AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement (this "Agreement"), made as of
February 20, 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 Xxxxx X. Aston, an
individual with an office at One Insignia Financial Xxxxx, Xxxx Xxxxxx Xxx 0000,
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the "Executive").
Background
The Company and the Executive entered into an Employment Agreement dated as
of September 1, 1993 (the "Original Agreement") and an Amendment No. 1 to
Employment Agreement (the "Amendment") dated as of April 1, 1995. The Company
and the Executive now desire to amend the Original Agreement, as amended.
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, as amended.
Section 2. Amendment of Section 1 of the Original Agreement. Section 1 of
the Original Agreement, as amended, is hereby amended by deleting "September 1,
1997" and inserting in its place "June 30, 1998".
Section 3. Amendment of Section 3 of the Original Agreement. Section 3 of
the Original Agreement, as amended, is hereby amended by adding the following
new subsection (l) to Section 3:
"The Executive shall receive a bonus in the amount of $250,000.00 on the
occurrence of a Change In Control, Stock Change In Control or other
material change to the equity capital structure of the Company prior to the
end of the Employment Period and an additional bonus of $250,000.00
("Additional Bonus") on the date which is eighteen (18) months following
the date of the occurrence of such event if, and only if, the Executive is
still employed by the Company. If the Executive is terminated by the
Company for cause, including, but not limited to, a Termination Without
Cause, the Executive shall no longer be entitled to and shall
have no claim for the Additional Bonus. For purposes of this Section 3 (l),
whether or not a material change to the equity capital structure of the
Company has occurred will be determined by a vote of the majority of the
disinterested members of the Board of Directors of the Company acting in
good faith."
Section 4. Amendment of Section 3 of the Original Agreement. Section 3 of
the Original Agreement, as amended, is hereby amended by adding the following
new subsection (m) to Section 3:
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, all
options and warrants then held by and granted to the Executive will
immediately vest and be exercisable by the Executive; 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 year
following such termination event (but not later than the scheduled
expiration date of such options). In the event of a Termination Without
Cause, the Compensation Committee of the Board of Directors, shall in its
sole and absolute discretion, determine whether or not to vest all options
and warrants granted to the Executive upon the occurrence of such
Termination Without Cause.
Section 5. Amendment of Section 6 of the Original Agreement. Section 6(b),
6(d) and 6(e) of the Original Agreement, as amended, are hereby amended by
deleting in each Subsection "September 1, 1997" and inserting in its place "June
30, 1998".
Section 6. 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 7. 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 8. Binding Effect. The Executive's rights and obligations under
thisAgreement 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 9. 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 10. 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 11. 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 12. 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 13. Affirmation. The parties hereto agree that the Original
Agreement, and the Amendment, as amended hereby, are 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
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Name: Xxxx X. Lines
Title: General Counsel and Secretary
/s/ Xxxxx X. Aston
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XXXXX X. ASTON
