Common use of Termination of Employment Change of Control Clause in Contracts

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 the date hereof to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) is the number of whole months from the date hereof to December 31, 2005 and (y) 25,000 50,000 or (ii) 12,500 25,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and Stockholder Approval has been obtained on or before December 31, 2001, and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 25,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty seventy-two (6072) and (y) 25,000 50,000 or (ii) 12,500 25,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 25,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "permanent disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc.the Company, dated as of March 627, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's ’s employment with the Company is terminated by the Company for "“cause" ” (as defined below) or by the Participant for other than "“good reason" ” (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's ’s employment with the Company is terminated by the Company other than for "“cause"”, or is terminated by the Participant for "“good reason"”, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's ’s employment with the Company is terminated by the Company for reason of the Participant's "’s “permanent disability" ” (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 2004 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 25,000 10,000 or (ii) 12,500 5,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If Notwithstanding anything to the contrary contained herein, if the Participant's ’s employment with the Company is terminated by Participant's ’s death or “permanent disability disability” prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's ’s termination for death or "“permanent disability"”, 12,500 5,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the following terms "cause", "good reason" and "disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following eventsmeanings:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if in this Agreement to the Participantcontrary, in the event of the termination of the employment of Employee's employment with under the Company is terminated by the Company for Agreement, absent "cause" (as defined below) or by the Participant for other than "good reasonJust Cause" (as defined below), the Participant Employee shall forfeit all Units granted be paid an amount equal to the Participant pursuant product of 2.999 times Employee's average annual aggregate taxable compensation paid by the Bank and/or the Parent to Section 2(a) hereof, if anyEmployee, as reported, or to be reported, on IRS Form W-2, box 1, for the most recently completed five calendar years ending on, or before, the date of such Change in Control (the "Severance Payment"). The annual aggregate compensation amount shall be annualized for any year within the 5-year period that is less than a full calendar year, and any year in which no taxable income was paid shall be disregarded The calculated sum shall be paid to Employee in one (1) lump sum not later than the date of termination and such payments shall be in lieu of employment. (ii) if compensation that Employee would otherwise have been entitled to receive as a Bank employee. Additionally, Employee and his or her eligible dependents shall remain eligible to participate in the Participant's employment with the Company is terminated health insurance programs offered by the Company Bank, its successor(s) or assign(s), to its employees through the remaining term of the Agreement, but in no event for a period of less than eighteen months; provided that Employee shall reimburse the Bank or any successor entity for the COBRA costs associated with continuation of such insurance coverage. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other than for "cause", or is terminated payments to be made to Employee by the Participant for Bank, the Parent, any successor to or assignee of their respective liabilities, shall be deemed to be an "good reason", all Units granted to the Participant excess parachute payment" pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason 280G of the Participant's "permanent disability" (as defined below), the number Internal Revenue Code of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 20031986, as amended or restated from time to time. (bthe "Code") In the event of a Change of Control (as defined below), all Units granted and be subject to the Participant pursuant to excise tax provided at Section 2(a4999(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:Code.

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty seventy-two (6072) and (y) 25,000 15,000 or (ii) 12,500 7,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 7,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "permanent disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc.the Company, dated as of March 627, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty seventy-two (6072) and (y) 25,000 23,700 or (ii) 12,500 11,850 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 11,850 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "permanent disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc.the Company, dated as of March 627, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty seventy-two (6072) and (y) 25,000 20,000 or (ii) 12,500 10,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 10,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "permanent disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc.the Company, dated as of March 627, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's ’s employment with the Company is terminated by the Company for "“cause" ” (as defined below) or by the Participant for other than "“good reason" ” (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's ’s employment with the Company is terminated by the Company other than for "“cause"”, or is terminated by the Participant for "“good reason"”, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's ’s employment with the Company is terminated by the Company for reason of the Participant's "’s “permanent disability" ” (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 2004 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 25,000 12,500 or (ii) 12,500 6,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If Notwithstanding anything to the contrary contained herein, if the Participant's ’s employment with the Company is terminated by Participant's ’s death or “permanent disability disability” prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's ’s termination for death or "“permanent disability"”, 12,500 6,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's ’s estate or the person or persons to whom the deceased Participant's ’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the following terms "cause", "good reason" and "disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following eventsmeanings:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event of the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent permanently disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 after the Grant Date to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) is the number of whole months from the Grant Date until February 13, 2002 and (y) 25,000 or (ii) 12,500 Units100,000, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:deceased

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty seventy-two (6072) and (y) 25,000 16,300 or (ii) 12,500 8,150 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 8,150 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "permanent disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc.the Company, dated as of March 627, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events:

Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein: (i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1December 7, 2003 1998 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) is the number of whole months from December 7, 1998 to December 31, 2005 and (y) 25,000 100,000 or (ii) 12,500 50,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or "permanent disability disability" prior to the Grant Date and Stockholder Approval has been obtained on or before December 31, 2001, and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 Units 50,000 units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reason" and "disability", shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 2003, as amended or restated from time to time. (b) In the event of a Change of Control (as defined below), all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. For purposes of this Section 4(b), the term "Change of Control" shall mean any of the following events: