Exhibit 10.3
May 20, 2005
Xx. Xxxxxx X. Xxxxxx
President and Chief Executive Officer
Avatar Holdings Inc.
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
This letter agreement hereby amends, restates and supersedes in its
entirety the letter agreement between you (the "Employee") and Avatar Holdings
Inc. (the "Company"), dated as of April 15, 2005.
Reference is made to the following agreements (collectively, the
"Compensation Agreements"), each dated as of April 15, 2005:
1. Amended and Restated Employment Agreement between the
Employee and the Company;
2. Amended and Restated Earnings Participation Award
Agreement between the Employee and the Company;
3. Change in Control Award Agreement between the Employee and
the Company;
4. 2008-2010 Earnings Participation Award Agreement between
the Employee and the Company;
5. Restricted Stock Unit Award Agreement between the Employee
and the Company, relating to the opportunity to receive
30,000 restricted stock units of the Company subject to a
hurdle price of $65.00 per share;
6. Restricted Stock Unit Award Agreement between the Employee
and the Company, relating to the opportunity to receive
30,000 restricted stock units of the Company subject to a
hurdle price of $72.50 per share; and
7. Restricted Stock Unit Award Agreement between the Employee
and the Company, relating to the opportunity to receive
30,000 restricted stock units of the Company subject to a
hurdle price of $80.00 per share.
Notwithstanding anything in the Compensation Agreements to the
contrary, the effectiveness of each of the Compensation Agreements is subject
(A) to the approval by the Company's stockholders at the 2005 Annual Meeting of
Stockholders of the Company of each of (i) the Amended and Restated 1997
Incentive and Capital Accumulation Plan (2005 Restatement) and (ii) the 2005
Executive Incentive Compensation Plan (such approval of both such plans is
referred to herein as the "Stockholder Approval"), (B) to the Employee's
continuous employment with the Company through and including the Effective Date
(as defined in the following clause (C)), and (C) until June 30, 2005, to the
effectiveness of a registration statement to be filed by the Company with the
U.S. Securities and Exchange Commission on Form S-8 related to certain
stock-based compensation awarded to the Employee pursuant to the Compensation
Agreements (the earlier of June 30, 2005 and the date of such effectiveness
herein being referred to as the "Effective Date"). In the case of clause (C), if
the registration statement on Form S-8 is not effective on or prior to June 30,
2005 and all other conditions precedent in the preceding sentence have been
satisfied, the restricted stock units awarded to the Employee in each of the
Restricted Stock Unit Award Agreements referred to above will be awarded in
accordance with Section 9 of such Restricted Stock Unit Award Agreements. In the
event that the Stockholder Approval is not obtained on or prior to June 30,
2005, (i) each of the Compensation Agreements shall terminate automatically
without any further action required by the Company or the Employee and the
Company and the Employee shall have no liability with respect thereto and (ii)
any agreement between the Company, on the one hand, and the Employee, on the
other hand, intended to be amended, restated and superceded by any of the
Compensation Agreements shall remain in full force and effect in accordance
with, and subject to, the terms and conditions set forth therein.
This letter agreement may be executed in counterparts, each of which
shall constitute an original, and all of which when taken together shall
constitute one and the same.
(signature page follows)
2
Please evidence your agreement with the foregoing by executing a copy
of this letter agreement and returning it to the Company.
Very truly yours,
AVATAR HOLDINGS INC.
By: /s/ Xxxxxxx X. XxXxxxx
-----------------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Executive Vice President
Acknowledged and agreed to
as of the date first written above:
/s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
