WAIVER AND MODIFICATION WITH RESPECT TO EMPLOYMENT AGREEMENT AMENDMENTS
Exhibit 10.223
WAIVER AND MODIFICATION WITH RESPECT TO EMPLOYMENT AGREEMENT AMENDMENTS
WHEREAS, Xxxxxxx X. XxXxxxxx, Xxxx X. Xxxxx, and Xxxxxx X. Xxxxxxx (the “Executives”) have each entered into amendments to their respective employment agreements (the “Amendments”) with Xxxxxxx-Xxxxxx, Inc. (“Company”), which Amendments provide, among other things, that, subject to certain conditions, each of them shall be issued 900,000 shares of restricted stock of Prospect Acquisition Corp., which restricted shares shall be eligible to vest at the rate of 180,000 shares a year on the first through fifth anniversaries of the Effective Time, as defined in the Amendments, and subject to the satisfaction of the Performance Target, as defined in the Amendments;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Executive agrees that his or her Amendment shall be deemed modified so that the reference to 900,000 restricted shares shall be deemed a reference to 556,875 restricted shares and the reference to 180,000 shares shall be deemed a reference to 111,375 restricted shares.
Subject to the foregoing, the Amendments remain in full force and effect, and Company and the Executives hereby ratify and affirm the Amendments in each and every respect.
IN WITNESS WHEREOF, the undersigned have executed this Waiver and Modification on the dates written below.
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COMPANY |
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XXXXXXX-XXXXXX, Inc. |
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a Delaware corporation |
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/s/ Xxxx X. Xxxxxx |
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October 22, 2009 |
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Xxxx X. Xxxxxx |
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Chairman, Compensation Committee |
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EXECUTIVE |
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/s/ Xxxxxxx X. XxXxxxxx |
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October 22, 2009 |
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Xxxxxxx X. XxXxxxxx |
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Date |
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/s/ Xxxx X. Xxxxx |
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October 22, 2009 |
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Xxxx X. Xxxxx |
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/s/ Xxxxxx X. Xxxxxxx |
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October 22, 2009 |
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Xxxxxx X. Xxxxxxx |
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Date |
