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Exhibit 10(f) Amendment to Employment Agreement between
Avatar Holdings Inc. and Xxxxx Xxxxxxxx
AVATAR HOLDINGS INC.
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
February 13, 1997
Xx. Xxxxx Xxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxx
Penthouse A
Xxxxxxx Xxxxx, Xxxxxxx 00000
Re: Amendment to Employment Agreements
Dear Xx. Xxxxxxxx:
Reference is hereby made to (i) that certain
employment agreement between Avatar Holdings Inc. (the "Company")
and you dated June 15, 1992, as amended (the "1992 Employment
Agreement") and (ii) that certain employment agreement between
the Company and you dated July 27, 1995 (the "1995 Employment
Agreement", collectively with the 1992 Employment Agreement, the
"Employment Agreements"). We each agree as follows:
1. Amendments to 1992 Employment Agreement. The
1992 Employment Agreement is hereby amended as follows:
(a) Paragraphs 2(a) and 2(b) of the 1992 Employment
Agreement are hereby amended and restated in their entirety as
follows:
(a) You shall continue to be nominated as a
director of the Company and, subject to your election
thereto by the Board of Directors or the stockholders of the
Company, you shall be employed as Chairman of the Executive
Committee of the Company; and you shall also be employed as
the Chief Executive Officer of the Company. In such
capacities, you shall serve as a senior executive officer of
the Company and shall have the duties and responsibilities
prescribed for such positions by the By-Laws of the Company,
and shall have such other duties and responsibilities as may
from time to time be prescribed by the Board of Directors of
the Company or the Executive Committee of the Board of
Directors, provided that such duties and responsibilities
are consistent with your positions as Chairman of the
Executive Committee and Chief Executive Officer.
In the performance of your duties, you shall be
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Exhibit 10(f) Amendment to Employment Agreement between
Avatar Holdings Inc. and Xxxxx Xxxxxxxx
-- continued
subject to the supervision and direction of the Board of
Directors of the Company and the Executive Committee of
the Board of Directors.
(b) Subject to the term of your employment
hereunder, you shall devote such time as is reasonably
necessary to the proper performance of your duties and
responsibilities as Chairman of the Executive Committee and
Chief Executive Officer. During the term of your employment
hereunder, you shall have the right to continue to be
employed as President and Chief Executive Officer of each of
Chicago Milwaukee Corporation, CMC Heartland Partners and
Milwaukee Land Company and each of their respective
subsidiaries. You hereby represent and warrant to the
Company that, except as described above, you have no
obligations under any existing employment or service
agreement and that your performance of the services required
of you hereunder will not conflict with your other existing
obligations described above.
(b) Paragraph 2 of the 1992 Employment Agreement
is hereby amended to add Paragraph 2(d) as follows:
(d) Notwithstanding the foregoing, you shall
have the right during the term of your employment hereunder
to resign as Chief Executive Officer and, subject to the
approval of the Board of Directors, to continue as Chairman
of the Executive Committee. Such action by you shall be on
not less than 30 days' prior written notice. In such event,
you shall have the right, but shall not be obligated, to
change the amount of time devoted to your duties and
responsibilities hereunder provided that you are reasonably
available to perform such functions and duties as are
incident to the office of Chairman of the Executive
Committee (but not the Chief Executive Officer) or such
other duties as reasonably may be requested of you by the
Board of Directors. Should you elect not to serve as Chief
Executive Officer as provided above but perform the other
functions contemplated by this paragraph 2, there shall be
no change in your compensation or benefits under this
Agreement.
2. Amendments to 1995 Employment Agreement. The
1995 Employment Agreement is hereby amended as follows:
(a) Paragraphs 2(a) and 2(b) of the 1995
Employment Agreement are hereby amended and restated in
their entirety as follows:
(a) You shall continue to be nominated as a
director of the Company and, subject to your election
thereto by the Board of Directors or the stockholders of the
Company, you shall be employed as Chairman of the Executive
Committee of the Company; and you shall also be employed as
the Chief Executive Officer of the Company. In such
capacities, you shall serve as a senior executive officer of
the Company and shall have the duties and responsibilities
prescribed for such positions by the By-Laws of the Company,
and shall have such other duties and responsibilities as may
from time to time be prescribed by the
Board of Directors of the Company or the
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Exhibit 10(f) Amendment to Employment Agreement between
Avatar Holdings Inc. and Xxxxx Xxxxxxxx
-- continued
Executive Committee of the Board of Directors, provided
that such duties and responsibilities are consistent with
your positions as Chairman of the Executive Committee
and Chief Executive Officer. In the performance of your
duties, you shall be subject to the supervision and
direction of the Board of Directors of the Company and
the Executive Committee of the Board of Directors.
(b) Subject to the term of your employment
hereunder, you shall devote such time as is reasonably
necessary to the proper performance of your duties and
responsibilities as Chairman of the Executive Committee and
Chief Executive Officer. During the term of your employment
hereunder, you shall have the right to continue to be
employed as President and Chief Executive Officer of each of
Chicago Milwaukee Corporation, CMC Heartland Partners and
Milwaukee Land Company and each of their respective
subsidiaries. You hereby represent and warrant to the
Company that, except as described above, you have no
obligations under any existing employment or service
agreement and that your performance of the services required
of you hereunder will not conflict with your other existing
obligations described above.
(b) Paragraph 2 of the 1995 Employment Agreement
is hereby amended to add Paragraph 2(d) as follows:
(d) Notwithstanding the foregoing, you shall
have the right during the term of your employment hereunder
to resign as Chief Executive Officer and, subject to the
approval of the Board of Directors, to continue as Chairman
of the Executive Committee. Such action by you shall be on
not less than 30 days' prior written notice. In such event,
you shall have the right, but shall not be obligated, to
change the amount of time devoted to your duties and
responsibilities hereunder provided that you are reasonably
available to perform such functions and duties as are
incident to the office of Chairman of the Executive
Committee (but not the Chief Executive Officer) or such
other duties as reasonably may be requested of you by the
Board of Directors. Should you elect not to serve as Chief
Executive Officer as provided above but perform the other
functions contemplated by this paragraph 2, there shall be
no change in your compensation or benefits under this
Agreement.
3. Except as expressly amended by this letter
agreement, your Employment Agreements remain in full force and
effect in accordance with their terms. This letter agreement may
be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same instrument.
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Exhibit 10(f) Amendment to Employment Agreement between
Avatar Holdings Inc. and Xxxxx Xxxxxxxx
-- continued
If the foregoing is satisfactory, would you please so
indicate by signing and returning to the Company the enclosed
copy of this letter whereupon this will constitute our agreement
on the subject.
AVATAR HOLDINGS INC.
By: /s/ Xxxx Xxxx
---------------------
Xxxx Xxxx
Chairman of the Board
ACCEPTED AND AGREED TO:
/s/ Xxxxx Xxxxxxxx
------------------
Xxxxx Xxxxxxxx
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