Exhibit 10.36
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of January 11, 2001 (this
"Agreement"), is by and between American Home Mortgage Holdings, Inc., a
Delaware corporation having a place of business at 00 X. 00xx Xxxxxx, Xxx Xxxx,
XX (the "Company"), and Xxxxxx Xxxxx (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. Definitions. Unless defined elsewhere in this Agreement,
capitalized terms contained herein shall have the meanings set forth or
incorporated by reference in Section 12.
2. Employment. The Company agrees to employ the Executive, and the
Executive hereby accepts such employment by the Company and/or any subsidiary of
the Company, during the term set forth in Section 3 and on the other terms and
conditions of this Agreement.
3. Term. The term of this Agreement shall commence on February 5,
2001, and shall continue until four weeks after the resignation or discharge of
the Executive.
4. 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 Senior Vice President of the
Subsidiary or a similar division of the Company. As such, the Executive shall
report only to the Chief Executive Officer of the Company and the Boards of
Directors of the Company and the Subsidiary or a similar division of the
Company, and shall have all of the powers and duties usually incident to the
office of Senior Vice President of the Subsidiary or a similar division of the
Company, and shall have powers to perform such other reasonable additional
duties as may from time to time be lawfully assigned to the Executive by the
Chief Executive Officer of the Company and the Boards of Directors.
(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.
5. Place of Performance. In connection with the Executive's
employment by the Company, the Executive shall be based at the Subsidiary's
principal executive offices, and shall not be required to be absent therefrom 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.
6. 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 annually
pay the objective achievement bonus the amount of which will be determined by
the compensation committee of the Company's Board of Directors. To determine the
amount of the objective achievement bonus, the compensation committee will,
after the close of each calendar year, consider whether the Executive has
achieved the objectives set forth in the Executive's business plan for that
calendar year. If the compensation committee determines that all of the
objectives were achieved, it will award the Executive an objective achievement
bonus of not less than $60,000.00. If some, but not all of the objectives were
achieved, the compensation committee will award a lesser objective achievement
bonus. Objective achievement bonuses that are awarded as set forth herein, shall
be paid to the Executive on the first regularly scheduled Company pay date after
March 15th, but in no event later than April 1st during the year of award, In
the event that, prior to the Company paying an objective achievement bonus
(March 15th to April 1st), the Executive is no longer employed by the Company,
either due to resignation, discharge or any other reason, the Company shall not
pay the Executive an objective achievement bonus, and any potential bonus will
be forfeited.
(c) During the term of this Agreement, the Company shall annually
pay the Executive a management evaluation bonus the amount of which will be
determined by the compensation committee of the Company's Board of Directors. To
determine the amount of the management evaluation bonus, the compensation
committee will, after the close of each calendar year, consider the
recommendation of the President of the Company, its own knowledge, if any, of
the performance of the Executive and environmental factors, and will award the
Executive a management evaluation bonus of $40,000 or, at its discretion, a
lesser amount. Management evaluation bonuses that are awarded as set forth
herein, shall be paid to the Executive on the first regularly scheduled Company
pay date after March 15th, but in no event later than April 1st during the year
of award. In the event that, prior to the Company paying a management evaluation
bonus (March 15th to April 1st), the Executive is no longer employed by the
Company,
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either due to resignation, discharge or any other reason, the Company shall not
pay the Executive an objective achievement bonus, and any potential bonus will
be forfeited.
(d) During the term of this Agreement, the Executive shall be
entitled to fringe benefits, including, without limitation, health insurance, 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.
(e) Upon execution of this Agreement, the Executive shall receive an
option award for 40,000 shares of the existing class of the common stock of the
Company. One-half of the award (20,000 shares) shall vest and be exercisable two
years from the date hereof. The remainder of the award shall vest and be
exercisable three years from the date hereof. In the event that, prior to an
option award vesting, the Executive is no longer employed by the Company, either
due to resignation, discharge or any other reason, the option award will be
forfeited. The terms of the option award will be governed by the Company's
omnibus stock option plan.
7. 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. 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 10. If the Executive chooses to resign, the Executive will
deliver a letter of resignation pursuant to the notice provisions of Section 10.
8. 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 with respect to the subject matter hereof.
(b) Any amendment of this Agreement shall not be binding unless in
writing and signed by both (i) an officer or director of the Company duly
authorized to do so and (ii) the Executive.
9. 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.
10. 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 0 Xxxxxxxx Xxxx, Xxxx
Xxxxx, XX 00000, and, if to the Company, to it at its principal administrative
offices at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: Human Resources
Officer, with a copy to Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx,
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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 the Executive or it is to receive notices hereunder.
11. Governing Law. THIS AGREEMENT IS EXECUTED IN THE STATE OF NEW
YORK AND SHALL HE 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.
12. Definitions. The following terms, when capitalized in this
Agreement, shall have the meanings set forth or incorporated by reference in
this Section 12.
(a) "Base Salary" shall have the meaning set forth in Section 6(a).
(b) "Board of Directors" means the Board of Directors of the
Company, as constituted from time to time.
(c) "Company" means American Home Mortgage Holdings, Inc., a
Delaware corporation, and any successors to its business and/or assets.
(d) "Subsidiary" means American Home Mortgage Corporation d/b/a
MortgageSelect, a New York corporation.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
American Home Mortgage Holdings, Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: President and CEO
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Xxxxxx Xxxxx
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