EXHIBIT 10.23
AMENDMENT TO
AMENDED EMPLOYMENT AGREEMENT BETWEEN
DOMINION HOMES, INC,
AND
Xxxxx X. X'Xxxxxx ("EMPLOYEE")
WHEREAS, Dominion Homes, Inc. ("Dominion") and Employee, collectively, the
"Parties," entered into an amended employment agreement ("Agreement") on
December 29, 2000; and
WHEREAS, the Parties want to amend the Agreement effective January 1, 2003;
NOW, THEREFORE, in exchange for valuable mutual consideration, the adequacy and
receipt of which is acknowledged by the Parties on their behalf and in behalf of
their successors, heirs, assigns and all other claiming through them, the
Agreement is amended as follows:
Effective January 1, 2003, wherever used in the Agreement, the term "Change in
Control" means:
The occurrence of the first of any of the following events:
[1] Xxxxxxx Xxxxxx and Xxxxx Xxxxxx both cease to be members
of Company's Board of Directors; or
[2] Any direct or indirect acquisition by a "person,"
including a "group" [as such terms are used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as
amended ("Act")] after which the "person" or "group" is the
"beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company
representing more than 40 percent of the combined voting power
of the Company's then outstanding securities; provided,
however, that "person" or "group" will not include [a] the
Company, [b] any entity under common control with the Company
[within the meaning of Section 414 of the Internal Revenue
Code of 1986 ("Code")], [c] BRC Properties Inc. or any of its
shareholders or members of the family [as defined in Code
(S)318] of Xxxxxx Xxxxxx or [d] any employee benefit plan of
any entity described in Section [2][a], [b] and/or [c] of this
definition; or
[3] The adoption or authorization by the shareholders of the
Company of a definitive agreement or a series of related
agreements [a] for the merger or other business combination of
the Company with or into another entity in which the
shareholders of the Company immediately before the effective
date of that merger or other business combination own less
than 50 percent
of the voting power in the entity immediately after the
effective date of that merger or other business combination;
or [b] for the sale or other disposition of all or
substantially all of the assets of the Company; or
[4] The adoption by the shareholders of the Company of a plan
relating to the liquidation or dissolution of the Company.
IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement.
EMPLOYEE
/s/ Xxxxx X. X'Xxxxxx
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Signed: December 20 , 2002
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DOMINION HOMES, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Signed: December 20 , 2002
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