April 8, 1998
Xx. Xxxxxx X. Xxxxx
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxx 00000
Dear Xx. Xxxxx:
This will confirm the following amendments to the Release and Separation
Agreement, dated August 13, 1997, and the Consultant Agreement (Exhibit "A-1"
attached to the Release and Separation Agreement), between yourself and X.
Xxxxxx Homes.
I. AMENDMENT TO RELEASE AND SEPARATION AGREEMENT
Paragraph 1 of the Release and Separation Agreement shall be amended to
read as follows, and with the exception of this amendment, the Release and
Settlement Agreement remains unchanged:
1. Employment Term and Last Day of Active Service. Your last day of active
service as Executive Vice President and Chief Financial Officer with the
Company will be at the discretion of the Company's Board of Directors, but
shall be no later than June 30, 1998; in any event, you expressly
understand that the Company reserves the right to terminate your employment
for cause at any time. During the remainder of your employment your duties
will generally continue as in your previous employment with the Company and
will include, but will not be limited to, the following: preparation and
submission of SEC reports; preparation of press releases; management of
cash; duties related to the completion of certain transaction(s), as
designated by the Company's Board of Directors; and any other duties
normally performed by the Chief Financial Officer. These duties shall be
performed in a diligent and professional manner.
During the remaining term of your employment, your work locations will
generally be divided between Oahu and CBHI headquarters on Maui. You shall
be reimbursed for parking expenses on Oahu up to an amount of $150.00 per
month for the months of April 1998, May 1998, and June 1998, should you
remain in employment during those months. Your compensation will remain
unchanged, with a salary of eleven thousand, two hundred and fifty dollars
($11,250.00) per month, stock options (25,000 shares at $9.75 and 10,000
shares at $2.0625), and standard Company benefits. Notwithstanding the
foregoing, however, in connection with the merger of X. Xxxxxx Homes, Inc.
and Mauna Loa Macadamia Partners, L.P., you will agree to cancel such stock
options and receive a cash settlement for each unexercised in-the-money
option immediately prior to the date of the consummation of the merger in
accord with the Stock Cancellation and Replacement Agreement.
Xx. Xxxxxx X. Xxxxx
April 8, 1998
Page 2
In addition, should the merger of X. Xxxxxx Homes, Inc. and Mauna Loa
Macadamia Partners, L.P. be completed by September 30, 1998, you shall
receive a cash bonus payment of fifty thousand dollars ($50,000.00), in
lieu of participation in MICP. You shall not accumulate any further
vacation time and hereby agree to waive any and all rights that you may
have to accrued vacation pay, or any vacation pay which may subsequently
accrue pursuant to the Company's vacation policy, in return for a lump sum
payment of $22,500.00 on the date of your separation from employment, if
such date occurs before June 30, 1998, or a lump sum payment of $33,750.00
if the date of your separation from employment is June 30, 1998.
II. AMENDMENT TO THE CONSULTANT AGREEMENT
Exhibit B-1 of the Consultant Agreement shall be amended to read as
follows, and with the exception of this amendment, the Consultant Agreement
remains unchanged:
Exhibit B-1
Fees
For the duration of the Consultant Agreement, Consultant will receive
$11,250.00 per month for services performed under this Agreement. If
Consultant provides more than ten (10) hours of consulting time in a month,
Consultant will be paid at an hourly rate to be mutually agreed upon by the
Company and Consultant. All consultant fees will be payable on the last
day of every month during the term of this Agreement.
Please review the above and indicate your acceptance of these amendments by
signing as indicated below. Thank you for your attention to this matter.
X. Xxxxxx Homes, Inc.
By /s/ Xxxx X. Xxxxx
-------------------------------------
XXXX X. XXXXX
President and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Xxxxxx X. Xxxxx
---------------------------------------------
XXXXXX X. XXXXX
Executive Vice President Chief Financial Officer
Date: April 8, 1998
