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EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into on
and as of the 17th day of December, 1998, but effective for all purposes at the
"Effective Date" (defined below) between TARRAGON REALTY INVESTORS, INC., a
Nevada corporation ("TRII") which has its principal executive offices located at
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 and XXXXXXX X. XXXXXXXX,
an individual (herein called "Employee") whose office address is 000 Xxxx
Xxxxxx, Xxxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
W I T N E S S E T H:
WHEREAS, TRII is engaged in the business of investing in equity
interests in real estate and financing real estate and real estate related
activities through mortgage loans including first, wrap-around and junior
mortgage loans and has elected to be treated as a real estate investment trust
("REIT") but has from time to time in the past and may again in the future
engage in any and all aspects of the real estate business including acquisition,
development and construction (all collectively the "Real Estate Business");
WHEREAS, Employee has been the President and a director of
TRII since its inception;
WHEREAS, TRII is the ultimate successor-in-interest to Vinland Property
Trust ("Vinland") originally established July 18, 1973, which was incorporated
as a California corporation and merged into TRII on July 25, 1997;
WHEREAS, TRII and National Income Realty Trust are parties to that
certain Agreement and Plan of Merger dated June 5, 1998 (the "Merger Agreement")
which provides, subject to shareholder approval of each entity, for the
incorporation of NIRT as a California corporation and the merger of that
California corporation with and into TRII with TRII as the surviving entity;
WHEREAS, TRII, Tarragon Realty Advisors, Inc., a New York corporation
("TRA"), Employee and Xxxx Xxxxxxxx are all parties to that certain Stock
Purchase Agreement dated June 5, 1998 (the "Advisor Acquisition Agreement");
WHEREAS, the Merger Agreement has been approved by the respective
shareholders of TRII and NIRT, all conditions precedent in the Merger Agreement
have been satisfied, NIRT has been incorporated in the State of California under
the name National Income Realty Corporation and the Articles of Merger to
evidence the completion of the merger of NIRT or have been filed with the
Secretary of State of Nevada, all of which is a condition precedent to the
consummation of the Advisor Acquisition Agreement;
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WHEREAS, the entry into this Agreement between TRII and Employee on
terms mutually agreeable to TRII and Employee for a term of four years at a
salary of $300,000 per year is part of the consideration under the Advisor
Acquisition Agreement;
WHEREAS, TRII desires to employ Employee as a senior executive officer
and Employee is willing to accept such employment, all under the terms and
subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
promises and covenants contained herein, and other good and valuable
consideration, the receipt, sufficiency and adequacy of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Adoption of Recitals. The parties hereto do hereby adopt and confirm
the foregoing recitals in the same manner as if fully recopied herein for all
purposes.
2. Employment. TRII hereby employs Employee for the entire term of this
Agreement as set forth in Section 3 below to serve TRII in the capacity of Chief
Executive Officer and President of TRII, filling such other positions of
responsibility and description as the Board of Directors of TRII may from time
to time determine, and Employee hereby agrees to accept such employment and to
perform the services specified herein, upon the terms and conditions herein set
forth.
3. Term. The employment of Employee hereunder shall commence to be
effective on and as of November 24, 1998 (the "Effective Date") and shall
continue for an initial period of time of at least four (4) full calendar years
after the Effective Date expiring December 31, 2002 (the "Initial Period") and
thereafter this Agreement shall automatically renew and continue on a
year-to-year basis unless terminated by written notice from either party to this
Agreement to the other party hereto of non-renewal at least thirty (30) calendar
days prior to the expiration of the Initial Period or thirty (30) calendar days
prior to the termination of any subsequent annual extension of such period of
employment, unless otherwise previously terminated as set forth herein.
4. Compensation. In consideration of services to be
rendered by Employee during the term of this Agreement, TRII shall
compensate Employee as follows:
a. Base Compensation. While Employee is in the employ of TRII
under the provisions of this Agreement, TRII shall pay to Employee a
base compensation at the rate of $300,000 per annum during each year of
the Initial Period, payable no less frequently than 1/12th per month;
during each annual period after the Initial Period, TRII shall pay to
Employee a base
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compensation at the rate of $300,000 per annum, payable no less
frequently than 1/12th per month, or at such higher rate of base
compensation as may be set from time to time by the Board of Directors.
b. Bonus. Employee may receive, in addition to his
base compensation, such bonuses as may be deemed appropriate
by the Board of Directors of the Company, in their sole
discretion.
c. Other Benefits. During the term of this Agreement, TRII
will provide for Employee the following:
i. Health Insurance; Benefit Plans. TRII will allow
Employee to participate in any benefit plan of TRII or any of
its subsidiaries covering health/major medical insurance and
any self-funded retirement or "401-k" plan on the same basis
as any other senior executive officer of the Company.
ii. Other Insurance. TRII will provide life insurance
and disability insurance for Employee on the same basis or
pursuant to the same arrangements now or hereafter existing
for the benefit of senior executive officers of TRII and its
subsidiaries and Employee generally at any time during the
term of this Agreement.
iii. Vacation and Other Benefits. Employee shall be
entitled to participate in benefits generally extended from
time to time to senior executive officers of TRII and its
subsidiaries and reasonable vacations consistent with TRII and
its subsidiaries' policies.
5. Duties; Extent of Services. Employee shall devote substantially all
of his business time, attention and energy to TRII and its subsidiaries and
shall not, during the term of employment, be actively engaged in any competitive
managerial or employment capacity in any other business activity for gain,
profit or other pecuniary advantage; provided, however, that the foregoing does
not prohibit Employee from making investments that do not materially interfere
with the performance of his duties for TRII and its subsidiaries and, provided,
further, that TRII recognizes that Employee has certain other business interests
in real estate which may require some devotion of time by Employee. Within such
parameters, Employee shall serve TRII and its subsidiaries in such responsible
capacities as the Board of Directors or other senior executive officers of TRII
may, from time to time, determine and in such capacities shall serve TRII and
its subsidiaries faithfully and to the best of his ability discharge the duties
undertaken by him hereunder under the direction of the Board of Directors and
other senior executive officers of TRII, subject at all times to the discretion
and control of the Board of Directors of TRII.
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Employee, who presently is an elected member of the Board of Directors, shall
also perform the duties of a director and/or member of any committee of
directors of TRII to which Employee is elected of selected. Employ agrees that
he shall not, during the term of this Agreement, whether as an employee,
director, officer, shareholder, owner, partner or otherwise, directly or
indirectly, engage in any business or businesses competitive to that conducted
by TRII or any of its subsidiaries or affiliates. Nothing herein contained shall
prevent Employee from owning or dealing in stocks or interests of any entity
actively traded on a recognized exchange which may be so competitive (without
participating in the management or control of such entity), provided that
Employee's holdings shall not at any time exceed five percent (5%) of the
outstanding equity voting securities of such entity. Employee may from time to
time request permission of the Board of Directors of TRII to engage in other
business activities (which may include service as a director of other entities)
which do not interfere with or prevent his faithful performance of the
responsibilities assigned to him by the Board of Directors or other senior
executive officers of TRII. Any such permission granted must be in writing to
become effective and be pursuant to and approved at a duly constituted meeting
of the Board of Directors. Notwithstanding the foregoing or anything else to the
contrary contained herein, it is recognized that Employee is an equity owner of
and/or directly involved with businesses and entities listed and described on
Exhibit "1" annexed hereto (all of which are collectively sometimes referred to
herein as the "Xxxxxxxx Entities"). The continuation of Employee's ownership
and/or involvement with the Xxxxxxxx Entities, including Employee's active
participation in the respective operations of the Xxxxxxxx Entities, shall not
be deemed to be a conflict with, or breach or violation of this Agreement or to
create, by itself, any right of termination or cancellation of this Agreement.
6. Termination. Employee's employment hereunder may be terminated at
any time during the term of this Agreement, but only on the terms and conditions
set forth below, provided, however, that notwithstanding such termination or any
other provision of this Agreement, the provisions of Sections 8, 9, 10 and 11
shall survive the term and termination of this Agreement and Employee and TRII
shall continue to be bound thereby:
a. Mutual Agreement. Employee's employment hereunder
may be terminated at any time by mutual agreement on terms to
be negotiated and reduced to writing at the time of such
termination.
b. Death. Employee's employment hereunder and this
Agreement shall terminate automatically upon the death of
Employee.
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c. Disability. Employee's employment hereunder shall terminate
and this Agreement shall terminate automatically upon the total
disability of Employee. For purposes of this Agreement "total
disability" shall be deemed to have occurred if in the sole judgment of
TRII, acting in good faith by a vote of at least 80% in number of the
members of the Board of Directors, Employee shall have been unable to
perform the duties of employment due to mental or physical incapacity
for a period of 90 consecutive calendar days.
d. Cause. TRII may terminate Employee for "Cause." For
purposes of this Agreement, the term "Cause" shall be deemed to be
conduct by Employee constituting " mismanagement" (defined below),
willful misconduct or fraud during the term of this Agreement directly
involving TRII and the determination made in good faith by a vote of at
least 50% in number of the members of the Board of Directors of TRII or
the occurrence of events which, in the determination made in good faith
by a vote of at least 50% in number of the members of the Board of
Directors of TRII render Employee unable to devote full time and
undivided attention to his duties under this Agreement (other than
death, disability or illness). The term "gross mis-management" shall be
and mean (i) that Employee shall be convicted of, or shall admit in
writing or publicly, to a crime involving the business or property of
TRII or any of its subsidiaries, (ii) the absence other than by reason
of illness, injury or vacation from his duties without the consent of
TRII for more than thirty (30) consecutive days, (iii) the negligence
by Employee in the performance of his duties under this Agreement or
otherwise wilfully failing to comply with the terms and conditions of
this Agreement, or (iv) the engagement by Employee in any activity that
would, in the reasonable opinion of at least 50% of the members of the
Board of Directors of TRII, constitute a direct conflict of interest
with TRII and/or its business, except for matters involving the
Xxxxxxxx Entities. In the event of any such termination for Cause of
Employee's employment hereunder, such termination shall not affect any
of TRII's or Employee's other rights and/or remedies and any such
termination for Cause may be made by TRII upon notification to the
Employee in writing of the occurrence of any of the events specified in
this paragraph within fifteen (15) calendar days prior to such
termination.
e. Requested Resignation. The employment of Employee
will be terminated in the event of Employee's termination
without Cause by 80% in number of the members of the Board of
Directors of TRII.
f. Employee's Voluntary Resignation. The employment of
Employee will be terminated in the event of Employee's
voluntary written resignation from employment.
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7. Effects of Termination. Upon severance or termination of employment
of Employee for any reason and without regard to any attribution of fault to any
person, Employee shall, upon such severance or termination:
a. return to TRII and its subsidiaries all items of property
owned or leased by TRII and its subsidiaries in Employee's possession
including, without limitation, all credit cards, cash advances, work
papers, computer programs or tapes, computers, customer lists, keys to
facilities, vehicles or other items of transportation; and
b. have such other rights to which Employee may be entitled
under the provisions of this Agreement.
Notwithstanding any subpart of this Section 7, upon severance or termination of
employment, Employee will make himself available, when reasonably requested, for
testimony in any lawsuit or administrative proceeding that may be brought
against TRII and/or its subsidiaries after severance or termination of his
employment. In the event Employee is called upon to render such services, TRII
agrees to reasonably compensate Employee for such services.
8. Compensation upon Termination. If the employment of Employee under
this Agreement is terminated pursuant to the provisions of paragraph (a) under
Section 6 above, the terms of the negotiated mutual settlement shall encompass
and provide for compensation to be paid to Employee and no further compensation
will be payable to Employee except as specifically provided therein. In the
event of the termination of this Agreement by reason of paragraph (b) of Section
6 above, this Agreement shall terminate and no further compensation shall be
paid to Employee other than the base compensation accrued through the date of
termination, provided, however, that Employee's estate, heirs and beneficiaries,
as applicable, shall be entitled to receive the greater of (i) on a monthly
basis from TRII a payment equivalent to the greater of $25,000 per month for the
balance of the term of this Agreement through the Initial Period or, if an
annual renewal thereof, through the end of the then current calendar year, which
is the compensation which would have been payable to Employee (except for his
death) or one-twelfth of the monthly payment most recently approved by the
Board, and (ii) such other benefits specifically provided to them or Employee
under any benefit plan then in effect involving the Employee. In the event of
termination of this Agreement by reason of paragraphs (c), (d), (e) or (f) under
Section 6 above, Employee shall receive on a monthly basis from TRII a payment
of $25,000 per month or the greater of (x) the remaining number of months in the
Initial Period or, if such Initial Period has passed, then the then annual
renewal of this Agreement ending on December 31 of the calendar year of such
year, or (y) an equivalent number of months covered by Section 10 below which
are observed by Employee, not to exceed 36 calendar months.
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9. Disclosure of Information. The Employee hereby acknowledges that he
has had and will continue to have access to certain trade secrets and
confidential information of TRII and its subsidiaries and affiliates (all
collectively the "Entities") and that such information constitutes the valuable,
special and unique property of the Entities. Employee will not, during or after
the term of employment hereunder, disclose any such trade secrets or
confidential information to any person or entity for any reason or purpose
whatsoever, except as may be required by law.
10. Restrictive Covenant; Agreement Not to Compete. Employee and TRII
agree that the covenants, agreements and restrictions contained herein are
necessary to protect the business good will, business interests and proprietary
rights of TRII and that the parties to this Agreement have independently
discussed, reviewed and had the opportunity of legal counsel to consider this
Agreement and have stipulated that the covenant contained in this Section 10 is
an integral part of an enforceable agreement, specifically the Agreement, and
the covenants contained herein were made at the same time that the Agreement was
consummated by the parties hereto, that the covenants contained herein are fair
and reasonable in (i) geographical area, (ii) length of time, and (iii) scope of
activity being restrained. Employee expressly agrees that while this Agreement
is in effect, and following the termination of employment with TRII pursuant to
Section 6 above, Employee agrees that for a period of three calendar years
following the date of termination, Employee shall not, except as provided below,
"engage," directly or indirectly, in a "Competing Business." For purposes of the
foregoing sentence, the term "engage" shall mean and include activities that
directly further the business of any business enterprise (regardless of whether
it is a corporation, partnership, sole proprietorship, limited liability or
other business association entity) which constitutes a "Competing Business"
whether Employee serves as a principal, owner, director, consultant, stockholder
or employee of any such business enterprise. "Competing Business" shall mean a
business enterprise regardless of how constituted as a sole proprietorship,
corporation, limited liability company, general or limited partnership or
otherwise which is engaged in the business of investing in equity interests in
real estate and financing real estate and real estate related activities through
mortgage loans including first, wrap-around and junior mortgage loans in the
geographical areas or states where TRII is actively engaged in such business
during the period covered by this Agreement or at the termination hereof, as
applicable. For the purposes of this Agreement, the term "Person" means any
individual, corporation, partnership, unincorporated association, firm, trust,
joint stock company, joint venture or other entity of whatever nature. For the
purposes of this Agreement, the term "affiliate" means, with respect to any
Person, any Person that directly or indirectly controls, or is controlled by or
is under common control with, such designated Person and, without limiting the
generality of the
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foregoing, shall include any Person who, directly or indirectly, is the legal or
beneficial owner of or controls 10% or more of any class of equity securities of
the designated Person. For the purpose of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise. Notwithstanding the foregoing, Employee shall not be
deemed to be engaged in a Competing Business solely by reason of:
a. ownership of an economic interest in a Competing Business
on the Effective Date of this Agreement or continuing to hold such
interest after the date of this Agreement or receipt of any payments in
respect of such economic interest; or
b. continuing or becoming, after termination of this
Agreement, an officer, director, consultant or employee of any of the
Xxxxxxxx Entities or performing services or duties after termination of
this Agreement requested by any of the Xxxxxxxx Entities (other than,
in each instance specified in this paragraph, those which require
Employee to render assistance to a Competing Business that furthers its
competitive position in the areas specified in the definition of
"Competing Business"); or
c. beneficial ownership as an investment, acquired after the
date of this Agreement, of not more than 5% of the equity securities of
any entity that constitutes a "Competing Business" if such entity is
subject to the reporting requirements imposed by Sections 13 or 15 of
the Securities Exchange Act of 1934, as amended.
It is intended that the restrictions set forth in this section shall not be held
invalid or unenforceable because of the scope of the territory or actions
subject thereto or restricted thereby for the period of time within which such
restriction is operative, but any judgment of any court of competent
jurisdiction may redefine or further limit the territory included in the
definition of "Competing Business," increase the exceptions set forth in the
immediately preceding paragraph and/or reduce the period of time during which
such restriction is enforceable.
11. Agreement Not to Solicit Employees. Following termination of
employment with TRII hereunder, Employee agrees that for a period of one (1)
calendar year, Employee will not, either alone or on behalf of any business
engaged in a "Competing Business" solicit or induce, or in any manner attempt to
solicit or induce, any person employed by, or an agent of, TRII or its
affiliates to terminate his or her contract of employment or agency (including
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those employees at will), as the case may be, with TRII or one of its affiliates
(other than Employee's secretary or direct assistant).
12. Injunctive Relief; Independent Covenants. The covenants contained
in Sections 8, 9, 10 and 11 are independent and separate and, in the event any
provision contained in this Agreement is declared invalid or illegal, the other
provisions shall not be affected or impaired thereby and shall remain valid and
enforceable. In the event of a breach or threatened breach by Employee of any of
Sections 9, 10 or 11 of this Agreement, TRII shall be entitled to an injunction
to prevent irreparable injury to TRII or any of its affiliates. In the event of
a breach by TRII of Section 8 of this Agreement, the Employee shall be entitled
to an injunction to prevent irreparable injury to the Employee. Nothing herein
contained shall be construed as prohibiting any of TRII or any affiliate or the
Employee from pursuing any other remedies available to them for such breach or
threatened breach, including recovery of damages.
13. Right of First Refusal. While Employee is in the employ of TRII
under the provisions of this Agreement, regardless of whether any such duty or
obligation might exist absent this Agreement, Employee shall provide to TRII the
right to first acquire or engage in (and Employee shall refrain from acting with
respect to, until the expiration of ten calendar days following the date of
written notice to TRII by Employee of such opportunity) any opportunity relating
to any aspect of the real estate business received by Employee in any manner
from any source, in a manner which might directly or indirectly confer a benefit
of any kind upon Employee or the Xxxxxxxx Entities in all instances where such
knowledge, information or opportunity is received in the first instance by
Employee (i) from his activities on behalf of TRII or its Subsidiaries, or (ii)
while Employee is directly and exclusively engaged in performing his duties as a
director or officer of TRII in TRII's business and is received as a direct
result of such activities, or (iii) in a written communication the express terms
of which evidence that it is intended to be received, and it was in fact
intended to be received, only by an officer or director of TRII in that
capacity, unless otherwise approved by a majority of the disinterested members
of the Board of Directors of TRII. The Employee also hereby agrees to apprise
TRII in writing of such opportunities in the real estate business and to impart
to TRII such knowledge, information, advice, and expertise relating to possible
opportunities in the real estate business as he may receive after the date of
this Agreement. In the event TRII fails to notify Employee of its election to
exercise any such right of first refusal within ten (10) calendar days following
receipt of such notice, TRII shall be deemed to have elected not to exercise
such right of first refusal. The right of first refusal contained herein shall
remain in full force and effect throughout the term of this Agreement except
with respect to those real estate
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opportunities for which TRII has elected not to exercise such right of first
refusal. In the event that TRII ever elects not to exercise its right of first
refusal and the real estate opportunity is then available to Employee, Employee
may take up such opportunity on such basis as he deems appropriate without
further obligation to TRII, so long as such real estate opportunity does not
interfere with the covenant of Employee in Section 5 above to devote
substantially all of his business time, attention and energy to TRII and its
subsidiaries.
14. Management of Real Estate Assets. During the term of this
Agreement, Employee will utilize his best lawful efforts to transfer to TRII
and/or its subsidiaries the right and opportunity to manage any real estate
assets now or hereafter controlled by Employee or his family which are of a type
and in a location where TRII is then managing one or more similar properties on
terms mutually acceptable to Employee and TRII.
15. Notices. Any notice or other communication required or permitted to
be given by this Agreement or any other document or instrument referred to
herein or executed in connection herewith must be given in writing (which may be
by telecopy, followed by mail or personal delivery) and must be personally
delivered or mailed by prepaid, certified or registered mail, to the party to
whom such notice or communication is directed, at the address of such party set
forth opposite his or its name on the signature page to this Agreement. Subject
to the other provisions of this Agreement, any party may change its address (or
re-designate the person to whom such notice shall be delivered) for purposes of
this Agreement by giving notice of such change to the other party pursuant to
this section. In all instances, any notice or other communication required or
permitted to be given by this Agreement shall only be effective upon actual
receipt thereof by the person intended to receive same.
16. Modification or Waiver. This Agreement may be amended, modified or
superseded and any of the terms, covenants, representations, warranties or
conditions herein may be waived, but only by a written instrument executed by
the parties hereto. No waiver of any nature, in any one or more instance, shall
be deemed to be or be construed as a further or continued waiver of any
condition or any breach of any other term, covenant, representation or warranty
in this Agreement. This Agreement and each provision hereof may not be waived,
altered, amended or modified, except in writing, duly executed by the parties
hereto. No failure to exercise and no delay in exercising, any right or power
hereunder shall operate as a waiver thereof.
17. Benefit. This Agreement shall inure to the benefit of and be
binding upon Employee, his heirs and personal repre sentatives and TRII, its
successors and assigns. Neither this Agreement nor the rights and obligations
created hereunder may be
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assigned by either party without the prior written consent of the
other party.
18. Further Cooperation. To the extent that either TRII's or Employee's
further approval or other action is deemed necessary or desirable by the other
party in order to effectuate the terms and conditions of this Agreement and the
matters set forth herein, the parties hereby agree to execute all reasonable
documents and take all actions reasonably requested by the other party to
effectuate the terms and conditions of this Agreement.
19. Governing Law and Enforcement. This Agreement shall be construed
and enforced in accordance with and governed by the laws of the State of Texas,
the state in which it was negotiated, executed and delivered, without regard to
any principals of law involving conflicts of laws. Should any clause, sentence,
section or paragraph of this Agreement be judicially or administratively
declared to be invalid, unenforceable or void under the laws of the State of
Texas or the United States of America, or any agency or subdivision thereof,
such decision shall not have the effect of invalidating or voiding the remainder
of this Agreement and the parties hereto agree that the part or parts of this
Agreement so held to be invalid, unenforceable or void shall be deemed to have
been deleted here from and the remainder shall have the same force and effect as
if such part or parts had never been included herein. In the event any party
hereto shall fail to perform any of its obligations under this Agreement, such
party hereby agrees to pay all reasonable expenses, including reasonable
attorneys' fees, which may be incurred by any party hereto which is successful
in enforcing this Agreement.
20. Entire Agreement; Counterparts. This Agreement and the agreements
referred to herein constitute the entire agreement between the parties hereto
concerning the subject matter hereof, and supersedes all prior memoranda,
correspondence, conversations, and agreements. This Agreement may be executed
in several identical counterparts that together shall constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
Address for Notices: TARRAGON REALTY INVESTORS, INC.
0000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
(000) 000-0000 By: /s/ Xxxxxxx Xxxxxxxxx
(000) 000-0000 (FAX) ---------------------------------
Xxxxxxx Xxxxxxxxx,
Executive Vice President,
Corporate Counsel and
Secretary
000 Xxxx Xxxxxx, EMPLOYEE
Xxxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
(000) 000-0000 (FAX) /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx
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EXHIBIT "1"
List and Description of Xxxxxxxx Entities
Beachwold Partners, L.P., a Texas limited partnership.
FEI 75-25682952
Tarragon Capital Corporation, a Texas corporation.
FEI 00-0000000
Tarragon Partners, Ltd., a Texas limited partnership.
FEI 00-0000000
Tarragon Investment partners, L.P., a Texas limited
partnership. FEI
---------------
CAI Plaza Associates, L.P., a Florida limited partnership.
FEI
---------------
Crossroads LLC, a New Mexico limited liability company. FEI
---------------
Galaxy Associates, a Texas partnership. FEI
---------------
Linbar Associates, a Tennessee limited partnership. FEI
---------------
Gaslight Associates, L.P., an Alabama limited partnership FEI
---------------
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