Exhibit 10.5
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into
effective as of August 15, 2006 (the "Effective Date") by and between ARCap
REIT, Inc., a Delaware corporation ("Company"), and Xxxxx X. Xxxxxxx
("Executive"). In addition, this Agreement is being executed by the Company's
ultimate parent company, CharterMac, a Delaware statutory trust ("CharterMac"),
for purposes of guaranteeing performance by the Company as set forth in Section
10(k) herein. Certain capitalized terms used in this Agreement are used with the
definitions ascribed to them on the attached Exhibit A, which is incorporated
into this Agreement by this reference.
WHEREAS, the parties desire to enter into an employment relationship on
the terms and conditions set forth below:
THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Employment. The Company will employ Executive, and Executive will be employed
by the Company, during the Employment Period on and subject to the terms and
conditions contained in this Agreement. The "Employment Period" is the period
commencing on the Effective Date and continuing until terminated as provided in
this Agreement.
2. Duties. During the Employment Period, Executive will work for the Company in
the capacity of President and Chief Executive Officer of the Company and also
will serve as (i) a trustee and the Chief Executive Officer of American Mortgage
Acceptance Company ("AMAC"), subject to the approval of Executive's initial
appointment by the board of trustees of AMAC and subject to Executive's
reelection as a trustee by the shareholders of AMAC and (ii) a member of the
board of directors of the Company. During the Employment Period, Executive shall
report to the Chief Executive Officer of CharterMac and Executive shall perform
the types of duties and functions as shall be reasonably assigned to Executive
from time to time by the Chief Executive Officer of CharterMac. During the
Employment Term, Executive will be a member of CharterMac's Strategic Planning
Committee. Executive will devote substantially all of his business time, best
efforts and ability to the business of the Company and its affiliates, will
faithfully and diligently perform Executive's duties pursuant to this Agreement,
will comply with the overall policies established by the board of trustees of
CharterMac and will do all things reasonably in Executive's power to promote,
develop and extend CharterMac's and ARCap's business. In determining whether
Executive is devoting substantially all his business time, best efforts and
ability to the business of the Company and its affiliates, Executive may only
engage in those business activities aside from his duties hereunder which are
either (i) set forth in the attached Exhibit B, or (ii) are disclosed to
CharterMac's board of trustees and approved by it.
3. Compensation and Benefits. During the Employment Period, the Company will pay
and provide Executive as compensation for Executive's services pursuant to this
Agreement the consideration specified and determined in accordance with this
Section 3, in each case subject to all withholdings required by applicable law.
a. The Company will pay Executive a base salary (the "Salary") of
$300,000.00 per annum payable in equal bi-weekly installments. In
addition, the Company will pay Executive bonus compensation
("Annual Bonus") to the extent it is awarded to him under and
subject to the terms of the ARCap Annual Senior Management Bonus
Compensation Plan, as amended from time to time (the "Bonus Plan").
b. Executive may also be awarded additional deferred compensation
under one or more plans or programs established by the Company
(including but not limited to the ARCap Fund I Senior Management
Incentive Compensation Plan, the ARCap Fund II Senior Management
Incentive Compensation Plan and the ARESS Mortgage Incentive
Compensation Plan) or CharterMac and its affiliates from time to
time (the "Deferred Compensation Plans"). Amounts, if any, payable
to Executive under the terms of the Deferred Compensation Plans
shall be governed solely by the terms of the Deferred Compensation
Plans and awards made thereunder.
c. The Company will pay Executive an automobile allowance of Five
Hundred Dollars ($500.00) per month, for each month Executive is
employed by the Company pursuant to this Agreement.
d. Executive shall be entitled to twenty (20) days vacation per year
for each year this Agreement is in effect. All vacation shall be
taken at such times as shall be agreed upon by the Chief Executive
Officer of CharterMac. In the event of a termination of this
Agreement, no amount shall be payable to the Executive for any
accrued but not yet taken vacation time. Executive's right to carry
over unused vacation days to subsequent years shall be subject to
and limited by CharterMac's policy regarding the carry over of
unused vacation days in effect for similarly situated executives.
e. Executive will be entitled to participate in any fringe benefit and
other employee benefit plans and programs available to salaried
employees of the Company as in effect from time to time, to the
extent that Executive may be eligible to do so under the applicable
provisions of the plans and programs.
f. Executive shall be entitled to reimbursement of amounts incurred by
him in connection with the performance by him of his duties and
obligations hereunder in accordance with the Company's expense
reimbursement policy ("Reimbursable Amounts"). Executive shall
apply for all reimbursements for a particular calendar year not
later than forty-five (45) days after it ends, and payment shall
occur not later than two and one-half months after the end of the
calendar year to which the Reimbursable Amounts relate.
g. Provided Executive is insurable at normal risk rates, The Company
shall provide Executive with a term life insurance policy in the
amount of Three Million Dollars ($3,000,000.00) and Executive or
his designee shall be the owner of such
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policy and shall be entitled to name the beneficiary of any
insurance proceeds payable thereunder.
h. The Company shall also provide Executive with supplemental long
term disability insurance which will provide Executive with a full
disability benefit of Fifteen Thousand Dollars ($15,000.00) per
month after an exclusion period of ninety (90) days and otherwise
on substantially the same terms as are set forth on the attached
Exhibit C (the "Disability Coverage"). During the ninety (90) day
exclusion period, the Company will pay Executive his full Salary.
i. Executive will be granted, effective as of the Effective Date,
255,003 shares of restricted common stock of CharterMac
(collectively, the "Stock Grant") under and subject to the terms of
the CharterMac Amended and Restated Incentive Share Plan (the
"Plan"). The Stock Grant shall vest and become exercisable over the
course of four years in four equal cumulative installments of 25%
on each of the first four anniversaries of the date of grant,
provided that Executive is continuously employed by the Company on
each such vesting date. Once vested, the Stock Grant shall be
non-forfeitable. Except to the extent otherwise provided in this
Agreement, the Stock Grant shall be subject to the terms of the
applicable award agreement(s) from CharterMac evidencing the Stock
Grant; provided, however, that, notwithstanding anything to the
contrary contained in the documents governing the Stock Grant, upon
(x) a Change of Control (as defined below) or (y) Executive's
termination of employment with the Company and its affiliates, the
Stock Grant shall immediately vest in full, unless such termination
is by the Company or any of its affiliates for Cause or by
Executive without Good Reason, in which event any unvested portion
of the Stock Grant shall be forfeited. The award agreement(s) will
be in the form generally used for similarly situated employees.
4. Termination; Severance Benefits. The Employment Period and Executive's
employment with the Company will terminate upon the first to occur of the
following and the Company shall make the following payments and no other
payments upon the occurrence of such event, subject in all cases to the terms
and conditions of subsection 10(e) hereof:
a. Death. If Executive dies during the Employment Period, the
Termination Date will be the date of Executive's death. In such
event, the Company shall pay Executive's estate within ninety (90)
days of the date of Executive's death, a death benefit equal to (i)
one (1) year's Salary plus (ii) the amount paid or payable to
Executive if any as Annual Bonus for the Fiscal Year immediately
preceding Executive's death.
b. Total Disability. If Executive incurs a Total Disability, the
Termination Date will be the date Executive (or Executive's
beneficiary or representative) first becomes entitled to receive
benefits under the Disability Coverage unless deferred or extended
by the Compensation Committee, in which case it will be the
extended or deferred date (the "Disability Payment Date"). In such
event the
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Company shall pay Executive (or Executive's beneficiary or
representative) within ninety (90) days of the Disability Payment
Date, a disability benefit equal to (i) one (1) year's Salary plus
(ii) the amount paid or payable to Executive if any as Annual Bonus
for the Fiscal Year immediately preceding Executive's Total
Disability) in addition to any payments due on account of the
Disability Coverage. For these purposes, a "Total Disability" is a
physical and/or mental condition giving rise to Executive (or
Executive's beneficiary or representative) receiving benefits on
account of Executive's being totally disabled under any Disability
Coverage.
c. Termination for Cause; Resignation without Good Reason. Executive's
employment may be terminated by the Company for Cause at any time
upon written notice from the Company to Executive. The Company's
notice must set forth the facts or circumstances constituting Cause
and specify the Termination Date. Executive may resign without the
existence of Good Reason at any time upon not less than ninety (90)
days written notice to the Company. Executive's notice must specify
the Termination Date. Upon the occurrence of either such event, the
Company shall only be obligated to pay Executive any amounts due
under Section 4(f) below.
d. Termination Without Cause or Resignation for Good Reason. Executive
may be terminated by the Company without Cause upon not less than
thirty (30) days written notice to Executive. The Company's notice
must specify the Termination Date. Executive may resign if Good
Reason exists upon not less than ten (10) days written notice to
the Company. Executive's notice must set forth the facts and
circumstances constituting Good Reason and specify the Termination
Date.
If Executive's employment is terminated by the Company without
Cause or Executive terminates his employment with the Company for
Good Reason, Executive shall have no further rights or claims
hereunder or with regard hereto except that, subject to his
execution of a release running to the Company and its related
entities and their respective partners, shareholders, officers,
directors and employees of all claims relating to his employment
and termination substantially in the form of Exhibit D (with such
reasonable changes therein as may be deemed by counsel to the
Company to be required to comply with applicable law at the time of
delivery of such release) (the "Release"), the Company will (i) pay
Executive two cash installments, each equal to one-half of the sum
of (x)(A) during the period from the Effective Date until the
second anniversary of the Effective Date (the "Initial Term"), 1.5
times his then current Salary or (B) after the Initial Term, his
then current Salary, and (y) 75% of the average of the two Annual
Bonuses (if any) paid to Executive for the two Fiscal Years
preceding the year of termination, the first no earlier than the
eighth day after Executive delivers the executed Release, and the
other six months thereafter (the "Severance Payment"); provided,
however, that if, during the Employment Period, Executive's
employment is terminated by the Company in anticipation of, or
within one year after a Change of Control (other than as a result
of Cause, death
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or Total Disability), or by Executive for Good Reason within one
year after a Change of Control, the Company instead will pay
Executive an amount equal to 200% of Severance Payment (calculated
and payable as provided in the preceding clause); (ii) pay
Executive within five (5) business days of the date of Executive's
employment termination any accrued but unpaid Annual Bonus for the
Fiscal Year preceding the year of termination; (iii) pay Executive
in a lump sum, at the time that annual bonuses are paid to other
executives of the Company generally, an amount equal to the Annual
Bonus for the year of termination multiplied by a fraction with a
numerator equal to the number of days during the calendar year
during which Executive was employed and a denominator of 365; and
(iv) pay the COBRA premiums for Executive and his dependents for
the lesser of (A) one (1) year or (B) until Executive and his
dependents cease to be eligible for such COBRA benefits (including,
without limitation, by reason of Executive becoming eligible for
substantially similar coverage from a subsequent employer). If
Executive elects not to deliver the Release, then the Company shall
have no obligation to pay Executive the severance provided for in
clause (i) above, but shall be obligated to pay to Executive the
amounts provided for in clauses (ii), (iii) and (iv) above at the
times provided therein. Any payments to be made to Executive
pursuant to this Section 4(d) are in addition to any benefits that
may be payable under any life insurance, disability insurance or
similar policies of insurance that the Company may maintain on
Executive's behalf and to which Executive contributes all or any
portion of the premiums to maintain. If Executive's employment is
terminated hereunder, Executive shall be under no obligation to
seek other employment and there shall be no offset against any
amounts due to Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that
Executive may obtain.
e. Immediate Cessation of Employment. If the Company gives notice to
Executive pursuant to subsection (c) above, or Executive gives
notice to the Company pursuant to subsection (c) above, the Company
may further direct Executive to immediately cease Executive's
activities on behalf of the Company, to remove Executive's personal
belongings from the premises of the Company and/or to discontinue
using any of the Company's facilities.
f. Arrearages. The Company shall pay Executive (or Executive's estate
or legal representative, as the case may be) on the Termination
Date his (a) accrued but unpaid Salary, if any, as of the
Termination Date, (b) accrued but unpaid Bonus for the Fiscal Year
prior to the Fiscal Year in which Executive's employment is
terminated, if any, as of the Termination Date and (c) unpaid
Reimbursable Amounts, if any, as of the Termination Date
(collectively, the "Arrearages"). If termination is pursuant to
subsection (c) above, the payments under this subsection (f) will
be in complete fulfillment of the Company's obligations to
Executive under this Agreement. Otherwise, the Company shall be
obligated to make the additional payments required pursuant to this
Section 4 in addition to the Arrearages.
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5. Non-Competition Agreement.
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a. Executive absolutely and unconditionally covenants and agrees with
the Company that, from the period commencing on the date of this
Agreement and continuing for a period of (x) one and one-half years
following the end of his employment for any reason during the
Initial Term or (y) one year following the end of his employment
for any reason after the Initial Term (the "Noncompete Period"),
Executive will not, either directly or indirectly, solely or
jointly with any other person or persons, as an employee,
consultant, or advisor (whether or not engaged in business for
profit), or as an individual proprietor, partner, shareholder,
director, officer, joint venturer, investor, lender, or in any
other capacity, engage in a Competitive Business (as defined in
Exhibit A) (i) as conducted as of the date of execution of this
Agreement; (ii) as conducted during the term of this Agreement; or
(iii) as proposed to be conducted by the Company Group as of the
Termination Date (collectively, "Competition"). Notwithstanding the
foregoing, in the event Executive is terminated without Cause or
resigns for Good Reason, the Noncompete Period shall be six (6)
months.
b. If a court or arbitration panel concludes through appropriate
proceedings that the Executive has breached the covenant set forth
in this Section 5, the term of the covenant shall be extended for a
term equal to the period for which the Executive is determined to
have breached the covenant.
6. Covenant Not to Disclose. Executive agrees that, by virtue of the performance
of the normal duties of his position with the Company and by virtue of the
relationship of trust and confidence between the Executive and the Company, he
possesses certain data and knowledge of operations of the Company Group which
are proprietary in nature and confidential. The Executive covenants and agrees
that he will not, at any time, whether during the term of this Agreement or
otherwise, reveal, divulge or make known to any person (other than the Company
Group) or use for his own account, any confidential or proprietary record, data,
trade secret, pricing policy, bid amount, bid strategy, rate structure,
personnel policy, method or practice of obtaining or doing business by the
Company Group, or any other confidential or proprietary information whatsoever
(the "Confidential Information"), whether or not obtained with the knowledge and
permission of the Company and whether or not developed, devised or otherwise
created in whole or in part by the efforts of the Executive. The Executive
further covenants and agrees that he shall retain all such knowledge and
information which he shall acquire or develop respecting such Confidential
Information in trust for the sole benefit of the Company and its successors and
assigns. Executive shall not, without the prior written consent of the Company,
unless compelled pursuant to the order of a court or other governmental or legal
body having jurisdiction over such matter, communicate or divulge any such
Confidential Information to anyone other than the Company and those designated
by it. In the event Executive is compelled by order of a court or other
governmental or legal body to communicate or divulge any Confidential
Information to anyone other than the Company and those designated by it,
Executive shall promptly notify the Company of any such order and shall
cooperate fully with the Company (and the owner of such Confidential
Information) in protecting such information to the extent possible under
applicable law.
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7. Non-Interference Covenant. Executive covenants and agrees that he will not,
at any time, whether during the term of this Agreement or for (A) a
one-and-one-half-year period thereafter if Executive's employment terminates
during the Initial Term or (B) a one-year period thereafter if Executive's
employment terminates after the Initial Term, directly or indirectly, for
whatever reason, whether for his own account or for the account of any other
person, firm, company or other organization: (i) solicit for employment, employ,
or otherwise deal with in a manner which interferes with the Company Group's
relationship with any person or entity who is an employee, officer, director or
independent contractor of the Company Group at any time or who constitutes a
bona fide prospective employee, officer, trustee, director or independent
contractor of the Company Group, unless such person or entity shall no longer be
actively employed, or engaged by the Company Group and shall no longer
constitute a bona fide prospective employee, officer, director or independent
contractor of the Company Group; provided, however, Executive will not be deemed
to be in violation of this clause (i) if an employee of the Company Group is
hired by Executive's future employer provided that Executive did not otherwise
violate this provision; (ii) interfere in any manner with any of the Company
Group's contracts or relationships with any investor, customer, client or
supplier (of services or tangible or intangible property) of the Company Group,
or any person or entity who is a bona fide prospective, investor customer,
client or supplier of the Company Group; (iii) solicit or otherwise interfere
with any existing or proposed contract or relationship between the Company Group
and any other party or (iv) speak or write in any manner which is disparaging of
the Company Group, its business practices, employees, officers, trustees or
directors. Notwithstanding the foregoing, in the event Executive is terminated
without Cause or resigns for Good Reason, the applicable non-interference period
shall be six (6) months.
8. Business Materials and Property Disclosure. All written materials, records
and documents made by the Executive or coming into his possession concerning the
business or affairs of the Company Group shall be the sole property of the
Company Group and, upon termination of his employment with the Company, the
Executive shall deliver the same to the Company and shall retain no copies. The
Executive shall also return to the Company all other property in his possession
owned by the Company upon termination of his employment.
9. Breach by Executive. It is expressly understood, acknowledged and agreed by
the Executive that (i) the restrictions contained in Sections 5, 6, 7 and 8 of
this Agreement represent a reasonable and necessary protection of the legitimate
interests of the Company and that his failure to observe and comply with his
covenants and agreements in those Sections will cause irreparable harm to the
Company; (ii) it is and will continue to be difficult to ascertain the nature,
scope and extent of the harm; and (iii) a remedy at law for such failure by
Executive will be inadequate. Accordingly, it is the intention of the parties
that, in addition to any other rights and remedies which the Company may have in
the event of any breach of said Sections, the Company shall be entitled, and is
expressly and irrevocably authorized by Executive, to demand and obtain specific
performance, including without limitation temporary and permanent injunctive
relief, and all other appropriate equitable relief against Executive in order to
enforce against Executive, or in order to prevent any breach or any threatened
breach by Executive, of the covenants and agreements contained in those Sections
in any court of competent jurisdiction without the need to post any bond or
undertaking. If any restriction with regard to Competition
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is found by any court of competent jurisdiction, or an arbitrator, to be
unenforceable because it extends for too long a period of time or over too great
a range of activities, or in too broad a geographic area, it shall be
interpreted to extend over the maximum period of time, range of activities or
geographic area to which it may be enforceable and the Company shall have no
further obligations hereunder.
10. General Provisions.
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a. Except insofar as Executive may be subject to general policies
adopted by the Company from time to time, this Agreement contains
the entire agreement between the parties with respect to its
subject matter, and all prior other representations, warranties,
conditions or agreements relating to the subject matter of this
Agreement, whether or not reduced to writing in whole or part, are
hereby revoked, terminated and declared to be null and void,
including, but not limited to, the Amended and Restated Executive
Employment Agreement between the Executive, the Company and ARCap
Investors, L.L.C. dated as of January 1, 2004. The preceding
sentence notwithstanding, this Agreement is in furtherance of, and
does not affect or modify, any Deferred Compensation Plan in which
the Executive may participate or Executive's participation in any
benefit plan or program provided by the Company Group.
b. The waiver by any party of any breach or default of any provision
of this Agreement will not operate or be construed as a waiver of
any subsequent breach or default of the same or any other provision
of this Agreement. This Agreement may not be changed orally, but
only by an instrument in writing duly executed on behalf of the
party against which enforcement of any waiver, change,
modification, consent or discharge is sought.
c. This Agreement is binding upon and will inure to the benefit of the
Company and CharterMac, Executive and their respective successors,
assigns, heirs and legal representatives. Insofar as Executive is
concerned, this Agreement is personal and Executive's duties under
it may not be assigned or delegated. The Company may assign or
delegate its rights or obligations under this Agreement to any
successor owner of the Company's business, and, if ownership of the
Company's business is transferred or the Company is merged with or
consolidated into another entity, the Company will cause the
successor to assume all of the Company's obligations under this
Agreement.
d. The existence, terms, and conditions of this Agreement are and
shall be deemed to be fully confidential and shall not be disclosed
by Executive or the Company to any person or entity, except: (i) as
may be required by law; (ii) by Executive to his accountant to the
extent necessary to prepare his tax returns; (iii) by Executive to
his family and attorney; (iv) by the Company or any affiliate of
the Company to their attorneys and human resources personnel or to
any entity which shall have executed a confidentiality agreement
with the Company or any affiliate of the Company; and (v) by
Executive to any lender, condominium or cooperative
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board, or other entity or person that may require employment or other financial
information for bona fide reasons that are not competitive with the Company,
provided that the financial terms of this Agreement may not be disclosed to any
potential employer that is a competitor of the Company, and that Executive gives
each such person to whom disclosure is made notice of the confidentiality
provisions of this Agreement. Notwithstanding the foregoing Executive shall not
be prohibited from disclosing the general terms of his compensation to
prospective Employers.
e. The Company may withhold from any and all amounts payable to
Executive hereunder pursuant to such federal, state and local taxes
as may be required to be withheld pursuant to any applicable laws
or regulation. The Executive is solely responsible for the payment
of any tax liability (including any taxes and penalties arising
under Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code")) that Executive incurs as a result of any payments or
benefits that the Executive receives pursuant to this Agreement.
The Company shall not have any obligation to pay the Executive for
any such tax liabilities. Nevertheless, if the Company reasonably
determines that any payments or benefits pursuant to Section 4
above would cause the Executive to incur liability for additional
tax under Section 409A of the Code, then the Company (of its own
initiative or upon request of the Executive) may suspend such
payments or benefits until the end of the six-month period
immediately following termination of the Executive's employment
(the "409A Suspension Period"). As soon as reasonably practical
after the end of the 409A Suspension Period, the Company will make
a lump-sum payment to the Executive, in cash, in an amount equal to
any payments and benefits that the Company does not make on account
of the 409A Suspension Period. At the close of the 409A Suspension
Period, the Executive will receive any remaining payments and
benefits due pursuant to Section 4 in accordance with the terms of
that Section (as if there had not been any suspension beforehand).
Notwithstanding the foregoing, in the event that this Agreement or
any payment or benefit paid to the Executive hereunder is deemed to
be subject to Section 409A of the Code, Executive and the Company
agree to negotiate in good faith to adopt such amendments that are
necessary to comply with Section 409A of the Code or to exempt such
payments or benefits from Section 409A of the Code.
f. In the event that any dispute shall arise between Executive and the
Company relating to Executive's rights under this Agreement, the
Company shall pay to Executive all reasonable legal fees and
expenses incurred in connection with such dispute, if it is finally
determined by the arbitration referred to in Section 10(g) hereof
that Executive is the prevailing party in all or substantially all
material respects with respect to such dispute.
g. In the event of any dispute between the Company and Executive with
regard to this Agreement or his employment or termination thereof
with the Company, other than for injunctive relief pursuant to
Sections 5, 6, 7 and 8 hereof, such
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dispute shall be resolved pursuant to the rules of the American Arbitration
Association ("AAA") by arbitration conducted in New York City, New York. The
decision of the arbitrator or arbitrators shall be final and binding on the
parties hereto and may be entered in any court having jurisdiction. Each party
shall bear its own costs of arbitration and shall equally divide the charges of
the arbitrators and the AAA, except as provided in Section 10(f).
h. All notices hereunder shall be given in writing and shall be either
delivered personally, or sent by certified or registered mail,
return receipt requested, addressed to the other party at such
party's address on the books of the Company or at the Company's
executive offices (to the attention of the General Counsel), as the
case may be. Notices shall be deemed given when received, or two
(2) business days after mailing, whichever is earlier.
i. The parties have entered into this Agreement in the belief that its
provisions are valid, reasonable and enforceable. If any one or
more of the provisions shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision in this
Agreement, but this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained therein.
j. Executive acknowledges that the prohibitions and restrictions set
forth in this Agreement are reasonable and necessary for the
protection of the business of the Company, that the restrictions
and prohibitions here will not prevent him from earning a
livelihood after the termination of Executive's employment and that
part of the compensation paid and benefits provided to Executive
are in consideration for entering into this Agreement.
k. CharterMac hereby agrees that all obligations with respect to
compensation owed to Executive under this Agreement by the Company
shall be fully and unconditionally guaranteed by CharterMac and
CharterMac agrees to take such actions as are necessary to ensure
compliance with any provision hereof requiring action on the part
of CharterMac. CharterMac's obligations hereunder shall be binding
on its successors and assigns (including, without limitation, any
entity that succeeds to all or a substantial portion of
CharterMac's business or assets).
l. This Agreement is governed by, and is to be construed in accordance
with, the law of the State of New York without reference to the
conflicts of laws principles thereof.
[The next page is the signature page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement, ARCap
REIT, Inc. and CharterMac acting by their respective duly authorized officers,
effective as of the Effective Date.
ARCAP REIT, INC. EXECUTIVE:
By /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxx
---------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Chairman
CHARTERMAC
By /s/ Xxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer and President
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