
December 26, 2025
Dear Wesley,
As you know, in November 2025, the Board of Directors of Apartment Investment and Management Company (the “Company”) approved a plan of sale and liquidation (the “Plan of Sale and Liquidation”), conditioned on stockholder approval. It is expected that the Company will experience a change in control as a result of the asset sales that will occur as part of the Plan of Sale and Liquidation. Because your leadership is very important to the successful execution of our strategic plans, and in order to help mitigate the adverse impact on you of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with a change in control, the Company is offering you (i) accelerated payment of your estimated 2025 annual cash bonus in the amount of $1,470,000 (the “Bonus Prepayment”) and (ii) a retention award in the amount of $5,250,000 (the “Retention Award”) in lieu of potential change in control severance benefits, to ensure that the Company will have the benefit of your continued employment and your strong commitment to the Company. As described further below, in light of the Retention Award, the Employment Agreement entered into by and between Aimco Development Company, LLC and you on October 27, 2021 (the “Employment Agreement”) is amended by this letter agreement (this “Agreement”) to remove certain provisions providing for enhanced change in control cash severance. Capitalized terms used and not otherwise defined in this Agreement shall carry the definitions ascribed to them in the Employment Agreement.
In order to receive the Bonus Prepayment and Retention Award, you must agree to the potential repayment provisions set forth in this Agreement, which could apply in certain limited circumstances. In addition, the Bonus Prepayment and the Retention Award remain subject to any applicable compensation clawback or recoupment policy of the Company.
Effective as of the date hereof, the Employment Agreement is hereby amended so that:
(i) Sections E(2)(a) and E(3)(a) are removed in their entirety and (ii) the definition of “Separation Amount” in Exhibit A to the Employment Agreement is removed and replaced in its entirely with the following definition:
The “Separation Amount” is estimated to be $[AMOUNT], equal to your estimated COBRA Severance Payment and your Pro-Rata Bonus, less applicable tax withholdings.