AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
"Agreement"), made as of May 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 COMMERCIAL GROUP, INC., a Delaware corporation with an office at One
Insignia Financial Xxxxx, Xxxx Xxxxxx Xxx 0000, Xxxxxxxxxx, Xxxxx Xxxxxxxx
00000, (the "Company"), INSIGNIA\Xxxxxx X. Xxxxxx Co., Inc., a Delaware
corporation with an office at One Insignia Financial Xxxxx, Xxxx Xxxxxx Xxx
0000, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Insignia\ESG") and XXXXX XXXXXXXX,
an individual residing at 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000 (the
"Executive").
W I T N E S S E T H :
WHEREAS, the Parent Company and the Executive entered into an
Employment Agreement dated as of December 14, 1992 ("Employment Agreement"); and
WHEREAS, the parties desire to amend and restate the
Employment Agreement as set forth in this Agreement; and
WHEREAS, the Company and Insignia\ESG desire to continue to
assure themselves of the services of the Executive for the period provided in
this Agreement, and the Executive continues to be willing to serve in the employ
of the Company and Insignia\ESG for such period upon the terms and conditions
hereinafter provided;
NOW, THEREFORE, 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 Parent Company, the Company and
Insignia\ESG hereby agrees to employ the Executive, and the Executive 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
August 30, 1999 (the "Expiration Date"), 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. During the Employment Period, the Executive shall
serve as Chief Operating Officer of the Company and Executive Managing Director
of the Parent Company. In the performance of his duties hereunder, the Executive
shall report to and shall be responsible only to the Chairman, Chief Executive
Officer or President of the Parent Company and the President of the Company (as
may be determined by the Board of Directors of the Parent Company from time to
time). The Executive agrees to his employment as described in this Section 2,
and agrees to devote substantially all of his time and efforts to the
performance of his duties hereunder. The Executive shall be available to travel
as the needs of the business of the Parent Company, the Company and Insignia\ESG
require and as reasonably directed by the Chairman, Chief Executive Officer or
President of the Parent Company and the Boards of Directors of the Parent
Company and the Company and Insignia\ESG.
(b) Location of Office. During the Employment Period, the
Executive's office shall be located in the principal executive offices of the
Parent Company, which shall be in Greenville, South Carolina . The Executive
will be provided with a suitable office, an executive secretary reasonably
acceptable to him, and other support appropriate to his duties hereunder.
(c) Primary Responsibilities. During the Employment Period,
the Executive shall have principal responsibility for the financial and
operational affairs of the Company and its subsidiaries including Insignia\ESG
and Insignia Capital Advisors, Inc., in each case as directed by the Chairman,
Chief Executive Officer and President of the Parent Company, the President of
the Company and the Boards of Directors of the Parent Company and the Company
and Insignia\ESG.
(d) Permitted Activities. Notwithstanding anything to the
contrary herein provided, in addition to those investments set forth on Exhibit
A attached hereto, the Executive (i) may make certain real estate and other
investments and hold positions as officers, directors and/or partners thereof as
long as (A) such positions and investments do not conflict with the Executive's
duties and loyalties to the Parent Company, the Company and Insignia\ESG, (B)
are consistent with the then existing policies of the Parent Company in
connection with investments permitted to be made by senior officers of the
Parent Company, and (C) have been approved by the Parent Company, and (ii) may
hold such other positions, in charitable and other organizations, as may be
appropriate to his duties hereunder, (collectively, the "Permitted Activities").
(e) Other Duties. In addition to his duties with respect to
the Company and Insignia\ESG, the Executive shall serve on the Executive
Management Committee of the Parent Company. In such capacities, the Executive
shall report directly to the Chief Executive Officer of the Parent Company or
such other individual as may be designated by the Board of Directors of the
Parent Company. The Executive shall serve as a director and/or officer of any of
the Parent Company's subsidiaries or affiliates if the Parent Company so
requests. Executive shall not be entitled to receive any compensation for the
performance of the duties provided for in this Section 2(f) in addition to the
compensation expressly provided in this Agreement consistent with his principal
responsibilities as Chief Operating Officer of the Company and of Insignia/ESG.
Executive shall endeavor to participate in all meetings of the Executive
Management Committee. Executive shall attend, participate in, and be a
representative of the Company and Insignia\ESG at all monthly operations review
meetings of the Parent Company. It is acknowledged by Executive that recurring
failure of Executive to attend such meetings shall be a material breach of this
Agreement.
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 Executive the following:
(a) Base Salary. Subject to the provisions of Section 6, a
base salary at the rate of $300,000 per annum (the "Base Salary"), payable in
equal bi-weekly installments or in such other installments consistent with the
policy of the Parent Company as it may be amended from time to time.
(b) Annual Bonus. An annual discretionary bonus of up to a
maximum of $250,000 for the year ended December 31, 1997 and subsequent years
(as such maximum bonus amount may be adjusted from time to time in the sole and
absolute discretion of the Compensation Committee of the Board of Directors)
based upon the combined Company and Insignia/ESG (including Insignia Capital
Advisors, Inc. and the Company's other subsidiaries) targeted Net EBITDA being
achieved but in any event in the sole and absolute discretion of the
Compensation Committee of the Board of Directors of the Parent Company. Such
bonus shall be paid to the Executive within one hundred (120) days after the end
of the Parent Company's fiscal year.
(c) Additional Annual Bonus. An annual bonus for the year ending December
31, 1997 and subsequent years in an amount determined by the Compensation
Committee of the Board of Directors of the Parent Company, in its sole and
absolute discretion, of 5%, or such lesser percentage as such Compensation
Committee shall determine, of the increase in annual Net EBITDA, reduced by all
bonus compensation paid to employees of the Company and Insignia/ESG (including
Insignia Capital Advisors, Inc. and the Company's other subsidiaries) (including
the imputed bonus of the Executive as determined under this Agreement ), all
Company and Insignia/ESG overhead allocations and all compensation paid to the
Executive pursuant to this Agreement, over the annual Net EBITDA for the
immediately preceding year. Such bonus shall be paid to the Executive within
one-hundred twenty (120) days after the end of the Parent Company's fiscal year.
For purposes of this Agreement, Net EBITDA shall mean the earnings before
interest, taxes, depreciation, and amortization of the Company and Insignia/ESG
net of the debt of the Parent Company at the Parent Company's cost of such debt
plus fifteen (15%) percent of the cost of such debt to the Parent Company
computed in accordance with generally accepted accounting principles,
consistently applied.
(d) Options and Restricted Stock. Options pursuant to the
Parent Company's 1992 Stock Incentive Plan, as amended, to purchase ten thousand
(10,000) shares of the Class A Common Stock, par value $0.01 per share, of the
Parent Company (the "Parent Company Stock") at a price equal to $17.50 per share
which shall vest in five equal installments commencing on the date six months
after the date of this Agreement and each of the next four anniversaries of such
date. In addition, five thousand (5,000) shares of the Class A Common Stock, par
value $0.01 per share, of the Parent Company Stock in the form of restricted
stock granted pursuant to the Parent Company's 1992 Stock Incentive Plan, as
amended, which shall vest in five equal installments commencing on the date six
months after the date of this Agreement and each of the next four anniversaries
of such date.
(e) Fringe Benefit Programs. In addition to the other benefits
provided to the Executive hereunder, the right to participate in the fringe
benefit programs now or hereafter maintained by the Parent Company during the
Employment Period and offered by the Parent Company to its managing directors.
Such fringe benefit program may include, but not be limited to, pension, profit
sharing, stock purchase, stock option, savings, bonus, disability, life
insurance, health insurance, hospitalization, dental, and other plans and
policies authorized on the date hereof (collectively, "Company Benefit Plans").
(f) Expense Reimbursement. Reimbursement of the Executive for
all reasonable out-of-pocket expenses incurred by him in connection with the
performance of duties hereunder, including professional activities and
membership fees and dues relating to professional organizations of which the
Executive currently is a member as set forth on Exhibit B attached hereto, or is
directed to be a member by the Chairman or Chief Executive Officer of the Parent
Company, upon the presentation of appropriate documentation therefor in
accordance with the then regular policies and procedures of the Company. The
Executive shall not engage in or apply for any other professional activity or
membership without the prior written consent of the Chairman, Chief Executive
Officer or President of the Parent Company.
(g) Vacations. Paid vacation consisting of twenty (20) days
during each calendar year during the Employment Period, to be taken at such time
as is consistent with the needs of the Parent Company, the Company and
Insignia\ESG, as reasonably determined by the Executive.
(h) Perquisites. In addition to the other benefits provided to
the Executive hereunder, and at the sole cost and expense of the Company except
as otherwise provided herein:
(i) A membership at The Commerce Club, Greenville,
South Carolina;
(ii) A membership at The Greenville Country Club
in Greenville, South Carolina including all of the monthly business related
expenses incurred by the Executive; and
(iii) Reasonable consultations with financial and tax
advisors or counselors, including annual income tax preparation.
(i) Loan. An unsecured loan in the principal amount of
$150,000 (the "Loan"), which Loan shall be upon the other terms and conditions
set forth in, and shall be evidenced by, the Note attached as Exhibit A hereto
and hereby made a part hereof (the "Note"), which Loan shall be made to the
Executive upon the Executive's execution of this Agreement and the Note and
delivery of this Agreement and the Note to the Company. To the extent there is a
conflict between the terms of this Agreement and the terms of the Note, the
terms of this Agreement will supercede the terms of the Note.
Section 4. Representations and Warranties of the Executive.
The Executive represents and warrants to the Parent Company,
Insignia\ESG and the Company as follows:
(a) He is acquiring the securities represented by the Options
and the Restricted Stock and, upon exercise of the Options, will acquire the
underlying Parent Company Stock, for his own account, for investment purposes
only, and not with a view toward the sale or other distribution thereof;
(b) Other than the Permitted Activities, he is under no
contractual or other restriction or obligation which is inconsistent with the
execution of this Agreement, the performance of his duties hereunder, or the
other rights of the Parent Company, Insignia\ESG or the Company hereunder; and
(c) To the best of his knowledge, he is under no physical or
mental disability that would hinder his performance of his duties under this
Agreement.
Section 5. Non-Solicitation; Confidentiality.
(a) Non-Solicitation. In view of the unique and valuable
services it is expected the Executive will render to the Company, Insignia\ESG
and the Parent Company, the Executive's knowledge of the customers, trade
secrets, and other proprietary information relating to the business of the
Parent Company, the Company, Insignia\ESG and their affiliates and their
customers, clients and suppliers, the Executive agrees that (i) so long as he is
employed by the Parent Company, the Company and Insignia\ESG pursuant to this
Agreement or otherwise and (ii) for a period of two (2) years after a
Termination for Cause, a Termination Without Cause, or the Executive's voluntary
termination of such employment, except for those properties owned directly or
indirectly by the Executive at the cessation of the Executive's employment with
the Company, he will not either on his own behalf or as an officer, director,
employee, agent, representative, independent contractor or in any relationship
to any person, partnership, corporation or other entity (except the Parent
Company), solicit, directly or by assisting others, business from any of the
Parent Company's or any of its affiliates' customers or clients for the purpose
of providing goods or services to Parent Company's or any of its affiliates'
customers or clients which are directly competitive with goods or services
provided by the Parent Company or any of its affiliates to such customers or
clients; and (ii) while Executive is employed with the Parent Company, and for a
period of two (2) years following the date on which Executive's employment with
the Company ceases for any reason, Executive shall not, either on his own behalf
or as an officer, director, employee, agent, representative, independent
contractor or in any relationship to any person, partnership, corporation or
other entity (except the Parent Company), solicit or accept, directly or
indirectly or by assisting others, business from any of the Parent Company's or
any of its affiliates' customers or clients who have a written contract with the
Parent Company or any of its affiliates at the time Executive's employment with
the Parent Company ceases for the purpose of providing goods or services
provided by the Parent Company or any of its affiliates to such customers or
clients. Notwithstanding the termination or failure to extend the term of this
Agreement for any reason, the Executive will not for a period of two (2) years
following the cessation of the Executive's employment with the Company directly
or indirectly employ any person who, at any time up to such cessation of
Executive's employment, was an employee of the Company, Insignia\ESG or the
Parent Company, within a period of two years after such person leaves the employ
of the Company, Insignia\ESG or the Parent Company or any of its affiliates
other than his personal secretary and Xxxxxxx Xxxxxxxx. In addition,
notwithstanding the termination or failure to extend the term of this Agreement
for any reason, the Executive agrees that following the cessation of Executive's
employment with the Parent Company, the Company and Insignia/ESG he will not
solicit anyone for the purpose of providing management, leasing or related real
estate services with respect to the properties then managed and the clients then
served by the Company, Insignia\ESG or the Parent Company.
(b) Confidentiality. All confidential information which the
Executive 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, Insignia\ESG or the Parent Company or any of their
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,
Insignia\ESG, the Parent Company and their subsidiaries and affiliates. In the
event that the Executive becomes legally compelled to disclose any of the
confidential information, the Executive will provide the Parent Company,
Insignia\ESG and the Company with prompt notice so that the Parent Company,
Insignia\ESG and the Company may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Section 5(b) and in
the event that such protective order or other remedy is not obtained, or should
the Parent Company, Insignia\ESG and the Company waive compliance with the
provisions of this Section 5(b), the Executive will furnish only that portion of
the confidential information which is so legally required. The Executive shall
return all tangible evidence of such confidential information to the General
Counsel of the Parent Company prior to or at the termination of his employment
hereunder.
(c) Interpretation. Since a breach of the provisions of this
Section 5 could not adequately be compensated by money damages, the Company,
Insignia\ESG or the Parent Company shall be entitled, in addition to any other
right and remedy available to it, to seek an injunction restraining such breach
and the Parent Company, Insignia\ESG and the Company shall not be required to
post a bond in any proceeding brought for such purpose. The Executive agrees
that the provisions of this Section 5 are necessary and reasonable to protect
the Company, Insignia\ESG and the Parent Company in the conduct of their
respective businesses. If any restriction contained in this Section 5 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. Nothing
herein shall be construed as prohibiting the Company, Insignia\ESG or the Parent
Company from pursuing any other remedies, at law or in equity, for such breach
or threatened breach.
Section 6. Termination.
(a) Definitions.
(i) Death Termination Event. As used herein,
"Death Termination Event" shall mean the death of the Executive.
(ii) Disability Termination Event. As used
herein, "Disability Termination Event" shall mean a circumstance where the
Executive is physically or mentally incapacitated or disabled or otherwise
unable to fully discharge his duties hereunder for a period of 100 consecutive
days.
(iii) Estate. As used herein, "Estate" shall mean (A)
in the event that the last
will and testament of the Executive has not been probated at the time of
determination, the estate of the Executive, and (B) in the event that the last
will and testament of the Executive has been probated at the time of
determination, the legatees or the Executor who are entitled under such will to
the assets or payments at issue.
(iv) Termination For Cause. As used herein, the
term "Termination For Cause" shall
mean the termination by the Parent Company, the Company and Insignia\ESG of the
Executive's employment hereunder upon a good faith determination by a majority
vote of the members of the Board of Directors of the Parent Company that
termination of this Agreement is necessary by reason of (A) the conviction of
the Executive of a felony under state or federal law, unless in any such case
the Executive performed such act in good faith and in a manner the Executive
reasonably believed to be in or not opposed to the best interests of the
Company, Insignia\ESG or the Parent Company, (B) the continued breach by the
Executive of any of the provisions of this Agreement for a period of thirty days
after written notice of such breach is given to the Executive by the Company,
Insignia/ESG or the Parent Company, (C) the failure by the Executive to comply
with any directive of the Board of Directors of the Company, Insignia\ESG or the
Parent Company which shall continue for ten days after written notice thereof is
given to the Executive, (D) a violation of the confidentiality provisions of
Section 5 of this Agreement by the Executive, (E) the taking by the Executive of
any action on behalf of the Company, Insignia\ESG or the Parent Company
knowingly without the possession by the Executive of the appropriate authority
to take such action, provided that Executive shall have five (5) days after
written notice thereof from the General Counsel of the Parent Company to cure
such breach, (F) the taking by the Executive of actions (other than Permitted
Activities) in conflict of interest with the Company, Insignia\ESG, or the
Parent Company or their subsidiaries or affiliates, given the Executive's
positions with the Company, Insignia\ESG, or the Parent Company and their
subsidiaries and affiliates, provided that the Executive shall have five (5)
days after written notice thereof from the General Counsel of the parent Company
to cure such breach, (G) except to the extent approved in writing by the Board
of Directors of the Parent Company, the usurpation of a corporate opportunity of
the Company, Insignia\ESG, or the Parent Company or their subsidiaries or
affiliates by the Executive; provided, however, the parties acknowledge and
agree that no Permitted Activity shall constitute a corporate opportunity, and
further provided that the Executive shall have five (5) days after written
notice thereof to cure such breach, (H) the recurring failure to attend and
participate in (x) Executive Management Committee Meetings, and (y) Monthly
Operations Review Meetings, provided that the Executive shall have five (5) days
after written notice thereof from the General Counsel of the Parent Company to
cure such breach, (I) a failure as provided in the last sentence of Section
2(e), provided that the Executive shall have five (5) days after written notice
thereof to cure such breach, or (J) the violation of any of the policies of the
Parent Company, the Company or Insignia/ESG.
(v) Termination Without Cause. As used herein, "Termination Without Cause"
shall mean any termination of the Executive's employment hereunder by the
Company, Insignia\ESG or the Parent Company that is not a Termination For Cause,
a Death Termination Event, a Disability Termination Event, or a voluntary
resignation by Executive. (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 6), whereupon the Company shall pay to the Estate compensation at
the annual rate equal to the Base Salary then in effectfor a period equal to the
remaining term of the Employment Period (determined upon the assumption that the
Employment Period will not be terminated prior to the Expiration Date), but in
no event longer than one (1) year and shall forgive any amount remaining due on
the Loan.
(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 6), whereupon. the Company shall pay to the Executive
compensation at the annual rate equal to the Base Salary then in effect for a
period equal to the remaining term of the Employment Period (determined upon the
assumption that the Employment Period will not be terminated prior to the
Expiration Date), but in no event longer than one (1) year and shall forgive any
amount remaining due on the Loan.
(d) Termination For Cause. The Executive and the Company,
Insignia/ESG and the Parent Company agree that the Company, Insignia\ESG and the
Parent Company shall have the right to effectuate a Termination For Cause prior
to the Expiration Date. Upon the occurrence of a Termination For Cause, this
Agreement shall terminate upon the date that such Termination For Cause occurs
(subject to the last sentence of this Section 6), whereupon the Executive shall
be entitled to receive the Base Salary, as then in effect, to and including the
date that such Termination For Cause occurs.
(e) Termination Without Cause. Upon the occurrence of a
Termination Without Cause, this Agreement shall terminate upon the date that
such Termination Without Cause occurs (subject to the last sentence of this
Section 6), whereupon the Company shall pay to the Executive compensation at the
annual rate equal to the Base Salary then in effect and all bonus compensation
for a period equal to the remaining term of the Employment Period (determined
upon the assumption that the Employment Period will not be terminated prior to
the Expiration Date), but in no event longer than one (1) year and shall forgive
any amount remaining due on the Loan.
Notwithstanding anything in this Agreement to the contrary,
Sections 3 (as to compensation, overrides, commissions, bonuses, fringe benefits
and expense reimbursements to which Executive became entitled prior to or as a
result of the termination of this Agreement), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,
14, 15, 16, and 17 of this Agreement shall survive any termination of this
Agreement or of the Executive's employment hereunder until the expiration of the
statute of limitations applicable hereto.
Section 7. Indemnification. Parent Company and the Executive have entered
into an Indemnification Agreement dated as of May 25, 1995.
Section 8. Tax Withholding. The Company, Insignia\ESG and the Parent
Company shall be entitled to withhold from amounts payable to the Executive
hereunder such amounts as may be required by applicable tax law to be so
withheld.
Section 9. Survival. Subject to the provisions of the last sentence of
Section 1 of this Agreement, the covenants, agreements, representations, and
warranties contained in or made pursuant to this Agreement shall survive the
termination of this Agreement, irrespective of any investigation made by or on
behalf of any party hereto.
Section 10. 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 10.)
Notice to the Estate shall be sufficient if addressed to the Executive as
provided in this Section 10. 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 11. 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 12. Binding Effect. The Executive'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
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, Insignia\ESG, the Parent
Company and their successors.
Section 13. 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 14. Construction and Interpretation. Should any
provision of this Agreement require judicial interpretation, the parties hereto
agree that the court interpreting or construing the same shall not apply a
presumption that the terms hereof shall be more strictly construed against one
party by reason of the rule of construction that a document is to be more
strictly construed against the party that itself, or through its agent, prepared
the same, and it is expressly agreed and acknowledged that the Executive, the
Company, Insignia\ESG, the Parent Company and their respective representatives
have participated in the preparation hereof.
Section 15. 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 16. 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 17. 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.
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
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/Xxxx X. Lines
Name: Xxxx X. Lines
Title: Secretary
/s/Xxxxx Xxxxxxxx
XXXXX XXXXXXXX
