<PAGE>
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________ to _________
------------------------------------
Commission File Number 1-14373
INSIGNIA FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 56-2084290
(State of Incorporation) (I.R.S. Employer Identification No.)
200 PARK AVENUE, NEW YORK, NEW YORK 10166
(Address of Principal Executive Offices) (Zip Code)
(212) 984-8033
(Registrant's Telephone Number, Including Area Code)
------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, Par Value $0.01 Per Share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. { }
At April 15, 2000, there were 21,046,545 shares of Common Stock outstanding.
- --------------------------------------------------------------------------------
<PAGE>
The Annual Report on Form 10-K for the year ended December 31, 1999, as
filed on March 29, 2000 (the "Form 10-K"), of Insignia Financial Group, Inc.
("Insignia" or the "Company"), is hereby amended to include the following items.
Capitalized terms that are not defined herein have the same meanings ascribed
thereto in the Form 10-K.
Part III
--------
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
The following provides information about each Director of the Company as of
April 15, 2000, including data on the business backgrounds, and the names of
public companies and other selected entities for which they also serve as
directors. The Certificate of Incorporation of the Company divides the Board of
Directors into three classes, with such classes being as nearly equal in number
as the total number of directors constituting the entire Board of Directors
permits. The terms of office of the respective classes expire in successive
years.
DIRECTORS ELECTED TO TERMS EXPIRING 2000
ROBIN L. FARKAS
Robin L. Farkas, 66, has been a director of Insignia since its inception in
May 1998. Mr. Farkas is currently a self-employed private investor. From March
1994 to March 1995, Mr. Farkas was director of the Dormitory Authority of the
State of New York and from 1984 until 1993 Mr. Farkas was the Chairman of the
Board and Chief Executive Officer of Alexander's Inc., a real estate company. He
is also a director of REFAC Technology, a company engaged in the licensing of
intellectual property rights and product design and development, a director of
Noodle Kiddoodle, Inc., a retailer of children's educational toys, and Chairman
and a director of Indian Venture LLC, a venture capital firm investing in India.
Mr. Farkas is the father of Andrew L. Farkas.
ROBERT J. DENISON
Robert J. Denison, 59, has been a director of Insignia since its inception
in May 1998. Mr. Denison has been General Partner of First Security Company II,
L.P., an investment advisory firm, for more than the past five years.
H. STRAUSS ZELNICK
H. Strauss Zelnick, 42, has been a director of Insignia since August 1998.
Mr. Zelnick has been President and Chief Executive Officer of BMG Entertainment,
a division of Bertelsmann AG, since July 1998. Mr. Zelnick was President and
Chief Executive Officer of BMG Entertainment North America, a division of BMG
Entertainment, from January 1995 to June 1998. Prior to joining BMG
Entertainment, Mr. Zelnick was President and Chief Executive Officer of Crystal
Dynamics, a supplier of video game software, from 1993 to 1994. Mr. Zelnick is a
director of On2.com, a provider of broadband content delivery over the Internet,
and of UGO Networks, an Internet-based entertainment company.
DIRECTORS ELECTED TO TERMS EXPIRING 2001
ANDREW L. FARKAS
Andrew L. Farkas, 39, has been a director and Chairman of Insignia since
its inception in May 1998 and Chief Executive Officer of Insignia since August
1998. Mr. Farkas served as Chairman and Chief Executive Officer of Former Parent
from January 1991 until October 1998 when Former Parent merged into AIMCO, and
as Former Parent's President from May 1995 until October 1998, and a director of
Former Parent from its inception in August 1990 until October 1998. He served as
Chief Executive Officer of Insignia Properties Trust (a subsidiary of Former
Parent) ("IPT") from December 1996 until September 1998 and Chairman of its
Board of Trustees from December 1996 until February 1999, when IPT merged into
AIMCO.
<PAGE>
STEPHEN B. SIEGEL
Stephen B. Siegel, 55, has been a director of Insignia since its inception
in May 1998 and President of Insignia since August 1998. Mr. Siegel also serves
as Chairman (since September 1998) and Chief Executive Officer of Insignia/ESG,
Inc. ("Insignia/ESG"), a subsidiary of Insignia which was a subsidiary of Former
Parent (since July 1996). Mr. Siegel served as President of Edward S. Gordon
Company, Incorporated (now Insignia/ESG) from June 1992 until May 1998. Mr.
Siegel is a director of Liberty Property Trust, a real estate investment trust,
and a director of Tower Realty Trust, Inc., a real estate investment trust.
DIRECTORS ELECTED TO TERMS EXPIRING 2002
ANDREW J.M. HUNTLEY
Andrew J.M. Huntley, 61, has been a director and member of the Office of
the Chairman of Insignia since its inception in May 1998. Mr. Huntley also
serves as Chairman of Insignia Richard Ellis ("IRE"), a subsidiary of Insignia.
Since May 1993, Mr. Huntley has been the Chairman of Richard Ellis Group Limited
("REGL") (and its predecessor entity), a position he continued to hold following
Insignia's acquisition of REGL and the acquisition by REGL of St. Quintin
Holdings Limited (forming IRE). Mr. Huntley has an employment agreement with
Insignia pursuant to which Insignia has agreed to use its best endeavors to
nominate Mr. Huntley as a director of Insignia.
ROBERT G. KOEN
Robert G. Koen, 53, has been a director of Insignia since its inception in
May 1998. Since February 1996, Mr. Koen has been a partner in the law firm of
Akin, Gump, Strauss, Hauer & Feld, LLP, which represents Insignia or certain of
its affiliates from time to time. From January 1991 to February 1996, Mr. Koen
was a partner in the law firm of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who beneficially own more than 10% of the
Company's outstanding Common Stock to file with the Commission initial reports
of ownership and reports of changes in ownership of its Common Stock. Based
solely upon a review of Forms 3, 4 and 5 (and amendments thereto) furnished to
the Company with respect to fiscal 1999, the Company is not aware of any person
who was a director, executive officer or beneficial owner of more than 10% of
its outstanding Common Stock, during (or with respect to) the prior fiscal year,
who failed to file with the Securities and Exchange Commission on a timely basis
reports required by Section 16 (a) of the Exchange Act of 1934, except that the
following persons reported changes in their beneficial ownership of the
Company's Common Stock with respect to the following transactions in year-end
filings on Form 5 rather than earlier in the year:
(i) In connection with the distribution of shares of Common Stock of
Insignia by Metropolitan Acquisition Partners V, L.P. to its
partners in December 1998, Mr. Andrew L. Farkas, on April 28, 1999,
transferred such shares to three executive officers of Insignia in
satisfaction of a personal obligation of Mr. Farkas created in 1995.
(ii) James A. Aston, Chief Financial Officer of Insignia, received a
liquidating distribution from U.S. Shelter Corporation of shares
of the Company's Common Stock on October 20, 1999.
<PAGE>
Item 11. Executive Compensation
- -------------------------------
EXECUTIVE SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
for the fiscal year ended December 31, 1999 (Insignia's second fiscal year ended
following the Spin-Off) of the Company's Chief Executive Officer and the four
other most highly compensated executive officers (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
--------------------------- ------ ----- ------------
<S> <C> <C> <C> <C> <C>
Andrew L. Farkas 1999 $ 750,000 $ 1,765,000 $ -- (3)
Chaiman of the Board of Directors 1998 750,000 1,500,000 134,308 (5)
and Chief Executive Officer
Stephen B. Siegel..... 1999 1,000,000 1,300,000 1,671,706 (8)(3)
Director and President; Chairman and 1998 1,000,000 1,800,000 1,572,212 (8)(3)
Chief Executive Officer of Insignia/ESG, Inc.
Frank M. Garrison..... 1999 450,000 200,000 -- (3)
Office of the Chairman; 1998 400,000 525,000 -- (3)
President of Insignia Financial Services, Inc.
Edward S. Gordon...... 1999 1,000,000 1,275,000 280,752 (10)(3)
Office of the Chairman 1998 1,000,000 1,261,067 346,577 (10)(3)
Ronald Uretta......... 1999 500,000 200,000 -- (3)
Chief Operating Officer and Treasurer; 1998 500,000 525,000 -- (3)
President of Insignia/ESG, Inc. and
President of Insignia Residential Group, Inc.
<CAPTION>
LONG-TERM
COMPENSATION
----------------------
AWARDS(1)
----------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION AWARDS ($) OPTIONS(#) COMPENSATION(2)
--------------------------- ---------- ---------- ---------------
<S> <C> <C>
Andrew L. Farkas -- $ 277,680 (4)
Chaiman of the Board of Directors 50,000 (6) 5,049,000 (7)
and Chief Executive Officer
Stephen B. Siegel..... -- 259,241 (4)
Director and President; Chairman and 100,000 (6) --
Chief Executive Officer of Insignia/ESG, Inc.
Frank M. Garrison..... -- 582,586 (4)
Office of the Chairman; 50,000 (6) 1,800,680 (9)
President of Insignia Financial Services, Inc.
Edward S. Gordon...... -- --
Office of the Chairman 250,000 (6) --
Ronald Uretta......... -- 509,458 (4)
Chief Operating Officer and Treasurer; 50,000 (6) 1,800,680 (9)
President of of Insignia/ESG, Inc. and
President of Insignia Residential Group, Inc.
</TABLE>
- ----------------
(1) Grants of options to purchase Common Stock listed herein exclude options to
purchase shares of Class A common stock of Former Parent which were assumed
by Insignia in connection with the Spin-Off.
(2) Excludes payments made by Former Parent in connection with the Spin-Off to
retire options and warrants to purchase shares of Class A common stock of
Former Parent at a price equal to the difference between the exercise price
per share for such options and warrants and $25.
(3) Total perquisites did not exceed $50,000.
(4) Includes the aggregate value at the grant date of incentive awards
consisting of interests in limited partnerships, limited liability
companies, and a private real estate investment trust. Also includes in
fiscal 1999, cash payments received by each of the Named Executive Officers
in connection with dispositions of, and distributions with respect to,
incentive award interests in limited partnerships and certain debt
instruments granted prior to fiscal 1999 as follows: (a) Andrew L. Farkas:
$264,580; (b) Stephen B. Siegel: $243,141; (c) Frank M. Garrison: $529,838;
and (d) Ronald Uretta: $499,958.
(5) Represents perquisites for fiscal 1998 totaling $134,308, including $84,141
for personal tax return preparation.
(6) Granted on September 21, 1998 in connection with the consummation of the
Spin-Off.
(7) Represents a one-time bonus paid upon consummation of the Merger pursuant
to the terms of Mr. Farkas' employment agreement with Insignia in effect in
1998.
<PAGE>
(8) With respect to fiscal 1999, includes (i) $1,096,256 in commissions and
advances on commissions paid pursuant to Mr. Siegel's employment agreement
with Insignia (ii) and forgiveness of principal (in the amount of $500,000)
and interest (in the amount of approximately $75,450) on loans from
Insignia to Mr. Siegel (see "Certain Relations and Related Transactions").
With respect to fiscal 1998, represents (i) commissions and advances on
commissions paid pursuant to Mr. Siegel's employment agreement with
Insignia and Former Parent and (ii) forgiveness of principal (in the amount
of approximately $222,222) and interest (in the amount of approximately
$51,500) on a $1,000,000 loan from Insignia to Mr. Siegel pursuant to the
terms of Mr. Siegel's employment agreement with Insignia. No attempt has
been made to pro rate commissions based on the period before the Spin-Off
and the period after the Spin-Off.
(9) Represents (i) a one-time bonus of $1,262,250 paid upon consummation of the
Merger pursuant to his employment agreement with Insignia, and (ii) a
one-time incentive payment of $538,430 resulting from a profit interest in
an asset acquired by Insignia.
(10) Represents commissions and advances on commissions paid pursuant to Mr.
Gordon's employment agreement with Insignia.
OPTION GRANTS DURING FISCAL 1999
Insignia did not grant any options to the Named Executive Officers in
fiscal 1999.
OPTION EXERCISES AND VALUES FOR FISCAL 1999
The following table provides information concerning options exercised in
fiscal 1999 by the Named Executive Officers and the value of such officers'
unexercised options at December 31, 1999.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Shares Acquired Value Number of Securities In-The-Money
Name On Exercise(#) Realized ($) Underlying Unexercised Options at
---- -------------- ------------ Options at Fiscal Year-End(#) Fiscal Year-End($)
----------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andrew L. Farkas -- -- 10,000 40,000 -- --
Stephen B. Siegel -- -- 125,710 258,380 -- --
Frank M. Garrison -- -- 10,000 40,000 -- --
Edward S. Gordon -- -- 150,000 100,000 -- --
Ronald Uretta -- -- 10,000 40,000 -- --
</TABLE>
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are also officers of the Company do not receive any fee or
remuneration for services as members of the Insignia Board. During fiscal 1999,
each of Insignia's directors who is not an employee of Insignia received a fee
of $25,000 per year for serving as a director, which fee has been increased to
$50,000 per year for fiscal 2000. Each director who is not a full-time employee
of Insignia is eligible to participate in the Insignia's 1998 Stock Incentive
Plan, which provides for each non-employee director to receive at the time of
his initial election an option to purchase 20,000 shares of Common Stock, a
portion of which is exercisable the year after the grant, and to receive an
additional option each year thereafter to purchase 2,000 shares, in each case,
at the then fair market value of the Common Stock. In January 2000, each
director who is not an employee of Insignia received from Insignia (i) a warrant
to purchase 25,000 shares of Common Stock at the then fair market value of the
Common Stock, and (ii) an Equity Grant (as defined below) of a 0.25% interest in
Insignia's aggregate equity interests in all New Operating Entities (as defined
below) and New Investment Entities (as defined below) (see "Compensation
Relating to Insignia's Investment in Internet Initiatives" below for a
description of the Equity Grant program).
EMPLOYMENT AGREEMENTS
Following is a description of employment agreements between Insignia and
each the Named Executives Officers.
Andrew L. Farkas
Andrew L. Farkas is employed by Insignia pursuant to an employment
agreement (the "Farkas Employment Agreement") which provides for him to serve as
Chairman of the Board of Directors and Chief Executive Officer of Insignia until
September 21, 2001 (the "Expiration Date"), or such earlier date as provided
therein. The Farkas Employment Agreement is currently under review and in the
process of being amended. The Farkas Employment Agreement provides that Mr.
Farkas receive an annual salary of $750,000 (the "Base Salary"), subject to
such discretionary increases as may be determined by Insignia's Board of
Directors (the "Insignia Board") and a bonus to be determined annually by the
Insignia Board. Mr. Farkas also is entitled to certain perquisites. Mr. Farkas
has agreed that for one year after the termination of the Farkas Employment
Agreement, he will not solicit business from any of Insignia's customers or
clients with whom he has had "material contact" (as defined in the Farkas
Employment Agreement) during the twelve month period preceding the date of
cessation of his employment with Insignia, and he will neither solicit employees
of Insignia to work for any direct competitor of Insignia nor purchase any
limited partner units of partnerships controlled directly or indirectly by
Insignia for two years after the termination of the Farkas Employment Agreement.
Mr. Farkas' employment will be terminated in the event that Mr. Farkas is
disabled during his employment with Insignia, whereupon Insignia will pay 75% of
his Base Salary for a period of time equal to twice the remaining term under the
Farkas Employment Agreement immediately prior to his termination (but not less
than four years). If Mr. Farkas dies during the term of the Farkas Employment
Agreement, Insignia will pay to his estate his Base Salary through the
Expiration Date. If Mr. Farkas is terminated without cause and such termination
is not in connection with a Significant Transaction (as defined below), Insignia
will pay his Base Salary through the Expiration Date. In addition, if Mr. Farkas
dies, is disabled or is terminated without cause during the term of the Farkas
Employment Agreement, Insignia will continue to pay all perquisites to which Mr.
Farkas is entitled and will pay all bonuses to be paid upon the occurrence of a
Significant Transaction (as defined below) or a Material Asset Disposition
<PAGE>
(as defined below), to Mr. Farkas or his estate if the Significant Transaction
or the Material Asset Disposition giving rise to such payment occurs, or a
definitive agreement regarding such event has been executed, before or within
180 days after his death or disability or, in the case of a termination without
cause, on or before the Expiration Date.
The Farkas Employment Agreement provides that upon the occurrence of any
one of several events or transactions involving Insignia set forth in the Farkas
Employment Agreement (each, a "Significant Transaction"), including, but not
limited to, any change of control (as defined in the Farkas Employment
Agreement) of Insignia, Insignia is required to pay to Mr. Farkas an amount
equal to 1.0% of the total equity market capitalization of Insignia on the date
the Significant Transaction occurs. Upon the occurrence of a Significant
Transaction and/or upon termination without cause, all options, warrants and
restricted stock of Insignia granted to Mr. Farkas will vest immediately and be
exercisable. The Farkas Employment Agreement also provides that in the event
that Insignia enters into a transaction resulting in (i) a majority of the
equity interest in Insignia being beneficially owned by a person or persons who
is not an affiliate of Insignia, or (ii) the spin-off, sale or other disposition
to a third party of one or more of Insignia's subsidiaries, divisions or
operating businesses (each, a "Material Asset Disposition"), Insignia will pay
to Mr. Farkas a cash bonus equal to 1.0% of the consideration received by
Insignia and its stockholders as a result of such Material Asset Disposition.
The Merger fell within the definition of a Material Asset Disposition and,
therefore, Insignia paid Mr. Farkas $5,049,000 after the consummation of the
Merger.
To the extent Mr. Farkas would be subject to the excise tax under Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on amounts
or benefits to be received from Insignia required to be included in the
calculation of parachute payments for purposes of Sections 280G and 4999 of the
Code, the amounts of any such payments will be automatically reduced to an
amount one dollar less than an amount that would subject Mr. Farkas to the
excise tax under Section 4999 of the Code, provided that the automatic reduction
would apply only if the reduced payments received by Mr. Farkas (after taking
into account further reductions for applicable taxes) would be greater than his
unreduced payments, after applicable taxes.
Stephen B. Siegel
<PAGE>
Insignia, Insignia/ESG and Stephen B. Siegel are parties to an employment
agreement (the "Siegel Employment Agreement"), which expires on December 31,
2002, subject to earlier termination or extension as provided for in the
Agreement. The Siegel Employment Agreement provides that Mr. Siegel shall serve
as President of Insignia and Chairman and Chief Executive Officer of
Insignia/ESG, among other duties. Under the Siegel Employment Agreement, Mr.
Siegel receives (i) a base annual salary of $1,000,000, (ii) 30% of all
promotional commission revenues earned, received and retained by Insignia/ESG in
respect of transactions as to which Mr. Siegel has rendered services recognized
by Insignia/ESG, and (iii) 50% of all net commissions in respect of agency
transactions as to which Mr. Siegel has rendered services recognized by
Insignia/ESG. The Siegel Employment Agreement also provides that Mr. Siegel will
receive, for each year or part thereof during the employment term, an amount (up
to a maximum of $400,000 annually) equal to 0.6% of the gross commissions
earned, received and retained by Insignia/ESG, but only to the extent that
Insignia/ESG and all of its wholly-owned subsidiaries meet or exceed its annual
Net EBITDA (as defined below) budget, as established by Insignia's Compensation
Committee, after reduction for all bonus compensation paid to employees of
Insignia/ESG (including the imputed bonus of Mr. Siegel), all Insignia/ESG
overhead allocations and all other compensation paid to Mr. Siegel, which annual
Net EBITDA budget will be increased by Insignia's Compensation Committee for
each subsequent year by an amount of no more than 10% of the annual Net EBITDA
budget for the immediately preceding year. "Net EBITDA" means earnings before
interest, taxes, depreciation and amortization, computed in accordance with
generally accepted accounting principles, consistently applied. The Siegel
Employment Agreement further provides that Mr. Siegel will receive for each year
an annual bonus of 10%, or such lesser percentage as Insignia's Compensation
Committee, in its sole and absolute discretion, shall determine, of the increase
in annual Net EBITDA, reduced by all bonus compensation paid to the employees of
Insignia/ESG (including the imputed bonus of Mr. Siegel), all Insignia/ESG
overhead allocations and all compensation paid to Mr. Siegel over the annual Net
EBITDA for the immediately preceding year.
In addition, upon the consummation of a transaction resulting in a change
in the ownership of a majority of the issued and outstanding shares of Common
Stock and a change in the majority of the Insignia Board, Mr. Siegel is entitled
to receive a payment in the amount of 0.5% of the consideration received by
Insignia and its stockholders in such transaction (excluding the assumption of
liabilities), which payment is required to be made upon the earlier of the
termination of Mr. Siegel's employment with Insignia, other than for cause or
voluntary termination, or the expiration of the term of the Siegel Employment
Agreement.
Former Parent made a loan to Mr. Siegel in the amount of $1,000,000. The
loan, which was assumed by Insignia in connection with the Spin-Off, is being
forgiven ratably over a three-year period beginning July 1, 1998 provided that
Mr. Siegel remains employed by Insignia and is not in material breach of the
Siegel Employment Agreement. In addition, Insignia/ESG has purchased, at
Insignia/ESG's expense, term life insurance on the life of Mr. Siegel with a
death benefit of $5,000,000, the beneficiaries of which are designated by Mr.
Siegel.
In September 1999, Insignia made a loan to Mr. Siegel in the amount of
$500,000. The terms of the loan are described below (see "Certain Relations and
Related Transactions").
The Siegel Employment Agreement provides that Mr. Siegel will not compete
with either Insignia or Insignia/ESG for two years after the termination of the
Siegel Employment Agreement. Upon Mr. Siegel's death, Insignia or Insignia/ESG
is required to pay Mr. Siegel's estate $1,000,000 per annum during the remaining
term of the Siegel Employment Agreement, not to exceed one year. If Mr. Siegel
is terminated for cause (as defined in the Siegel Employment Agreement),
Insignia and Insignia/ESG are required to pay Mr. Siegel his base salary, as in
effect, up to and including the date on which the termination occurred. If Mr.
Siegel is terminated without cause, Mr. Siegel may elect to either observe the
non-compete agreement and receive the compensation provided for in the Siegel
Employment Agreement until December 31, 2002 or accept other employment that
violates the non-compete provision and receive $1,000,000 per year until
December 31, 2002, less the aggregate compensation payable to him for such new
employment.
Pursuant to the Siegel Employment Agreement, on September 21, 1998 Mr.
Siegel received a grant of options to purchase 100,000 shares of Common Stock.
In addition, Insignia has made a loan to Mr. Siegel in the amount of $999,999 to
purchase shares of Common Stock which loan is secured by such shares purchased
(see "Certain Relationships and Related Transactions").
<PAGE>
Frank M. Garrison and Ronald Uretta
Messrs. Frank M. Garrison and Ronald Uretta are employed by Insignia
pursuant to employment agreements with Insignia, effective as of September 21,
1998 (the "Executive Employment Agreements"), as amended, which provide for Mr.
Garrison to serve as Executive Managing Director (Mergers & Acquisitions and
Investment Banking) of Insignia and for Mr. Uretta to serve as Chief Operating
Officer of Insignia until September 22, 2002 (the "Expiration Time") or such
earlier date as provided therein. Mr. Garrison's current title is member of the
Office of the Chairman of Insignia and President of Insignia Financial Services,
Inc. Messrs. Uretta and Garrison each receives a base salary of $500,000 per
year, in each case subject to such discretionary increases as may be determined
by the Insignia Board, and a performance bonus determined by the Compensation
Committee. Messrs. Garrison and Uretta also are entitled to certain perquisites.
Messrs. Garrison and Uretta each has agreed that for one year after the
termination of his Executive Employment Agreement, he will not solicit business
from any of Insignia's customers or clients with whom he has had "material
contact" (as defined in the Executive Employment Agreements) during the twelve
month period preceding the date of cessation of his employment with Insignia,
and he will neither solicit employees of Insignia to work for any direct
competitor of Insignia nor purchase any limited partner units of partnerships
controlled directly or indirectly by Insignia for two years after the
termination of his Executive Employment Agreement.
Each of the Executive Employment Agreements provides that it will be
terminated in the event that either of Messrs. Garrison or Uretta, as
applicable, is disabled during his employment with Insignia, whereupon Insignia
is required to pay his salary through the Expiration Time and to pay all bonuses
to be paid upon the occurrence of a Significant Transaction or a Material Asset
Disposition (as described below) if the event giving rise to such payment
occurs, or a definitive agreement regarding such event is executed, before or
within 180 days after such termination. If either of Messrs. Garrison or Uretta,
as applicable, dies during the term of his Executive Employment Agreement,
Insignia is required to pay to his estate his salary through the Expiration
Time, and to pay all bonuses to be paid upon the occurrence of a Significant
Transaction or a Material Asset Disposition if the event giving rise to such
payment occurs, or a definitive agreement regarding such event is executed,
before or within 180 days after his death. If either of Messrs. Garrison or
Uretta, as applicable, is terminated without cause, Insignia is required to pay
his salary and all bonuses to be paid upon the occurrence of a Significant
Transaction or a Material Asset Disposition through the Expiration Time. Upon
termination without cause, or due to Messrs. Garrison's or Uretta's death or
disability, all options and warrants granted to Messrs. Garrison or Uretta, as
applicable, will immediately vest and be exercisable.
<PAGE>
Upon the occurrence of a Significant Transaction, Messrs. Garrison and
Uretta each may elect to convert his Executive Employment Agreement into a
consulting agreement with substantially the same terms and conditions, except
that the consulting services provided by each of Messrs. Garrison and Uretta
shall be provided to Insignia at reasonable times convenient to each of them on
no less than five business days' notice. The Executive Employment Agreements
also provide that upon the occurrence of a Material Asset Disposition, Insignia
is required to pay each of Messrs. Garrison and Uretta a cash bonus equal to
0.5% (or 0.25% if the Executive Employment Agreements are converted to
consulting agreements) of the consideration received by Insignia and its
stockholders as a result of such Material Asset Disposition.
To the extent Messrs. Garrison or Uretta would be subject to the excise tax
under Section 4999 of the Code on amounts or benefits to be received from
Insignia required to be included in the calculation of parachute payments for
purposes of Sections 280G and 4999 of the Code, the amounts of any such payments
will be automatically reduced to an amount one dollar less than an amount that
would subject Messrs. Garrison or Uretta, as applicable, to the excise tax under
Section 4999 of the Code, provided that the automatic reduction would apply only
if the reduced payments received by Messrs. Garrison or Uretta (after taking
into account further reductions for applicable taxes) would be greater than the
unreduced payments to be received by Messrs. Garrison or Uretta, after
applicable taxes.
Edward S. Gordon
Edward S. Gordon is employed by Insignia pursuant to an employment
agreement between Insignia, Insignia/ESG and Edward S. Gordon, as amended, which
expires on June 30, 2001, subject to earlier termination or extension as
provided for in the agreement. Mr. Gordon (i) receives an annual base salary of
$1,000,000 per annum, (ii) received a one-time grant of options to purchase up
to 250,000 shares of Common Stock at $27.125 per share that vest in five equal
installments commencing on January 1, 1997, which options were assumed by
Insignia at the Spin-Off at $12.625 per share; and (iii) receives the payment of
commissions at certain rates and for certain identified transactions, each as
set forth in the agreement. The agreement also provides for an annual bonus
payment for each year or part thereof which is subject to a bonus plan (the
"Gordon Bonus Plan"). The Gordon Bonus Plan provides for an annual bonus for
each year (or part thereof) during the term of the employment agreement in an
amount equal to 0.75% of the gross revenues of Insignia/ESG's tri-state region
(meaning, New York, New Jersey and Connecticut) for such year (or part thereof),
if Insignia/ESG's EBITDA for the tri-state region, after adjustment for any
bonus payable under the Gordon Bonus Plan with respect to such year (or part
thereof), is not less than the Target Amount (as defined below) for such year
(or pro rata portion for partial years); provided, however, that in the event
Insignia/ ESG's EBITDA for the tri-state region as so calculated is less than
the Target Amount (or pro rata portion for partial years), the amount of such
bonus shall be reduced by the amount of such deficiency. With respect to any
year "Target Amount" is defined as Insignia/ESG's budgeted EBITDA for the
tri-state region for such year as determined by the Compensation Committee prior
to the commencement of such year, provided, however, that budgeted EBITDA for
the tri-state region for any year shall not be more than 110% of the budgeted
EBITDA for the tri-state region for the immediately preceding year, and provided
further, that the Target Amount may be increased or decreased from time to time
if the Compensation Committee reasonably determined that anticipated increases
or decreases in Insignia/ESG's EBITDA for the tri-state region must be reflected
as a result of any acquisitions or dispositions, respectively, by Insignia/ESG.
Mr. Gordon has agreed not to compete with either Insignia or Insignia/ESG
for five years after the termination of the agreement. As compensation
therefore, Mr. Gordon received a $1,000,000 advance payment on July 1, 1996 to
be allocated over five years.
If Mr. Gordon is terminated for cause (as defined in the agreement),
Insignia/ESG shall pay Mr. Gordon his base salary, as in effect, up to and
including the date on which the termination occurred. Upon termination without
cause, Insignia/ESG shall pay Mr. Gordon $1,200,000 per year until June 30,
2001. Upon termination due to death, Insignia/ESG shall pay Mr. Gordon's estate
$1,200,000 per annum during the remaining term of the agreement, not to exceed
two years.
<PAGE>
COMPENSATION RELATING TO INSIGNIA'S EQUITY INVESTMENTS IN REAL ESTATE
Insignia operates an equity investment program which identifies investment
opportunities for select clients and invests along side those clients in the
ownership of qualifying properties and related real estate assets. Certain
employees of Insignia, including certain executives, receive incentive awards
consisting of equity interests in limited partnerships, limited liability
companies or a private real estate investment trust which own or invest in real
property, debt secured by real estate or other real estate-related assets and in
which Insignia has invested ("Membership Interests"). Such Membership Interests
are subject to performance and vesting provisions established by Insignia and,
once vested, entitle the holder to receive a portion of the proceeds remaining
after Insignia has received a return of its invested capital and a preferred
return thereon, if any, paid or distributed upon liquidation of the entities.
During fiscal 1999 each of the Named Executive Officers were granted Membership
Interests in connection with the equity investment program (the aggregate value
of such Membership Interests is included in the Summary Compensation Table). In
addition, in fiscal 1999 the Named Executive Officers received payments
resulting from dispositions of, and distributions made with respect to,
Membership Interests, which payments are disclosed in the notes to the Executive
Summary Compensation Table.
COMPENSATION RELATING TO INSIGNIA'S EQUITY INVESTMENTS IN INTERNET INITIATIVES
The Insignia Board has authorized Mr. Farkas to make restricted grants
("Equity Grants"), at any time and from time to time, to one or more members of
management or other key employees of the Company or its subsidiaries, including
himself, of portions of Insignia's equity interests in new entities established
to invest in or operate companies or business ventures relating to the Internet
and other businesses outside of the scope of the Company's traditional lines of
business. An Equity Grant will constitute a grant of a portion of the Company's
equity interest in either a New Investment Entity or a New Operating Entity. A
"New Investment Entity" is a special purpose entity initially capitalized by
Insignia or one or more of its subsidiaries on or after January 1, 2000 for the
primary purpose of (i) making and/or holding a minority, non-controlling
investment by the Company in securities of one or more companies or business
ventures not directly or indirectly controlled by the Company, or (ii) serving
as a managing general partner (or in a similar capacity) of an entity that
raises third-party capital to be invested in securities of businesses not
directly or indirectly controlled by the Company. A "New Operating Entity" is
any operating entity initially capitalized by the Company or one or more of its
subsidiaries on or after January 1, 2000 for the primary purpose of engaging in
a line of business which is outside the scope of the traditional lines of
business engaged in by the Company and its subsidiaries prior to June 1999,
which non-traditional businesses include all Internet-oriented lines of
business.
Mr. Farkas is authorized to make Equity Grants to members of management and
key employees of up to 25% in the aggregate of Insignia's equity interests in
each New Investment Entity and up to 30% in the aggregate of Insignia's equity
interest in each New Operating Entity, provided that (i) the terms of each such
Equity Grant are set forth in a written document signed by the Company and the
recipient of such Equity Grant, and (ii) with respect to any such award granted
to Mr. Farkas or which relates to 3.0% or more of Insignia's equity interest in
such New Investment Entity, the terms of the award must comply with vesting
rules (the "Vesting Rules") specified by the Insignia Board. The Vesting Rules
provide that (a) awards will not vest more rapidly than 1/48 per month, subject
to acceleration and forfeiture provisions, (b) an award of equity in a New
Operating Entity will vest upon the occurrence of a change of control of such
entity or a qualified initial public offering, and (c) upon termination of all
employment with the Company and its subsidiaries, the entire portion of an award
which has not vested will be forfeited back to the Company, except that in the
case of termination without cause, the unvested portion of the award will
immediately be vested. No payment will be made to the holder of an Equity Grant
unless and until, (i) if the award relates to a New Investment Entity, the
Company has received a return of its invested capital and a preferred return
thereon, and (ii) if the award relates to a New Operating Entity, subject to
certain conditions, one of several specified liquidity events has occurred and
the Company has received a return of its invested capital and a preferred return
thereon. In the event that the recipient of any Equity Grant forfeits all or a
portion of such award, then the equity interests underlying such Equity Grant
may be re-granted by Mr. Farkas pursuant to a new Equity Grant to any other
then-eligible person.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of April 15, 2000, certain information
with respect to shares of Common Stock beneficially owned by each of Insignia's
directors, by Insignia's Chief Executive Officer and each of the four other most
highly compensated executive officers (the "Named Executive Officers"), by all
of its directors and executive officers as a group and by persons who are known
to the Company to be the beneficial owners of more than five percent of the
issued and outstanding shares of Common Stock. Such persons have sole voting
power and sole dispositive power with respect to all shares set forth in the
table unless otherwise specified in the footnotes to the table.
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
- ---------------- ------------------ -----
<S> <C> <C>
Andrew L. Farkas 1,397,480 (1) 6.6%
Insignia Financial Group, Inc.
200 Park Avenue
New York, NY 10166
Apollo Real Estate Investment Fund, L.P. 2,596,434 (2) 11.8%
and Apollo Real Estate Advisors, L.P.
2 Manhattanville Road
Purchase, NY 10577
Capital Group International, Inc. and 2,403,130 (3) 11.4%
Capital Guardian Trust Company
11100 Santa Monica Boulevard
Los Angeles, CA 90025
J. & W. Seligman & Co. Incorporated and 1,327,889 (4) 6.3%
William C. Morris
100 Park Avenue
New York, NY 10017
Gotham Partners, L.P. 1,361,535 (5) 6.5%
110 East 42nd Street
New York, NY 10017
Dimensional Fund Advisors, Inc. 1,548,731 (6) 7.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Stephen Feinberg 1,785,714 (7) 8.5%
450 Park Avenue, 28th Floor
New York, New York 10022
Eminence Capital, LLC 1,175,000 (8) 5.5%
200 Park Avenue, Suite 3300
New York, New York 10166
Robert J. Denison 114,300 (9) *
Robin L. Farkas 187,869 (10) *
Frank M. Garrison 76,899 (11) *
Edward S. Gordon 230,252 (12) *
<PAGE>
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
- ---------------- ------------------ -----
Andrew J.M. Huntley 63,272 (13) *
Robert G. Koen 12,570 (14) *
Stephen B. Siegel 243,328 (15) *
Ronald Uretta 103,435 (16) *
H. Strauss Zelnick 23,570 (17) *
All directors and executive officers as a 2,646,992 (1)(8)(10)(18) 12.4%
group (13 individuals)
</TABLE>
- --------------------
(*) Denotes less than 1%.
(1) Includes shares owned by (i) Metro Shelter Directives, Inc., (ii)
Metropolitan Asset Group, Ltd., and (iii) F III, Inc. Also includes 148,890
shares subject to options and warrants that are or will become exercisable
within 60 days.
(2) Apollo Real Estate Advisors, L.P. is the managing general partner of Apollo
Real Estate Investment Fund, L.P. (collectively, "Apollo"). Includes
928,611 shares that are subject to warrants. The foregoing is based upon a
Schedule 13G filed by Apollo with the Securities and Exchange Commission
(the "Commission") dated June 25, 1999.
(3) Capital Group International, Inc. ("Capital") is the parent holding company
of a group of investment management companies. Capital does not have
investment power or voting power over any of the securities reported
herein. Capital Guardian Trust Company ("Capital Guardian"), a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934 and a
wholly owned subsidiary of Capital, is the beneficial owner of the reported
shares as a result of serving as the investment manager of various
institutional accounts. The shares reported include 48,000 shares resulting
from the assumed conversion of warrants to purchase Common Stock. The
foregoing is based upon a Schedule 13G filed by Capital and Capital
Guardian with the Commission dated February 10, 2000.
(4) J. & W. Seligman & Co. Incorporated ("JWS") is the beneficial owner of the
reported shares as a result of serving as an investment adviser. William C.
Morris, as the owner of a majority of the outstanding voting securities of
JWS, also may be deemed to beneficially own the reported shares. The
foregoing is based upon a Schedule 13G/A filed by JWS and Mr. Morris with
the Commission dated February 10, 2000.
(5) The number of shares of Common Stock reported to be beneficially owned by
Gotham Partners, L.P. is based upon a Schedule 13G/A filed by Gotham
Partners, L.P. with the Commission dated February 15, 2000.
(6) Dimensional Fund Advisors, Inc. ("Dimensional") serves as an investment
advisor to four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain other
comingled trusts and separate accounts (the "Funds"). In its role as
investment advisor or manager, Dimensional possesses voting and/or
investment power over the securities of the Company that are owned by the
Funds. The foregoing is based upon a Schedule 13G filed by Dimensional with
the Commission dated February 4, 2000.
<PAGE>
(7) Mr. Feinberg possesses sole voting and investment authority over 250,000
shares of convertible preferred stock (the "Preferred Stock") of the
Company the record holder of which is Madeleine L.L.C. The Preferred Stock
is convertible at any time into a total of 1,785,714 shares of Common
Stock. The foregoing is based upon a Schedule 13D filed by Mr. Feinberg
with the Commission dated February 18, 2000.
(8) The number of shares of Common Stock reported to be beneficially owned by
Eminence Capital Group, LLC is based upon a Schedule 13G filed with the
Commission on March 29, 2000.
(9) Includes (i) 29,566 shares held by First Security Associates L.P., a
limited partnership of which Mr. Denison is the sole general partner, (ii)
56,032 shares held by First Security Company II, L.P., a limited
partnership of which Mr. Denison is the sole general partner, (iii) 266
shares held by First Security Management, Inc. ("FMS"), a corporation of
which Mr. Denison is the president and sole shareholder, and (iv) 15,866
shares held by First Security International Ltd., an investment fund for
which FMS serves as investment advisor. Includes 12,570 shares subject to
options and warrants that are or will become exercisable within 60 days.
(10) Includes 6,666 shares owned by Mr. Farkas' wife, with respect to which Mr.
Farkas disclaims beneficial ownership, and 12,570 shares subject to options
and warrants that are or will become exercisable within 60 days.
(11) Includes 43,360 shares subject to options and warrants that are or will
become exercisable within 60 days.
(12) Includes 200,000 shares subject to options that are or will become
exercisable within 60 days.
(13) Includes (a) 15,669 shares subject to options which are or will become
exercisable within 60 days, (b) 14,007 shares owned by Mr. Huntley's
family, with respect to which Mr. Huntley disclaims beneficial ownership,
and (c) 2,500 shares owned by Ashfern Development, a private company the
stockholders of which are Mr. Huntley and members of his immediate family.
(14) Represents shares subject to options and warrants that are or will become
exercisable within 60 days.
(15) Includes (a) 163,439 shares subject to options that are or will become
exercisable within 60 days, and (b) 50 shares owned by Mr. Siegel's child,
with respect to which Mr. Siegel disclaims beneficial ownership.
(16) Includes (a) 43,360 shares subject to options and warrants which are or
will become exercisable within 60 days, and (b) 133 shares owned by Mr.
Uretta's spouse and 538 shares owned by Mr. Uretta's children, which
respect to which Mr. Uretta disclaims beneficial ownership.
(17) Includes 12,570 shares subject to options and warrants that are or will
become exercisable within 60 days.
(18) Includes 268,012 shares subject to options and warrants that are or will
become exercisable within 60 days.
<PAGE>
Item 13. Certain Relationships and Related Transactions
DIRECTOR AFFILIATIONS
Mr. Koen, who is a director of Insignia, is a partner in the law firm Akin,
Gump, Strauss, Hauer & Feld LLP, which represents Insignia or certain of its
affiliates from time to time.
EMPLOYEE LOANS
Former Parent made a loan to Mr. Siegel in the amount of $1,000,000
pursuant to the terms of the Siegel Employment Agreement. The loan was assumed
by Insignia when Insignia assumed the Siegel Employment Agreement in connection
with the Spin-Off. The principal amount of the loan and interest thereon is
being forgiven ratably over a five-year period which began on July 1, 1998. The
interest rate on Mr. Siegel's loan is the same as the interest rate applicable
to funds borrowed by Insignia on its revolving credit facility, which rate was
approximately 6.5% at December 1999. As of March 31, 2000, $361,111 principal
amount of such loan remained outstanding. In November 1998, Insignia made a
separate loan, pursuant to the Insignia Financial Group, Inc. 1998 Supplemental
Stock Purchase and Loan Program (the "Supplemental Stock Purchase and Loan
Program"), of $999,999 to Mr. Siegel to purchase shares of Common Stock, which
loan is secured by such shares. Mr. Siegel has agreed to repay the principal
amount of the loan and interest thereon (at a rate of 7.5% per annum) in 40
equal quarterly installments commencing on March 31, 1999 and ending on December
31, 2008. As of March 31, 2000, $911,703 principal amount of such loan remained
outstanding.
On January 1, 1999, Insignia/ESG made a loan in the amount of $500,000 to
Mr. Siegel. The interest rate on Mr. Siegel's loan is the same as the interest
rate applicable to funds borrowed by Insignia on its revolving credit facility,
which rate was approximately 6.5% at December 1999. At March 31, 2000, $291,666
of the principal amount of such loan remained outstanding. The loan will become
due upon the earlier of (i) Mr. Siegel's voluntary termination of his employment
with Insignia/ESG, (ii) the termination of Mr. Siegel's employment with
Insignia/ESG for cause or (iii) April 1, 2002. Insignia/ESG will forgive
$166,667 of the principal amount of the loan on an annual basis to the extent
that Insignia/ESG meets or exceeds its annual budgeted Net EBITDA, as
established by Insignia/ESG and the Insignia Board, after reduction for all
bonus compensation and certain other items. In the event that the applicable
$166,667 is not forgiven in a particular year because Insignia's actual Net
EBITDA is less than budgeted Net EBITDA (a "Shortfall"), and in a subsequent
year Insignia/ESG exceeds its budgeted Net EDITDA (a "Surplus"), then the
unforgiven amount from the prior year shall be forgiven if the Surplus exceeds
the prior year's Shortfall. Any outstanding principal balance and accrued
interest on the loan will be forgiven upon the death or disability of Mr.
Siegel.
Pursuant to the Supplemental Stock Purchase and Loan Program, Insignia made
a loan in the amount of $100,000 to Andrew J.M. Huntley, a director and a member
of the Office of the Chairman of Insignia, to purchase shares of Common Stock,
which loan is secured by such shares. Mr. Huntley has agreed to repay the
principal amount of the loan and interest thereon (at a rate of 7.5% per annum)
in 40 equal quarterly installments commencing on March 31, 1999 and ending on
December 31, 2008. As of March 31, 2000, $91,162 of the principal amount of such
loan remained outstanding.
Pursuant to the Supplemental Stock Purchase and Loan Program, Insignia made
a loan in the amount of $193,125 to Jeffrey P. Cohen, Executive Vice President
of Insignia, to purchase shares of Common Stock, which loan is secured by such
shares. Mr. Cohen has agreed to repay the principal amount of the loan and
interest thereon (at a rate of 7.5% per annum) in 40 equal quarterly
installments commencing on March 31, 1999 and ending on December 31, 2008. As of
March 31, 2000, $176,072.27 of the principal amount of such loan remained
outstanding.
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(3) Exhibits:
2.1 Amended and Restated Agreement and Plan of Merger, dated
as of May 26, 1998, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., Former Parent
and Insignia Financial Group, Inc. (incorporated herein by
reference to Exhibit 2.1 to the Registration Statement on
Form S-4 (the "Form S-4") filed by Apartment Investment
and Management Company on August 4, 1998)
2.2 Form of Agreement and Plan of Distribution, dated as of
September 16, 1998, by and between Former Parent and
Insignia Financial Group, Inc. (incorporated herein by
referenced to Appendix A to the Information Statement
included in the Registration Statement on Form 10 filed by
Insignia Financial Group, Inc. on August 4, 1998 (the
"Form 10"))
3.1(a) Certificate of Incorporation of Insignia Financial Group,
Inc. (incorporated herein by referenced to Exhibit 3.1 of
the Form 10)
3.1(b) Certificate of Amendment to the Certificate of
Incorporation of Insignia Financial Group, Inc., dated
October 16, 1998, changing the name of the corporation
from Insignia/ESG Holdings, Inc. to Insignia Financial
Group, Inc. (incorporated herein by reference to Exhibit
3.1 of the Report on Form 10-Q of Insignia Financial
Group, Inc. filed on November 16, 1998)
3.1(c) Certificate of Designation of Insignia Financial Group,
Inc. classifying 250,000 of the authorized shares of
Preferred Stock of the Company as "Convertible Preferred
Stock" (incorporated herein by reference to Exhibit 3.1(c)
to Report on Form 10-K of Insignia Financial Group, Inc.
filed on March 29, 2000)
3.2 By-laws of Insignia Financial Group, Inc. (incorporated
herein by reference to Exhibit 3.2 of the Form 10)
4.1(a) Registration Rights Agreement, dated as of September 7,
1999, by and among Gotham Partners, L.P., Gotham Partners
III, L.P. and Insignia Financial Group, Inc. (incorporated
herein by reference to Exhibit 4.1(a) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
4.1(b) Registration Rights Agreement, dated as of February 9,
2000, by and among Insignia Financial Group, Inc. and the
initial stockholders specified therein (incorporated
herein by reference to Exhibit 4.1(b) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.1(a) Asset and Stock Purchase Agreement, dated as of June 17,
1996, among Former Parent, Insignia Buyer Corporation,
Edward S. Gordon Company Incorporated, Edward S. Gordon
Company of New Jersey, Inc. and Edward S. Gordon
(incorporated herein by reference to Exhibit 10.15 of the
Report on Form 10-K of Former Parent filed on March 24,
1998)
<PAGE>
10.1(b) Stock Purchase Agreement, dated March 19, 1997, by and
among Insignia Commercial Group, Inc., Former Parent,
Kirkland B. Armour, Scott J. Brandwein, Harvey B. Camins,
James L. Deiter, Lyan Homewood Fender, Ronald T. Frain,
Jay Hinshaw, Thomas E. Moxley, Robert B. Rosen, James H.
Swartchild, Jr., David Tropp, Gregg F. Witt, Frain, Camins
& Swartchild Incorporated, FC&S Management Company and
Construction Interiors, Incorporated (incorporated herein
by reference to Exhibit 10.22 to the Report on Form 10-K
of Former Parent filed on March 24, 1998)
10.1(c) Stock Purchase Agreement, dated as of September 18, 1997,
by and among Former Parent, Insignia RO, Inc., Joseph T.
Aveni, Vincent T. Aveni, James C. Miller, Richard A.
Golbach, Joseph T. Aveni as Trustee of the Joseph T. Aveni
Declaration of Trust dated April 25, 1988, as amended on
August 10, 1995, Vincent T. Aveni as Trustee of the
Vincent T. Aveni Declaration of Trust dated February 11,
1988, as restated on September 14, 1995, Joseph T. Aveni
as Trustee of the Vincent T. Aveni Declaration Trust,
dated July 13, 1994, and Vincent T. Aveni as Trustee of
the Joseph T. Aveni Declaration Trust, dated July 13, 1994
(incorporated herein by reference to Exhibit 10.27 to
Report on Form 10-K of Former Parent filed on March 24,
1998)
10.1(d) Deed of Warranty & Indemnity, dated February 25, 1998, by
and among Former Parent and each of the Shareholders of
Richard Ellis Group Limited (incorporated herein by
referenced to Exhibit 10.4 of the Form 10)
10.1(e) Amended and Restated Indemnification Agreement, dated as
of May 26, 1998, by and between Apartment Investment and
Management Company and Insignia Financial Group, Inc.
(incorporated herein by reference to Exhibit 2.2 to the
Form S-4)
10.1(f) Deed of Assumption and Variation, dated September 30,
1998, by and among Former Parent, Certain Covenantors and
Insignia/ESG, Inc. (incorporated herein by reference to
Exhibit 10.1(f) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 31, 1999)
10.1(g) Deed of Variation, dated as of March 5, 1999, between
Insignia Financial Group, Inc. and Alan Charles Froggatt,
as agent and attorney for the Covenantors (incorporated
herein by reference to Exhibit 10.1(g) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 31,
1999)
10.1(h) Agreement for the Sale and Purchase of Shares in the
Capital of St. Quintin Holdings Limited, dated March 5,
1999, by and among the Vendors listed therein and Insignia
Financial Group, Inc. (incorporated herein by reference to
the Report on Form 8-K of Insignia Financial Group, Inc.
filed on March 18, 1998)
10.1(i) Purchase Agreement, dated May 27, 1999, among Douglas
Elliman, Douglas Elliman, Inc. and Douglas Elliman
Insurance Brokerage Corp. as seller and DE Acquisition,
LLC as buyer (incorporated herein by reference to the
Report on Form 8-K of Insignia Financial Group, Inc. filed
on July 8, 1999)
10.2(a) Second Amended and Restated Employment Agreement, dated as
of July 31, 1998, by and between Insignia Financial Group,
Inc., Insignia/ESG, Inc. and Stephen B. Siegel
(incorporated herein by reference to Exhibit 10.6 of the
Form 10)
10.2(b) Employment Agreement, dated as of August 3, 1998, by and
between Insignia Financial Group, Inc. and Ronald Uretta
(incorporated herein by reference to Exhibit 10.7 of the
Form 10)
<PAGE>
10.2(c) Employment Agreement, dated as of June 17, 1996, by and
among Former Parent, Insignia Buyer Corporation and Edward
S. Gordon (incorporated herein by reference to Exhibit
10.2 to the Report on Form 8-K of Former Parent dated July
12, 1996)
10.2(d) Amendment No. 1 to Employment Agreement, dated April 1,
1997, by and among Former Parent, Insignia/Edward S.
Gordon Co., Inc. and Edward S. Gordon (incorporated herein
by reference to Exhibit 10.24 to the Report on Form 10-K
of Former Parent filed on March 24, 1998)
10.2(e) Assignment, Assumption, Consent and Release Agreement,
dated as of July 1, 1998, by and among Former Parent,
Insignia Financial Group, Inc. and Edward S. Gordon
(Exhibit A thereto is omitted because it is the same
document as Exhibit 10.7 to the Form 10)
10.2(f) Employment Agreement, dated as of August 3, 1998, by
and between Insignia Financial Group, Inc. and Andrew L.
Farkas (incorporated herein by reference to Exhibit 10.11
of the Form 10)
10.2(g) Employment Agreement, dated as of August 3, 1998, by and
between Insignia Financial Group, Inc. and Frank M.
Garrison (incorporated herein by reference to Exhibit
10.12 of the Form 10)
10.2(h) Employment Agreement, dated as of August 3, 1998, by and
between Insignia Financial Group, Inc. and James A. Aston
(incorporated herein by reference to Exhibit 10.13 of the
Form 10)
10.2(i) Amended and Restated Employment Agreement, dated as of
December 23, 1998, by and between Insignia Financial
Group, Inc. and Adam B. Gilbert (incorporated herein by
reference to Exhibit 10.2(i) to Report on Form 10-K of
Insignia Financial Group, Inc. filed on March 31, 1999)
10.2(j) Executive Service Agreement, dated February 4, 1998, by
and between Richard Ellis Group Limited and Andrew John
Mack Huntley (incorporated herein by reference to Exhibit
10.2(j) to Report on Form 10-K of Insignia Financial
Group, Inc. filed on March 31, 1999)
10.2(k) Supplemental Service Agreement, dated February 24, 1998,
by and between Insignia Financial Group, Inc. and Andrew
John Mack Huntley (incorporated herein by reference to
Exhibit 10.2(k) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 31, 1999)
10.2(l) Assignment, Assumption, Consent and Release Agreement,
dated July 1, 1998, by and among Former Parent, Insignia
Financial Group, Inc. and Andrew John Mack Huntley
(incorporated herein by reference to Exhibit 10.2(l) to
Report on Form 10-K of Insignia Financial Group, Inc.
filed on March 31, 1999)
10.2(m) Amendment to Employment Agreement, dated July 1, 1999, by
and among Insignia/ESG, Inc. and Edward S. Gordon
10.2(n) Form of Transferee Agreement, dated as of September 24,
1999, by and between Insignia Financial Services, Inc., as
a Member of Insignia Opportunity Directives, LLC, and
certain individuals (see attached schedule thereto)
(incorporated herein by reference to Exhibit 10.2 (n) to
Report on Form 10-K of Insignia Financial Group, Inc.
filed on March 29, 2000)
<PAGE>
10.2(o) Form of Transferee Agreement, dated as of November 17,
1999, by and between Insignia Internet Initiatives, Inc.,
as a Member of IIII-SLI Holdings, LLC, and certain
individuals (see attached schedule thereto) (incorporated
herein by reference to Exhibit 10.2 (o) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.2(p) Form of Transferee Agreement, dated as of November 24,
1999, by and between Insignia Internet Initiatives, Inc.,
as a Member of IIII-OSA Holdings, LLC, and certain
individuals (see attached schedule thereto) (incorporated
herein by reference to Exhibit 10.2 (p) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.2(q) Form of Transferee Agreement, dated as of December 30,
1999, by and between Insignia Internet Initiatives, Inc.,
as a Member of IIII-MCI Holdings, LLC, and the individuals
listed on the schedule annexed thereto (incorporated
herein by reference to Exhibit 10.2 (q) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.2(r) Form of Transferee Agreement, dated as of December 30,
1999, by and between Insignia Internet Initiatives, Inc.,
as a Member of IIII-LNI Holdings, LLC, and certain
individuals (see attached schedule thereto) (incorporated
herein by reference to Exhibit 10.2 (r) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.2(s) Form of Transferee Agreement, dated as of December 30,
1999, by and between Insignia Internet Initiatives, Inc.,
as a Member of IIII-PFI Holdings, LLC, and certain
individuals (see attached schedule thereto) (incorporated
herein by reference to Exhibit 10.2 (s) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.2(t) Form of Transferee Agreement, dated as of January 21,
2000, by and between Insignia Financial Group, Inc., as a
Member of ERX Advisors, LLC, and certain individuals (see
attached schedule thereto) (incorporated herein by
reference to Exhibit 10.2 (t) to Report on Form 10-K of
Insignia Financial Group, Inc. filed on March 29, 2000)
10.2(u) Form of Transferee Agreement, dated as of December 30,
1999, by and between Insignia Internet Initiatives, Inc.,
as a Member of IIII-CCI Holdings, LLC, and certain
individuals (see attached schedule thereto) (incorporated
herein by reference to Exhibit 10.2 (u) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.2(v) Form of Warrant Agreement, dated as of January 14, 2000,
between Insignia Financial Group, Inc. and each of the
executive officers listed on the schedule annexed thereto
(incorporated herein by reference to Exhibit 10.2 (v) to
Report on Form 10-K of Insignia Financial Group, Inc.
filed on March 29, 2000)
10.2(w) Form of Warrant Agreement, dated as of January 14, 2000,
between Insignia Financial Group, Inc. and each of the
non-employee directors listed on the schedule annexed
thereto (incorporated herein by reference to Exhibit 10.2
(w) to Report on Form 10-K of Insignia Financial Group,
Inc. filed on March 29, 2000)
10.2(x) Form of Assignment of Limited Liability Company Interest,
dated as of January 12, 2000, by and between [entity name]
("Assignor") and certain individuals (see attached exhibit
thereto) (Assignees") (incorporated herein by reference to
Exhibit 10.2 (x) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 29, 2000)
<PAGE>
10.2(y) Form of Assignment of Member or Limited Partner Interests
by and among Insignia Financial Group, Inc., Insignia/ESG,
Inc. ("Assignors") and certain individuals (see attached
schedule thereto) (Assignees") (incorporated herein by
reference to Exhibit 10.2 (y) to Report on Form 10-K of
Insignia Financial Group, Inc. filed on March 29, 2000)
10.2(z) Form of Assignment of Member or Limited Partner Interests
by and among Insignia Financial Group, Inc., Insignia/ESG,
Inc. ("Assignors") and the individual identified therein
(Assignee") (incorporated herein by reference to Exhibit
10.2 (z) to Report on Form 10-K of Insignia Financial
Group, Inc. filed on March 29, 2000)
10.2(aa) Form of Agreement for potential incentive compensation in
connection with development activities, by and between
Insignia/ESG, Inc. ("Assignor") and certain individuals
(see attached schedule thereto) (Assignees") (incorporated
herein by reference to Exhibit 10.2 (aa) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.3(a) Insignia Financial Group, Inc. 1998 Stock Incentive Plan
(incorporated herein by referenced to Exhibit 10.14 of the
Form 10)
10.3(b) Insignia Financial Group, Inc. 1998 Supplemental Stock
Purchase and Loan Program Under the Insignia Financial
Group, Inc. 1998 Stock Incentive Plan (incorporated herein
by referenced to Exhibit 10.15 of the Form 10)
10.3(c) Insignia Financial Group, Inc. Executive Performance
Incentive Plan (incorporated herein by referenced to
Exhibit 10.16 of the Form 10)
10.3(d) Insignia Financial Group, Inc. 1998 Employee Stock
Purchase Plan (incorporated herein by referenced to
Exhibit 10.17 of the Form 10)
10.3(e) Form of Indemnification Agreement to be entered into
separately by and between Insignia Financial Group, Inc.
and each of the directors and executive officers listed on
the schedule annexed thereto (incorporated herein by
referenced to Exhibit 10.18 of the Form 10)
10.3(f) Insignia Financial Group, Inc. 401(k) Savings Plan
(incorporated herein by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 filed by Insignia
Financial Group, Inc. on September 2, 1998)
10.3(g) Richard Ellis Group Limited 1997 Unapproved Share Option
Scheme (incorporated herein by reference to Exhibit 4.1 to
the Registration Statement on Form S-8 filed by Insignia
Financial Group, Inc. on November 18, 1998)
10.3(h) Insignia Financial Group, Inc. 401(k) Restoration Plan
(incorporated herein by reference to Exhibit 10.3(h) to
Report on Form 10-K of Insignia Financial Group, Inc.
filed on March 31, 1999)
10.3(i) St. Quintin Holdings Limited 1999 Unapproved Share Option
Scheme, as amended (incorporated herein by reference to
Exhibit 4.1 to the Registration Statement on Form S-8
filed by Insignia Financial Group, Inc. on April 29, 1999)
10.3(i) Form of Non-Qualified Stock Option Agreement and form of
amendment thereto (incorporated herein by reference to
Exhibit 4 to the Registration Statement on Form S-8 filed
by Insignia Financial Group, Inc. on October 4, 1999)
10.4 [Intentionally Omitted]
<PAGE>
10.5(a) Credit Agreement, dated as of October 22, 1998, by and
among Insignia Financial Group, Inc., as Borrower, the
Lenders referred to therein, First Union National Bank, as
Administrative Agent, and Lehman Commercial Paper, Inc.,
as Syndication Agent (incorporated herein by reference to
Exhibit 10.5 to Report on Form 10-K of Insignia Financial
Group, Inc. filed on March 31, 1999)
10.5(b) Amendment No. 1 to Credit Agreement, dated as of March 19,
1999, by and among Insignia Financial Group, Inc., as
Borrower, the Lenders referred to therein, First Union
National Bank, as Administrative Agent, and Lehman
Commercial Paper, Inc., as Syndication Agent (incorporated
herein by reference to Exhibit 10.5 (b) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.5(c) Amendment No. 2 to Credit Agreement, dated as of July 21,
1999, by and among Insignia Financial Group, Inc., as
Borrower, the Lenders referred to therein, First Union
National Bank, as Administrative Agent, and Lehman
Commercial Paper, Inc., as Syndication Agent (incorporated
herein by reference to Exhibit 10.5 (c) to Report on Form
10-K of Insignia Financial Group, Inc. filed on March 29,
2000)
10.6(a) Warrant Agreement, dated as of September 15, 1998, between
Insignia/ESG Holdings, Inc. and APTS Partners, L.P.
(incorporated herein by reference to Exhibit 4.1 of the
Report on Form 10-Q of Insignia Financial Group, Inc.
filed on November 16, 1998)
10.6(b) Amendment No. 1 to Warrant Agreement, dated as of August
30, 1999, between Insignia Financial Group, Inc. and APTS
Partners, L.P. (incorporated herein by reference to
Exhibit 10.6 (b) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 29, 2000)
10.6(c) Amendment No. 2 to Warrant Agreement, dated as of
September 15, 1999, between Insignia Financial Group, Inc.
and APTS Partners, L.P. (incorporated herein by reference
to Exhibit 10.6 (c) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 29, 2000)
10.6(d) Warrant Agreement, dated as of September 15, 1998, between
Insignia/ESG Holdings, Inc. and APTS Partners, L.P.
(incorporated herein by reference to Exhibit 4.2 of Form
10-Q of Insignia Financial Group, Inc. filed on November
16, 1998)
10.6(e) Amendment No. 1 to Warrant Agreement, dated as of
September 15, 1999, between Insignia Financial Group, Inc.
and APTS Partners, L.P. (incorporated herein by reference
to Exhibit 10.6 (e) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 29, 2000)
10.6(f) Warrant Agreement, dated as of September 15, 1998, between
Insignia Financial Group, Inc. and APTS Partners, L.P.
(incorporated herein by reference to Exhibit 4.3 of the
Report on Form 10-Q of Insignia Financial Group, Inc.
filed on November 16, 1998)
10.6(g) Amendment No. 1 to Warrant Agreement, dated as of
September 14, 1999, between Insignia Financial Group, Inc.
and APTS Partners, L.P. (incorporated herein by reference
to Exhibit 10.6 (g) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 29, 2000)
10.6(h) Warrant Agreement, dated as of September 15, 1998, between
Insignia Financial Group, Inc. and APTS V, L.L.C.
(incorporated herein by reference to Exhibit 4.4 of the
Report on Form 10-Q of Insignia Financial Group, Inc.
filed on November 16, 1998)
<PAGE>
10.6(i) Amendment No. 1 to Warrant Agreement, dated as of December
18, 1998, between Insignia Financial Group, Inc. and APTS
V, L.L.C. (incorporated herein by reference to Exhibit
10.6 (i) to Report on Form 10-K of Insignia Financial
Group, Inc. filed on March 29, 2000)
10.6(j) Amendment No. 2 to Warrant Agreement, dated as of August
30, 1999, between Insignia Financial Group, Inc. and APTS
V, L.L.C. (incorporated herein by reference to Exhibit
10.6 (j) to Report on Form 10-K of Insignia Financial
Group, Inc. filed on March 29, 2000)
10.6(k) Amendment No. 3 to Warrant Agreement, dated as of
September 15, 1999, between Insignia Financial Group, Inc.
and APTS V, L.L.C. (incorporated herein by reference to
Exhibit 10.6 (k) to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 29, 2000)
10.6(l) Warrant Agreement, dated as of September 30, 1998, between
Insignia Financial Group, Inc. and First Union National
Bank of Delaware (incorporated herein by reference to
Exhibit 4.6 of the Report on Form 10-Q of Insignia
Financial Group, Inc. filed on November 16, 1998)
10.7 Stock Subscription Agreement, dated as of February 9,
2000, among Insignia Financial Group, Inc. and the
purchasers named therein (incorporated herein by reference
to Exhibit 10.7 to Report on Form 10-K of Insignia
Financial Group, Inc. filed on March 29, 2000)
10.8(a) Amended and Restated Series C Preferred Stock Purchase
Agreement, dated March 15, 2000, by and among
EdificeRex.com, Inc. and the investors identified therein
(incorporated herein by reference to Exhibit 10.8 (a) to
Report on Form 10-K of Insignia Financial Group, Inc.
filed on March 29, 2000)
10.8(b) Stockholders Agreement, dated as of March 15, 2000, by and
among EdificeRex.com, Inc., Insignia Financial Group,
Inc., the persons listed therein and any transferee who
subsequently becomes a party to the Agreement in
accordance with the terms thereof (incorporated herein by
reference to Exhibit 10.8 (b) to Report on Form 10-K of
Insignia Financial Group, Inc. filed on March 29, 2000)
10.8(c) Registration Rights Agreement, dated as of March 15, 2000,
between EdificeRex.com, Inc. and the investors listed
therein (incorporated herein by reference to Exhibit 10.8
(c) to Report on Form 10-K of Insignia Financial Group,
Inc. filed on March 29, 2000)
21.1 Subsidiaries of Insignia Financial Group, Inc.
(incorporated herein by reference to Exhibit 21.1 to
Report on Form 10-K of Insignia Financial Group, Inc.
filed on March 29, 2000)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
Date: April 28, 2000 /s/ Adam B. Gilbert
-------------------
Adam B. Gilbert
Executive Vice President
<PAGE>
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of July 1, 1999 (this
"Amendment"), is made by and among Insignia/ESG, Inc., a Delaware corporation
(the "Company"), and Edward S. Gordon ("Executive").
WHEREAS, Executive is presently employed by the Company pursuant to an
Employment Agreement by and among Insignia Financial Group, Inc., the Company
(which is the successor in interest to all of the rights and obligations under
the Agreement, as amended, of Insignia/Edward S. Gordon Co., Inc., which was
formerly known as Insignia Buyer Corporation), and Executive, dated as of June
17, 1996 (the "Employment Agreement"), as amended by Amendment No. 1 thereto,
dated April 1, 1997 ("Amendment No. 1"); and
WHEREAS, Executive and the Company desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, Executive and Company
agree as follows:
1. DEFINED TERMS.
(a) All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in the Agreement.
(b) All references in the Agreement to the "Parent Company" are amended
to refer to Insignia Financial Group, Inc., which entity had previously been
known as Insignia/ESG Holdings, Inc.
(c) All references in the Agreement to the "Company" are amended to
refer to Insignia/ESG, Inc., except for that reference to the "Company" which
appears in Section 1 of the Agreement to describe the Asset and Stock Purchase
Agreement, dated June 17, 1996.
2. AMENDMENT TO SECTION 2(A). The first sentence of Section 2(a) of the
Agreement is replaced with the following sentence: "During the Employment
Period, Executive shall serve in the Office of the Chairman of the Parent
Company."
3. AMENDMENT TO SECTION 3(B)(I).
(a) The reference in Section 3(b)(i) to the "Company's gross revenues"
is amended to refer to the "gross revenues of the Company's Tri-State Region."
(b) The reference in Section 3(b)(i) to the "Company's earnings" is
amended to refer to the "earnings of the Company's Tri-State Region."
<PAGE>
(c) All references in Section 3(b)(i) to "EBITDA" and the "Company's
EBITDA" are amended to refer to "EBITDA for the Company's Tri-State Region."
4. AMENDMENT TO SECTION 3(D). Section 3(d) shall be amended to read, in its
entirety, as follows:
"(D) COMMISSIONS. For all transactions in which the commission is
earned on or after July 1, 1999 and in which Executive has a commission
participation, Executive shall receive a commission calculated by
multiplying the gross billings of the subject transaction by Executive's
commission participation and then multiplying the resulting product by
thirty (30%) percent. (For example, for a transaction in which the
commission is earned on or after July 1, 1999, and in which the gross
billings were $600,000 and Executive had a commission participation of 10%,
Executive would receive a commission in the amount of $18,000 (600,000 x
10% = $60,000; $60,000 x 30% = $18,000)). The commission participation of
Executive shall be determined by mutual agreement of Executive and the
Company broker(s) participating in the subject transaction. In the event a
mutual agreement cannot be reached, the Chief Executive Officer of the
Company shall determine Executive's commission participation, and that
determination shall be final and binding on Executive. Nothing herein shall
be deemed to require the Chief Executive Officer to make any determination
which is inconsistent with the Company's contractual obligations to the
broker(s) participating in the subject transaction. For purposes of this
provision the Company's determination of when a commission is earned shall
be final and binding. Expenses of Executive related to a transaction shall
be deducted from Executive's allocated portion of the commission (i.e.,
that amount determined by multiplying the gross billings of the subject
transaction by Executive's commission participation) for that transaction."
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
6. GOVERNING LAW. This Amendment and the Agreement, as amended by Amendment
No. 1, shall be governed by and construed in accordance with the laws of the
State of New York, without reference to the conflict of law provisions thereof.
7. NOTICES. All notices to the Company pursuant to the Agreement, as
amended by Amendment No. 1, shall be forwarded to:
Insignia/ESG, Inc.
200 Park Avenue
New York, New York 10166
Attention: General Counsel
2
<PAGE>
8. AFFIRMATION. Except as amended hereby, the Agreement, as amended by
Amendment No. 1, shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
INSIGNIA/ESG, INC.
By: /s/ Adam B. Gilbert
-------------------------------------
Name: Adam B. Gilbert
----------------------------------
Its: Senior Vice President
-----------------------------------
/s/ Edward S. Gordon
----------------------------------------
EDWARD S. GORDON
3
