AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), made as
of December 19, 1996, is by and between INSIGNIA FINANCIAL GROUP, INC., a
Delaware corporation with an office at One Insignia Financial Xxxxx, Xxxx Xxxxxx
Xxx 0000, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Company"), and XXXX X. XXXXXXX,
an individual with an office at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx
(the "Employee").
Background
The Company desires to amend and restate the Employee's current Employment
Agreement, dated September 1, 1993, as amended, and the Employee is willing to
serve in the employ of the Company upon the amended and restated terms and
conditions provided in this Agreement.
Statement of Agreement
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts such employment, in each case upon the terms and
conditions set forth herein, for a period commencing on the date of this
Agreement and ending on December 31, 2000, subject to earlier termination as set
forth herein (such period, as it may be so terminated, being referred to herein
as the "Employment Period").
SECTION 2. Duties and Services.
(a) Offices. In the performance of his duties hereunder, the Employee shall
report to and shall be responsible to only the Chief Executive Officer, or his
designee, and the Board of Directors of the Company. The Employee agrees to his
employment as described in this Section 2 and, except as otherwise set forth in
Section 2(d) below, agrees to devote substantially all of his time and efforts
to the performance of his duties hereunder and to Metropolitan Asset
Enhancement, L.P. and its subsidiaries. The Employee shall be available to
travel as the needs of the business of the Company and the duties of the
Employee require.
(b) Location of Office. Except as otherwise set forth in Section 2(d)
below, during the Employment Period, the Employee's office shall be located in
the office of the Company in Nashville, Tennessee, and the Company will provide
the Employee with a secretary reasonably acceptable to him.
(c) Primary Responsibilities. From the date of this Agreement through
December 31, 1996 (the "Transition Date"), the Employee shall have such
responsibilities as are assigned to him by either the Board of Directors of the
Company or the Chief Executive Officer of the Company,
in each case subject to the approval of the Chief Executive Officer of the
Company or the Board of Directors of the Company. The Employee will be an
executive officer of the Company and will carry the title of "Executive Managing
Director" through the Transition Date.
(d) Responsibilities After Transition Date. On the Transition Date, the
employee will resign as "Executive Managing Director" of the Company and will
thereafter be considered a non- executive employee of the Company through the
end of the Employment Period. The Employee acknowledges and agrees that
effective as of the Transition Date, the Employee's Indemnification Agreement
with the Company shall terminate, in accordance with its terms. Following the
Transition Date, the employee will devote that amount of his time and effort
reasonably necessary to transition his pre-Transition Date responsibilities and
perform such other duties reasonably assigned to him in good faith by either the
Board of Directors or the Chief Executive Officer of the Company and consistent
with his other activities as set forth in Section 6 hereof. In addition,
effective as of the Transition Date, the Company shall no longer be obligated to
provide the Employee with an office or a secretary.
(d) Board Membership; Current Titles. On the date of this Agreement, the
Employee will resign from the Company's Board of Directors, from the Board of
Directors of any of the Company's affiliates on which the Employee serves as
director, from the Office of the Chairman of the Company and as the Chairman,
Chief Executive Officer, and President of Compleat Resource Group, Inc.
(f) Office Space. Employee acknowledges and agrees that, effective as of
the Transition Date, the Company shall no longer be obligated to provide the
Employee with an office or a secretary. Following the Transition Date, to the
extent the Company has unused office space available in its Nashville, Tennessee
office, the Company agrees to make certain office space designated by the
Company, in its sole and absolute discretion, available to the Employee without
any rental cost to the Employee; provided, however, the Company may, for any
reasonable reason and upon thirty (30) days prior written notice to the
Employee, terminate the Employee's right to use such office space and,
thereafter, the Employee shall be responsible for securing any office space
required by the Employee and paying the costs and expenses associated therewith.
SECTION 3. Compensation. As full compensation for his services hereunder,
the Company shall pay, grant, issue, or give, as the case may be, to the
Employee the following:
(a) Base Salary. A base salary at the rate of $242,000 per year per annum
(the "Initial Base Salary"), which Initial Base Salary shall be paid to the
Employee in accordance with the customary payroll policy of the Company as in
effect from time to time. Such Initial Base Salary shall be paid to the Employee
through June 30, 1998 ("Initial Base Salary Period"). On July 1, 1998, the
Employee's Initial Base Salary will be reduced to $70,000 per annum ("New Base
Salary") for the remainder of the Employment Period, and such New Base Salary
will be paid to the Employee in accordance with the customary payroll policy of
the Company as in effect from time to time. The Company reserves the right, in
its sole and absolute discretion, to pay any or all of the Initial Base Salary
and New Base Salary due through the end of the Employment Period at any time in
advance. On the date the 1996 Bonus (as defined in Section 3(c) below), if any,
is
paid to Employee, the amount of such 1996 Bonus minus twenty-five thousand
($25,000) dollars multiplied by 120% will be subtracted from the total aggregate
amount of the remaining Initial Base Salary and remaining New Base Salary due to
Employee during the remaining term of this Agreement (the result of such
calculation is hereinafter defined as "Total Adjusted Base Salary"). The Total
Adjusted Base Salary will then be paid to the Employee on a pro rata basis over
the remaining term of the Employment Period in accordance with the customary
payroll policy of the Company as in effect from time to time.
(b) Special Compensation. Annual special compensation of $34,694 ("Special
Compensation") for seven (7) years ("Special Compensation Period"), payable on
March 15 of each of such years commencing on March 15, 1997, of which up to
$23,939 may be paid in the form of forgiveness of debt on certain loan
obligations of the Employee to the Company. The Company and the Employee
understand and agree that, notwithstanding any provision of this Agreement to
the contrary, the provisions of this Section 3(b) relating to such Special
Compensation shall survive any termination of this Agreement for any reason
whatsoever.
(c) Annual Bonus. An annual discretionary bonus for fiscal year 1996 up to
an amount not to exceed $325,000 (the "1996 Bonus"), the amount of which shall
be determined by the Board of Directors of the Company, acting at its sole and
absolute discretion, and such 1996 Bonus, if any, shall be paid to the Employee
prior to the expiration of ninety (90) days after the end of the 1996 fiscal
year. The Employee may be eligible for a bonus in any other fiscal year during
the Employment period at the sole discretion of the Board of Directors and/or
Chief Executive Officer.
(d) Fringe Benefit Program. In addition to the other benefits provided to
the Employee hereunder, and to the extent permitted by law, participation in any
fringe benefit program introduced generally to employees of the Company,
including, without limitation, pension, profit sharing, stock purchase, savings,
bonus, disability, life insurance, health insurance, hospitalization, dental,
deferred compensation, and other plans and policies authorized on the date
hereof or in the future.
(e) Vacations. Paid vacations and leaves of absence in accordance with the
then regular procedures of the Company governing executives, which policy
currently provides four weeks of paid vacation per year on a non-cumulative
basis.
(f) Certain Vesting. In the event of a Death Termination Event, Disability
Termination Event, or upon the occurrence of a Change in Control or Stock Change
in Control (as defined in Xxxxxx X. Xxxxxx' Employment Agreement, dated as of
September 1, 1993, as amended), all options and warrants then held by and
granted to the Employee will immediately vest and be exercisable by the
Employee; provided, however, that in the event of a Death Termination Event or
Disability Termination Event, any options shall only remain exercisable for a
period of one (1) year following such termination event (but not later than the
scheduled expiration date of such options). In the event of a Termination
Without Cause, all options and warrants granted to the Employee up to the time
of such Termination Without Cause shall vest, but shall only remain
exercisable for a period of ninety (90) days following such termination event
(but, in no event, later than the scheduled expiration date of such options).
(d) Expense Reimbursement. From the date of this Agreement, up to and
including the Transition Date, reimbursement of the Employee for all
out-of-pocket expenses incurred by him in connection with the performance of his
duties hereunder, upon the presentation of appropriate documentation therefore,
in accordance with the then regular policies and procedures of the Company.
Following the Transition Date, the Employee will be reimbursed only for out-of-
pocket expenses that are pre-approved by an appropriate executive officer of the
Company.
SECTION 4. Non-Competition; Non-Solicitation; and Confidentiality.
(a) Non-Competition. In view of the unique and valuable services it is
expected the Employee will render to the Company, the Employee's knowledge
of the customers, trade secrets, and other proprietary information relating
to the business of the Company and its customers and suppliers, and similar
knowledge regarding the Company it is expected the Employee will obtain,
the Employee agrees that during the Employment Period and for a period of
one (1) year thereafter, he will not compete with, or be engaged in the
same business as, the Company with respect to any product or service sold,
or activity engaged in, by the Company in any geographical area which, at
the Transition Date, such product or service is sold, or activity is
engaged in, by the Company; provided, however, that the provisions of this
Section 4 shall not be interpreted to preclude the Employee, at any time
and from time to time, from (a) Participating in any other person or
organization if approved by a majority of the independent Directors of the
Company; or (b) to the extent otherwise prohibited hereby, owning not more
than five percent (5%) of the outstanding capital stock of any
publicly-traded person; or (c) owning interests in certain persons, which
interests are owned by the Employee on the date hereof. The terms
"Participate In" and "Participating In" shall mean: "directly or
indirectly, for his own benefit, or for, with, or through any other person,
own or owning, manage or managing, operate or operating, control or
controlling, loaning money to or lending money to, or participate in or
participating in, as the case may be, the ownership, management, operation,
or control of, or be connected or being connected, as the case may be, as a
director, officer, employee, partner, consultant, agent, independent
contractor, or otherwise, with or acquiesce or acquiescing, as the case may
be, in the use of his name in.
(b) Non-Solicitation. Except as approved in writing by a senior
executive officer of the Company, the Employee will not directly or
indirectly employ any person who, at any time up to the cessation of the
Employment Period, was an employee of the Company, within a period of one
(1) year after such person voluntarily leaves the employ of the Company.
(c) Confidentiality. All confidential information which the Employee
may now possess, may obtain during or after the Employment Period, or may
create prior to the end of the Employment Period, or otherwise relating to
the business of the Company, or any of its subsidiaries or affiliates, or
of any customer or supplier of any of them, shall not be published,
disclosed, or made accessible by him to any other person, either during or
after the termination of his employment, or used by him, except during the
Employment Period, in the business and for
the benefit of the Company and its subsidiaries and affiliates. The
Employee shall return all tangible evidence of such confidential
information to the Company prior to, or at the termination of, his
employment hereunder.
(d) Remedies. Since a breach of the provisions of this Section 4 could
not adequately be compensated by money damages, the Company shall be
entitled, in addition to any other right and remedy available, to seek an
injunction restraining such breach. The Employee agrees that the provisions
of this Section 4 are necessary and reasonable to protect the Company in
the conduct of its business.
(e) Severability. If any restriction contained in this Section 4 shall
be deemed to be invalid, illegal, or unenforceable by reason of the extent,
duration, or geographical scope thereof, or otherwise, then the court
making such determination shall have the right to reduce such extent,
duration, geographical scope, or other provisions hereof, and in its
reduced form such restriction shall then be enforceable in the manner
contemplated hereby.
SECTION 5. Termination.
(a) Definitions.
(i) Death Termination Event. As used herein, "Death Termination
Event" shall mean the death of the Employee.
(ii) Disability Termination Event. As used herein, "Disability
Termination" shall mean a circumstance where the Employee is
physically or mentally incapacitated or disabled, or otherwise unable
to fully discharge his duties hereunder for a period of 185
consecutive days.
(iii) Estate. As used herein, "Estate" shall mean (A) in the
event that the last will and testament of the Employee has not been
probated at the time of determination, the estate of the Employee; and
(B) in the event that the last will and testament of the Employee has
been probated at the time of determination, the legatees of the
Executor who are entitled under such will to the assets or payments at
issue.
(iv) Termination for Cause. As used herein, "Termination for
Cause" shall mean the termination by the Company of the Employee's
employment hereunder, upon a good faith determination by majority vote
of the independent members of the Board of Directors of the Company,
that termination of this Agreement is necessary by reason of (A) the
conviction of the Employee of a felony under state or federal law,
unless in any such case the Employee performed such act in good faith,
and in a manner the Employee reasonably believed to be in, or not
opposed to, the best interests of the Company; (B) the continued
material breach by the Employee of any of the material provisions of
this Agreement for a period of ten (10) days after written notice of
such breach is delivered to the Employee by the Company; (C) failure
by the Employee to comply with any material written directive of the
Board of Directors of the Company, the compliance by the Employee with
which would not violate applicable law, for a period of ten (10) days
after written notice of such failure is delivered to the Employee by
the Company; (D) the taking by the
Employee of any such action, on behalf of the company, without the
possession by the Employee of the appropriate authority to take such
action; (E) a violation of the confidentiality provisions of Section 4
by the Employee; (F) the taking by the Employee of actions in conflict
of interest with the Company, given the Employee's position with the
Company and its subsidiaries and affiliates, for a period of ten (10)
days after written notice of such breach is delivered to the Employee
by the Company; (G) the usurpation of a corporate opportunity of the
Company by the Employee; or (H) the violation by the Employee of any
of the policies of the Company for a period of ten (10) days after
written notice of such violation is delivered to the Employee by the
Company.
(v) Termination Without Cause. As used herein, "Termination
Without Cause" shall mean any termination of the Employee's employment
hereunder that is not a Termination for Cause, a Death Termination
Event, or a Disability Termination Event.
(b) Death Termination Event. Upon the occurrence of a Death
Termination Event, this Agreement shall terminate automatically upon the
date that such Death Termination Event occurred (subject to the last
sentence of this Section 5), whereupon the Company shall continue to pay
the Special Compensation to the Estate for a period equal to the remaining
term of the Special Compensation Period, the Initial Base Salary as
adjusted by Section 3(a) of the Agreement to the Estate for a period equal
to the remaining term of the Initial Base Salary Period, and the New Base
Salary Period as adjusted by Section 3(a) of the Agreement to the Employee
for the remaining term of the Employment Period.
(c) Disability Termination Event. Upon the occurrence of a Disability
Termination Event, this Agreement shall terminate automatically upon the
date that such Disability Termination Event occurred (subject to the last
sentence of this Section 5), whereupon the Company shall continue to pay
the Special Compensation to the Employee for a period equal to the
remaining term of the Special Compensation Period, the Initial Base Salary
as adjusted by Section 3(a) of the Agreement to the Employee for a period
equal to the remaining term of the Initial Base Salary Period, and the New
Base Salary as adjusted by Section 3(a) of the Agreement to the Employee
for the remaining term of the Employment Period.
(d) Termination For Cause. Upon the occurrence of a Termination for
Cause, this Agreement shall terminate upon the date that such Termination
for Cause occurred (subject to the last sentence of this Section 5),
whereupon the Company shall continue to pay the Special Compensation to the
Employee for a period equal to the remaining term of the Special
Compensation Period, the Initial Base Salary as adjusted by Section 3(a) of
the Agreement to the Employee for a period equal to the remaining term of
the Initial Base Salary Period, and the New Base Salary as adjusted by
Section 3(a) of the Agreement to the Employee for the remaining term of the
Employment Period.
(e) Termination Without Cause. Upon the occurrence of a Termination
Without Cause, this Agreement shall terminate upon the date that such
Termination Without Cause occurred (subject to the last sentence of this
Section 5), whereupon the Company shall continue to pay the Special
Compensation to the Employee for a period equal to the remaining term of
the Special Compensation Period, the Initial Base Salary as adjusted by
Section 3(a) of the
Agreement to the Employee for a period equal to the remaining term of the
Initial Base Salary Period, and the New Base Salary as adjusted by Section
3(a) of the Agreement to the Employee for the remaining term of the
Employment Period.
Notwithstanding anything in this Agreement to the contrary Sections 3(a),
3(b), 3(f), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20,
21, 22 and 23 of this Agreement shall survive any termination of this
Agreement, or of the Employee's employment hereunder, until the expiration
of the statute of limitations applicable hereto.
SECTION 6. Consulting Agreement. Following the Date of this Agreement,
provided that the Employee is not otherwise in breach of any of the terms
of this Agreement, the Employee shall be permitted, at his own cost and
expense, to form one or more entities or acquire an interest in one or more
entities (that will not be affiliated with the Company) to provide, among
other things, certain consulting real estate related services (the
"Consulting Company") exclusively for the Company and its affiliates, and
to design, administer, service and sell financial and/or insurance products
to qualified and non-qualified retirement plans, deferred compensation and
incentive arrangements, and executive compensation programs, provide
consulting services to medical practices and other professional
organizations, provide consulting services with respect to mergers,
acquisitions, dispositions, reorganizations, and/or recapitalizations of
companies not in direct competition with the Company's activities, as of
the Transition Date. The Employee will not necessarily be directly involved
in any of the above services offered by such entities. Until the Transition
Date, the Employee will not actively participate in the Consulting Company
or other entities. The Employee agrees and acknowledges that (i) the time
the Employee devotes to the Consulting Company or other entities will not
unreasonably interfere with his post-Transition Date responsibilities to
the Company under this Agreement; (ii) the Consulting Company and other
entities will be bound by the terms of Section 4 of this Agreement; and
(iii) prior to the termination of Employee's employment by the Company
hereunder, without the written consent of the Company by the Chief
Executive Officer or the Board of Directors, the Consulting Company and the
other entities will undertake, in good faith, not to represent, in any
capacity, directly or indirectly, any person or entity that then competes
with any line of business engaged in by the Company or any of its
affiliates as of the Transition Date, and will cease any inadvertent
representation within thirty (30) days of being notified, in writing, by
the Company of such competition. Following the Transition Date and provided
that the Employee is not otherwise in breach of any of the terms of this
Agreement, the Company agrees to negotiate a mutually acceptable consulting
agreement with the Consulting Company; provided, however, the failure of
the Company to enter into a consulting agreement with the Consulting
Company will not be a breach of this Agreement.
SECTION 7. Reaffirmation of Delegation and Indemnification Agreements. The
Employee acknowledges that he executed certain Delegation and Indemnification
Agreements in favor of the Company and its affiliates in connection with the
Company's Xxxxxxx Xxxxxx acquisition. The Employee hereby reaffirms all of the
terms and conditions of each such Delegation and Indemnification Agreement and
agrees and acknowledges that such agreements are in full force and effect.
SECTION 8. MAE Power of Attorney, Covenant Not to Xxx, and Release. The
Employee acknowledges that the Company assigned to him a one-half of one percent
limited partnership interest (the "Interest") in Metropolitan Asset Enhancement,
L.P., a Delaware limited partnership (the "Partnership") as of September 1, 1993
and that MAE Parent, Incorporated, a Delaware corporation, is the general
partner of the Partnership (the "General Partner").
(a) Power of Attorney. The Employee hereby reaffirms the Power of
Attorney granted to the General Partner of the Partnership set forth in
that certain letter dated September 1, 1993 from the Employee to the
Partnership and the General Partner (the "Letter").
(b) Covenant Not to Xxx. The Employee hereby reaffirms the covenant
not to xxx set forth in the Letter.
(c) MAE Release. As a material inducement to the Company to enter into
this Agreement, the Employee hereby irrevocably and unconditionally
releases, acquits, and forever discharges the Partnership and the General
Partner and any past, current or future affiliates thereof, and any of
their respective past, current or future officers, partners, stockholders,
employees, agents, representatives, accountants and counsel from any and
all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts, and expenses resulting from any
contracts, expressed or implied, or any tort arising directly, or
indirectly, out of any other matter.
SECTION 9. Covenant Not to Xxx. The Employee agrees, for himself, his
heirs, his personal representatives, his successors, and his assigns, to never
xxx and never assist any other person in suing or litigating against the
Company, any of the past, current or future affiliates thereof, or any of their
respective past, current, or future officers, directors, partners, stockholders,
employees, agents, representatives, accountants, and counsel for any claim,
cause of action, or liability that directly, or indirectly, arises out of any
matter, except any claim solely related to this Agreement. The Employee
understands and agrees that such waiver and such covenant not to xxx have been
made knowingly and with the benefit of the advice of counsel. The Employee
hereby consents to the jurisdiction convenue of the United States Federal
District Court located in Greenville, South Carolina for any lawsuit directly,
or indirectly, arising out of, relating to, or resulting from this Agreement or
subsequent contracts or agreements that may be executed by the parties or their
respective affiliates.
SECTION 10. Withholding. The Company shall be entitled to withhold from
amounts payable to the Employee hereunder such amounts as may be required by
applicable law to be so withheld.
SECTION 11. Complete Release. As a material inducement to the Company to
enter into this Agreement, the Employee hereby irrevocably and unconditionally
releases, acquits, and forever discharges the Company, its parent, divisions,
subsidiaries, affiliates and controlling persons (if any), their respective
stockholders, partners, agents, directors, officers, employees, representatives,
attorneys, personal representatives, successors and assigns, and all persons
acting by, through, under, or in concert with any of them (collectively,
"Releasees"), or any of them,
from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses of any contracts, express or
implied, or any tort, or any legal restrictions on the Company's right to
terminate employees, or any federal, state or other governmental statute,
regulation or ordinance, including, without limitation: (a) Title VII of the
Civil Rights Act of 1964, (race, color, religion, sex, disability, and national
origin discrimination); (b) 42 U.S.C. Section 1981 (discrimination); (c) 29
U.S.C. Section 621-624 (the Age Discrimination in Employment Act); (d) 29 U.S.C.
Section 206(d)(1) (equal pay); (e) Executive Order 11246 (race, color, religion,
sex and national origin discrimination); (f) Executive Order 11141 (age
discrimination); (g) Section 503 of the Rehabilitation Act of 1973 (handicap
discrimination); (h) intentional or negligent infliction of emotional distress
or "outrage"; (i) defamation; (j) interference with employment; (k) wrongful
discharge; and (l) invasion of privacy ("Claim" or "Claims"), which Employee now
has, owns or holds, or which Employee at any time heretofore had, owned, or held
against each or any of the Releasees at any time. The Employee agrees to
reaffirm this release at the end of the Employment Period.
SECTION 12. Modification. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof,
supersedes the Employment Agreement, dated September 1, 1993, as amended by
Amendment No. 1, dated April 1, 1995, and Amendment No. 2, dated February 20,
1996, and any other compensation-related agreements or arrangements, and may be
modified only by a written instrument duly executed by each party.
SECTION 13. 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 to this Agreement (or to such other address as such party shall have
furnished, in writing, in accordance with the provisions of this Section 13).
Notice to the Estate shall be sufficient if addressed to the Employee as
provided in this Section 13. 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 14. 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 15. Binding Effect. The Employee's rights and obligations under
this Agreement shall not be transferable by assignment or otherwise, such rights
shall not be subject to commutation, encumbrance, or the claims of the
Employee'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 Employee, his heirs and personal representatives, and shall be binding
upon and inure to the benefit of the Company and its successors.
SECTION 16. Third Party Beneficiaries. Except as otherwise set forth in
this Agreement, 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 17. 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 18. 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 19. 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 thereof.
SECTION 20. Severability. If any provision of this Agreement is held to be
invalid or unenforceable, then to the extent such invalidity or unenforceability
shall not deprive either party of any material benefit intended to be provided
by this Agreement. All of the remaining provisions of this Agreement shall
remain in full force and effect and shall be binding upon the parties hereto.
SECTION 21. Neutral Construction. No provision of this Agreement will be
interpreted in favor of, or against, any of the parties hereto by reason of the
extent to which any such party, or its counsel, participated in the drafting
thereof, or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof.
SECTION 22. Survival. The covenants, agreements, representations, and
warranties contained in or made pursuant to this Agreement shall survive the
termination of this Agreement.
SECTION 23. Key Man Life Insurance. In the event that the Company
determines it will not maintain an existing Key Man Life Insurance Policy, the
Company shall notify the Employee of such fact and shall provide the Employee
with the opportunity to assume the maintenance of the Key Man Life Insurance
Policy to the extent that such policy can be so assumed.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman, President, and
Chief Executive Officer
/s/ Xxxx X. Xxxxxxx
-------------------
XXXX X. XXXXXXX
