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Exhibit 10(r)
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made as of
February 15, 1999, between Avatar Properties Inc., a Florida corporation (the
"Company"), and Xxxxxxx Xxxx (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee is currently employed as Chief Operating
Officer and Executive Vice President of the Company pursuant to an Employment
Agreement, dated as of December 4, 1997 (the "Agreement"); and
WHEREAS, the Company and the Employee wish to provide for
certain modifications to the Agreement, all upon the terms hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. Section 2 of the Agreement is hereby amended to delete the
first sentence thereof and substitute the following sentence: "During the Term
of Employment, the Employee shall serve as the Company's President, and shall
perform such duties, functions and responsibilities as are customarily
associated with and incident to the position of President and as the Company
may, from time to time, require of him, including, but not limited to, the
performance of such functions and duties for the Company's subsidiaries and
affiliates as the Company may require, subject to the direction of the Company's
Board of Directors."
2. Section 3(a) of the Agreement is hereby amended to delete
the second sentence thereof and substitute therefor the following sentence: "On
an annual basis or at such other times as the Company may determine, the
Employee's base salary shall be reviewed, and in the sole discretion of the
Board of Directors of the Company, the Company may increase (but not decrease)
the Employee's base salary."
3. Section 3(d) of the Agreement and all references thereto
are hereby deleted in their entirety. The Employee hereby relinquishes any and
all rights to receive a "carried interest" pursuant to Section 3(d) of the
Agreement with respect to any investment hereafter made by the Company or Avatar
Holdings Inc. ("Avatar") and
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acknowledges that none of the Company, Avatar and their affiliates shall have
any further obligation with respect thereto.
4. Section 5(b) of the Agreement is hereby amended to read in
its entirety as follows: "For purposes of this Agreement, the "Disability" of
the Employee shall mean the Employee's inability, because of mental or physical
illness or incapacity, whether total or partial, to perform one or more material
functions of the Employee's employment under this Agreement with or without
reasonable accommodation and which entitles the Employee to receive benefits
under a disability plan or program that is provided to the Employee pursuant to
Section 3(b)."
5. This amendment shall be effective February 15, 1999. Except
as modified by this amendment, the Agreement remains in full force and effect in
accordance with its terms.
6. This amendment may be signed in one or more counterparts,
each of which shall constitute an original, but all of which, when taken
together, shall constitute one and the same instrument.
7. This amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
AVATAR PROPERTIES INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
/s/ Xxxxxxx Xxxx
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Employee
Name: Xxxxxxx Xxxx
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