Atlantic Gulf Communities Corporation Exhibit to the 1997 Form 10-K Exhibit (c)
10(iii) 9. Modification of Employment Agreement Between the Company and J.
Xxxxx Xxxxxxxxxx Dated December 27, 1997
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December 27, 1997
J. Xxxxx Xxxxxxxxxx
President and
Chief Executive Officer
Atlantic Gulf Communities Corporation
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000-0000
Re: Employment Agreement dated as of November 17, 1997 between
Atlantic Gulf Communities Corporation (the "Company") and J.
Xxxxx Xxxxxxxxxx (the "Executive"), as modified by a letter
agreement dated November 26, 1997 between the Company and the
Executive (as modified and including the Schedule and Exhibit
thereto, the "Agreement")
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Dear Xx. Xxxxxxxxxx:
This letter is to modify, as set forth below, the Agreement. The
Agreement, as modified hereby, remains in full force and effect. (Any
capitalized terms used but not defined herein shall have the meaning ascribed to
them in the Agreement.)
A. Section 4.5(a) of the Agreement, as modified by paragraph 3 of the
above-referenced November 26 letter agreement regarding the Agreement, is hereby
modified by the deletion of the entire text thereof and substituting therefor
the following:
(a) (i) Subject to compliance with the other provisions hereof and
applicable law, including any applicable margin requirements established by the
Federal Reserve Board ("Margin Requirements"), the Company shall, upon the
Executive's request, make loans to the Executive, from time to time, of up to an
aggregate of One Hundred Ninety-Nine Thousand ($199,000) in 1997 and of up to an
aggregate of One Hundred Ninety-Nine Thousand ($199,000) in 1998, provided all
of such borrowed funds are concurrently or immediately thereafter used by the
Executive to purchase Company common stock in the NASDAQ National Market or in
one or more private transactions with third parties (the "Recourse Loans").
(ii) In addition, but subject to prior approval by the Company's
shareholders, which approval shall be a majority of the total votes cast on the
matter in person or by proxy, the Executive shall
J. Xxxxx Xxxxxxxxxx, President and
Chief Executive Officer
Page 2
purchase from the Company common stock of the Company having a market value, as
of the date on which the shares are purchased, equal to Six Hundred Thousand
Dollars ($600,000). Subject to compliance with the other provisions hereof and
applicable law, including any applicable Margin Requirements, the Company shall
make a loan to the Executive for the full amount of the Six Hundred Thousand
($600,000) Dollar purchase price for the Company common stock to be purchased
from the Company (the "$600,000 Loan"). Notwithstanding anything to the contrary
contained herein, the Executive may not purchase any Company common stock from
the Company with proceeds from the $600,000 Loan unless the Stock Incentive Plan
and Agreement is approved by a majority vote of the Company's shareholders in
satisfaction of Section 162(m) of the Internal Revenue Code.
(iii) The Recourse Loans and the $600,000 Loan (collectively the
"Loans") shall be secured by one or more pledges of the Company common stock
purchased by the Executive with the proceeds from the Loans, all subject to
applicable Margin Requirements. The Recourse Loans shall be on a recourse basis
as to the Executive and the $600,000 Loan shall be a nonrecourse loan as to the
Executive. The term of each of the Loans shall be for five (5) years, payable in
annual installments of interest only, with all unpaid principal and interest
payable on maturity, and the interest rate of the Loans shall be the prime rate
as published in THE WALL STREET JOURNAL from time to time. In addition to other
customary events of default, the Loans shall become due and payable in full upon
(1) the termination by the Company of Executive's employment with the Company
hereunder for cause (as defined in Section 5.1 hereof), or (2) the termination
by Executive of his employment with the Company hereunder. The terms and
conditions of all promissory notes evidencing the Loans, and the terms and
conditions of all pledge agreements evidencing the pledge of Company common
stock as security for the Loans, shall be in a form satisfactory to the Company.
The above-mentioned promissory note and pledge agreement terms and conditions
will include, as the Company may request, cross-collateralization provisions
under which, among other things, (1) Common Stock purchased with proceeds from
one Loan will also secure the other Loans and (2) Common Stock will not be
released from a pledge agreement until and unless all Loans have been paid in
full, all subject to applicable law, including Margin Requirements.
B. The Atlantic Gulf Communities Corporation Stock Incentive Plan and
Agreement for J. Xxxxx Xxxxxxxxxx attached to the Agreement as Exhibit A is
hereby modified by the deletion of the entire text of Section 14 thereof and
substituting therefor the text set forth on Appendix A hereto.
J. Xxxxx Xxxxxxxxxx, President and
Chief Executive Officer
Page 3
Please evidence your agreement with the above modifications to the
Agreement, including the Stock Incentive Plan and Agreement attached thereto as
Exhibit A, by signing your name in the space provided below and returning this
letter to the Company.
Very truly yours,
Xxxxxx X. Xxxxxxx
Executive Vice President
Agreed and Accepted
as of the date first
written above
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J. Xxxxx Xxxxxxxxxx
