2)
years thereafter, Executive, without the prior written permission of the
Company, shall not, directly or indirectly, (i) solicit the business of or
provide services to any person or entity which has been a client of the
Company or any subsidiary of or fund managed by the Company within the six
(6)-month period prior to his termination of employment, or with whom the
Company or any subsidiary of or fund managed by the Company conducted
negotiations within the six (6)-month period prior to his termination of
employment, with respect to CMBS or other investment products or businesses
which are at the time provided or being marketed by the Company or any
subsidiary of or fund managed by the Company; (ii) use any of his personal
assets to engage in any competitive business except as set forth in the last
sentence of this Section 5.4(a); (iii) employ or retain, or have or cause any
other person or entity to employ or retain, any person whose annual
compensation exceeds US$50,000, other than his personal secretary or
assistant, who was employed or retained by the Company or any of its
Affiliates while Executive was employed by the Company; or (iv) solicit,
interfere with, or endeavor to entice away from the Company or its Affiliates
any of
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their customers. Nothing in this Agreement, however, shall preclude
Executive from investing his personal assets in CMBS, ABS or the securities
of any corporation or other business entity which is engaged in a Competitive
Business if such securities are traded on a national stock exchange or in the
over-the-counter market and if such investment does not result in his
beneficially owning, at any time, more than one percent (1%) of the
publicly-traded equity securities of such competitor.
(b) The Company agrees with Executive that the provisions of Section
5.4(a) hereof will not apply to Executive following a termination of
Executive's employment pursuant to Section 3.6 hereof unless, in connection
with the sale of Executive's or his affiliate's interest in the Company
giving rise to such termination, Executive or his affiliate is entitled to
receive from such sale, or otherwise from Clarion as set forth in the last
sentence of this Section 5.4(b), at least the Minimum Buyout Amount (as
hereinafter defined). The "Minimum Buyout Amount" means an amount equal to
US$600,000 for each full year that the Executive has been employed by the
Company, commencing with the year beginning January 1, 1997, but not more
than US$4,000,000. In the event the sale of Executive's or his affiliate's
interest in the Company does not yield such Minimum
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Buyout Amount, Clarion may elect to pay to Executive or his affiliate an
amount equal to such shortfall, and upon receipt of such payment, Executive
shall abide by the non-compete provisions set forth herein.
(c) If any court of competent jurisdiction holds the scope of any
provision contained in this Section 5.4 to be too broad to permit
enforcement thereof, Executive and the Company shall consent to the
modification of any such provision to permit enforcement thereof to the
maximum extent permitted by law.
5.5. If Executive commits a breach, of any of the provisions of
Sections 5.2, 5.3 or 5.4 hereof, the Company shall have the right and
remedy:
(a) to have the provisions of this Agreement specifically enforced
by any court having equity jurisdiction, it being acknowledged and
agreed by Executive that the services being rendered hereunder to the
Company are of a special, unique and extraordinary character and that
any such breach may cause irreparable injury to the Company and that
money damages may not provide an adequate remedy to the Company; and
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(b) to require Executive to account for and pay over to the
Company all compensation, profits, monies, accruals, increments or other
benefits (collectively "Benefits") derived or received by Executive as
the result of any transactions constituting a breach of any of the
provisions of Sections 5.2 or 5.4 hereof, and Executive hereby agrees to
account for and pay over such Benefits to the Company.
Each of the rights and remedies enumerated in this Section 5.5 shall be
independent of the other, and shall be severally enforceable, and such rights
and remedies shall be in addition to, and not in lieu of, any other rights
and remedies available to the Company under law or equity.
5.6. If it shall be judicially determined that Executive shall have
violated any covenant contained in Section 5.4, the duration of such covenant
so violated shall be automatically extended for a period of two (2) years
from the date on which Executive permanently ceases such violation.
5.7. If any provision of Sections 5.2 or 5.4 is held to be
unenforceable because of the scope, duration or area of its applicability,
the tribunal making such determination shall have the power to modify such
scope, duration, or area, or all of
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them, and such provision or provisions shall then be applicable in such
modified form.
6. Arbitration.
Any dispute, controversy or claim arising out of or relating to this
Agreement, the making, interpretation or the breach thereof, other than a
claim solely for injunctive relief for any alleged breach of the provisions
of Sections 5.2 or 5.4, as to which the parties shall have the right to apply
for specific performance to any federal or state court sitting in the State
of New York having equity jurisdiction, shall be submitted to arbitration in
New York City before a panel of three (3) arbitrators in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, which
panel shall be composed of one (1) independent, non-affiliated arbitrator
selected by each party to the arbitration and a third independent,
non-affiliated arbitrator being jointly selected by the other two (2)
arbitrators. Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof and any party to the
arbitration may, if he or it so elects, institute proceedings in any court
having jurisdiction for the specific performance of any such award. The
powers of the arbitrators shall include, but not be limited to, the awarding
of injunctive
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relief. The arbitrators shall include in any award in the prevailing party's
favor the amount of his or its reasonable attorneys' fees and expenses and
all other reasonable costs and expenses of the arbitration. In the event that
the arbitrators do not rule in favor of the prevailing party in respect of
all the claims alleged by such party, the arbitrators shall include in any
award in favor of the prevailing party the amount of his or its reasonable
attorneys' fees and other expenses and such other reasonable costs and
expenses of the arbitration as they deem just and equitable under the
circumstances. Except as provided above, each party shall bear his or its
own attorneys' fees and expenses and the parties shall bear equally all other
costs and expenses of the arbitration.
7. Miscellaneous Provisions.
7.1. All notices provided for in this Agreement shall be in writing,
and shall be deemed to have been duly given when (a) delivered by hand, (b)
sent by telecopier provided that a copy is mailed by registered or certified
mail, return receipt requested, postage prepaid, (c) sent by Express Mail,
Federal Express or other overnight courier delivery service (receipt
requested), (d) sent by telegram or (e) the mailing thereof by
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first-class registered or certified mail, return receipt requested, postage
prepaid, addressed to the party to receive the same at his or its address
above set forth, or such other address as the party to receive the same shall
have specified by written notice given in the manner provided for in this
Section 7.1. Notices to the Company shall be sent to the attention of
Xxxxxxx X. Xxxxxxx or such other person as may be designated in writing by
Clarion. All notices shall be deemed to have been given as of the date of
personal delivery, transmittal or mailing thereof.
7.2. This Agreement sets forth the entire agreement of the parties and
is intended to supersede all prior negotiations, understandings and
agreements. No provisions of this Agreement may be waived or changed except
by a writing by the party against whom such waiver of change is sought to be
enforced. The failure of any party to require performance of any provision
hereof shall in no manner affect the right at a later time to enforce such
provision.
7.3. All questions with respect to the construction of this Agreement,
and the rights and obligations of the parties hereunder, shall be determined
in accordance with the laws of the State of New York, without regard to
conflicts of law principles.
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7.4. Article headings are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope or intent of
any provision of this Agreement.
7.5. This Agreement shall inure to the benefit of and be enforceable
and binding upon the successors and assigns of the Company. This Agreement
shall not be assignable by Executive and shall inure to the benefit of and be
binding upon Executive and his legal representatives.
7.6. If any provision in this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any way render invalid or unenforceable any other
provision of this Agreement.
7.7. This Agreement may be executed in any number of counterparts,
which, taken together, shall constitute one, and only one, instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXX X. XXXXXX
----------------------------------
CLARION CAPITAL, LLC
----------------------------------
By:
Title:
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SCHEDULE I
FUNDS/SEPARATE ACCOUNTS MANAGED BY CLARION CAPITAL, LLC
13A Commercial Mortgage Securities, Inc.
Clarion Commercial Holdings, Inc.
Creston Fund (BVI), L.P.
Gramercy Fund (QP), L.L.C.
Gramon Fund (BVI), X.X.
Xxxxxxxx Investors Limited
Xxxxxxx Fund, LLC
Hillcrest Fund (QP), LLC
Monroe Investors Limited
Monroe Investment Corp.
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