November 8, 2006
Exhibit 10(bz)
November 8, 2006
Xx. Xxxxxxxx Xxxxxxx Xxxxxxxx
Avatar Holdings Inc.
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Avatar Holdings Inc.
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
Reference is made to the following agreements, each between you (the “Employee”) and
Avatar Holdings Inc. (the “Company”) and dated as of the date hereof:
1. | Employment Agreement (the “Employment Agreement”); and | ||
2. | Restricted Stock Unit Award Agreement (the “RSU Award Agreement”) relating to the opportunity to receive 18,900 restricted stock units of the Company. |
Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in
the RSU Award Agreement.
The Company hereby agrees that, upon December 31, 2009 (the “Effective Date”), if the
Employee shall not have vested in the Units pursuant to the RSU Award Agreement on or before the
Effective Date, then the Company shall make a lump sum payment to the Employee in an amount equal
to $1,200,000 by wire transfer of immediately available funds to an account specified by the
Employee in writing, such payment to be made as soon as practicable following the Effective Date;
provided, however, that such payment may be delayed if the Company’s deduction with
respect to such payment otherwise would be limited or eliminated by application of 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”). In such circumstance, the payment
shall be made on the earlier of (i) the earliest date at which the Company reasonably anticipates
that the deduction of such payment will not be limited or eliminated by application of section
162(m) of the Code and (ii) as soon as practicable following the Employee’s separation from
service.
This letter agreement shall be subject to, and governed by, the laws of the State of Florida
applicable to contracts made and to be performed in the State of Florida, regardless of where the
Employee is in fact required to work. This letter agreement may be executed in counterparts, each
of which shall constitute an original, and all of which when taken together shall constitute one
and the same.
[Signature Page Follows]
Please evidence your agreement with the foregoing by executing a copy of this letter agreement
and returning it to Avatar.
Very truly yours, AVATAR HOLDINGS INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
Acknowledged and agreed to as of
the date first written above:
the date first written above:
/s/ Xxxxxxxx Xxxxxxx Xxxxxxxx | ||||
Xxxxxxxx Xxxxxxx Xxxxxxxx | ||||