Exhibit 10.24
DEFERRED COMPENSATION AGREEMENT
THIS DEFERRED COMPENSATION AGREEMENT, (the "Agreement") is
made and entered into on March 6, 2000 by and between HOMEFED CORPORATION, a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxxxx, (the "Director"),
collectively the parties ("Parties").
WITNESSETH:
WHEREAS, Director is a Director of the Company; and
WHEREAS, in connection with the provisions of services to
the Company in his capacity as a Director, the Director desires to defer the
receipt of his compensation from the Company to which in the future he may
become entitled, and the Company agrees to do so, in accordance with the terms
and provisions herein contained;
NOW, THEREFORE, in consideration of the premises and the
mutual convenants and agreements herein contained, the Parties hereby agree as
follows:
1. Deferral of Payments.
The Company shall defer the payment of all compensation
that may be awarded to the Director by the Company from and after the date of
this Agreement through the end of the calendar year 2000.
Each deferred payment shall accrue simple interest (on the
basis of a 360-day year), from the first day of the month immediately following
the date on which payment otherwise would have been made if no deferral had
existed (the "First New Month Date") until the date of actual payment, at a rate
of interest equal to the 1-year Treasury xxxx rate in effect at each First New
Month Date, and the rate of interest shall be reset on the first day of each
subsequent quarter. For purposes hereof, the quarters for calendar year 2000
shall begin January 1, April 1, July 1, and October 1.
All amounts deferred pursuant to this Agreement, including
interest, shall be payable to the Director in calendar year 2001 by no later
than March 15th of that year.
The rights of the Director to the payment of the amounts
pursuant to this Agreement shall be no greater than the rights of an unsecured
general creditor of the Company and may not be assigned, pledged or otherwise
transferred by him during his lifetime to any person, whether by operation or
law or otherwise, and shall not be subject to execution, attachment or similar
proceeding. By written notice delivered to the Company, the Director may
designate (or change a prior designation of) one or more beneficiaries (or his
estate) to receive payment hereunder in the event of his death.
NY2:\886028\01\$ZNW01!.DOC\64909.0001
2. Withholding.
The Director acknowledges and agrees that the Company shall
be entitled to withhold from his compensation all federal, state, local or other
taxes which the Company determines are required to be withheld on amounts
payable to the Director pursuant to this Agreement or otherwise. The Director
further agrees to indemnify the Company and hold it harmless from and against
any and all taxes (and penalties hereon) and interest with respect thereto
arising out of the Director's failure to pay fully his tax liability pursuant to
any present or future law, regulation or ordinance of the United States of
America or any state, city or municipality therein.
3. Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
4. Entire Agreement.
This Agreement constitutes the entire agreement between the
Parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings and arrangements, both oral and written,
between the Parties hereto with respect to such subject matter. This Agreement
may not be modified in any manner, execute by a written instrument signed by
both the Company and the Director.
5. Notices.
Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or facsimile transmission or when deposited in the United
States mail by registered or certified mail, return receipt requested, postage
prepaid, as follows:
If to the Company: HomeFed Corporation
0000 Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
with a copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
If to Director: Xxxxxx X. Xxxxxxxxx
c/o Leucadia National Corporation
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
2
or to such other addresses as either the Company or the
Director may from time to time specify to the other.
6. Notice of Termination; Applicability of Agreement.
Amounts deferred pursuant to this Agreement shall be paid
to the Director only as provided herein. At any time, by notice in writing from
the Director to the Company, the Director may terminate this Agreement whereupon
any compensation earned by the Director subsequent to such notification shall
not be subject to the provisions hereof. Amounts earned prior to any such
notification shall remain subject to the terms hereof even after such
termination.
7. Benefit; Binding Effect.
This Agreement shall be for the benefit of any binding upon
the Parties hereto and their respective heirs, personal representatives, legal
representatives, successors and, where applicable, assigns.
IN WITNESS WHEREOF, the Parties hereto have executed and
delivered this Agreement as of the day and year first above written.
HOMEFED CORPORATION
By: /s/ Xxxx X. Xxxxxx
-----------------------------
XXXX X. XXXXXX, President
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
XXXXXX X. XXXXXXXXX
3