UNITED MOBILE HOMES, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Employment Agreement") is
made and entered into this 8th day of January, 2003, by and
between UNITED MOBILE HOMES, INC., a New Jersey corporation (the
"Company") and XXXX X. XXXX, an individual ("Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee, and Employee
desires to be employed by the Company upon the terms and subject
to the conditions set forth in this Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. Employment. The Company hereby employs Employee,
and Employee hereby accepts employment with the Company, upon the
terms and subject to the conditions set forth in this Employment
Agreement.
Section 2. Description of Employment. Employee is employed
as Vice President of the Company. It is agreed that Employee may
also serve as an officer of Monmouth Real Estate Investment
Corporation and of Monmouth Capital Corporation.
Section 3. Term of Employment. Unless sooner terminated in
accordance with the provisions hereof, the term of this
Employment Agreement shall be for a three-year period commencing
January 1, 2003 and terminating December 31, 2005. Thereafter,
the term of this Employment Agreement shall be automatically
renewed and extended for successive one-year periods except that
either party may, at least ninety (90) days prior to such
expiration date or any anniversary thereof, give written notice
to the other party electing that this Employment Agreement not be
renewed or extended, in which event this Employment Agreement
shall expire as of the expiration date or anniversary date,
respectively. In the event of a merger of the Company, sale or
change of control, Employee shall have the right to extend and
renew this Employment Agreement so that the expiration date will
be three years from the date of merger, sale or change of
control.
Section 4. Place of Employment. Employee's principal place
of employment shall be located at such offices of the Company in
central New Jersey as the Board of Directors may, from time to
time, determine.
Section 5. Compensation. As compensation for all services to
be rendered by Employee under this Employment Agreement, the
Company shall pay to Employee a base salary of $177,200 for 2003
with an increase of 10% per year thereafter.
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Said base salaries are to be paid in such intervals (at
least monthly) as salaries are paid generally to other executive
officers of the Company. Any bonus will be at the discretion of
the President.
As compensation on severance of employment for any reason,
including death, Employee shall be entitled to the payment of one
year's salary. The employee shall purchase a disability
insurance policy so that in the event of disability exceeding six
months, the employee will receive lost wages from the disability
policy.
Employee shall also receive an annual stock option to
purchase 10,000 shares of United Mobile Homes, Inc.
Section 6. Benefits. Employee shall participate in all
health, dental, insurance and similar plans of the Company and
shall also be eligible to participate in the Company's 401(k) or
other Plan established by the Company. Employee shall be
entitled to four (4) weeks vacation and the same holidays as
provided for the other members of the staff. The Company
provides the 401(k) Plan in lieu of pension, severance or other
benefits (except such benefits as specifically provided in this
agreement).
Section 7. Review of Performance. The President of the
Company may annually review and evaluate the performance of
Employee under this Employment Agreement with Employee.
Section 8. Termination. This Employment Agreement may be
terminated by the Company at any time by reason of the death or
disability of Employee or for cause. A termination with "cause"
shall mean a termination of this Employment Agreement by reason
of a good faith determination by the Board of Directors of the
Company that Employee (i) failed to substantially perform his
duties with the Company (if not due to death or disability), or
(ii) has engaged in conduct, the consequences of which are
materially adverse to the Company, monetarily or otherwise.
"Disability" shall mean a physical or mental illness which, in
the judgment of the Company after consultation with the licensed
physician attending the Employee, impairs Employee's ability to
substantially perform his duties under this Employment Agreement
as an employee, and as a result of which he shall have been
absent from his duties with the Company on a full time basis for
six (6) consecutive months.
The termination provisions shall not, in any way, affect the
disability benefits provided for in this Employment Agreement.
Section 9. Indemnification and Attorneys Fees. The Company
agrees to indemnify the Employee in either his capacity as
Employee or as a Director of the Company. The Company will pay
all attorneys fees and costs to defend the Employee from any such
lawsuits.
Section 10. Notices. For the purpose of this Employment
Agreement, notices and all other communications provided for in
this Employment Agreement shall be in writing and shall be deemed
to have been duly given when personally delivered or sent by
certified mail, return receipt requested, postage prepaid, or by
expedited (overnight) courier with an established national
reputation, shipping prepaid or billed to sender, in either
case addressed to the address
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last given by each party to the other (provided that all notices
to the Company shall be directed to the attention of the Board of
Directors of the Company with a copy to the Secretary of the
Company) or to such other address as either party may have
furnished to the other in writing in accordance herewith.
Section 11. Successors. This Employment Agreement shall be
binding on the Company and any successor to any of its businesses
or assets.
Section 12. Binding Effect. This Employment Agreement shall
insure to the benefit of and be enforceable by Employee's
personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
Section 13. Modification and Waiver. No provision of this
Employment Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing
and signed by Employee and such officer as may be specifically
designated by the Board of Directors of the Company. No waiver
by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision
of this Employment Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
Section 14. Headings. Headings used in this Employment
Agreement are for convenience only and shall not be used to
interpret its provisions.
Section 15. Waiver of Breach. The waiver of either the
Company or Employee of a breach of any provision of this
Employment Agreement shall not operate or be construed as a
waiver of any subsequent breach by either the Company or
Employee.
Section 16. Amendments. No amendments or variations of the
terms and conditions of this Employment Agreement shall be valid
unless the same is in writing and signed by all of the parties
hereto.
Section 17. Severability. The invalidity or unenforceability
of any provision of this Employment Agreement, whether in whole
or in part, shall not in any way affect the validity and/or
enforceability of any other provision herein contained. Any
invalid or unenforceable provision shall be deemed severable to
the extent of any such invalidity or enforceability. It is
expressly understood and agreed that, while the Company and
Employee consider the restrictions contained in this Employment
Agreement reasonable for the purpose of preserving for the
Company the good will, other proprietary rights and intangible
business value of the company if a final judicial determination
is made by a court having jurisdiction that the time or territory
or any other restriction contained in this Employment Agreement
is an unreasonable or otherwise unenforceable restriction
`against Employee, the provisions of such clause shall not be
rendered void but shall be deemed amended to apply as to maximum
time and territory and to such other extent as such court may
judicially determine or indicate to be reasonable.
Section 18. Governing Law. This Employment Agreement shall be
construed and enforced pursuant to the laws of the State of New
Jersey.
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Section 19. Binding Arbitration and Damages Limitation. It is
expressly agreed by all parties to this contract that any dispute
between the parties will be determined by binding arbitration
performed under the rules of The American Arbitration
Association. It is expressly agreed that in no event can the
Employee seek damages exceeding the greater of the dollar amount
of salary and benefits from the time of the dispute to the end of
the contract employment period; or one year's pay. This
provision applies to any and all claims arising from Employee's
employment except for matters solely and directly caused by
workers compensation insurance.
IN WITNESS WHEREOF, this Employment Agreement has been duly
executed by the Company and Employee as of the date first above
written.
UNITED MOBILE HOMES, INC.
WITNESS:
By /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
/s/ Xxxxxxxx Xxxxxxxxx President
By /s/ Xxxx X. Xxxx
Xxxx X. Xxxx
WITNESS: Employee
/s/ Xxxxxxxx Xxxxxxxxx
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