Exhibit 10.8
EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT dated as of October 12, 2000, between XXXXXX &
XXXXXXXXX CORPORATION, a Virginia corporation ("PLC"), and J. XXXXXXX XXXXXX,
III (the "Employee").
BACKGROUND
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Pursuant to the Stock Purchase Agreement dated as of even date herewith
(the "Purchase Agreement") between Orleans Homebuilders, Inc., a Delaware
corporation ("Orleans"), and all of the stockholders of PLC (the "Former
Stockholders"), Orleans is acquiring all of the issued and outstanding shares of
stock of PLC. The execution and delivery of this Agreement is a condition to
closing under the Purchase Agreement. This Agreement supercedes all existing
employment agreements, oral or written, between PLC and Employee.
PLC desires to employ Employee as President of PLC, and Employee
desires to be so employed on the terms and conditions contained in this
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
SECTION 1. CAPACITY AND DUTIES
1.1 Employment; Acceptance of Employment. PLC hereby employs Employee
and Employee accepts employment by PLC for the period and upon the terms and
conditions hereinafter set forth.
1.2 Capacity and Duties.
(a) Employee shall be employed by PLC as its President and,
subject to the supervision and control of the Vice Chairman of Orleans (the
"Vice Chairman"), shall be responsible for day-to-day operations of the Company.
Employee shall report directly to the Vice Chairman in performing his duties
hereunder.
(b) Employee shall devote his full working time, energy skill
and best efforts to the performance of his duties hereunder for at least twelve
full working days per month, and shall not be employed by or participate or
engage in or take part in any manner in the management or operation of any
business enterprise or pursuit other than PLC and its Affiliates without the
prior written consent of the Board of Directors of Orleans (the "Board") which
consent may be granted or withheld in its sole discretion. For purposes of this
Agreement, "Affiliate" means any person or entity controlling, controlled by or
under common control with PLC. "Control," as used herein, means the power to
direct management and policies of a person or entity, directly or indirectly,
whether through the ownership of voting, securities, by contract or otherwise;
and the term "controlling" and "controlled" shall have correlative meanings;
provided that, any person or entity that owns beneficially, either directly or
through one or more intermediaries, more than 20% of the ownership interests in
a specified entity shall be presumed to control such entity for purposes of the
definition of "Affiliate."
SECTION 2. TERM OF EMPLOYMENT
The term of Employee's employment hereunder shall be three years
commencing on the date hereof. Employee's employment hereunder may be renewed
for such additional term(s) as shall be set forth in a writing signed by
Employee and by PLC pursuant to express authorization of the Board, and
Employee's employment hereunder shall be subject to termination as provided in
Section 4 hereof.
SECTION 3. COMPENSATION
3.1 Basic Compensation.
As compensation for Employee's services hereunder, PLC shall
pay to Employee a salary at the annual rate of $220,000 (the "Base Salary"),
payable in accordance with PLC's regular payroll practices in effect from time
to time during the term of Employee's employment.
3.2 Stock.
3.2.1 A total of 37,500 shares of the Common Stock of Orleans
(as adjusted in good faith by the Board for stock splits or combinations,
reclassifications, mergers and similar events) (each, an "Installment") shall be
made available for issuance to Employee and the Eligible Former Stockholders (as
defined below) on each of the first four anniversaries of the date hereof (or
the next business day if such day is a holiday and/or banks are closed)
("Anniversary Dates"). Each Installment shall be allocated among Employee and
the Eligible Former Stockholders as set forth on Schedule 3.2.1 hereto
("Installment Allocations") and in accordance with this Section 3.2.1. On each
Anniversary Date, Employee shall be entitled to receive his Installment
Allocation so long as Employee is employed by PLC on the day preceding such
Anniversary Date; provided Employee shall be entitled to receive the fourth
Installment on the fourth Anniversary Date if prior to the third Anniversary
Date Employee offers to extend the term of his employment for an additional year
and such offer is not accepted (without Cause) by PLC; provided further Employee
shall be entitled to receive the applicable Installment on each Anniversary Date
(including the fourth Anniversary Date) notwithstanding that he is not then
employed by PLC if his employment was terminated (i) by PLC without Cause, (ii)
by PLC for Cause pursuant to clause (iv) or (v) of the definition thereof (iii)
by Employee for any reason, or (iv) by reason of Employee's death or Disability
(as defined in Section 4.2). Unless Employee shall deliver cash to PLC in an
amount sufficient in its good faith judgment to satisfy withholding tax
obligations with respect to the shares otherwise issuable to Employee, PLC shall
withhold a percentage of the shares otherwise issuable to Employee equal to the
then applicable withholding tax rate. "Eligible Former Stockholders" shall mean
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Former Stockholders, other than Employee, who are (i) employed by PLC on the day
preceding the relevant Anniversary Date (for purposes of this Section 3.2.1) or
on the relevant June 30 (for purposes of Section 3.3) or (ii) not employed by
PLC because his or her employment was terminated (a) by PLC without Cause (as
defined in such Former Stockholder's employment agreement with PLC), (b) by such
Former Stockholder for Good Reason (as defined in such Former Stockholder's
employment agreement with PLC) or (c) by reason of such Former Stockholder's
death or Disability (as defined in such Former Stockholder's employment
agreement with PLC).
3.2.2 Employee understands that the shares will not be
registered for sale under federal or state securities laws, that neither PLC nor
Orleans has any obligation to register such shares and that Employee will not be
able to sell or transfer the shares in the absence of applicable exemptions from
registration under federal and state law. Accordingly, Employee hereby agrees to
hold such shares for investment and not to sell or transfer such shares in the
absence of an opinion of counsel satisfactory to Orleans that such sale or
transfer complies with applicable securities laws. Orleans may place a legend on
each stock certificate for the shares reflecting the restrictions on sale and
transfer and may instruct the stock transfer agent to impose a stop transfer
order with respect to the shares in each case consistent with the limitations
set forth in this Section 3.2.2.
3.2.3 In the event that Orleans or its successor shall cease
to be a corporation the stock of which is publicly traded, any obligation to
issue shares shall also cease, and PLC or an Affiliate shall thereafter pay cash
in the amount of $3.33 per share (subject to withholding, as aforesaid) in
lieu of shares which would otherwise be issuable to Employee in accordance with
the provisions hereof.
3.2.4 Employee may cause Orleans to acquire all or a portion
of the Common Shares delivered to Employee in accordance with Section 3.2.1 and
not previously sold, at a price of three dollars and thirty-three cents ($3.33)
per share (subject to adjustment for stock splits, dividends paid in capital
stock of Orleans, subdivisions, reclassifications, recapitalizations, and the
like) during the Put Exercise Period hereinafter defined. At any time after July
31, 2005, Orleans shall give notice to Employee of its right pursuant to the
preceding sentence (the "Put Right"). If Employee wishes to exercise his Put
Right, he shall give notice to such effect to Orleans stating the number of
shares as to which the Put Right is being exercised within 30 days after receipt
of the notice of such night from Orleans (failure to give such notice within
such period shall constitute a waiver of Employee's rights to cause Orleans to
repurchase shares hereunder). Orleans shall repurchase the shares which are
subject to the exercise of the Put Right within 60 days after Employee gives the
notice referred in the previous sentence and shall pay for such shares by wire
transfer or other means satisfactory to Employee.
3.3 Incentive Compensation. If, during a fiscal year of PLC ending on
June 30, 2001, 2002 or 2003, pre-tax profits from Market Operations exceeds
$1,750,000, PLC shall pay an aggregate amount equal to 25% of such excess
pre-tax profits, reduced by withholding tax obligations of PLC with respect to
such incentive compensation (the "Incentive Compensation Payment"), to Employee
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and to the Eligible Former Stockholders. The Incentive Compensation Payment
shall be allocated among Employee and the Eligible Former Stockholders in
accordance with Schedule 3.2.1. Employee shall be entitled to receive his
allocations of the Incentive Compensation Payment due under this Section 3.3 for
each of the fiscal years ending June 30, 2001, 2002 and 2003 notwithstanding
that he is not then employed by PLC if his employment by PLC was terminated (i)
by PLC without Cause, (ii) by PLC for Cause pursuant to clause (iv) or (v) of
the definition thereof, (iii) by Employee for any reason, or (iv) by reason of
Employee's death or Disability. "Pre-tax Profits from Market Operations" means
the net income before income taxes and without any deduction for costs related
to the transactions contemplated by the Purchase Agreement or corporate overhead
or additional costs associated with assimilating PLC into Orleans' operations
and accounting system (but with deduction for the salary of Xxxxxx Xxxxx or his
successor), arising from the sale of homes constructed by PLC, Orleans, or an
entity owned directly or indirectly by Orleans, in the states of Virginia, North
Carolina, and South Carolina; provided that in the event additional capital is
required to be contributed by Orleans to the Company, the Pre-Tax Profits from
Market Operations for purposes of making the calculations required by this
Section 3.3 shall be reduced by 25% of the average amount of such contribution
outstanding during the applicable fiscal year that is in excess of the
cumulative distributions theretofore made by PLC to Orleans or any subsidiary
thereof. PLC shall maintain books and records sufficient to permit the
determination of revenues derived from and expenses and taxes chargeable to
Market Operations. Within 110 days of the end of each such fiscal year, PLC
shall deliver to Employee a computation in reasonable detail setting forth the
amount of incentive compensation payable. Notwithstanding the amount of pre-tax
profits from Market Operations, no more than $1,250,000 in the aggregate for all
fiscal years shall be payable by reason of this Section 3.3. The incentive
payment(s), if any, shall be made within 120 days following the end of the
fiscal year for which the incentive compensation is payable.
3.4 Bonus Plan. Employee shall be entitled during the term of his
employment to participate in the bonus plan summarized on Schedule 3.3 hereof.
3.5 Fringe Benefits. Employee shall be entitled during the term of his
employment to participate in PLC's benefit plan(s) listed on Schedule 3.4 hereof
at PLC's cost, subject to such (i) co-payments and deductibles as are provided
for in such plans and (ii) modifications as shall be generally applicable to
senior employees of PLC and Orleans.
3.6 Vacation. Employee shall be entitled to the number of vacation days
during each calendar year during, the term of his employment as is provided
generally to other senior employees of Orleans, in respect of which time his
compensation shall be paid in full.
3.7 Expense Reimbursement. During the term of his employment, PLC shall
reimburse Employee for all reasonable expenses incurred by him in connection
with the performance of his duties hereunder in accordance with its regular
reimbursement policies as in effect from time to time and upon receipt of
itemized vouchers therefor and such other supporting information as PLC may
reasonably require.
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SECTION 4. TERMINATION OF EMPLOYMENT
4.1 Death of Employee. Employee's employment hereunder shall
immediately terminate upon his death, upon which PLC shall not thereafter be
obligated to make any further payments hereunder other than (i) amounts
(including salary, bonuses, and expense reimbursement) accrued as of the date of
Employee's death accordance with generally accepted accounting principles
("GAAP"), as conclusively determined in the absence of bad faith or manifest
error by PLC, (ii) on each applicable Anniversary Date, an Installment
Allocation payable under Section 3.2.1, and (iii) at the times set forth in
Section 3.3, his allocation of the Incentive Compensation Payments.
4.2 Disability of Employee. If Employee, in the reasonable opinion of a
physician selected by Orleans, has been unable for any reason due to his
physical, mental or emotional illness or condition to perform his duties
hereunder for a period of 120 days within six consecutive months (a
"Disability"), then PLC shall have the right to terminate Employee's employment
upon 30 days' prior or written notice to Employee at any time during the
continuation of such inability, in which event PLC shall not thereafter be
obligated to make any further payments hereunder other than (i) amounts
(including salary, bonuses and expense reimbursement) accrued as of the date of
such termination in accordance with GAAP, as conclusively determined in the
absence of bad faith or manifest error by PLC, (ii) on each applicable
Anniversary Date, an Installment Allocation payable under Section 3.2.1, and
(iii) at the times set forth in Section 3.3, his allocation of the applicable
Incentive Compensation Payment.
4.3 Termination for Cause. Employee's employment hereunder shall
terminate immediately upon notice that PLC is terminating Employee for "Cause"
(as defined herein), in which event PLC shall not thereafter be obligated to
make any further payments hereunder other than amounts (including incentive
compensation, expense reimbursement, etc.) accrued as of the date of such
termination in accordance with GAAP, as conclusively determined in the absence
of bad faith or manifest error by PLC. As used herein, "Cause" shall mean any
of the following:
(i) fraud, theft or misappropriation or embezzlement of the
assets or funds of PLC or an Affiliate;
(ii) indictment for any felony or any other crime involving
fraud or misrepresentation or moral turpitude;
(iii) breach of Employee's obligations under Sections 5, 6.2
or 6.3 of this Agreement;
(iv) failure of Employee to perform his duties and
responsibilities to PLC, which persists for more than twenty (20) days after
written notice from the CEO of Orleans ("CEO"), the Vice Chairman or the Board
or which recurs;
(v) willful violation in any material respect of any
reasonable direction or rule or regulation consistent with his position as
President of PLC and his obligations under this Agreement established by the
CEO, the Vice Chairman or the Board which persists for more than twenty (20)
days after written notice from the CEO, the Vice Chairman or the Board; or
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(vi) abuse of alcohol or abuse of other drugs or illegal
possession or use of any controlled substance.
4.4 Termination for Good Reason. Notwithstanding anything herein to the
contrary, Employee shall be entitled to terminate his employment by PLC for
"Good Reason" (as defined herein). As used herein "Good Reason" shall mean any
of the following that is not cured by PLC within thirty (30) days after
Employee delivers written notice thereof to the CEO and the Vice Chairman of
Orleans:
(i) a decrease in Employee's Base Salary for any year while
employed by PLC below Employee's Base Salary in the immediately preceding year;
(ii) a material reduction in Employee's duties or authority
from the duties or authority that he had immediately after the acquisition
pursuant to the Purchase Agreement;
(iii) a change in the location at which Employee is required
to perform the majority of his duties with PLC to a location more than 20 miles
from the location on the date hereof; or
(iv) a material and disproportionate reduction (as compared to
executives that hold comparable positions with Orleans) by PLC of employee
benefits available to Employee and his dependents under employee benefit plans
or programs that either are in effect on the commencement of employment
following the closing of the acquisition under the Purchase Agreement or which
are adopted thereafter by PLC and in which Employee is eligible to participate;
provided that no such reduction shall be deemed to have occurred if PLC adopts
or implements a substitute plan or program for Employee that provides
substantially comparable benefits at no materially greater cost to Employee.
4.5 Severance In The Event of Termination Without Cause of For Good
Reason. In the event that on or before the second Anniversary Date, Employee's
employment is terminated by PLC without Cause or is terminated by Employee for
Good Reason, PLC shall continue to pay to Employee after the effective date of
such termination his Base Salary that is in effect as of the date of termination
for twelve (12) months. In the event that after the second Anniversary Date
Employee's employment is terminated by PLC without Cause or is terminated by
Employee for Good Reason, PLC shall continue to pay to Employee after the
effective date of such termination Employee's annual Base Salary that is in
effect as of the date of termination until the third Anniversary Date. Nothing
in this Section 4.5 shall affect in any way Employee's entitlement to receive
the shares of Common Stock contemplated by Section 3.2 or the Incentive
Compensation contemplated by Section 3.3.
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SECTION 5. RESTRICTIVE COVENANTS
5.1 Confidentiality. Employee acknowledges a duty of confidentiality
owed to PLC and Affiliates and Employee shall not, directly or indirectly, at
any time during or after his employment by PLC, retain in writing, use, divulge,
furnish, or make accessible to anyone, without the express authorization of the
Board, any trade secret, private or confidential information of PLC or any
Affiliate obtained or acquired by him while employed at any time by PLC. All
computer software, books, records, and files and know-how generated or acquired
while an employee of PLC or any of its predecessors, are acknowledged to be the
property of PLC and shall not be duplicated, removed from PLC's possession or
made use of other than in pursuit of PLC's or an Affiliate's businesses and,
upon termination of employment for any reason, Employee shall deliver to PLC
promptly, after demand all copies thereof which are then in his possession or
under his control. The provisions of this Section 5.1 shall not apply to
information which (i) is or becomes generally available to the public other than
as a result of disclosure by Employee or (ii) is required to be disclosed by law
or by final, unappealable order of a court or governmental authority.
5.2 Noncompetition. During Employee's employment or, in the event
Employee terminates his employment without Good Reason or PLC terminates
Employee's employment for Cause, for the remainder of the term set forth in
Section 2 (as such term may be renewed as therein provided), Employee shall not
directly or indirectly: (a) engage in the construction or marketing of any homes
or the acquisition or development of any property for any such purpose or (b) be
or become a stockholder, partner, owner, officer, director or employee or agent
of, or a consultant to or give financial or other assistance to, any person or
entity engaging in any such activities; provided, however, that nothing herein
shall prohibit the Employee and his affiliates from owning, as passive
investors, in the aggregate not more than 2% of the outstanding publicly traded
stock of any corporation so engaged. The duration of the Employee's covenants
set forth in this Section 5.2 shall be extended by a period of time equal to the
number of days, if any, during, which the Employee is in violation of the
provisions hereof. This clause 5.2 is limited in geographical scope to a fifty
mile radius of Richmond, Virginia, a fifty mile radius of Suffolk, Virginia, and
a fifty mile radius of each other location in which PLC does business during
Employee's employment with PLC that is material to PLC. This clause 5.2 is in
addition to, and not in limitation of, any other noncompetition agreement
between Employee and PLC or an Affiliate whether entered into before,
concurrently or after this Agreement.
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5.3 Injunctive and Other Relief.
(a) Employee acknowledges that (i) the covenants contained in
Sections 5 and 6.3 herein are fair and reasonable in light of the circumstances
and (ii) damages alone would not be an adequate remedy for any breach by
Employee of his covenants contained herein and, accordingly, in addition to any
other remedies which PLC may have, PLC shall be entitled to injunctive relief in
any court of competent jurisdiction for any breach or threatened breach of any
such covenants by Employee. Nothing contained herein shall prevent or delay PLC
from seeking, in any court of competent jurisdiction, specific performance or
other equitable remedies in the event of any breach or threatened breach by
Employee of any of his obligations hereunder.
(b) In addition to such equitable relief with respect to
Sections 5 and 6.3, PLC shall be entitled to monetary damages for any breach in
an amount deemed reasonable to cover all actual and consequential losses.
(c) In the event that PLC, an Affiliate or Employee incurs
counsel fees or other costs and expenses in connection with the enforcement of
any and all of their respective rights under this Agreement, including any
arbitration proceeding pursuant to Section 6.1 hereof, the substantially
prevailing party shall be entitled to receive reasonable attorneys' fees and
costs and expenses in connection with the enforcement of such prevailing party's
rights.
SECTION 6. MISCELLANEOUS
6.1 Arbitration.
(a) All disputes arising out of or relating to this Agreement
which cannot be settled by the parties shall be settled by arbitration in
Richmond, Virginia, pursuant to the rules and regulations then obtaining of the
American Arbitration Association; provided that nothing herein shall preclude
PLC from seeking, in any court of competent jurisdiction, damages, specific
performance or other equitable remedies in the case of any breach or threatened
breach by Employee of Section 5 or 6.3 hereof. The decision of the arbitrators
shall be final and binding upon the parties, and judgment upon such decision may
be entered in any court of competent jurisdiction.
(b) Discovery shall be allowed pursuant to the intendment of
the United States Federal Rules of Civil Procedure and as the arbitrators
determine appropriate under the circumstances.
(c) The arbitration tribunal shall be formed of three (3)
arbitrators, one to be appointed by each party, and the third to be appointed by
the first two arbitrators. Such arbitrators shall be required to apply the
contractual provisions hereof in deciding any matter submitted to them and shall
not have any authority, by reason of this Agreement or otherwise, to render a
decision that is contrary to the mutual intent of the parties as set forth in
this Agreement.
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6.2 Prior Employment. Employee represents and warrants that, on the
date hereof, he is not a party to any other employment, non-competition, joint
venture, partnership or other agreement or restriction that could interfere with
his employment with PLC or his or PLC's rights and obligations hereunder; and
that employment and the performance of his duties hereunder will not breach the
provisions of any contract, agreement, or understanding to which he is party or
any duty owed by him to any other person. Employee warrants and covenants that
he will not hereafter become a party to or be bound by any such conflicting
agreement.
6.3 Solicitation of Employees. During the term of Employee's employment
and for two years thereafter, Employee shall not directly or indirectly solicit
any person who is employed by PLC or any Affiliate with a view to the engagement
or employment of such person by any person or entity or otherwise interfere with
the employment relationship of any employee of PLC or any Affiliate.
6.4 Severability. The invalidity or unenforceability of any particular
provision or part of any provision of this Agreement shall not affect the other
provisions or parts hereof. If any provision hereof is determined to be invalid
or unenforceable by a court of competent jurisdiction by reason of the duration
or scope of the covenants contained therein, such duration or scope, or both,
shall be considered to be reduced to a duration or scope to the extent necessary
to cure such invalidity.
6.5 Assignment. This Agreement shall not be assignable by Employee.
This Agreement shall be assignable by PLC to Orleans or to any entity which may
be or may become a direct or indirect Subsidiary of Orleans, in which event such
assignee shall thereafter be deemed to be PLC for the purposes of this Agreement
and to have all of the rights and obligations of PLC hereunder. Subsidiary shall
mean an entity at least 80% of the equity of which is directly or indirectly
owned by Orleans and which is controlled directly or indirectly by Orleans.
Subject to the foregoing, this Agreement and the rights and obligations set
forth herein shall inure to the benefit of, and be binding upon, the parties
hereto and each of their respective permitted successors, assigns, heirs,
executors and administrators.
6.6 Notices. All notices hereunder shall be in writing and shall be
sufficiently hand-delivered, sent by documented overnight delivery service or
registered or certified mail, postage prepaid, return receipt requested or by
telegram, fax or telecopy (confirmed by U.S. mail), receipt acknowledged,
addressed as set forth below or to such other person and/or at such other
address as may be furnished in writing by any party hereto to the other. Any
such notice shall be deemed to have been given as of the date received, in the
case of personal delivery, or on the date shown on the receipt or confirmation
therefor, in a other cases. Any and all service of process and any other notice
in any action, suit or proceeding shall be effective against any party if given
as provided in this Agreement; provided that nothing herein shall be deemed to
affect the right of any party to serve process in any other manner permitted by
law.
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(a) If to Orleans Homebuilders, Inc.:
Orleans Homebuilders, Inc.
Xxx Xxxxxxxxx Xxxxxx
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxx, Vice Chairman
With a copy to:
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00xx & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx, Esquire
(b) If to Employee:
J. Xxxxxxx Xxxxxx, III
000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
With a copy to:
McGuireWoods, LLP
One Xxxxx Center
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Tel.: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esquire
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6.7 Entire Agreement and Modification. This Agreement (including the
schedules hereto) constitutes the entire agreement between the parties hereto
with respect to the matters contemplated herein and supersedes all prior
agreements and understandings with respect thereto. No amendment, modification,
or waiver of this Agreement shall be effective unless in writing. Neither the
failure nor any delay on the part of any party to exercise any right, remedy,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power, or
privilege with respect to any occurrence or be construed as a waiver of any
right, remedy, power, or privilege with respect to any other occurrence.
6.8 Governing Law. The parties acknowledge that this Agreement has been
entered into in connection with the acquisition by Orleans from Employee and
the other Former Stockholders of all of the stock of PLC and that Orleans is an
intended beneficiary of this Agreement. Accordingly, the parties agree that this
Agreement is made pursuant to, and shall be construed and enforced in accordance
with, the internal laws of the Commonwealth of Pennsylvania (and United States
federal law, to the extent applicable), without giving effect to otherwise
applicable principles of conflicts of law.
6.9 Headings; Counterparts. The headings of paragraphs in this
Agreement are for convenience only and shall not affect its interpretation. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original and all of which, when taken together, shall be deemed
to constitute but one and the same Agreement.
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(signature page to J. Xxxxxxx Xxxxxx, III Employment Agreement)
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
XXXXXX & XXXXXXXXX CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------
Title: Vice Chairman
J XXXXXXX XXXXXX, III
/s/ J. Xxxxxxx Xxxxxx
---------------------
Orleans Homebuilders, Inc. hereby joins in this Agreement to acknowledge its
obligations under Section 3.2 hereof.
ORLEANS HOMEBUILDERS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------
Title: Vice Chairman
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Schedule 3.2.1 to Employment Agreement
--------------------------------------
Allocation
Name of Percentage for Shares of
Employee Incentive Payments Stock
-------- ------------------ -----
Xxxxxxxx Xxxxxxx 3.285% 1,820
Xxxxxxx X. Xxxxxxxx 13.676% 9,700
J. Xxxxxxx Xxxxxx 4.107% 2,276
J. Xxxxxxx Xxxxxx, III 60.862% 123,004
L. Xxxxxxx Xxxxxxx 12.526% 10,128
Xxxxx X. Xxxxx 5.544% 3,072
------- -------
Total 100.000% 150,000
======= =======
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Schedule 3.3 to Employment Agreement
------------------------------------
None.
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Schedule 3.4 to Employment Agreement
------------------------------------
The following is a list of benefits initially available to Employee.
The Employee may have access to these though he may choose not enroll in all of
them.
1. Health insurance plan currently in place or comparable.
2. 401(k) benefits comparable to existing plan (50% match of first 6% employee
contribution).
3. Employer to pay monthly fees related to membership in the Foundry Golf Club.
4. Use of Vehicle:
(a) Current vehicle 1998 "Yukon" or equivalent vehicle for 1 year
(b) $1,000 per month car allowance after November 1, 2001
(c) Gas and Maintenance provided by Employer
5. Life insurance currently in place or comparable.
6. Disability insurance currently in place or comparable.
7. Vacation and sick leave per addendum to Employee Manual.
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