73
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
AVATAR HOLDINGS INC.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
February 13, 1997
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Odyssey Partners, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
We are writing with respect to your employment by Avatar Holdings
Inc. (the "Company") as follows:
1. Employment. The Company agrees to employ you
and you agree to be employed by the Company commencing on
February 13, 1997 (the "Commencement Date") and ending on the
fifth anniversary thereof (unless sooner terminated as
hereinafter provided), on the terms and subject to the conditions
set forth in this agreement ("Agreement").
2. Duties.
(a) You shall continue to be nominated as a
director of the Company and, subject to your election thereto by
the Board of Directors or the stockholders of the Company, you
shall be employed as Vice Chairman of the Board of Directors of
the Company; and you shall also be employed as the President of
the Company. In such capacities, you shall serve as a senior
executive officer of the Company and shall have the duties and
responsibilities prescribed for such positions by the By-Laws of
the Company, and shall have such other duties and
responsibilities as may from time to time be prescribed by the
Board of Directors of the Company or the Executive Committee of
the Board of Directors, provided that such duties and
responsibilities are consistent with your positions as a senior
executive officer. In the event that during the term of your
employment hereunder your duties and responsibilities are
expanded or your title is changed (without reduction in status),
then in either or both events the rights and obligations under
this Agreement shall not be affected. In the performance of your
duties, you shall be subject to the supervision and direction of
the Board of Directors of the Company and the Executive Committee
of the Board of Directors.
73
74
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
(b) Subject to the term of your employment
hereunder, you shall devote your full working time and effort to
the proper performance of your duties and responsibilities as
Vice Chairman of the Board of Directors and President. You
hereby represent and warrant to the Company that you have no
obligations under any existing employment or service agreement
and that your performance of the services required of you
hereunder will not conflict with other existing obligations or
commitments. Nothing in this Agreement shall preclude you from
engaging, consistent with your duties and responsibilities
hereunder, in charitable and community affairs.
(c) You shall perform the services contemplated
hereunder at the principal executive office of the Company and at
such other locations as may be reasonably necessary to the
performance of such services, and you shall be required to
relocate your principal residence to the vicinity of the
principal executive offices of the Company as soon as practicable
after the Commencement Date.
3. Compensation.
(a) Base Salary. During the term of your
employment hereunder, the Company shall pay you, and you shall
accept from the Company for your services, a salary at the rate
of $450,000 per year during your first year of employment, which
rate of salary shall be increased (but not decreased) by $20,000
per year on each anniversary of the Commencement Date occurring
during the term of your employment hereunder ("Base Salary").
Such Base Salary shall be payable in accordance with the
Company's policy with respect to the compensation of executives.
(b) Annual Bonus. During the term of your
employment hereunder, the Company shall pay you, and you shall
accept from the Company for your services, in addition to your
Base Salary, an annual cash bonus of $500,000 ("Annual Bonus").
Such Annual Bonus shall be payable in accordance with the
Company's policy with respect to the compensation of executives,
but no later than 30 days after the applicable anniversary of the
Commencement Date.
(c) Deferred Compensation. You shall have the
right to defer receipt of some or all of the compensation which
you are entitled to receive hereunder by written notice to the
Company, which notice shall set forth the date to which you wish
to defer receipt of such compensation. If you elect to defer
receipt of all or any portion of the Base Salary and/or Annual
Bonus ("Deferred Compensation"), the amount due you shall be
adjusted periodically to reflect any interest that would be
realized with respect to the Deferred Compensation had it been
invested at the rate of interest announced publicly by Citibank,
N.A. in New York, New York, from time to time, as Citibank's base
rate. No specific assets of the Company shall be allocated or
segregated with respect to the Deferred Compensation and the
foregoing shall not be construed to create a trust of any kind or
a fiduciary relationship between the Company and you,
74
75
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
the executor or administrator of your estate or any other person.
Your right, or the right of your estate, to receive the Deferred
Compensation, as adjusted in accordance with this paragraph 3(c),
shall be no greater than the right of an unsecured general
creditor of the Company.
(d) Stock Option Arrangements. In consideration
of your executing this Agreement, the Company will recommend to
the Committee (as defined in the Company's Incentive and Capital
Accumulation Plan) that you be granted on the Commencement Date
an option (the "Option") to purchase an aggregate of 225,000
shares of common stock, $1.00 par value, of the Company (the
"Option Shares"), at an exercise price of $34 per share, pursuant
to the terms of the Nonqualified Stock Option Agreement and the
Incentive and Capital Accumulation Plan (the "Incentive Plan")
attached hereto as Exhibit A which shall be subject to the
approval of the stockholders of the Company.
(e) Expenses. During your employment, you will
be reimbursement for all reasonable expenses incurred by you
in performing your services hereunder, provided that you properly
account therefor in accordance with Company policy.
(f) Relocation and Temporary Living Expenses.
The Company agrees to pay all expenses, in an amount not to
exceed $30,000 in the aggregate, reasonably incurred by you
in relocating yourself and your family to the vicinity of the
principal executive offices of the Company, such relocation
expenses to include, but not be limited to, actual moving company
expenses, airfares and hotels. Pending such relocation, the
Company shall provide you and your family with temporary living
quarters in the vicinity of the principal executive offices of
the Company, suitable to your position with the Company as
provided in this Agreement, and shall pay your and your family's
commutation costs, all of which expenses shall not exceed $30,000
in the aggregate. You agree to provide adequate documentation to
the Company for all expenses relating to relocation, temporary
living quarters and commutation.
4. Vacations. During your employment, you
shall be entitled to three weeks paid vacation per year to be
taken at times consistent with the proper performance of your
duties on behalf of the Company. You shall also be entitled to
all paid holidays given by the Company to its senior executives.
5. Participation in Benefit Plans. You shall
be entitled to participate in and to receive benefits under all
the Company's employee benefit plans and arrangements (other
than plans relating to stock options, restricted stock, stock
appreciation rights, "phantom stock" or similar plans) in effect
on the date hereof, and you shall also be entitled to participate
in or receive benefits under any pension or retirement plan,
savings plan, or health-and-accident plan made available by the
Company in the future to its senior executives and other key
management employees, subject to and on a basis
consistent with the terms, conditions and overall
75
76
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
administration of such plans and arrangements and provided that
you meet the eligibility requirements thereof.
6. Other Offices. You further agree to serve
without additional compensation, if elected or appointed thereto,
as an officer or director of any of the Company's subsidiaries or
affiliates or as any other officer of the Company.
7. Termination.
(a) Death. Your employment hereunder shall
terminate upon your death.
(b) Disability. In the event of your permanent
disability (as hereinafter defined) during the term of your
employment hereunder, the Company shall have the right, upon
written notice to you, to terminate your employment hereunder,
effective upon the giving of such notice. For the purposes
hereof, "permanent disability" shall be defined as any physical
or mental disability or incapacity which renders you incapable of
fully performing the services required of you in accordance with
your obligations hereunder for a period of 120 consecutive days
or for shorter periods aggregating 120 days during any period of
twelve (12) consecutive months.
(c) Cause. The Company may terminate your
employment hereunder for "Cause". For the purposes hereof,
termination for "Cause" shall mean termination after:
(i) your commission of a material act
of fraud against the Company or its affiliates;
(ii) your conviction of (or pleading by
you of nolo contendere to) any crime which constitutes
a felony in the jurisdiction involved; or
(iii) the willful, repeated and
demonstrable failure by you substantially to perform
your duties over a period of not less than 30 days,
other than any such failure resulting from your
incapacity due to physical or mental illness, or
material breach of any of your obligations under this
Agreement, and your failure to cure such failure or
breach within 30 days after receipt of written notice
from the Chairman of the Board of Directors of the
Company.
(d) At End of Second Year. The Company shall have the
right to terminate your employment hereunder on the second
anniversary of the Commencement Date (without any reason
whatsoever) if communicated to you by a written Notice of
Termination (as hereinafter defined) at least 60 days prior to
the second anniversary of the Commencement Date, in
which event your compensation shall be paid in
accordance with paragraph 8 (f) hereof; provided,
76
77
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
however, that upon and following a Change of Control (as
hereinafter defined) occurring at any time prior to the second
anniversary of the Commencement Date, the Company shall no
longer have the right to terminate your employment pursuant
to this paragraph 7(d). For purposes of this paragraph 7(d), a
"Change in Control" of the Company shall be deemed to have
occurred upon any of the following events:
(1) A person or entity or group of persons or
entities, acting in concert, shall become the direct or
indirect beneficial owner (within the meaning of Rule 13d-3
of the Securities Exchange Act of 1934) of securities of the
Company representing fifty-one percent (51%) or more of the
combined voting power of the issued and outstanding common
stock of the Company (a "Significant Owner"), unless such
shares are originally issued to such Significant Owner by
the Company; or
(2) The majority of the Company's Board of Directors
is no longer comprised of (x) the incumbent directors who
constitute the Board of Directors on the date hereof and (y)
any other individual(s) who becomes a director subsequent to
the date hereof whose initial election or nomination for
election as a director, as the case may be, was approved by
at least a majority of the directors who comprised the
incumbent directors as of the date of such election or
nomination; or
(3) A sale of all or substantially all of the assets
of the Company, or a dissolution or complete liquidation of
the Company; or
(4) The Board of Directors shall approve any merger,
consolidation, or like business combination or
reorganization of the Company, the consummation of which
would result in the occurrence of any event described in
clauses (1) through (3) above, and such transaction shall
have been consummated; or
(5) Odyssey Partners, L.P. (or its successors or
distributees in liquidation) and ▇▇▇▇ ▇▇▇▇ shall sell or
otherwise dispose of its or his beneficial interest in all
or substantially all of the common stock of the Company
beneficially owned by them on the date hereof.
(e) Termination by You. You may terminate your
employment hereunder for Good Reason. For purposes of this
Agreement, "Good Reason" shall mean (A) the failure of the Board
of Directors to continue to recommend or elect, or the
stockholders of the Company to continue to elect, you as a
director of the Company throughout the term of your employment
hereunder, or the failure of the Board of Directors to elect you
or continue to elect you to the Executive Committee of the Board,
provided that if you are not so continued, the Company shall be
entitled to cure such failure within thirty (30) days after you
cease to serve as a director or a member of the Executive
Committee, as the case may be, (B) any assignment to you of any
material duties other than those contemplated by, or any
limitation of your powers or in any respect not contemplated by,
paragraph 2 hereof, provided that you first deliver written notice
77
78
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
thereof to the Chairman of the Board of Directors of the
Company and the Company shall have failed to cure such non-
permitted assignment or limitation within thirty (30) days after
receipt of such written notice, or (C) a reduction in your rate
of compensation, or a material reduction in your fringe benefits
or any other material failure by the Company to perform any of
its material obligations hereunder, provided that you first
deliver written notice thereof to the Chairman of the Board of
the Company and the Company shall not have cured such reduction
or failure within thirty (30) days after receipt of such written
notice.
(f) Any termination by the Company pursuant
to paragraphs (b),(c) or (d) above or by you pursuant to paragraph
(e) above shall be communicated by written Notice of Termination
to the other party hereto. For the purposes hereof, a "Notice of
Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your employment
under the provision so indicated.
(g) "Date of Termination" shall mean (i) if
your employment is terminated by your death, the date of your
death, (ii) if your employment is terminated for any other reason
(other than pursuant to paragraph (d) above), the date on which a
Notice of Termination is given, and (iii) if your employment is
terminated pursuant to paragraph (d) above, the date of the
second anniversary of the Commencement Date.
8. Compensation Upon Termination or During
Disability.
(a) If your employment shall be terminated by
reason of your death, the Company shall pay, to such person as
you shall designate in a notice filed with the Company, or, if
no such person shall be designated, to your estate as a lump sum
death benefit, an amount equal to any accrued but unpaid Base
Salary and a prorated Annual Bonus at the time of your death.
This amount shall be exclusive of and in addition to any payments
your widow, beneficiaries or estate may be entitled to receive
pursuant to any pension or employee benefit plan maintained by
the Company. Your designated beneficiary or the executor of your
estate, as the case may be, shall accept the payment provided for
in this paragraph 8 in full discharge and release of the Company
of and from any further obligations under this Agreement.
(b) During any period that you fail to perform
your duties hereunder as a result of incapacity due to physical
or mental illness, you shall continue to receive your full Base
Salary and a prorated Annual Bonus until your employment is
terminated pursuant to paragraph 7(b) hereof. If your employment
is terminated by the Company pursuant to paragraph 7(b), the
Company shall be discharged and released of and from any further
obligations under this Agreement. During any such period and
thereafter you shall continue to bear the obligations provided
for in paragraph 9 below in accordance with the terms of such
paragraph 9.
78
79
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
(c) If your employment shall be terminated for Cause
or you shall terminate your employment other than for Good
Reason, the Company shall pay you your full Base Salary through
the Date of Termination or the date on which you terminate your
employment at the rate in effect at the time Notice of
Termination is given or the date on which you terminate your
employment. The Company shall be discharged and released of and
from any further obligations under this Agreement. Thereafter,
you shall continue to have the obligations provided for in
paragraph 9 below. Nothing contained herein shall be deemed to
be a waiver by the Company of any rights that it may have against
you in respect of your actions which gave rise to the termination
of your employment for Cause.
(d) If the Company shall terminate your employment
other than pursuant to paragraphs 7(b), 7(c) or 7(d) hereof or if
you shall terminate your employment for Good Reason (whether or
not during the first two years of your employment hereunder, but
after the expiration of any applicable cure period), then
(i) The Company shall continue to pay
you your full Base Salary in accordance with normal
payroll practices and without interest through the
fifth anniversary of the Commencement Date at the rate
in effect at the time Notice of Termination is given in
accordance with paragraph 7(f) hereof;
(ii) The Company shall continue to pay
you your Annual Bonus in accordance with normal payroll
practices and without interest through the fifth
anniversary of the Commencement Date; and
(iii) The Company shall maintain in full
force and effect, for your continued benefit for the
full term of this Agreement, all employee benefit plans
and programs in which you were entitled to participate
immediately prior to the Date of Termination provided
that your continued participation is possible under the
general terms and provisions of such plans and
programs. In the event that your participation in any
such plan or program is barred, you shall be entitled
to receive an amount equal to the annual contributions,
payments, credits or allocations made by the Company to
you, to your account or on your behalf under such plans
and programs from which your continued participation is
barred.
(e) If the Company shall terminate your employment
hereunder other than pursuant to paragraphs 7(b), 7(c) or 7(d)
hereof, or if you shall terminate your employment pursuant to
paragraph 7(e) hereof, you agree, during the entire period of
time that you are entitled to receive any benefits pursuant to
paragraph 8(d) above, to make known your availability for
employment involving services of a nature substantially similar
and of a comparable stature to those performed by you on behalf
of the Company in a manner customary for executives holding
positions substantially similar and of a comparable stature to
your position with the Company. You agree to keep the Chairman of
the Board of the Company (or his designee) apprised
of your employment status during such period and ,
if requested, you will provide appropriate supporting
79
80
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
documentation with respect to the salary, bonuses or other
compensation earned by and benefits made available to you in
respect of such employment. In the event you secure employment
as described in this paragraph (e), the Company shall be entitled
to (i) deduct from the amounts payable to you pursuant to
paragraphs 8(d)(i) and 8(d)(ii) above (excluding any accrued but
unpaid Annual Bonus through the date of termination) any salary,
bonuses or other compensation paid to you in connection
with such employment and (ii) terminate your participation
in (and shall not be required to pay you any sums in respect of)
any employee benefit plans and programs described in paragraph
8(d)(iii) that are substantially similar to any employee benefit
plans and programs in which you participate in connection with
such new or existing employment. You agree promptly to repay
to the Company any amounts paid to you by the Company pursuant
to paragraphs 8(d)(i) and 8(d)(ii) which the Company was entitled
to deduct from such amounts pursuant to this paragraph (e).
(f) If the Company shall terminate your employment
hereunder pursuant to paragraph 7(d) hereof, then
(i) The Company shall pay you your full Base
Salary and Annual Bonus through the Date of Termination
(it being understood that you shall receive a full
Annual Bonus for both the first and second years);
(ii) The Company shall pay you as severance, an
aggregate amount of $450,000, which is to be paid over
the twelve months following the Date of Termination in
equal installments at such times salaries are payable
in accordance with normal payroll practices of the
Company; and
(iii) the Company shall be discharged and released
of and from any other further obligations under this
Agreement.
9. Restrictive Covenants and Confidentiality;
Injunctive Relief.
(a) You agree, as a condition to the performance by
the Company of its obligations hereunder, particularly its
obligations under paragraph 3 hereof, that during the term of
your employment hereunder and during the further period of one
(1) year after the termination of such employment, you shall not,
without the prior written approval of the Board of Directors of
the Company, directly or indirectly through any other person,
firm or corporation:
(i) Solicit, raid, entice or induce any
person, firm or corporation that presently is or at any
time during the term of your employment hereunder shall
be a customer of the Company, or any of its subsidiary
companies, to become a customer of any other person,
firm or corporation, and you shall not approach
any such person, firm or corporation for such purpose
or authorize or knowingly approve the taking
of such actions by any other person; or
80
81
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
(ii) Solicit, raid, entice or induce any
person that presently is or at any time during the term
of your employment hereunder shall be an employee of
the Company, or any of its subsidiary companies, to
become employed by any person, firm or corporation, and
you shall not approach any such employee for such
purpose or authorize or knowingly approve the taking of
such actions by any other person.
(b) Recognizing that the knowledge, information and
relationship with customers, suppliers, and agents, and the
knowledge of the Company's and its subsidiary companies' business
methods, systems, plans and policies which you shall hereafter
establish, receive or obtain as an employee of the Company or its
subsidiary companies, are valuable and unique assets of the
respective businesses of the Company and its subsidiary
companies, you agree that, during and after the term of your
employment hereunder, you shall not (otherwise than pursuant to
your duties hereunder) disclose, without the prior written
approval of the Board of Directors of the Company, any such
knowledge or information pertaining to the Company or any of its
subsidiary companies, their business, personnel or policies, to
any person, firm, corporation or other entity, for any reason or
purpose whatsoever. The provisions of this paragraph 9 shall not
apply to information which is or shall become generally known to
the public or the trade (except by reason of your breach of your
obligations hereunder), information which is or shall become
available in trade or other publications, information known to
you prior to entering the employ of the Company, and information
which you are required to disclose by order of a court of
competent jurisdiction (provided that prior to your disclosure of
any such information you shall provide the Company with
reasonable notice and a reasonable opportunity to seek a
protective order to prevent such disclosure).
(c) The provisions of this paragraph 9 shall survive
the termination of your employment hereunder, irrespective of the
reason therefor.
(d) You acknowledge that the services to be rendered
by you are of a special, unique and extraordinary character and,
in connection with such services, you will have access to
confidential information vital to the Company's and its
subsidiary companies' businesses. By reason of this, you consent
and agree that if you violate any of the provisions of this
Agreement with respect to diversion of the Company's or its
subsidiary companies' customers or employees, or confidentiality,
the Company and its subsidiary companies would sustain
irreparable harm and, therefore, in addition to any other
remedies which the Company may have under this Agreement or
otherwise, the Company shall be entitled to an injunction
restraining you from committing or continuing any such violation
of this Agreement.
10. Deductions and Withholdings. The Company shall be
entitled to withhold any amounts payable under this Agreement on
account of payroll taxes and similar matters as are required by
applicable law, rule or regulation of appropriate governmental
authorities.
81
82
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
11. Successors; Binding Agreement.
(a) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance
reasonably satisfactory to you, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same
terms as you would be entitled to hereunder if you terminated
your employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As
used in this Agreement, "Company" shall include any successor to
the Company's business and/or assets as aforesaid which executes
and delivers the agreement provided for in this paragraph 11 or
which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law. Except as set forth above,
the Company may not assign this Agreement or any of its rights or
obligations hereunder, without your prior written consent.
(b). This Agreement and all your rights here under
shall inure to the benefit of and be enforceable by your personal
or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If you should die
while any amounts would still be payable to you hereunder if you
had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of
this Agreement to your devisee, legatee, or other designee or, if
there be no such designee, to your estate. Your obligations
hereunder may not be delegated and except as otherwise provided
herein relating to the designation of a devisee, legatee or other
designee, you may not assign, transfer, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any of your
rights hereunder, and any such attempted delegation or
disposition shall be null and void and without effect.
(c). This Agreement has been duly authorized by the
Company, and constitutes the legal, valid and binding obligation
of the Company, enforceable against it in accordance with its
terms. You agree that this Agreement constitutes your legal,
valid and binding obligation and is enforceable against you in
accordance with its terms.
12. Notice. For the purposes of this Agreement,
notices and all other communications provided for shall be in
writing and shall be deemed to have been duly given when
delivered or mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as
follows:
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83
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
If to you:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Company:
Avatar Holdings Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chairman of the Board
or to such other address as any party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.
13. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by you
and by the Company. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior
or subsequent time. This Agreement constitutes the complete
understanding between the parties with respect to your employment
and no agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
the State of Florida.
14. Validity; Stockholder Approval of Incentive Plan.
(a). The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
(b). The Company hereby undertakes to submit the
Incentive Plan for approval by stockholders at the Company's next
annual meeting or at a special meeting within nine months of the
date hereof. If the stockholders fail to approve the Incentive
Plan at such annual meeting (or any adjournment thereof), you may
terminate your employment hereunder by communicating a written
Notice of Termination to the Company within thirty (30) days
following such annual meeting (or any adjournment thereof) at
which stockholders failed to approve the Incentive Plan. If you
so terminate your employment, the Company shall pay you your full
Base Salary and a prorated Annual Bonus through the date on which
you terminate your employment, and you and the Company shall
be discharged and released of and from any further
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84
Exhibit 10(g) Employment Agreement between Avatar Holdings
Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -- continued
obligations under this Agreement. If you shall not provide a
written Notice of Termination on a timely basis, then this
Agreement shall remain in full force and effect, except that the
Company shall have be discharged and released of and from any
further obligation under paragraph 3(d) of this Agreement.
15. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the
same instrument.
If the foregoing is satisfactory, would you please so
indicate by signing and returning to the Company the enclosed
copy of this letter whereupon this will constitute our agreement
on the subject.
AVATAR HOLDINGS INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇
Chairman of the Board
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
84