Management Change/Compensation, Changes in Control (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In order to further incentivize and promote the retention of certain key officers during the Company's efforts to market its remaining wholly-owned properties for sale and monetize its remaining joint venture investments, on December 4, 2025, the Company entered into amendments (each, an "Amendment") to the existing Employment Agreement, dated as of August 28, 2024, with Gerald R. Morgan, the Company's Chief Financial Officer (the "Morgan Employment Agreement") and Employment Agreement, dated as of April 8, 2024, with Aaron M. Kitlowski, the Company's General Counsel (the "Kitlowski Employment Agreement" and, together with the Morgan Employment Agreement, the "Employment Agreements").

Under the Employment Agreements, Messrs. Morgan and Kitlowski (each, an "Officer") were previously eligible, in the case of any "double-trigger" qualifying termination of employment occurring after the date of a Change in Control of the Company (as described and defined in the Employment Agreements to include, but not be limited to, a sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company), to receive (among other compensation and benefits) cash severance payments of $600,000 and $1.5 million, respectively. In general, the Amendments changed the potential cash severance payment for each Officer following a Change in Control of the Company to a multiple of 2.5 times the sum of (i) such Officer's applicable annual base salary rate plus (ii) such Officer's three-year average annual cash incentive or bonus payout, subject to certain exceptions or details, all as further described in the Amendments. The Amendments also made certain other conforming, descriptive or clarification changes to the Employment Agreements, as further described in the Amendments.