EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of December 23, 2002 (this "Agreement"), is
by and between American Home Mortgage, Inc., a New York corporation having a
place of business at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (the "Company"),
and Xxxx Xxxx, [address omitted] (the "Executive").
Whereas the Company wishes to assure itself of the services of the
Executive, and the Executive desires to be employed by the Company, upon the
terms and conditions hereinafter set forth.
Now, therefore, the Company and the Executive hereby agree as
follows:
1. Employment. The Company agrees to employ the Executive, and the
Executive hereby accepts such employment by the Company during the term set
forth in Section 2 and on the other terms and conditions of this Agreement.
2. Term. The term of this Agreement shall commence on January 2,
2003, and shall continue until four weeks after the resignation or discharge of
the Executive.
3. Position, Duties and Responsibilities, Rights.
(a) During the term of this Agreement, the Executive shall serve as,
and be elected to and hold the office and title of General Counsel. As such, the
Executive shall report to the Chief Executive Officer of the Company (the
"CEO"), and other executives designated by the CEO, if any, and shall have all
of the powers and duties usually incident to the office of General Counsel.
(b) During the term of this Agreement, the Executive agrees to
devote substantially all the Executive's time, efforts and skills to the affairs
of the Company during the Company's normal business hours, except for vacations,
illness and incapacity, but nothing in this Agreement shall preclude the
Executive from devoting reasonable periods to (i) manage the Executive's
personal investments, (ii) participate in professional, educational, public
interest, charitable, civic or community activities, including activities
sponsored by trade organizations, and (iii) serve as a director or member of an
advisory committee of any corporation not in competition with the Company or any
of its subsidiaries, or as an officer, trustee or director of any charitable,
educational, philanthropic, civic, social or industry organizations, or as a
speaker or arbitrator; provided, however, that the performance of the
Executive's duties or responsibilities in any of such capacities does not
materially interfere with the regular performance of the Executive's duties and
responsibilities hereunder.
4. Place of Performance. In connection with the Executive's
employment by the Company, the Executive shall be based in Melville, New York,
and shall not be required to be absent from there on travel status or otherwise
for more than a reasonable time each year as necessary or appropriate for the
performance of the Executive's duties hereunder.
5. Compensation.
(a) During the term of this Agreement, the Company shall pay the
Executive, and the Executive agrees to accept a base salary at the rate of not
less than $250,000.00 per year (the annual base salary as increased from time to
time during the term of this Agreement being hereinafter referred to as the
"Base Salary"). The Base Salary shall be paid in installments no less frequently
than monthly. Any increase in Base Salary or other compensation shall not limit
or reduce any other obligation of the Company hereunder, and once established at
an increased specified rate, the Executive's Base Salary hereunder shall not
thereafter be reduced.
(b) During the term of this Agreement, the Company shall, after the
close of each calendar year, pay the Executive an objective achievement bonus,
the amount of which will be determined by the CEO. To determine the amount of
the objective achievement bonus for a given year, the CEO will consider whether
the Executive achieved the objectives set forth in the Executive's business plan
for that calendar year. If the CEO determines that the objectives were achieved,
the CEO will award the Executive an objective achievement bonus of $33,333.33.
If the objectives were surpassed, the CEO may award a greater amount, if the
objectives were only partially achieved, the CEO may award a lesser amount.
Objective achievement bonuses for a given year will be paid no later than the
last day of March of the succeeding year.
(c) During the term of this Agreement, the Company shall, after the
close of each calendar year, pay the Executive a company performance award the
amount of which will be determined by the CEO. To determine the amount of the
company performance award for a given year, the CEO will consider the Company's
performance relative to the Company's peer group performance. The amount of the
company performance award will be targeted at $33,333.33, but may be a greater
or lesser amount. Company performance bonuses for a given year will be paid no
later than the last day of March of the succeeding year.
(d) During the term of this Agreement, the Company shall pay the
Executive, a management evaluation bonus the amount of which will be determined
by the CEO. The amount of the management evaluation bonus will be targeted at
$33,333.34, but may be a greater or lesser amount. The CEO will determine the
actual amount of the management evaluation bonus for a given year based on the
CEO's evaluation of the Executive's overall performance during the year.
Management evaluation bonuses for a given year will be paid no later than the
last day of March of the succeeding year.
(e) For calendar year 2003 the minimum amount the Company shall pay
the Executive pursuant to subparagraphs 5(b), 5 (c) and 5(d) herein will be
$75,000.
(f) Notwithstanding anything to the contrary, the Executive will not
be entitled to any unpaid bonuses if he is no longer an employee of the Company.
(g) The Executive shall be entitled to fringe benefits, including,
without limitation, health, dental, 401(k) and optional life and long term
disability coverage, in each case at least equal to, and on the same terms and
conditions as, those attached to the Executive's office on the date hereof, as
the same may be improved from time to time during the term of this Agreement, as
well as to reimbursement, upon proper accounting, of all reasonable expenses and
disbursements incurred by the Executive in the course of the Executive's duties.
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6. Termination of Employment. The employment created hereby is at
will. The Company may terminate this Agreement by discharging the Executive. The
Executive may terminate this Agreement by resigning with four weeks notice to
the Company. Discharge or resignation may be for any reason or for no reason. If
the company chooses to discharge the Executive, it will deliver a letter of
discharge pursuant to the notice provisions of section 9. If the Executive
chooses to resign, the Executive will deliver a letter of resignation pursuant
to the notice provisions of section 9. If the Company terminates this Agreement
without cause prior to the first anniversary of this Agreement, the Company will
pay the Executive a severance award equal to four months base salary.
7. Entire Agreement; Amendment.
(a) This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes any and all other
agreements between the parties, their predecessors and affiliates.
(b) Any amendment of this Agreement shall not be binding unless in
writing and signed by both (i) the CEO and (ii) the Executive.
8. Enforceability. In the event that any provision of this Agreement
is determined to be invalid or unenforceable, the remaining terms and conditions
of this Agreement shall be unaffected and shall remain in full force and effect,
and any such determination of invalidity or enforceability shall not affect the
validity or enforceability of any other provision of this Agreement.
9. Notices. All notices which may be necessary or proper for either
the Company or the Executive to give to the other shall be in writing and shall
be sent by hand delivery, registered or certified mail, return receipt requested
or overnight courier, if to the Executive, to him at [address omitted] and, if
to the Company, to it at its principal executive offices at 000 Xxxxxxxxxxx
Xxxx, Xxxxxxxx, XX 00000, Attention: Human Resources Officer, with a copy to
Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx Xxxxxxxxxx, Esq., and shall be deemed given when sent. Either
party may by like notice to the other party change the address at which it is to
receive notices hereunder.
10. Non-Disparagement, Non-Solicitation, Confidential Information.
The Company and the Executive agree that neither will disparage the other and
that their representatives will not disparage either party hereto. The Executive
agrees that for a period of one (1) year following the termination of this
Agreement, the Executive will not solicit any employee of the Company to leave
the Company or hire any employee of the Company. The Company and the Executive
agree to keep the terms of this Agreement confidential except that the Executive
may divulge the terms of this Agreement to the Executive's spouse, attorney,
financial advisor and accountant provided they agree to keep the terms of this
Agreement confidential. The Executive agrees to protect, not disclose, and not
use for the Executive's benefit any confidential information or trade secrets
belonging to the Company, including information regarding proprietary procedures
and techniques, accounts, or personnel (excepting information that was already
disclosed by the Company or otherwise was made public other than by breach of
this Agreement by the Executive). The preceding two sentences shall not apply to
disclosures required due to the laws or regulations of governments, or the
orders of courts having jurisdiction over the Company and the Executive. This
section 10 shall survive the termination of this Agreement.
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11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE
ENFORCEABLE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
American Home Mortgage, Corp.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
/s/ Xxxx Xxxx
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Xxxx Xxxx
