Exhibit 10c
February 2, 2006
Xx. Xxx X. Xxxxxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Ara:
This letter agreement (the "Agreement") sets forth the terms of the
agreement between you and Hovnanian Enterprises, Inc. (the "Company") in
the event that your employment is terminated due to your "Disability" (as
defined under the X. Xxxxxxxxx Enterprises, Inc. Long Term Disability Plan,
as it may be amended from time to time) or in the event of your death
during your employment with the Company (the date of either such
termination is hereafter referred to as the "Termination Date").
1. Amounts Payable & Designated Beneficiary. In the event that your
employment is terminated due to your Disability or death during your
employment with the Company, you (or your designated beneficiary,
estate, or legal representative) will be entitled to receive a lump sum
of $10 million dollars (the "benefit"). In the event of your death, you
have elected your spouse, Xxxxxx Xxxxxxxxx, to be beneficiary of the
benefit as outlined in this letter agreement. In the event of your
"simultaneous" deaths, or in the event that you are not survived by
Xxxxxx Xxxxxxxxx by at least thirty days, you have elected alternative
beneficiaries under this agreement to be Xxxxxxxxx Xxxxxxxxx and Xxxxxx
Xxxxxxxxx; for which the benefit will be equally divided.
2. Other Plans. Any payments that may become payable to you hereunder are
in addition to all individual death or disability policies, company
provided death or disability policies, or employee benefits, if any, to
which you may be entitled from time to time under the employee benefit
plans, policies or programs of the Company.
3. No Trust Fund. This Agreement will not be construed to create a trust
or separate fund of any kind or a fiduciary relationship between the
Company and any of its affiliates and you or any other person. To the
extent that you (or your designated beneficiary, legal representative or
estate, as applicable) acquire the right to receive payments from the
Company or any of its affiliates under this Agreement, such right will
be no greater than the right of any unsecured general creditor of the
Company.
4. No Right To Employment. Except as expressly provided herein, this
Agreement will not interfere in any way with the right of the Company to
reduce your compensation or other benefits or terminate your employment,
with or without cause. Any rights that you will have in that regard
will be as set forth in any applicable employment agreement between you
and the Company. This Agreement may be changed only by a written
agreement executed by the Company and you.
5. Assignment. You may not assign, transfer, pledge or otherwise dispose
of your rights under this Agreement other than to a family limited
partnership or trust for estate planning purposes, by your will or under
the laws of descent and distribution. If the Company shall be merged
into or consolidated with another entity, the provisions of this
Agreement shall be binding upon and inure to the benefit of the entity
surviving such merger or resulting from such consolidation. The Company
will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, by agreement, expressly to assume and
agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place. The provisions of this Section 5 will
continue to apply to each subsequent employer of you hereunder in the
event of any subsequent merger, consolidation or succession of such
subsequent employer.
6. Governing Law/Counterparts. The validity, construction, and effect of
this Agreement will be determined in accordance with the laws of New
York. This Agreement may be signed in counterparts, each of which will
be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
7. Withholding Taxes. The Company may withhold from any amounts payable
under this Agreement such as Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.
8. Entire Agreement. This Agreement sets forth our entire agreement with
respect to the subject matter hereof, and supersedes any and all prior
agreements between you and the Company, (other than any other employee
benefit plans (as provided in Section 2)) whether written or oral,
relating to any and all matters covered by and contained or otherwise
dealt with in this Agreement. This Agreement has been authorized by the
Executive Compensation Committee of the Board of Directors of the
Company.
This letter Agreement replaces and supercedes the letter Agreement dated
July 28, 2000 between you and the Company.
Please indicate your agreement to the foregoing by executing this
Agreement where indicated below.
HOVNANIAN ENTERPRISES, INC.
By: /S/XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Senior Vice President
Human Resources
Agreed and acknowledged as of
this 2 day of February, 2006
/S/XXX X. XXXXXXXXX
XXX X. XXXXXXXXX
