SEPARATION AGREEMENT AND GENERAL RELEASE
Exhibit 10.6
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of March 13, 2015, is made by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Xxxxxx X. Xxxxxxxxx (“Xxxxxxxxx”, and together with the Corporation, the Parties”).
WHEREAS, the Parties entered into an Amended and Restated Employment Agreement, effective as of January 20, 2014, together with any Amendments thereto (the “Employment Agreement”);
WHEREAS, Xxxxxxxxx’x service as the Executive Vice President, Chief General Counsel and Corporate Secretary of the Corporation terminated effective as of March 13, 2015 (the “Termination Date”), at which time his employment terminated in accordance with Section 5(b) of the Employment Agreement;
WHEREAS, the Parties desire to enter into this Agreement, which sets forth certain terms relating to the termination of Xxxxxxxxx’x employment and provides for certain payments and benefits that will be made to Xxxxxxxxx as a result of his termination of employment.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Termination of Employment.
(a) The Parties acknowledge and agree that (i) Xxxxxxxxx’x services as the Executive Vice President, Chief General Counsel and Corporate Secretary of the Corporation terminated effective as of March 13, 2015 and (ii) Xxxxxxxxx’x employment with the Corporation and its affiliates will terminate as of the Termination Date. Xxxxxxxxx has resigned or hereby resigns all positions he has held as an officer and director of the Corporation and its subsidiaries and affiliates and any other entity set forth on Exhibit A hereto, effective as of the date hereof, and will promptly execute such documents and take such actions as may be necessary or reasonably requested by the Corporation to further effectuate or further memorialize the resignation from such positions.
(b) Within fourteen (14) days after the Termination Date, the Corporation will pay Xxxxxxxxx a lump sum cash payment in respect of Xxxxxxxxx’x (i) accrued but unpaid base salary earned through the Termination Date, and (ii) accrued but unused vacation time earned through December 31, 2014. In addition, the Corporation will reimburse Xxxxxxxxx for all business expenses incurred on behalf of the Corporation through the Termination Date, in accordance with the Corporation’s policies with respect to the reimbursement of expenses.
2. Severance Payments and Benefits. If Xxxxxxxxx (a) executes this Agreement effective as of the date hereof, and the revocation period described in Section 8 hereof expires within 7 days after the Termination Date (the date on which such revocation period expires, the “Release Effective Date”) and (b) continues to comply with his fiduciary obligations to the Corporation, the covenants under Sections 6(d), 6(e), and 6(g) of the Employment Agreement and any other material ongoing obligations to which he is subject, then Xxxxxxxxx will be entitled to the following (the “Severance Benefits”):
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(a) An amount in cash equal to the sum of (i) $335,687.00 (the “Base Salary Payments”) and (ii) $18,134.04 (the “Welfare Benefit Payments”), payable in substantially equal installments for 12 months following the Termination Date (the “Payment Period”) in accordance with the Corporation’s normal payroll practices; provided that (A) the first such payment shall be made on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Payment Date”) and shall include an additional amount that would have otherwise been made between the Termination Date and the Release Effective Date if such payments had commenced on the Termination Date and (B) if Xxxxxxxxx commences alternate employment or self-employment at any time prior to the first anniversary of the Termination Date, the remaining Base Salary Payments shall be reduced in amount (to zero if applicable) by Xxxxxxxxx’x salary, wages and other taxable income received or earned or fair market value of vested equity interests received or granted from such alternate employment or self-employment;
(b) A lump sum cash payment equal to the product of (i) the cash bonus, if any, that would have been paid to Xxxxxxxxx pursuant to the terms of the Annual Incentive Plan in which Xxxxxxxxx participates in respect of the 2015 fiscal year had he remained in employment and (ii) a fraction, the numerator of which is the number of days that elapsed in the 2015 fiscal year through the Termination Date and the denominator of which is 365, payable on the date such bonuses are paid to then-current employees of the Corporation;
(c) 19,426 shares of common stock, par value $0.01 per share, of the Company (each, a “Share” and collectively the “Shares”) or cash equivalent of the Shares to be determined at the sole discretion of the Corporation, to be delivered on the Initial Payment Date in settlement of the 19,426 restricted stock units previously granted to Xxxxxxxxx that were scheduled to vest on January 30, 2016 under the Restricted Stock Unit Award Agreement by and between the Corporation and Xxxxxxxxx, dated as of January 30, 2014 (the “RSU Award Agreement”).
Notwithstanding any other provision of this Agreement to the contrary, if, on or following the Termination Date, Xxxxxxxxx fails to comply with his fiduciary obligations to the Corporation or materially breaches any of the covenants under Section 6(d), 6(e), or 6(g) of the Employment Agreement or any other material ongoing obligations to which he is subject, then (A) Xxxxxxxxx shall immediately forfeit his right to receive the Severance Benefits, to the extent then unpaid, and (B) the Corporation shall be entitled to require that (x) Xxxxxxxxx repay to the Corporation an amount in cash equal to the gross amount of the Severance Benefits previously paid to him pursuant to Sections 3(a) and 3(b) hereof, if applicable, and (y) Xxxxxxxxx return to the Corporation each Share that he received pursuant to Section 3(c) hereof, or to the extent he no longer holds all such Shares, that he repay to the Corporation an amount in cash equal to the fair market value of such Shares that he no longer holds, determined based on the greater of the closing market price of the Shares as of the day prior to the Release Effective Date or the closing market price of the Shares as of the date on which he sold such Shares. The Corporation will provide Xxxxxxxxx with written notice of the breach and give him ten (10) days to either cure the breach, to the extent curable, or explain why he does not believe there has been a breach. Xxxxxxxxx shall be required to repay the applicable amount, and return any applicable Shares, within fourteen (14) days following the end of the cure period. This paragraph shall be in addition to any other remedy at law or in equity available to the Corporation. Notwithstanding anything in this Agreement or the Employment Agreement to the contrary, nothing in this Agreement or the Employment Agreement is intended to prevent Xxxxxxxxx from communicating directly with the Securities Exchange Commission, or other regulatory or legal agency staff about a possible securities law violation or breach of law.
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3. Xxxxxxxxx Acknowledgements and Covenants.
(a) Xxxxxxxxx acknowledges that the Corporation has provided him with all monies and benefits to which he is owed under the Employment Agreement, the RSU Award Agreement or otherwise, and that the Corporation’s agreement to provide the Severance Benefits is solely in exchange for the promises, releases and agreements of Xxxxxxxxx set forth in this Agreement. Xxxxxxxxx further acknowledges that such Severance Benefits do not constitute an admission by the “Releasees” (as defined below) of liability or of violation of any applicable law or regulation. The Releasees expressly deny any liability or alleged violation and state this arrangement has been made in recognition of Xxxxxxxxx’x service to the Corporation and for the purpose of compromising any and all claims of Xxxxxxxxx without the cost and burden of litigation. Xxxxxxxxx acknowledges and agrees that he is required to execute and continue to comply with the terms of this Agreement as a condition to receiving the Severance Benefits, and would not be entitled to the Severance Benefits if he did not do so.
(b) Xxxxxxxxx shall provide written notice to the Corporation if he commences alternate employment or self-employment during the Payment Period.
4. General Release of Claims.
(a) Xxxxxxxxx and his heirs, personal representatives, successors and assigns, hereby forever release, remise and discharge the Corporation and its subsidiaries, and each of their past, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, successors and assigns (collectively referenced herein as “Releasees”) from any and all claims, claims for relief, demands, actions and causes of action of any kind or description whatsoever, known or unknown, whether arising out of contract, tort, statute, treaty or otherwise, in law or in equity, which Xxxxxxxxx now has, has had, or may hereafter have against any of the Releasees (i) from the beginning of time through the date upon which Xxxxxxxxx signs this Agreement, and/or (ii) arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (A) Xxxxxxxxx’x service as an officer, director or employee, as the case may be, of the Corporation and its subsidiaries and affiliates, (B) any transaction prior to the date upon which Xxxxxxxxx signs this Agreement and all effects, consequences, losses and damages relating thereto, (C) the Amended and Restated Employment Agreement by and between the Corporation and Xxxxxxxxx, dated as of January 20, 2014 (the “Employment Agreement”), (D) all cash incentive awards, and all equity or equity-based awards granted, or promised to be granted, by the Corporation to Xxxxxxxxx and (E) Xxxxxxxxx’x termination of employment with the Corporation under the common law or any federal or state statute, including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991, as amended; The Equal Pay Act; the False Claims Act, 31 U.S.C.A. § 3730, as amended, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended (“ADEA”); The Older Workers’ Benefit Protection Act of 1990, as amended; The Workers Adjustment and Retraining Notification Act, as amended; The Occupational Safety and Health Act, as amended; The Fair Labor Standards Act of 1938; Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
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(b) Notwithstanding the foregoing, nothing in this Agreement will release or waive any rights or claims Xxxxxxxxx may have: (i) under this Agreement or to the Severance Benefits; (ii) for indemnification under any written indemnification agreement by and between Xxxxxxxxx and the Corporation and/or under applicable law or the Corporation’s charter or bylaws; (iii) under any applicable insurance coverage(s) (including, without limitation, COBRA rights); (iv) with respect to any accrued and vested benefits under any tax-qualified retirement plans of the Corporation; (v) with respect to any claims that cannot be waived by operation of law; (vi) with respect to any claims which may arise after Xxxxxxxxx signs this Agreement; or (vii) with respect to Xxxxxxxxx’x right to challenge the validity of the release under the ADEA.
(c) Additionally, while Xxxxxxxxx acknowledges and understands that by this Agreement he foregoes, among other things, any and all past and present rights to recover money damages or personal relief arising out of Xxxxxxxxx’x employment with the Corporation, the Parties agree that this Agreement shall not preclude Xxxxxxxxx from filing any charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other governmental agency or from any way participating in any investigation, hearing, or proceeding of any government agency.
5. Affirmations. Xxxxxxxxx affirms that he has not filed or caused to be filed, and is not a party to any claim, complaint, or action against the Corporation or any of its subsidiaries or affiliates in any forum or form. Xxxxxxxxx also affirms that he has no known workplace injuries or occupational diseases, and has been provided and has not been denied any leave requested under the Family and Medical Leave Act. Xxxxxxxxx disclaims and waives any right of reinstatement with the Corporation or any subsidiary or affiliate thereof.
6. Restrictive Covenants. Xxxxxxxxx acknowledges and agrees that any and all restrictive covenants to which he is subject, including, but not limited to, those contained in Section 6 of the Employment Agreement, will continue in effect in accordance with the terms and conditions thereof, provided, however, the Corporation acknowledges and agrees that the provisions of Section 6(f) of the Employment Agreement, “Non-Competition”, shall be void as of and following the Termination Date and Xxxxxxxxx shall have no constraint or obligation with respect to Section 6(f) of the Employment Agreement. For greater clarity, to the extent that Xxxxxxxxx becomes aware of any Confidential Information during the Payment Period, he will continue to be obligated to maintain the confidentiality of such Confidential Information pursuant to Section 6(d) of the Employment Agreement and Xxxxxxxxx acknowledges that the Federal Securities Laws prohibit trading in securities while in possession of material non-public information.
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7. Consultation with Attorney; Voluntary Agreement. Xxxxxxxxx acknowledges that (a) the Corporation has advised him of his right to consult with an attorney of his own choosing prior to executing this Agreement, (b) Xxxxxxxxx has carefully read and fully understands all of the provisions of this Agreement, and (c) Xxxxxxxxx is entering into this Agreement, including the provisions set forth in Section 5 hereof, knowingly, freely and voluntarily in exchange for good and valuable consideration.
8. Revocation. Xxxxxxxxx acknowledges that he has been given twenty-one (21) calendar days to consider the terms of this Agreement, although he may sign it sooner. Xxxxxxxxx agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) calendar day consideration period. Xxxxxxxxx will have seven (7) calendar days from the date this Agreement is originally executed by Xxxxxxxxx to revoke his consent to the terms of this Agreement. Such revocation must be in writing and sent via hand delivery or facsimile to the attention of the Corporation’s Chief People Officer, fax no: (000) 000-0000. Notice of such revocation must be received within the seven (7) calendar days referenced above. In the event of such revocation by Xxxxxxxxx, this Agreement will not become effective and Xxxxxxxxx will not have any rights to the Severance Benefits. Provided that Xxxxxxxxx does not revoke this Agreement within such seven-day period, this Agreement will become effective on the eighth calendar day after the date on which Xxxxxxxxx signs it.
9. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows:
| To Employer: | c/o Intrawest Resorts Holdings, Inc. | |
| 0000 00xx Xxxxxx, Xxxxx 000 | ||
| Xxxxxx, XX 00000 | ||
| Attention: Chief People Officer | ||
| To Executive: | Xxxxxx X. Xxxxxxxxx | |
| At address currently on the Corporation’s records |
10. Governing Law. This Agreement will be governed by and construed and enforced according to the laws of the State of Colorado, without regard to conflicts of laws principles thereof.
11. Taxes. The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for Xxxxxxxxx with respect to any payment provided hereunder, and Xxxxxxxxx shall be responsible for any taxes imposed on him with respect to any such payment.
12. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes, terminates, and replaces any prior or contemporaneous understandings or agreements with respect thereto.
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13. Section 409A. The intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.
14. Modifications. This Agreement may not be changed, amended, or modified unless done so in a writing signed by the Corporation and Xxxxxxxxx.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
| Intrawest Resorts Holdings, Inc. | |||
| Dated: March 13, 2015 | By: | /s/ Xxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxxx | ||
| Dated: March 13, 2015 | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Chief Accounting Officer | |
[Exhibit A Follows]
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EXHIBIT A
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| Club Intrawest Mexico, LLC | Secretary |
| Copper Mountain, Inc. | Secretary |
| Copper Mountain, Inc. | Vice President |
| Copper Mountain, Inc. | Director |
| Extraordinary Escapes Corporation | Secretary |
| Extraordinary Escapes Corporation | Vice President |
| Extraordinary Escapes Corporation | Director |
| First Ascent Development Corporation | Secretary |
| First Ascent Development Corporation | Vice President |
| First Ascent Development Corporation | Director |
| ICRE, Inc. | Secretary |
| ICRE, Inc. | Vice President |
| ICRE, Inc. | Director |
| Intrawest California Holdings, Inc. | Secretary |
| Intrawest California Holdings, Inc. | Vice President |
| Intrawest California Holdings, Inc. | Director |
| Intrawest Colorado Events Marketing Inc. | Vice President |
| Intrawest Colorado Events Marketing Inc. | Secretary |
| Intrawest Colorado Events Marketing Inc. | Director |
| Intrawest Golf Holdings, Inc. | Secretary |
| Intrawest Golf Holdings, Inc. | Vice President |
| Intrawest Golf Holdings, Inc. | Director |
| Intrawest Hawaii, Inc. | Secretary |
| Intrawest Hawaii, Inc. | Vice President |
| Intrawest Hawaii, Inc. | Director |
| Intrawest Hospitality Management, Inc. | Secretary |
| Intrawest Hospitality Management, Inc. | Vice President |
| Intrawest Hospitality Management, Inc. | Director |
| Intrawest Marketing, Inc. | Secretary |
| Intrawest Marketing, Inc. | Vice President |
| Intrawest Marketing, Inc. | Director |
| Intrawest Mountain Adventures, Inc. | Vice President and Secretary |
| Intrawest Mountain Adventures, Inc. | Director |
| Intrawest Operations Group Holdings, LLC | Executive Vice President, Chief General Counsel and Corporate Secretary |
| Intrawest Operations Group, LLC | Executive Vice President, Chief General Counsel and Corporate Secretary |
| Intrawest Operations Group, LLC | Manager |
| Intrawest Resort Ownership U.S. Corporation | Secretary |
| Intrawest Resort Ownership U.S. Corporation | Vice President |
| Intrawest Resort Ownership U.S. Corporation | Director |
| Intrawest Resorts Holdings, Inc. | Executive Vice President, Chief General Counsel and Corporate Secretary |
| Intrawest Restaurants Hawaii Holdings, Inc. | Director |
| Intrawest Restaurants Hawaii Holdings, Inc. | President and Secretary |
| Intrawest Restaurants Hawaii, Inc. | Director |
| Intrawest Restaurants Hawaii, Inc. | President and Secretary |
| Intrawest Retail Group, Inc. | Secretary |
| Intrawest Retail Group, Inc. | Vice President |
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| Intrawest Retail Group, Inc. | Director |
| Intrawest Shared Services, Inc. | Secretary |
| Intrawest Shared Services, Inc. | Vice President |
| Intrawest Shared Services, Inc. | Director |
| Intrawest Snowshoe Development, Inc. | Secretary |
| Intrawest Snowshoe Development, Inc. | Vice President |
| Intrawest Snowshoe Development, Inc. | Director |
| Intrawest Xxxxxxxx Development Corporation | Secretary |
| Intrawest Xxxxxxxx Development Corporation | Vice President |
| Intrawest Xxxxxxxx Development Corporation | Director |
| Intrawest Trading Company Inc. | Secretary |
| Intrawest Trading Company Inc. | Vice President |
| Intrawest Trading Company Inc. | Director |
| Intrawest U.S. Commercial Property Management, Inc. | Secretary |
| Intrawest U.S. Commercial Property Management, Inc. | Vice President |
| Intrawest U.S. Commercial Property Management, Inc. | Director |
| Intrawest U.S. Holdings Inc. | Corporate Secretary |
| Intrawest U.S. Holdings Inc. | Director |
| Intrawest U.S. Holdings Inc. | Executive Vice President, Chief General Counsel and Corporate Secretary |
| Intrawest ULC | Director |
| Intrawest ULC | Executive Vice President, Chief General Counsel and Corporate Secretary |
| Intrawest Ventures, Inc. | Secretary |
| Intrawest Ventures, Inc. | Vice President |
| Intrawest Ventures, Inc. | Director |
| Intrawest Waikoloa, Inc. | Secretary |
| Intrawest Waikoloa, Inc. | Vice President |
| Intrawest Waikoloa, Inc. | Director |
| Intrawest/Eagle’s Nest, Inc. | Secretary |
| Intrawest/Eagle’s Nest, Inc. | Vice President |
| Intrawest/Eagle’s Nest, Inc. | Director |
| Intrawest/Lake Las Vegas Development Corporation | Secretary |
| Intrawest/Lake Las Vegas Development Corporation | Vice President |
| Intrawest/Lake Las Vegas Development Corporation | Director |
| Intrawest/Lodestar Development Company | Secretary |
| Intrawest/Lodestar Development Company | Vice President |
| Intrawest/Lodestar Development Company | Director |
| Intrawest/Winter Park Development Corporation | Secretary |
| Intrawest/Winter Park Development Corporation | Vice President |
| Intrawest/Winter Park Development Corporation | Director |
| Intrawest/Winter Park Holdings Corporation | Secretary |
| Intrawest/Winter Park Holdings Corporation | Vice President |
| Intrawest/Winter Park Holdings Corporation | Director |
| Intrawest/Winter Park Operations Corporation | Secretary |
| Intrawest/Winter Park Operations Corporation | Vice President |
| Intrawest/Winter Park Operations Corporation | Director |
| Intrawest/Winter Park Restaurant Corporation | Director |
| IRG Restaurant Company | Director |
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| Juniper Properties, Inc. | Secretary |
| Juniper Properties, Inc. | Vice President |
| Juniper Properties, Inc. | Director |
| Mont Tremblant Resort Inc./Station Mont Tremblant Inc. | Secretary |
| Mont Tremblant Resort Inc./Station Mont Tremblant Inc. | Vice President |
| Mont Tremblant Resort Inc./Station Mont Tremblant Inc. | Director |
| Mountain Community Management, LLC | Secretary |
| Mountain Community Management, LLC | Vice President |
| Northwest Maui Corporation | Secretary |
| Northwest Maui Corporation | Vice President |
| Northwest Maui Corporation | Director |
| Playground Destination Properties Inc. | Secretary |
| Playground Destination Properties Inc. | Vice President |
| Playground Destination Properties Inc. | Director |
| Playground Real Estate GP Ltd. | Secretary |
| Playground Real Estate GP Ltd. | Vice President |
| Playground Real Estate GP Ltd. | Director |
| Playground Real Estate Inc. | Secretary |
| Playground Real Estate Inc. | Vice President |
| Playground Real Estate Inc. | Director |
| Playground Real Estate Ltd. | Secretary |
| Playground Real Estate Ltd. | Vice President |
| Playground Services Inc. | Secretary |
| Playground Services Inc. | Vice President |
| Playground Services Inc. | Director |
| Resort Reservations Network, Inc. | Secretary |
| Resort Reservations Network, Inc. | Vice President |
| Resort Reservations Network, Inc. | Director |
| Sandestin Resort & Club, Inc. | Secretary |
| Sandestin Resort & Club, Inc. | Vice President |
| Sandestin Resort & Club, Inc. | Director |
| Snowshoe Mountain Homes, LLC | Secretary |
| Snowshoe Mountain Homes, LLC | Vice President |
| Snowshoe Mountain, Inc. | Secretary |
| Snowshoe Mountain, Inc. | Vice President |
| Snowshoe Mountain, Inc. | Director |
| Sock 1, LLC | Director |
| Sock 1, LLC | Vice President and Secretary |
| Sock 2, LLC | Director |
| Sock 2, LLC | Vice President and Secretary |
| Sock 3, LLC | Director |
| Sock 3, LLC | Vice President and Secretary |
| Sock 4, Inc. | Director |
| Sock 4, Inc. | Vice President and Secretary |
| Sock 5, Inc. | Director |
| Sock 5, Inc. | Vice President and Secretary |
| Sock 6, Inc. | Director |
| Sock 6, Inc. | Vice President and Secretary |
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| Steamboat Ski & Resort Corporation | Secretary |
| Steamboat Ski & Resort Corporation | Vice President |
| Steamboat Ski & Resort Corporation | Director |
| The Xxxxxxxx Corporation | Secretary |
| The Xxxxxxxx Corporation | Vice President |
| The Xxxxxxxx Corporation | Director |
| Tower Ranch Development Ltd. | Director |
| Tower Ranch Holding Corporation | Director |
| Tower Ranch Holding Corporation | Vice President and Secretary |
| Upper Bench Development Corporation | Secretary |
| Upper Bench Development Corporation | Vice President |
| Upper Bench Development Corporation | Director |
| Walton Pond Apartments, Inc. | Secretary |
| Walton Pond Apartments, Inc. | Vice President |
| Walton Pond Apartments, Inc. | Director |
| Xxxxxxxxx Development Corporation | Secretary |
| Xxxxxxxxx Development Corporation | Vice President |
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