Exhibit 2.1
AGREEMENT
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Parties: Continental Homes Holding Corp., a Delaware corporation ("CHHC"); and
Xxxxxx X. and Xxxxxxxx X. Xxxx, his wife (the "Wades").
Date: September 18, 1995
For and in consideration of the promises and undertakings set forth
herein, the parties agree as follows:
1. The Wades have agreed to resign as Directors and Officers of CHHC
and all subsidiaries, joint ventures, limited liability companies and related
companies and entities effective upon execution of this Agreement.
2. To the extent not prohibited by any of CHHC's loan agreements and
upon ten (10) days prior written notice, from and after the date of this
Agreement to and including January 19, 1996, CHHC has the right to buy from the
Wades (in which case the Wades would have an obligation to sell to CHHC) and the
Wades have the right to sell to CHHC (in which case CHHC would have an
obligation to buy from the Wades), up to 488,000 shares of CHHC common Stock at
a purchase price of $20.50 per share. The Wades agree that they will not without
the prior written consent of CHHC sell or offer to sell any other shares of CHHC
Common Stock beneficially owned by them for a period of 270 days from the date
of this Agreement.
3. The Wades agree to act as consultants to CHHC and its related
companies on an as-requested basis from the date of this Agreement through
December 31, 1998 for which CHHC agrees to pay the Wades their current salaries,
but not bonuses, through December 31, 1998, on a bi-weekly basis or as CHHC
otherwise pays its employees. In addition, Xxxxxx X. Xxxx agrees to allow CHHC
and its related companies to use his contractors license(s) or to act as the
designated agent on their license(s) until CHHC or the related entities obtain
substitute licenses or agents, as applicable, which CHHC agrees to expeditiously
pursue>
4. CHHC agrees to maintain and pay for the Wades' benefit all insurance
benefits currently in existence for its employees, subject to CHHC's right to
change its benefit plans, through December 31, 1998. CHHC shall have no
obligation to maintain or pay for the existing "Key-man" life insurance
currently covering the Wades, but will maintain and pay for the "split-dollar"
life insurance coverage for the Wades through December 31, 1998. To the extent
any of the benefit plans covering the Wades has any value, CHHC agrees to assign
these plans to the Wades at their request.
5. CHHC agrees to transfer title to the Wades to the Company cars and
car phones now being driven by the Wades, as soon as practicable after the date
of this Agreement.
6. The Wades agree to surrender to CHHC upon execution of this
Agreement all company credit cards now in the Wades possession.
Executed the date above stated:
Continental Homes Holding Corp.
By: /s/ Xxxxxx X. Xxxxxx
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Its: Chief Executive Officer
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/s/ Xxxxxx X. Xxxx
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/s/ Xxxxxxxx X. Xxxx
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