AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this "Agreement"), made
as of April 1, 1997, is by and among Insignia Financial Group, Inc., a Delaware
corporation with an office at One Insignia Financial Xxxxx, Xxxx Xxxxxx Xxx
0000, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the Parent "Company"), Insignia/Xxxxxx
X. Xxxxxx Co., Inc., a Delaware corporation with an office at Insignia Financial
Xxxxx, Xxxx Xxxxxx Xxx 0000, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Company)"
and XXXXXX X. XXXXXX , an individual with an office c/o Xxxxxx X. Xxxxxx
Company, Incorporated, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Executive").
Background
The Parent Company, the Company and the Executive entered into an
Employment Agreement dated as of June 17, 1996 ("Original Agreement"). The
Parent Company, the Company and the Executive now desire to amend the Original
Agreement.
Statement of Agreement
In consideration of the foregoing, the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Defined Terms. Capitalized terms used in this Agreement
but not otherwise defined herein shall have the meanings ascribed thereto in the
Original Agreement.
Section 2. Amendment of Section 3(b)(i) of the Original Agreement.
Section 3(b)(i) of the Original Agreement is hereby amended by deleting " be not
more than" in the second sentence of such section and inserting in its place "
be not less than".
Section 3. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given, at the address of such party set forth in the
preamble of this Agreement (or to such other address as such party shall have
furnished in writing in accordance with the provisions of this Section). Notice
to the Estate shall be sufficient if addressed to the Executive as provided in
this Section. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.
Section 4. Waiver. Any waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
Section 5. Binding Effect. The Executive's rights and obligations under
this Agreement shall not be transferrable by assignment or otherwise, such
rights shall not be subject to commutation, encumbrance or the claims of the
Executive's creditors, and any attempt to do any of the foregoing shall be void.
The provisions of this Agreement shall be binding upon and inure to the benefit
of the Executive and his heirs and personal representatives, and shall be
binding upon and inure to the benefit of the Company and its successors.
Section 6. Third Party Beneficiaries. This Agreement does not
create, and shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement.
Section 7. Headings. The headings in this Agreement are solely
for convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
Section 8. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Section 9. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of South Carolina,
without reference to the conflict of law provisions hereof.
Section 10. Affirmation . The parties hereto agree that the
Original Agreement, as amended hereby, is in full force and effect on and as of
the date hereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/Xxxx X. Lines
Name: Xxxx X. Lines
Title: General Counsel
INSIGNIA\XXXXXX X. XXXXXX CO., INC.
By: /s/Xxxx X. Lines
Name: Xxxx X. Lines
Title: Secretary
/s/ Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX
