EXHIBIT 10.19
AMENDMENT TO
AMENDED EMPLOYMENT AGREEMENT BETWEEN
DOMINION HOMES, INC,
AND
XXX X. XXXXXXX ("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 Section 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/ Xxx X. Xxxxxxx
-----------------------------
Signed: December 20, 2002
DOMINION HOMES, INC.
By: /s/ Xxxxxx X.Xxxxx Xx.
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Signed: December 20, 2002
