EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of this 1st day
of January, 1998, by and between MONTEREY HOMES CORPORATION, a Maryland
corporation (the "Company") and Xxxxx X. Xxxx, an individual ("EXECUTIVE"). If
Executive is presently or subsequently becomes employed by a subsidiary of
Company, the term "Company" shall be deemed to refer collectively to Monterey
Homes Corporation and the subsidiary or subsidiaries which employs Executive.
RECITALS
A. COMPANY BUSINESS. The Company's principal business is homebuilding.
B. EXECUTIVE EXPERIENCE. Since April 1, 1996, Executive has served as
Vice President - Finance and Chief Financial Officer ("CFO"), Treasurer and
Secretary of the Company.
C. AGREEMENT PURPOSE. The Company desires to employ Executive, and
Executive desires to be employed by Company, on the terms and conditions set
forth herein.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. DEFINITIONS. As used herein:
(a) "CAUSE" shall include the following:
i) Employee's wrongful misappropriation of any money or
other assets or properties of the Company;
ii) Executive is convicted of committing a felony, or
engages in conduct involving fraud, moral turpitude, dishonesty,
gross misconduct, embezzlement, theft, or similar matters that
are detrimental to Company;
iii) Employee's willful disregard of his primary duties to
the Company or policies of the Company.
(b) "CHANGE OF CONTROL". A Change of Control of the Company
shall mean: (a) the purchase or other acquisition by any person,
entity, or group of persons, within the meaning of section 13(d) or
14(d) of the Securities Exchange Act of 1934 as amended (the "Act") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Act) of more than 50% of either the outstanding shares of
common stock of the Company or the combined voting power of the
Company's then outstanding voting securities entitled to vote
generally; (b) the approval by the stockholders of the Company of a
reorganization, merger, or consolidation, in each case with respect to
which persons who were stockholders
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of the Company immediately prior to such reorganization, merger, or
consolidation do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of
directors of the reorganized, merged, or consolidated company's then
outstanding securities; or (c) a liquidation or dissolution of the
Company or the sale of all or substantially all of the Company's
assets.
(c) "COMPANY CONFIDENTIAL INFORMATION" shall mean
confidential, proprietary information or trade secrets of Company and
its subsidiaries, including, without limitation, the following: (1)
customer and vendor lists and customer and vendor information as
compiled by Company and its subsidiaries, including pricing, sale and
contract terms and conditions, contract expirations, and other compiled
customer and vendor information; (2) Company's and its subsidiaries'
internal practices and procedures; (3) Company's and its subsidiaries'
financial condition and financial results of operation; (4) information
relating to Company's and its subsidiaries' real estate holding or
commitments, lot positions, strategic planning, sales, financing,
insurance, purchasing, marketing, promotion, distribution, and selling
activities, whether now existing, or acquired, developed, or made
available anytime in the future to or by Company or its subsidiaries;
(5) all information which Executive has a reasonable basis to consider
confidential or which is treated by Company or its subsidiaries as
confidential; and (6) any and all information having independent
economic value to Company or its subsidiaries that is not generally
known to, and not readily ascertainable by proper means by, persons who
can obtain economic value from its disclosure or use. Executive
acknowledges that such information is Company Confidential Information
whether disclosed to or learned by Executive or originated by Executive
during his employment by Company or any of its subsidiaries. In the
event that information is not clearly and obviously publicly available,
all information about Company or its subsidiaries shall be presumed to
be confidential. In the event of a dispute or litigation, Executive
will have the burden of proof by clear and convincing evidence that
such information is not confidential.
(d) "DEMOTION EVENT" shall include a demotion or relocation of
Executive, a material change in Executive's duties without Executive's
consent, a reduction from the previous year in Executive's base salary
without Executive's consent, or any action taken by the Company
specifically to limit Executive's ability to earn a bonus comparable to
his prior year's bonus. Notwithstanding the foregoing, the assignment
of certain controller and treasury duties to a corporate controller who
shall report to Executive shall not be considered a Demotion Event.
(e) "TERMINATION" shall mean termination of Executive's
employment with Company pursuant to Sections 17 through 21 hereof.
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2. TERM OF AGREEMENT. This Agreement will commence as of January 1,
1998 and shall terminate two (2) years from such date, unless earlier terminated
in accordance with, and subject to, the other provisions hereof (the "TERM").
This Agreement will automatically renew for successive one-year terms unless one
of the parties hereto gives notice of non-renewal at least ninety (90) days
before the scheduled renewal date.
3. POSITION WITH COMPANY. During the Term, Executive shall serve as
Vice-President - Finance, CFO, Treasurer and Secretary of Company, shall devote
his full time and efforts to the affairs of Company, and shall faithfully and
diligently perform all duties commensurate with such position, including,
without limitation, those duties reasonably requested by Company's Board of
Directors. Without limitation of the foregoing, Executive shall: (i) manage
financing and capital arrangements; (ii) supervise controller function; (iii)
supervise treasury function; (iv) supervise public reporting and stockholder
relations; (v) supervise information and data processing systems, and (vi)
support merger and acquisition efforts. Executive shall be subject to and comply
with all of Company's policies and procedures.
4. SALARY. Executive shall be entitled to receive a minimum base salary
from Company in the amount of $120,750.00 annually, payable in equal
installments in accordance with Company's general salary payment policies in
effect during the Term hereof (the "MINIMUM BASE SALARY"). The Minimum Base
Salary may be increased at such times and in such amounts as Company's Board of
Directors shall determine in its sole discretion.
5. BONUS AND STOCK OPTION. The Board of Directors may, from time to
time, at its discretion, pay performance bonuses to Executive, which shall be
calculated based on the formula set forth in EXHIBIT A attached hereto. Any such
performance bonus may be paid in cash or Company stock, in the discretion of the
Board of Directors. In addition, the Board of Directors may, from time to time,
at its discretion, grant Executive options under the Company's stock option
plan.
6. VACATION AND SICK LEAVE. Executive shall be entitled to take
reasonable vacation, holiday and sick leave, subject to the Company's reasonable
limits and policies.
7. BENEFIT PLANS. Executive shall be eligible to participate in all
benefit plans made available to Company employees from time to time. Nothing
herein shall restrict Company's ability to terminate or modify any benefit plan
or arrangement.
8. EXPENSES. Company shall pay for or reimburse Executive for all
ordinary and necessary business expenses incurred or paid by Executive in
furtherance of Company's business, subject to and in accordance with Company's
policies and procedures of general application. The Company shall provide
Executive a car allowance not to exceed $350.00 per month.
9. STAFF MANUAL. All other terms of Executives employment shall be
governed by the Company employee manual (the "Employee Manual"). The Company
reserves the right to amend the Employee Manual, from time to time, and
Executive shall be subject to changes made so long as such changes are applied
to all Company employees.
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10. COVENANTS OF EXECUTIVE. (a) Executive hereby covenants and agrees
that, during the term of this Agreement, Executive will not engage, directly or
indirectly, either as principal, partner, joint venturer, consultant or
independent contractor, agent, or proprietor or in any other manner participate
in the ownership, management, operation, or control of any person, firm,
partnership, limited liability company, corporation, or other entity which
engages in the business of providing any products or services, including,
without limitation, home building products or services, which are competitive
with those products or services offered or sold by Company or its subsidiaries
within any jurisdiction in which Company or its subsidiaries does or proposes to
do business. The covenants set forth in this paragraph 10(a) shall expire upon
cessation of Executive's employment for any reason.
(b) Executive hereby covenants and agrees that, during the term of the
Agreement, and for a period of one year after the last date on which the
Executive is employed by the Company, Executive will not:
(i) Directly or indirectly solicit for employment (whether as
an employee, consultant, independent contractor, or otherwise) any
person who is an employee, independent contractor or the like of
Company or any of its subsidiaries, unless Company gives its written
consent to such employment or offer of employment.
(ii) Call on or directly or indirectly solicit or divert or
take away from Company or any of its subsidiaries (including, without
limitation, by divulging to any competitor or potential competitor of
Company or its subsidiaries) any person, firm, corporation, or other
entity who was a customer or prospective customer of the Company during
Executive's term of Employment.
11. CONFIDENTIALITY AND NONDISCLOSURE. It is understood that in the
course of Executive's employment with Company, Executive will become acquainted
with Company Confidential Information. Executive recognizes that Company
Confidential Information has been developed or acquired at great expense, is
proprietary to Company or its subsidiaries, and is and shall remain the
exclusive property of Company. Accordingly, Executive hereby covenants and
agrees that he will not, without the express written consent of Company, during
Executive's employment with Company or its subsidiaries and thereafter or until
such time as Company Confidential Information becomes generally known, or
readily ascertainable by proper means, by persons unrelated to Company or its
subsidiaries, disclose to others, copy, make any use of, or remove from
Company's or its subsidiaries' premises any Company Confidential Information,
except as Executive's duties for Company or its subsidiaries may specifically
require. In the event of dispute or litigation, Executive shall have the burden
of proof by clear and convincing evidence that the Company Confidential
Information has become generally known, or readily ascertainable by proper
means, by persons unrelated to Company or its subsidiaries.
12. ACKNOWLEDGMENT; RELIEF FOR VIOLATION. Executive hereby agrees that
the period of time provided for in Sections 10 and 11 and the territorial
restrictions and other provisions and restrictions set forth therein are
reasonable and necessary to protect Company, its subsidiaries and
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its and their successors and assigns in the use and employment of the good will
of the business conducted by Company and its subsidiaries. Executive further
agrees that damages cannot compensate Company in the event of a violation of
Section 10 or 11, and that, if such violation should occur, injunctive relief
shall be essential for the protection of Company, its subsidiaries, and its and
their successors and assigns. Accordingly, Executive hereby covenants and agrees
that, in the event any of the provisions of Sections 10 and 11 shall be violated
or breached, Company shall be entitled to obtain injunctive relief against
Executive, without bond but upon due notice, in addition to such further or
other relief as may appertain at equity or law. Obtainment of such an injunction
by Company shall not be considered an election of remedies or a waiver of any
right to assert any other remedies which Company has at law or in equity. No
waiver of any breach or violation hereof shall be implied from forbearance or
failure by Company to take action thereon. Executive hereby agrees that he has
such skills and abilities that the provisions of Sections 10 and 11 will not
prevent him from earning a living. Each party agrees to pay its own costs and
expenses in enforcing any provision of this Agreement.
13. EXTENSION DURING BREACH. Executive agrees that the time period
described in Sections 10 and 11 shall be extended for a period equal to the
duration of any breach of such provisions by Executive.
14. NO CONFLICTS OF INTEREST.
(a) During the period of Executive's employment with Company,
Executive will not independently engage in the same or a similar line
of business as Company or its subsidiaries, or, directly or indirectly,
serve, advise, or be employed by any individual, firm, partnership,
association, corporation, or other entity engaged in the same or
similar line or lines of business.
(b) Executive is not a promoter, director, employee, or
officer of, or consultant or independent contractor to, a business
organized for profit, nor will Executive become a promoter, director,
employee, or officer of, or consultant to, such a business while
employed by Company or its subsidiaries without first obtaining the
prior written approval of Company. Executive disclaims any such
relationship or position with any such business. Should Executive
become a promoter, director, employee, or officer of, or a consultant
to, a business organized for profit upon obtaining such prior written
approval, Executive understands that Executive has a continuing
obligation to advise Company at such time of any activity of Company,
or such other business that presents Executive with a conflict of
interest as an employee of Company.
(c) Should any matter of dealing in which Executive is involved,
or hereafter becomes involved, on his own behalf or as an employee of
Company, appear to present a possible conflict of interest under any
Company policy then in effect, Executive will promptly disclose the
facts to Company's Board of Directors so that a determination can be
made as to whether a conflict of interest does exist. Executive will
take whatever action is requested of Executive by Company or its Board
of Director to resolve any conflict which it finds to exist, including
severing the relationship which creates the conflict.
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(d) Notwithstanding anything herein to the contrary, Executive
may make investments in commercial properties or land development ventures
provided they are not competitive with the business of the Company, and may own
less than 1% of stock in publicly traded homebuilders.
15. RETURN OF COMPANY MATERIALS AND COMPANY CONFIDENTIAL INFORMATION.
Upon Termination, Executive shall promptly deliver to Company the originals and
all copies of any and all materials, documents, notes, manuals, or lists
containing or embodying Company Confidential Information or relating directly or
indirectly to the business of Company in the possession or control of Executive.
16. NO AGREEMENT WITH OTHERS. Executive represents, warrants, and
agrees that Executive is not a party to any agreement with any other person or
business entity, including former employers, that in any way affects Executive's
employment by Company or relates to the same subject matter of this Agreement or
conflicts with his obligations under this Agreement, or restricts Executive's
services to Company.
17. TERMINATION FOR CAUSE. The Company may terminate this Agreement for
Cause by giving written notice of Termination and, with respect to a purported
violation of Section 1(a)(i), (ii) or (iii) of this Agreement that is curable in
such time period, shall afford Executive an opportunity to cure or disprove the
purported violation for the thirty-day period following such notice. Upon
Termination of Executive for Cause, Executive shall be entitled to receive only
the Minimum Base Salary, the amount of any unpaid performance bonus earned in
any complete fiscal year of the Company preceding the date of termination, and
any benefits as are due Executive through the effective date of such
Termination. No prorated bonus shall be paid to Executive upon a Termination for
Cause.
18. TERMINATION BY COMPANY WITHOUT CAUSE. If Executive is terminated
without Cause, Executive shall be entitled to receive an amount equal to 50% of
Executive's base salary and 50% of Executive's average bonus for the previous
three fiscal years and the vesting of Executive's stock options shall be
accelerated, as if Executive had held them through the end of the following
fiscal year. Executive may terminate his employment upon the occurrence of a
Demotion Event and such termination shall be deemed a Termination without Cause.
Any amounts due to Executive under this paragraph shall be paid to Executive in
six (6) equal monthly payments or in a lump sum (to be paid within twenty (20)
days after Termination), at the Executive's discretion, following Termination.
If the Executive elects to take the payments due under this paragraph over a six
month period, he shall be entitled, to the extent permitted by law and the
plans, to continued participation in the Company's benefit plans for such
period. If the Executive elects to take a lump sum payment, his participation in
the Company's benefit plans shall terminate upon receipt of the lump sum
payment.
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19. TERMINATION UPON CHANGE OF CONTROL. If, within twelve (12) months
following a Change of Control of the Company, Executive voluntarily terminates
his employment as a result of a Demotion Event, Executive shall be entitled to
receive an amount equal to 100% of Executive's base salary and 100% of
Executive's average bonus for the previous three fiscal years and all of
Executive's stock options shall vest in full and be immediately exercisable. Any
amounts due to Executive under this paragraph shall be paid to Executive in
twelve (12) equal monthly payments or in a lump sum (to be paid within twenty
(20) days after Termination), at the Executive's discretion, following
Termination. If the Executive elects to take the payments due under this
paragraph over a twelve month period, he shall be entitled, to the extent
permitted by law and the plans, to continued participation in the Company's
benefit plans for such period. If the Executive elects to take a lump sum
payment, his participation in the Company's benefit plans shall terminate upon
receipt of the lump sum payment.
20. TERMINATION UPON DEATH OF EXECUTIVE. If during the term of this
Agreement Executive dies, then this Agreement shall terminate and Company shall
pay to the estate of Executive only the Minimum Base Salary, the amount of any
unpaid bonus earned in any complete fiscal year of the Company preceding the
date of Termination, the prorated portion of any objectively determined current
year bonus, and any benefits (including any life insurance benefits provided to
Executive's estate under Company's standard policies as in effect) as are due
through the date of his death. In addition, the vesting of Executive's stock
options shall be accelerated, as if the Executive had served through the end of
the fiscal year of his Termination.
21. TERMINATION UPON DISABILITY OF EXECUTIVE. If during the term of the
Agreement Executive is unable to perform the services required of Executive
pursuant to this Agreement for a continuous period of ninety (90) days due to
disability or incapacity by reason of any physical or mental illness (as
reasonably determined by Company by its Board of Directors), then Company shall
have the right to terminate this Agreement at the end of such ninety-day period
by giving written notice to Executive. Executive shall be entitled to receive
only such Minimum Base Salary, the amount of any unpaid bonus earned in any
complete fiscal year of the Company preceding the date of termination, the
prorated portion of any objectively determined current year bonus, and any
benefits as are due Executive through the effective date of such Termination. In
addition, the vesting of Executive's stock options shall be accelerated, as if
the Executive had served through the end of the fiscal year of his Termination.
22. INDEMNITY. The Company shall indemnify Executive to the fullest
extent permitted by the Company's Bylaws. Such indemnification shall survive the
termination of this Agreement.
23. ARBITRATION. Any dispute, controversy, or claim, whether
contractual or non-contractual, between the parties hereto arising directly or
indirectly out of or connected with this Agreement, relating to the breach or
alleged breach of any representation, warranty, agreement, or covenant under
this Agreement, unless mutually settled by the parties hereto, shall be resolved
by binding arbitration in accordance with the Commercial Arbitration Rules of
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the American Arbitration Association (the "AAA"). Any arbitration shall be
conducted by arbitrators approved by the AAA and mutually acceptable to Company
and Executive. All such disputes, controversies, or claims shall be conducted by
a single arbitrator, unless the dispute involves more than $50,000 in the
aggregate in which case the arbitration shall be conducted by a panel of three
arbitrators. If the parties hereto are unable to agree on the arbitrator(s),
then the AAA shall select the arbitrator(s). The resolution of the dispute by
the arbitrator(s) shall be final, binding, nonappealable, and fully enforceable
by a court of competent jurisdiction under the Federal Arbitration Act. The
arbitrator(s) shall award compensatory damages to the prevailing party. The
arbitrator(s) shall have no authority to award consequential or punitive or
statutory damages, and the parties hereby waive any claim to those damages to
the fullest extent allowed by law. The arbitration award shall be in writing and
shall include a statement of the reasons for the award. The arbitration shall be
held in Phoenix, Arizona. The arbitrator(s) shall award reasonable attorneys'
fees and costs to the prevailing party.
24. SEVERABILITY; REFORMATION. In the event any court or arbiter
determines that any of the restrictive covenants in this Agreement, or any part
thereof, is or are invalid or unenforceable, the remainder of the restrictive
covenants shall not thereby be affected and shall be given full effect, without
regard to invalid portions. If any of the provisions of this Agreement should
ever be deemed to exceed the temporal, geographic, or occupational limitations
permitted by applicable laws, those provisions shall be and are hereby reformed
to the maximum temporal, geographic, or occupational limitations permitted by
law. In the event any court or arbiter refuses to reform this Agreement as
provided above, the parties hereto agree to modify the provisions held to be
unenforceable to preserve each party's anticipated benefits thereunder.
25. NOTICES. All notices and other communications hereunder shall be in
writing and shall be sufficiently given if made by hand delivery, by telecopier,
or by registered or certified mail (postage prepaid and return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by it by like notice):
If to Company : Monterey Homes Corporation
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: President
With a copy to: Xxxxx & Xxxxxx L.L.P.
Xxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Phone: (000) 000-0000
FAX: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
If to Executive: Xxxxx X. Xxxx
000 Xxxx Xx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
All such notices and other communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; three business days
after being deposited in the mail, postage prepaid, if delivered by mail; and
when receipt is acknowledged, if telecopied.
26. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each counterpart shall constitute an original instrument, but
all such separate counterparts shall constitute one and the same agreement.
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27. GOVERNING LAW. The validity, construction, and enforceability of
this Agreement shall be governed in all respects by the laws of the State of
Arizona, without regard to its conflict of laws rules.
28. ASSIGNMENT. This Agreement shall not be assigned by operation of
law or otherwise, except that Company may assign all or any portion of its
rights under this Agreement to any Company entity, but no such assignment shall
relieve Company of its obligations hereunder, and except that this Agreement may
be assigned to any corporation or entity with or into which Company may be
merged or consolidated or to which Company transfers all or substantially all of
its assets, and such corporation or entity assumes this Agreement and all
obligations and undertakings of Company hereunder.
29. FURTHER ASSURANCES. At any time on or after the date hereof, the
parties hereto shall each perform such acts, execute and deliver such
instruments, assignments, endorsements and other documents and do all such other
things consistent with the terms of this Agreement as may be reasonably
necessary to accomplish the transaction contemplated in this Agreement or
otherwise carry out the purpose of this Agreement.
30. GENDER, NUMBER AND HEADINGS. The masculine, feminine, or neuter
pronouns used herein shall be interpreted without regard to gender, and the use
of the singular or plural shall be deemed to include the other whenever the
context so requires.
31. WAIVER OF PROVISIONS. The terms, covenants, representations,
warranties, and conditions of this Agreement may be waived only by a written
instrument executed by the party waiving compliance. The failure of any party at
any time to require performance of any provisions hereof shall, in no manner,
affect the right at a later date to enforce the same. No waiver by any party of
any condition, or breach of any provision, term, covenant, representation, or
warranty contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or of the breach of any other provision,
term, covenant, representation, or warranty of this Agreement.
32. ATTORNEYS' FEES AND COSTS. If any legal action or any arbitration
or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default, or misrepresentation in connection with
any of the provisions of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorneys' fees, accounting
fees, and other costs incurred in that action or proceeding, in addition to any
other relief to which it or they may be entitled.
33. SECTION AND PARAGRAPH HEADINGS. The Article and Section headings in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
34. AMENDMENT. This Agreement may be amended only by an instrument in
writing executed by all parties hereto.
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35. EXPENSES. Except as otherwise expressly provided herein, each party
shall bear its own expenses incident to this Agreement and the transactions
contemplated hereby, including without limitation, all fees of counsel,
consultants, and accountants.
36. ENTIRE AGREEMENT. This Agreement constitutes and embodies the full
and complete understanding and agreement of the parties hereto with respect to
the subject matter hereof, and supersedes all prior understandings or
agreements, whether oral or in writing.
37. WITHHOLDING. Executive acknowledges and agrees that payments made
to Executive by Company pursuant to the terms of this Agreement may be subject
to tax withholding and that Company may withhold against payments due Executive
any such amounts as well as any other amounts payable by Executive to Company.
38. RELEASE. Receipt by Executive of any of the severance benefits
noted in paragraphs 18, 19, 20 and 21 hereof following termination of
Executive's employment hereunder shall be subject to Executive's compliance with
any reasonable and lawful policies or procedures of Company relating to employee
severance including the execution and delivery by Executive of a release
reasonably satisfactory to Company and Executive of any and all claims that
Executive may have against Company or any related person, except for the
continuing obligations provided herein, and an agreement that Executive shall
not disparage Company or any of its directors, officers, employees or agents.
Concurrent with the termination of Executive's employment hereunder pursuant to
paragraphs 18, 19, 20 or 21 hereof, and receipt of a release reasonably
satisfactory to the Company and Executive, the Company shall execute and deliver
to Executive a release, reasonably satisfactory to Company and Executive, of any
and all claims that Company may have against Executive, except for any claims
arising out of Executive's fraudulent or criminal conduct, and an agreement that
Company shall not disparage Executive.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement or caused this Agreement to be duly executed on their respective
behalf, by their respective officers thereunto duly authorized, all as of the
day and year first above written.
MONTEREY HOMES CORPORATION, a
Maryland corporation
By: /s/ Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxx
------------------------------------------
Its: Managing Directors
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/s/ Xxxxx X. Xxxx
------------------------------------------
XXXXX X. XXXX
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EXHIBIT "A"
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1998 - 2000 BONUS PLAN
XXXXX XXXX
ANNUAL SALARY: $120,750
BONUS PLAN
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* Potential Bonus to 50% to 70% of Base Salary at Discretion of
Supervisors, and Ability to Accomplish Objectives
Objectives to Qualify for Bonus Plan
------------------------------------
1. Equity Coverage/Investor Relations:
* Initiate and Maintain Coverage from at least Three Housing
Analysts.
* Expand Investor Relations Program.
* Significant Introduction to Buy Side Investors.
* Identify and Update Investor Reporting Services.
2. Expand Roles of Accounting Staff:
* Initiate Quarterly Financial Reports to Public.
* Model Financial Ratio's of Company Against Competitors.
3. Capital Structure:
* Senior Note Placement - First Quarter 1998.
* Administer and Negotiate Corporate Banking Facilities.
* Explore Expansion of Capital Structure - Joint Ventures,
Secondary Offerings.
4. Coordinate Acquisition Analysis and Due Diligence:
* Create Model and Financial Structure for Potential Acquisitions.
* Assist in Identifying Acquisition Targets.
* Acquisition Analysis and Due Diligence.
5. Audit Controls - Policies & Procedures:
* Complete Accounting Policies Manual - 1st Quarter, 1998.
* Institute Periodic Audit Procedures.
Compensation Subject to Continuing Employment and Standard Employment Policies
as Outlined in the Company Personnel Manual.
