EXHIBIT 10.18
SEMELE GROUP INC.
MALIBU INCENTIVE BONUS AGREEMENT
1.01 SYNOPSIS. This document sets forth the agreement between Semele
Group Inc. (the "Company") and Xxxxx X. Xxxxx and Xxxx X. Xxxxx (the
"Participants") with respect to incentive bonuses payable to the Participants
that are attributable to the Company's property in Malibu, California (the
"Malibu Property") owned by BMIF BSLF II Rancho Malibu Limited Partnership, an
Illinois limited partnership (the "Partnership"), and is the separate written
agreement referred to in (i) Section 4.02 of the Incentive Compensation Plan,
effective as of December 30, 1997 (the "Plan"), established and maintained by
the Company to benefit the Participants and (ii) Section 5 of the Executive
Employment Agreement dated May 1, 1997, between the Company and Xxxxx X. Xxxxx
and Section 5 of the Employment Agreement dated November 10, 1997, between the
Company and Xxxx X. Xxxxx. The Plan is incorporated into and made a part of this
Agreement by reference.
2.01 MALIBU INCENTIVE BONUS CONTRIBUTIONS.
(a) ANNUAL CONTRIBUTIONS. The Company shall contribute on
account of each Participant an amount equal to 10% of the Malibu
Revenues (for each fiscal year of the Partnership or the Company in
which there are such Malibu Revenues). As used in this Section 2.01,
Malibu Revenues shall mean amounts attributable to the Malibu Property
received by the Partnership or the Company (excluding amounts received
by the Company from the Partnership) from time to time in excess of the
sum of (i) $9,961,991 (the book value of the Company's investment in
the Partnership as reflected on the balance sheet of the Company at
December 31, 1997), and (ii) the investment, including costs and
expenses, made or incurred by the Company or the Partnership after such
date in connection with the development of the Malibu Property
(excluding attorney's fees and expenses incurred in connection with the
settlement of litigation relating to the Malibu Property).
(b) CONTRIBUTIONS UPON TERMINATION OF EMPLOYMENT. In the event
of the termination of employment of a Participant other than by the
Company for Cause (as defined in Section 7.03 of the Participants'
Employment Agreements with the Company), the Company shall contribute
on account of such Participant an amount equal to 10% of the excess of
the fair market value of the Malibu Property then owned by the
Partnership over the sum of (i) the book value of the Company's
investment in the Partnership as reflected on the balance sheet of the
Company at the date of such termination and (ii) the investment,
including costs and expenses, made or incurred by the Company or the
Partnership after December 31, 1997, in connection with the development
of the Malibu Property then owned by the Partnership (excluding such
property's pro rata share of attorney's fees and expenses incurred in
connection with the settlement of litigation relating to the Malibu
Property).
In the event of the termination of employment of a Participant
voluntarily by the Participant, including upon the election by the
Participant not to renew his Employment Agreement at the end of the
Term or any Renewal Term as defined in such Employment Agreements, then
notwithstanding any prior election made by the Participant, all amounts
contributed on account of the Participant pursuant to this Section
2.01(b) shall be contributed in the form of Company Stock.
Notwithstanding anything in the Plan to the contrary, contributions of
deferrals under this Section 2.01(b) shall be made as soon as
reasonably practical, and not later than thirty (30) days following the
date of the Participant's termination.
The fair market value of the Malibu Property then owned by the
Partnership at any time shall be determined by an independent
MAI-certified appraiser chosen by the Company and reasonably acceptable
to the Participant and shall be based on the value of the Malibu
Property to an arm's length purchaser as land with such permits as have
then been obtained and such improvements as then exist.
2.02 PLAN INCORPORATED BY REFERENCE. This Agreement does not set forth
all of the terms and conditions of the Plan, which is hereby incorporated into
and made a part of this Agreement by reference. This Agreement must be read
together with the Plan for a complete statement of the terms and conditions of
the Malibu incentive bonuses determined in accordance with this Agreement.
SEMELE GROUP INC.
Dated: May 20, 1999 By: /s/ Xxxxxx X. Xxxxxxxx
------------------ --------------------------------
Xxxxxx X. Xxxxxxxx,
Chairman, Compensation Committee
ACKNOWLEDGED AND AGREED:
/s/ Xxxx X. Xxxxx
-------------------------------
Xxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
-2-
