Exhibit 10.27
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT is entered into as of the 29th day of
January, 2002, by and between Crossmann Communities, Inc., an Indiana
corporation (the "Company") and Xxxxxxxx Xxxxxxx (the "Executive"), an
individual resident in the State of Indiana.
W I T N E S S E T H:
WHEREAS, the Company has entered into an Agreement and Plan of
Merger with Beazer Homes USA, Inc. ("Parent") and its subsidiary Beazer Homes
Investment Corp. ("Merger Sub") pursuant to which the Company will be merged
with and into Merger Sub (the "Merger");
WHEREAS, as a condition to the execution of the Agreement and
Plan of Merger by Parent and Merger Sub, the Board of Directors of Parent (the
"Board") has determined that it is in the best interests of it and its
stockholders to assure that the Merger Sub will have the continued dedication of
the Executive, notwithstanding the occurrence of the Merger, and the Company has
agreed to enter into this agreement to ensure the employment of Executive by the
Company prior to the Merger and by Merger Sub after the Merger upon the terms
set forth herein; and
WHEREAS, all references to the Company herein for any period of
time following the Merger shall be deemed references to Merger Sub as the
survivor of the Merger with the Company.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the Company and Executive
hereby agree as follows:
1. Employment.
1.1 Employment and Duties. The Company hereby agrees to employ
Executive effective upon the Merger for the Term (as hereinafter defined) as its
Regional Vice President, subject to the direction of the COO of Parent and the
Regional President of the Company and, in connection therewith, to perform such
duties as he/she shall reasonably be directed by the COO or Regional President
to perform. In performing such duties hereunder, Executive shall comply with the
policies and procedures as adopted from time to time by the Board, shall give
the Company the benefit of his/her special knowledge, skills, contacts and
business experience, shall perform his/her duties and carry out his/her
responsibilities hereunder in a diligent manner, and shall devote all of his/her
business time, attention, ability and energy exclusively to the performance of
his/her duties and responsibilities hereunder; provided, however, that Executive
may, with the approval of the COO of Parent or the Regional President of the
Company from time to time, serve, or continue to serve, on the board of
directors of, and hold any other offices or positions in, companies or
organizations, which, in the such officer's reasonable judgment, will not
present any conflict of interest with the Company or any of its affiliates or
divisions, or materially adversely affect the performance of Executive's duties
pursuant to this Agreement. Executive hereby accepts such employment and agrees
to render such services.
1.2 Location. The principal location for performance of
Executive's services hereunder shall be at the offices of the Company which are
currently located in Indianapolis, Indiana, subject to reasonable travel
requirements during the course of such performance. Except for such reasonable
travel requirements, Executive shall not be required to perform the services
described herein at a location more than a 35-mile radius from the current
Company officers in Indianapolis.
2. Employment Term.
2.1 Term. The term of Executive's employment hereunder (the
"Term") shall commence effective as of the date hereof and shall end 12 months
after the closing of the Merger. Upon expiration of the Term, Executive's
employment with the Company shall be as an employee at will, subject to the
employment policies and practices of the Company and of Parent.
3. Compensation and Benefits.
3.1 Cash Compensation.
(1) Base Salary. In consideration of Executive's services
hereunder the Company shall pay Executive an aggregate base salary at an
annualized rate, effective as of the date hereof (until adjusted as provided
below), of $175,000, payable, in each case, in such nearly equal installments as
may be customary for executive officers employed by the Company (but not less
frequently than monthly) or as may otherwise be agreed to between the Company
and Executive, in arrears (the "Base Salary"). The Base Salary for each year
shall be prorated according to the number of days in such year during which this
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Agreement is in effect. Commencing October 1, 2002 and on each October 1
thereafter, the Base Salary may be adjusted (upward or downward) by the
Compensation Committee of the Board, taking into consideration Executive's
performance, general cost of living increases, the salaries provided by
comparable businesses, the financial condition of the Company and other similar
matters; provided, however, that any downward adjustment of the Base Salary at
October 1, 2002, shall not take effect until the end of the Term.
(2) Bonuses; Stock Incentive Plans.
(a) Executive will be entitled to a bonus of $50,000
payable on the first pay period after the twelve-month anniversary of the
effective date of the Merger so long as Executive is still employed by the
Company as of such anniversary (the "Stay Bonus").
(b) In addition to the Stay Bonus, Executive shall be
entitled to an annual performance bonus, the terms and performance goals for
which are set forth on Schedule A hereto, in a maximum amount equal to 1.0 times
the Base Salary; provided that for calendar year 2002 notwithstanding such
performance criteria, Executive shall receive a bonus pursuant to this Section
3.1(2)(b) in an amount of at least $150,000. Such performance bonus shall be
payable within a reasonable time after the end of calendar 2002 and in
accordance with the terms set forth on Schedule A; provided that the guaranteed
portion of such bonus shall be paid on or before December 30, 2002. The parties
hereto hereby agree to negotiate in good faith to complete Schedule A within 30
days of the execution date of this Agreement. Upon completion of Schedule A, an
initialed copy thereof shall be attached to this Agreement.
(c) Executive will be eligible to participate in the
Company's bonus and stock incentive plans (including, without limitation, the
Company's 1999 Stock Incentive Plan) at the discretion of the Compensation
Committee of the Board. The amount and terms of, and the targets, conditions and
restrictions applicable to each bonus or other incentive award shall be subject
to the provisions of any such plan and of the applicable award letter duly
executed and delivered by the Company.
3.2 Participation in Benefit Plans. The payments provided in
Section 3 hereof are in addition to any benefits to which Executive may be, or
may become, entitled under any benefit plan or program of the Company or Parent
for which key executives are or shall become eligible, including, without
limitation, pension, 401(k), life and disability insurance benefits and/or
plans. Further, Executive shall be eligible to receive during the period of
his/her employment under this Agreement, all benefits and emoluments for which
executives are eligible under every such plan or program to the extent
permissible under the general terms and provisions of such plans or programs and
in accordance with the provisions thereof. Executive's years of service with the
Company or a Company subsidiary prior to the Merger will be given full credit in
determining Executive's eligibility to participate and level of participation in
any of the benefit plans or programs of the Company or Parent following the
Merger.
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3.3 Vacation. Effective upon the Merger, Executive shall be
subject to the vacation policy outlined in the Parent Employee Handbook.
Vacation may be taken at times which do not unreasonably interfere with the
performance of Executive's duties hereunder. Executive's years of service with
the Company or any Company subsidiary prior to the Merger will be given full
credit in determining Executive's level of permitted vacation following the
Merger. Any unused vacation time, including any unused vacation time accrued by
Executive while employed at Crossmann, shall be subject to accumulation or
forfeiture in accordance with Company policy as in effect from time to time.
3.4 Expenses. The Company will pay or reimburse Executive for all
reasonable and necessary out-of-pocket expenses incurred by him or her in the
performance of his/her duties under this Agreement. Executive shall keep
detailed and accurate records of expenses incurred in connection with the
performance of his/her duties hereunder and reimbursement therefor shall be in
accordance with policies and procedures to be established from time to time by
the Board.
3.5 Automobile/Automobile Allowance. During the Term, Executive
shall be entitled to use of an automobile or automobile allowance upon terms
substantially identical to Executive's existing arrangements with the Company
prior to the Merger.
4. Termination.
4.1 General. In addition to the right of either party to
terminate this Agreement pursuant to Section 2 hereof, the Company shall have
right to terminate the employment of Executive as set forth in this Section 4.
4.2 Termination for Cause. In addition to any other remedies
which the Company may have at law or in equity, the COO of Parent or the
Regional President of the Company may immediately terminate Executive's
employment under this Agreement by giving Executive written notice of such
termination (provided, however, that a termination described by (1) below shall
require the concurrence of the CEO of Parent) upon or at any time following the
occurrence of any of the following events, and each such termination shall
constitute a termination for "cause":
(1) Any act or failure to act (or series or combination
thereof) by Executive done with the intent to harm in any material respect the
interests of the Company or any affiliate thereof;
(2) The commission by Executive of a felony, other than a
Class D felony unless the restrictions imposed on Executive as a result of such
Class D felony make performance of his or her job impossible or he or she fails
to comply with any such restrictions imposed;
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(3) The perpetration by Executive of an act of theft,
embezzlement or common law fraud against the Company or any affiliate thereof;
(4) A grossly negligent act or failure to act (or series or
combination thereof) by Executive detrimental in any material respect to the
interests of the Company or any affiliate thereof;
(5) The material breach by Executive of his/her agreements
or obligations under this Agreement; or
(6) The continued refusal to follow the written directives
of the COO of Parent or the Regional President of the Company which are
consistent with Executive's duties and responsibilities identified in Section
1.1 hereof; provided that Executive shall have the right to appeal any such
directive he or she believes is not consistent with such duties and
responsibilities to the CEO of Parent.
Upon the early termination of Executive's employment under this Agreement by the
Company for "cause" the Company shall pay to Executive (i) an amount equal to
Executive's Base Salary accrued through the effective date of termination at the
rate in effect at the time notice of termination is given, payable at the time
such payment is due; and (ii) at the time such payments are due, all other
amounts to which Executive is entitled hereunder (including any bonus payment in
respect of the fiscal year preceding the fiscal year in which this Agreement is
so terminated, expense reimbursement amounts submitted prior to the effective
date of termination or amounts under any benefit plan of the Company, but
expressly excluding any bonus or other incentive payment (or portion thereof) in
respect of the fiscal year in which this Agreement is so terminated or any
fiscal year of the Company thereafter), and, upon payment of such amounts, the
Company shall have no further obligation to Executive under this Agreement.
4.3 Disability of Executive. Subject to applicable law, if
Executive shall become ill or be injured or otherwise become disabled or
incapacitated such that, in the opinion of the Board, he/she cannot fully carry
out and perform his/her duties hereunder, and such disability or incapacity
shall continue for a period of forty-five (45) consecutive days, the Board may,
at any time thereafter, by giving Executive prior written notice, fully and
finally terminate his/her employment under this Agreement. Termination under
this Section 4.3 shall be effective as of the date provided in such notice,
which date shall not be fewer than ninety (90) days after such notice is
delivered to Executive or his/her representative, and the Company shall pay
Executive his/her Base Salary accrued to the effective date of termination at
the rate in effect at the time of such notice, payable at the time such payment
is due. Upon payment of (i) such accrued Base Salary; and (ii) all other amounts
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to which Executive may be entitled hereunder, including, without limitation, (A)
subject to the terms of any such bonus or incentive award, any bonus or
incentive payment to which the Executive would have been entitled pursuant to
Section 3.1(2) hereof (prorated for the period up to the effective date of
termination), provided the targets and other conditions applicable thereto are
met, (B) a pro rata portion of the guaranteed portion of the performance bonus
set forth in Section 3.1(2)(b) hereof, (C) any expense reimbursement amounts
submitted prior to the effective date of termination, and (D) any amounts under
any other benefit plan of the Company, in any case at the time such payments
would otherwise have become due and payable in the absence of such termination,
and the Company shall have no further obligation to Executive under this
Agreement.
4.4 Death of Executive. This Agreement shall automatically
terminate upon the death of Executive. Upon the early termination of this
Agreement as a result of death, the Company shall pay Executive's estate: (i) an
amount equal to Executive's Base Salary accrued through the effective date of
termination at the rate in effect at the effective date of termination, payable
at the time such payment is due; and (ii) all other amounts to which Executive
is entitled hereunder, including, without limitation, (A) subject to the terms
of any such bonus or incentive award, any bonus or incentive payment to which
the Executive would have been entitled pursuant to Section 3.1(2) hereof
(prorated for the period up to the effective date of termination), provided the
targets and other conditions applicable thereto are met, (B) any expense
reimbursement amounts submitted prior to the effective date of termination, and
(C) any amounts under any other benefit plan of the Company, in each case at the
time such payments would otherwise have become due any payable in the absence of
such termination, and the Company shall have no further obligations to Executive
under this Agreement.
4.5 Termination Not Otherwise Provided For. This Section 4.5
governs all terminations of Executive's employment hereunder which are not
otherwise provided for in this Section 4 or Section 6 and expressly contemplates
a termination of Executive without "cause" and a termination of Executive by the
Company by reason of retirement. Except as otherwise provided in Section 4.2,
4.3, 4.4 or 6, Executive's employment under this Agreement may be terminated by
giving Executive written notice thereof, effective as of the date provided in
such notice. Upon such termination of the employment of Executive, the Company
shall pay to Executive: (i) an amount equal to Executive's Base Salary payable
for the remainder of the Term at the time such payments would otherwise have
become due and payable in the absence of such termination at the rate in effect
on the date of termination; and (ii) all other amounts to which Executive is
entitled, including (A) subject to the terms of any such bonus or incentive
award, any bonus or incentive payment to which the Executive would have been
entitled pursuant to Section 3.1(2) hereof, provided the targets and other
conditions applicable thereto are met, (B) a pro rata portion of the Stay Bonus
set forth in Section 3.1(2)(a) hereof and the full guaranteed portion of the
performance bonus set forth in Section 3.1(2)(b) hereof, (C) any expense
reimbursement amounts submitted prior to the effective date of termination, and
(D) any amounts under any other benefit plan of the Company, in each case at the
time such payments would otherwise have become due and payable in the absence of
such termination, and the Company shall have no further obligations to Executive
under this Agreement.
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4.6 Termination by Executive. Executive may, with or without
cause, terminate his/her employment under this Agreement by giving the Company
at least ninety (90) days' prior written notice of such termination (which may
be waived by the Company), and after the effective date of such termination, the
Company shall have no further obligation to Executive under this Agreement,
including, without limitation, no obligation to pay any pro-rata amount of any
bonus or incentive payment in respect of the period up to the date of
termination; provided that Executive shall be entitled to expense reimbursement
amounts submitted prior to the effective date of termination, and payment of all
bonuses or incentive payments attributable to the fiscal year preceding the year
in which such termination occurs.
5. Employment Covenants.
5.1 Covenant Not to Compete. Executive recognizes and
acknowledges that the Company is placing its confidence and trust in Executive.
Executive, therefore, covenants and agrees that during the Applicable
Non-Compete Period (as defined below) Executive shall not, either directly or
indirectly, without the prior written consent of the Board:
(1) Engage in or carry on any business or in any way become
associated with any business which is similar to or is in competition with the
Business of the Company (as such term is used and defined herein). As used in
this Section 5, the term "Business of the Company" shall mean the construction
of residential homes for resale to consumers, the purchase of land (or options
therefor) for development for single family homes for resale, the development of
such land for single family homes for resale and shall further include any
business in which the Company is actively engaged at any time during the Term;
(2) Solicit the business of any person or entity, on behalf
of himself or any other person or entity, which is or has been at any time
during the term of this Agreement a customer or supplier of the Company
including, but not limited to, former or present customers or suppliers with
whom Executive has had personal contact during, or by reason of, his/her
relationship with the Company;
(3) Be or become an employee, agent, consultant,
representative, director or officer of, or be otherwise in any manner associated
with, any person, firm, corporation, association or other entity which is
engaged in or is carrying on any business which is similar to or in competition
with the Business of the Company;
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(4) Solicit for employment or employ any person employed by
the Company at any time during the twelve (12)-month period immediately
preceding such solicitation or employment; or
(5) Be or become a shareholder, joint venturer, owner (in
whole or in part), or partner, or be or become associated with or have any
proprietary or financial interest in or of any firm, corporation, association or
other entity which is engaged in or is carrying on any business which is similar
to or in competition with the Business of the Company. Notwithstanding the
proceeding sentence, passive equity investments by Executive of $100,000 or less
in any entity or affiliated group of any entity which is engaged in or is
carrying on any business which is similar to or in competition with the Business
of the Company shall not be deemed to violate this Section 5.1.
Executive hereby recognizes and acknowledges that upon completion of the Merger
the existing Business of the Company extends throughout the States of Georgia,
Tennessee, South Carolina, North Carolina, Texas, California, Arizona, Nevada,
Florida, Maryland, New Jersey, Pennsylvania, Virginia, Colorado, District of
Columbia, Indiana, Ohio and Kentucky and prior to completion of the Merger
extends throughout the States of Indiana, Ohio, Kentucky, North Carolina, South
Carolina, and Tennessee and therefore agrees that the covenants not to compete
contained in this Section 5.1 shall be applicable in and throughout such states
as well as throughout such additional areas and states in which the Company may
be (or has prepared written plans to be) doing business as of the date of
termination of Executive's employment; provided, however, that in the event that
Executive's employment under this Agreement is terminated pursuant to Section
4.5 or Section 4.6 hereof, the covenants not to compete contained in this
Section 5.1 shall be applicable only throughout the states of Indiana, Ohio,
Kentucky, North Carolina, South Carolina and Tennessee. Executive further
warrants and represents that, because of his/her varied skill and abilities,
he/she does not need to compete with the Business of the Company and that this
Agreement will not prevent him/her from earning a livelihood and acknowledges
that the restrictions contained in this Section 4.1 constitute reasonable
protections for the Company.
As used in this Section 4.1, "Applicable Non-Compete Period" shall mean:
(a) unless and until the Executive's employment under this Agreement is
terminated prior to the scheduled end of the Term, the period beginning on the
execution date of this Agreement and ending on the date of the scheduled end of
the Term; (b) if the Executive's employment under this Agreement is terminated
pursuant to Section 4.2, Section 4.3 or Section 4.6 hereof or for any other
reason (other than as set forth in clause (c) below), the period beginning on
the execution date of this Agreement and ending on the date which is 180 days
after scheduled end of the Term; and (c) if the Executive's employment under
this Agreement is terminated pursuant to Section 4.5 hereof, the period
beginning on the execution date of this Agreement and ending on the first to
occur of (i) the date which is the three-month anniversary of the date of
termination and (ii) the date of the scheduled end of the Term.
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5.2 Trade Secrets and Confidential Information. Executive
recognizes and acknowledges that certain information including, without
limitation, information pertaining to the financial condition of the Company,
its systems, methods of doing business, agreements with customers or suppliers
or other aspects of the Business of the Company or which is sufficiently secret
to derive economic value from not being disclosed ("Confidential Information")
may be made available or otherwise come into the possession of Executive by
reason of his/her employment with the Company. Accordingly, Executive agrees
that he/she will not (either during or after the term of his/her employment with
the Company) disclose any Confidential Information to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever or
make use to his/her personal advantage or to the advantage of any third party,
of any Confidential Information, without the prior written consent of the Board.
Executive shall, upon termination of employment, return to the Company all
documents, diskettes, electronic or digital storage devices or any other items
which reflect Confidential Information (including copies thereof).
Notwithstanding anything heretofore stated in this Section 5.2, Executive's
obligations under this Section 5.2 shall not, after termination of Executive's
employment with the Company, apply to information which has become generally
available to the public without any action or omission of Executive.
5.3 Records. All files, records, memoranda, documents, diskettes,
electronic or digital storage devices or any other items regarding former,
existing or prospective customers of the Company or relating in any manner
whatsoever to Confidential Information or the Business of the Company
(collectively, "Records"), whether prepared by Executive or otherwise coming
into his/her possession, shall be the exclusive property of the Company. All
Records shall be immediately placed in the physical possession of the Company
upon the termination of Executive's employment with the Company, or at any other
time specified by the Board. The retention and use by Executive of duplicates in
any form of Records is prohibited after the Executive's employment with the
Company.
5.4 Breach. Executive hereby recognizes and acknowledges that
irreparable injury or damage shall result to the Company in the event of a
breach or threatened breach by Executive of any of the terms or provisions of
this Section 5, and Executive therefore agrees that the Company shall be
entitled to an injunction restraining Executive from engaging in any activity
constituting such breach or threatened breach. Nothing contained herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to the Company at law or in equity for such breach or threatened breach,
including but not limited to, the recovery of damages from Executive and, if
Executive is an employee of the Company, the termination of his/her employment
with the Company in accordance with the terms and provisions of this Agreement.
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5.5 Survival. Notwithstanding the termination of the employment
of Executive or the termination of this Agreement, the provisions of this
Section 5 shall survive and be binding upon Executive unless a written agreement
which specifically refers to the termination of the obligations and covenants of
this Section 5 is executed by the Company.
6. Successors; Assigns.
6.1 This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
6.2 The Company shall have the right to assign this Agreement and
to delegate all of its rights, duties and obligations hereunder to any entity
which controls the Company, which the Company controls or which may be the
result of the merger, consolidation, acquisition or reorganization of the
Company and another entity, including without limitation, the assignment or
transfer of this Agreement upon the Merger to Merger Sub, which shall occur by
operation of law. This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
6.3 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
7. Miscellaneous.
7.1 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
7.2 Any notices to be given hereunder by either party to the
other may be effected by personal delivery in writing, via facsimile
transmission or by mail, registered or certified, postage prepaid with return
receipt requested. Notices shall be addressed to the parties as follows:
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If to the Company: Beazer Homes USA, Inc.
0000 Xxxxxxxxx Xxxxxxxx Xxxx
Xxxxx X-000
Xxxxxxx, Xxxxxxx 00000
Attn: President
Facsimile: 000-000-0000
If to the Executive: Xxxxxxxx Xxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Any party may change his/her or its address by written notice in accordance with
this Section 7.2. Notices delivered personally shall be deemed communicated as
of actual receipt; notices sent via facsimile transmission shall be deemed
communicated as of receipt by the sender of written confirmation of transmission
thereof; mailed notices shall be deemed communicated as of three (3) days after
proper mailing.
7.3 This Agreement supersedes any and all other prior or
contemporaneous agreements, either oral or in writing, between the parties
hereto with respect to the subject matter hereof and this Agreement contains all
of the covenants and agreements between the parties with respect to employment
of Executive by the Company. Upon the Merger all amounts payable to the
Executive pursuant to the Change of Control Severance Benefits Agreement dated
March 31, 1997, between the Company and the Executive shall be due and payable,
notwithstanding Executive's failure to terminate employment with the Company
pursuant thereto, and upon payment of such severance amount such agreement shall
be deemed fully satisfied and shall be terminated and of no further force and
effect.
7.4 The failure of the Executive or the Company to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.
7.5 Except as otherwise provided in Section 7.6 hereof, no
amendment or modification of this Agreement shall be deemed effective unless and
until executed in writing by each party hereto.
7.6 All agreements and covenants contained herein are severable
and in the event any of them shall be held to be invalid by any competent court,
this Agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein. Should any court or other legally constituted
authority determine that for any such agreement or covenant to be effective that
it must be modified to limit its duration or scope, the parties hereto shall
consider such agreement or covenant to be amended or modified with respect to
duration and/or scope so as to comply with the orders of any such court or other
legally constituted authority, and as to all other portions of such agreement or
covenants they shall remain in full force and effect as originally written.
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7.7 All headings set forth in this Agreement are intended for
convenience only pand shall not control or affect the meaning, construction or
effect of this Agreement or of any of the provisions hereof.
7.8 All controversies which may arise between the parties hereto
including, but not limited to, those arising out of or related to this Agreement
shall be determined by binding arbitration applying the laws of the State of
Indiana as set forth in Section 7.1 hereof. Any arbitration pursuant to this
Agreement shall be conducted in New York City before the American Arbitration
Association in accordance with its arbitration rules. The arbitration shall be
final and binding upon all the parties (so long as the award was not produced by
corruption, fraud or undue means) and the arbitrator's award shall not be
required to include factual findings or legal reasoning. Nothing in this Section
7.8 will prevent either party from resorting to judicial proceedings if interim
injunctive relief under the laws of the State of New York from a court is
necessary to prevent serious and irreparable injury to one of the parties.
7.9 This Agreement may be executed via facsimile transmission
signature and in counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.
7.10 All matters to be determined by the Board pursuant to the
terms of this Agreement shall be determined by the members of the Board or any
duly authorized committee thereof.
7.11 The Company may withhold from any amounts payable under this
Agreement such federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this
Employment Agreement as of the _____ day of ________, 2002.
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Xxxxxxxx Xxxxxxx
CROSSMANN COMMUNITIES, INC.
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By:
Its:
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