SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), between Xxxxxx Xxxxxxxx, Inc. (together with any successor thereto, the “Company”) and Xxxxxxx Xxxxxxx (“Executive”), is entered into on February 26, 2016.

RECITALS:

WHEREAS, the parties entered into an Employment Agreement, effective as of February 1, 2011, as amended by that certain First Amendment to Employment Agreement, dated December 28, 2012 (collectively, the “Employment Agreement”);

WHEREAS, Executive and the Company have agreed to amend and modify certain terms of the Employment Agreement, with the understanding that all other provisions of the Employment Agreement shall remain unchanged.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

1.     The reference to “Vice President and General Counsel” in Section 4 of the Employment Agreement is hereby replaced with “Executive Vice President, Chief Legal Officer and Secretary.”

2.     The last sentence of the second paragraph of Section 12.4 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

“For purposes of this Agreement, ‘Change in Control’ shall have the meaning ascribed to such term as set forth in the Xxxxxx Xxxxxxxx Home Corporation 2013 Omnibus Equity Award Plan, as amended from time to time, or any successor plan thereto.”

3.     Affirmation.     Except as specifically modified herein, all remaining provisions, terms and conditions of the Employment Agreement shall remain unchanged and in full force and effect.

4.     Miscellaneous.     This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, or caused this Amendment to be duly executed on their respective behalf by their respective duly authorized officers, all effective as of the date and year first written above.

XXXXXX XXXXXXXX, INC.                        EXECUTIVE

By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx

Xxxxxx Xxxxxx                                 Xxxxxxx Xxxxxxx

President and Chief Executive Officer