Item 1.01 – Entry into a Material Definitive Agreement
Amendment of Wind-Down Entity’s LLC Agreement
On
Amendment to Limited Liability Company Agreement of the Wind-Down Entity (the
“LLC Agreement Amendment”). Pursuant to the LLC Agreement Amendment, the number
of members of the
has been reduced from three to two, effective upon the resignation of
Chin
WDE Board will be composed of its two existing members
Freddie Reiss
Part-Time Employment Agreements
On
Agreements with two of its executive officers: its Chief Financial Officer
and Chief Investment Officer David Mark Kemper II (the “Kemper Part-Time
Agreement”). The Part-Time Agreements were entered into in order to consolidate
management functions and reduce management costs in light of the substantially
reduced real estate portfolio.
Fong Part-Time Agreement. Pursuant to the Fong Part-Time Agreement, the
Wind-Down Entity has agreed to employ
basis as the Wind-Down Entity’s Chief Executive Officer and Chief Financial
Officer effective
Chief Financial Officer of the Wind-Down Entity continues to be governed by her
existing employment agreement with the Wind-Down Entity through
2022
The Fong Part-Time Agreement establishes an initial term of part-time employment
commencing on
terminated earlier. The initial term thereafter is subject to automatic renewal
until terminated. The Fong Part-Time Agreement sets forth
Chief Executive Officer and Chief Financial Officer and her compensation and
rights to reimbursement of costs and expenses and indemnification. The Fong
Part-Time Agreement is terminable by the death of
Wind-Down Entity or
advance written notice.
Kemper Part-Time Agreement. Pursuant to the Kemper Part-Time Agreement, the
Wind-Down Entity has agreed to employ
basis as the Wind-Down Entity’s Chief Operating Officer effective
2023
Chief Investment Officer continues to be governed by his existing employment
agreement with the Wind-Down Entity through
employment under such agreement will terminate.
The Kemper Part-Time Agreement establishes an initial term of part-time
employment commencing on
unless terminated earlier. The initial term thereafter is subject to automatic
renewal until terminated. The Kemper Part-Time Agreement sets forth
Kemper’s
reimbursement of costs and expenses and indemnification. The Kemper Part-Time
Agreement is terminable by the death of
Entity or
written notice.
Item Departure of Directors or Certain Officers; Election of Directors;
5.02 – Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Resignation of Current CEO. On
resignation as Chief Executive Officer of the Wind-Down Entity and notice of
termination of his employment under his Part-Time Employment Agreement with the
Wind-Down Entity (the “Chin Agreement”), with such resignation and termination
of employment to be effective as of
in order to consolidate management functions and reduce management costs in
light of the substantially reduced real estate portfolio. Pursuant to the Chin
Agreement,
his salary at the monthly rate of
termination and employee benefits through the effective date of termination.
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Appointment of New CEO/CFO. On
W. Fong
2023
Wind-Down Entity and its subsidiaries, a position in which she has served since
Advisors, LLC
consulting services to public and private real estate companies, institutional
investors, developers, operators and lenders.
experience in the real estate industry, including knowledge of many aspects of
real estate development, acquisitions, dispositions, transaction structuring,
workouts and restructuring and capital access.
at
Estate in 2000 and earned her Bachelor of Arts in Economics from
College
Compensatory Arrangements for New CEO/CFO. As described in Item 1.01 above, the
Wind-Down Entity has entered into the Fong Part-Time Agreement with its Chief
Financial Officer
commencing
continue to serve as the Wind-Down Entity’s Chief Financial Officer and will
commence service as the Wind-Down Entity’s Chief Executive Officer. In the Fong
Part-Time Agreement, the Wind-Down Entity acknowledges
receipt, on
of the retention bonus and the wind-down bonus to which she is entitled under
her prior employment agreement with the Wind-Down Entity and to accrued but
unused vacation time as of
period commencing
employment under her previous employment agreement with the Wind-Down Entity.
As Chief Executive Officer and Chief Financial Officer,
devote at least 30 hours a week to the Wind-Down Entity on a non-exclusive basis
and will be entitled to a monthly salary of
entitled to participate in any bonus program in respect of periods after
1, 2023
participate in the Wind-Down Entity’s health, dental, vision and life insurance
benefit plans. Upon any termination of
Part-Time Agreement,
effective date of termination and employee benefits through the effective date
of termination (but not thereafter). Additionally, if
under the Fong Part-Time Agreement is terminated prior to
either by the Company without Cause (as defined in the Fong Part-Time Agreement)
or by
Fong
salary multiplied by the number of months between the date of such termination
and
Elimination of CIO. As described in Item 1.01 above, the Wind-Down Entity has
entered into the Kemper Part-Time Agreement with its Chief Operating Officer and
Chief Investment Officer David Mark Kemper II. In connection with the Kemper
Part-Time Agreement, on
the Wind-Down Entity’s Chief Investment Officer, effective as of
2022
Compensatory Arrangements for COO. As described in Item 1.01 above, the
Wind-Down Entity has entered into the Kemper Part-Time Agreement with its Chief
Operating Officer and Chief Investment Officer David Mark Kemper II. Pursuant
to the Kemper Part-Time Agreement, commencing
cease to be obligated to provide any services as Chief Investment Officer and,
on a part-time, nonexclusive basis, will continue to serve as the Wind-Down
Entity’s Chief Operating Officer. In the Kemper Part-Time Agreement, the
Wind-Down Entity acknowledges
2023
and the wind-down bonus to which he is entitled under his prior employment
agreement with the Wind-Down Entity and to accrued but unused vacation time as
of
commencing
under his previous employment agreement with the Wind-Down Entity.
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As Chief Operating Officer,
a week to the Wind-Down Entity on a non-exclusive basis and will be entitled to
a monthly salary of
any bonus program in respect of periods after
paid vacation.
Entity’s health, dental, vision and life insurance benefit plans. Upon any
termination of
Kemper
termination and employee benefits through the effective date of termination (but
not thereafter). Additionally, if
Part-Time Agreement is terminated prior to
Company without Cause (as defined in the Kemper Part-Time Agreement) or by
Kemper
Kemper
monthly salary multiplied by the number of months between the date of such
termination and
The foregoing descriptions of the LLC Agreement Amendment, the Fong Part-Time
Agreement and the Kemper Part-Time Agreement are not intended to be complete
summaries of such agreements, and such descriptions are qualified in their
entirety by reference to the LLC Agreement Amendment filed herewith as Exhibit
10.1, the Fong Part-Time Agreement filed herewith as Exhibit 10.2, and the
Kemper Part-Time Agreement filed herewith as Exhibit 10.3 to this Current Report
on Form 8-K.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
10.1 First Amendment to Limited Liability Company Agreement of
Woodbridge Wind-Down Entity LLC dated November 30, 2022 by
Woodbridge Liquidation Trust
10.2 Part-Time Employment Agreement dated November 30, 2022 between
Woodbridge Wind-Down Entity LLC and Marion W. Fong
10.3 Part-Time Employment Agreement dated November 30, 2022 between
Woodbridge Wind-Down Entity LLC and David Mark Kemper II
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