April 10, 1996
Xx. Xxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxxx:
We are pleased to confirm our agreement that you shall serve as
President and Chief Operating Officer of Xxxxxxxx Corporation ("Xxxxxxxx" or
the "Company") with a base salary at the rate of $500,000 per annum, all
effective August 1, 1995.
You shall also be entitled to Incentive Compensation for 1996, as
calculated and paid (subject to the following) in your prior Incentive
Compensation Agreement. In the event your employment with the Company terminates
for any reason during 1996, your Incentive Compensation shall be prorated on
the basis of the number of days elapsed during 1996 prior to such termination;
provided, however, that you shall be entitled to Incentive Compensation for all
of 1996 if your termination of employment results from or follows a failure
by Xxxxxxxx to continue you in your present positions with the Company, a
Change in Control (as defined below), your termination by the Company not for
cause (as defined in your prior Employment Agreement) or your death or permanent
incapacity (as defined in your prior Employment Agreement); with any payment
of Incentive Compensation under this sentence being based solely on the actual
Adjusted Pre-tax Income of Xxxxxxxx for 1996. A Change in Control shall mean
the acquisition by any individual, entity or group (as such term is defined in
the Securities Exchange Act of 1934 ("Exchange Act")) (a "Person"), other than
any Person who is currently the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of 5% or more of the Company's outstanding Common
Stock, as a result of which such acquiring Person is the beneficial owner of
25% or more of the Company's outstanding Common Stock; a change in the Company's
Board of Directors such that the existing directors cease to constitute a
majority of the members of such Board; or a sale of all or substantially all
of the assets, a merger or consolidation, or a similar transaction of or
involving the Company.
Very truly yours,
XXXXXXXX CORPORATION
By: /s/ Xxxx Xxxxxxxx
----------------------------------
Xxxx Xxxxxxxx
Chairman of the Board
AGREED:
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx
December 30, 1992
Xx. Xxxxxx X. Xxxxxxx
Xxxxxxxx Housing Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxxx:
I am writing to provide assurance that assuming you continue to provide
services to the Company even though your employment agreement terminates on
January 5, 1993, the rights under paragraph 10 of such agreement (including
without limitation your right to two years of consulting payments after the
time you actually cease to work full time for the Company) will continue in
effect as provided in such agreement.
Very truly yours,
XXXXXXXX HOUSING CORPORATION
By: /s/ Xxxxx Xxxxxx
----------------------------------
AGREED:
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
XXXXXX X. XXXXXXX
MEMORANDUM TO: Xxx Xxxxxxx
FROM: Xxxx Xxxxx
RE: Maximum Payment to You Pursuant to
November 7, 1996 Agreement with Xxxxxxxx
Without Causing a "Parachute Payment"
------------------------------------------
1. Maximum Payment equals Xxxxxxx total compensation for the years 1992
through 1996 ("Base Period"), divided by 5, minus $1.00.
2. Base Period Compensation (including Incentive Payment paid during
year):
1992 $373,929
1993 384,948
1994 447,280
1995 620,000
1996 963,000
----------
$2,789,157
==========
$2,789,157
3. Average Annual Comp (----------) $557,831
5 --------
4. Three times Average Annual Comp $1,673,494
----------
5. Maximum Payment (cash and F.M.V. of stock) $1,673,493
----------
VIA FAX
cc: Xxxxx Xxxxxxx, Esq.
