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Exhibit 10.1
EMPLOYEE AGREEMENT
THIS AGREEMENT is entered into this 1st day of April, 1997, by and between
LPI DEVELOPMENT, INC., an Illinois corporation (the "Company"), and XXXXXX X.
XXXXXX, an individual residing in the State of Wisconsin (hereinafter "Xxxxxx"
or "Employee").
W I T N E S S E T H :
WHEREAS, the Company is a wholly owned subsidiary of Legend Properties,
Inc., a Delaware corporation; and
WHEREAS, the Company desires to retain the services of Xxxxxx as President
of the Company and Xxxxxx is willing to serve in such capacity.
NOW, THEREFORE, in consideration of their mutual promises hereinafter set
forth, the parties agree:
1. The Company hereby employs Xxxxxx as President of the Company with
full authority to discharge his DUTIES (as defined in Exhibit A) in that
capacity, which DUTIES shall include the formulation of policies and the
administration of the affairs of the Company in all respects subject to the
general direction and control of the Chairman of the Board and Chief Executive
Officer, and the Company further agrees to furnish Xxxxxx during the term of
this Agreement appropriate office space, secretarial services, and other
accommodations suitable to the character of his position and adequate for the
discharge of his DUTIES.
2. Xxxxxx agrees that he will diligently discharge and perform on a
full-time basis the DUTIES required of him as President of the Company during
the term of this Agreement.
3. The term of this Agreement shall commence on the 1st day of April,
1997, and shall continue for a period of two (2) years from the date thereof.
4. The Company agrees to pay Xxxxxx as compensation for all services
rendered hereunder the salary fixed by the board of directors of the Company,
provided that such salary shall not be less than $159,000 for the first year of
the term of this Agreement and $164,000 for the second year of this Agreement.
Said salary shall be paid in equal monthly installments on the first day of
each month or in such other fashion as constitutes the normal practice of the
Company. In addition to the foregoing salary, Xxxxxx shall be entitled to such
employee benefits as are
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normally available to officers of the Company.
5. In addition to the foregoing compensation, the Company agrees to
reimburse Xxxxxx for such expenses as he may reasonably and necessarily incur
in the discharge of his DUTIES hereunder including expenses associated with
travel from Xxxxxx'x current home to the Company's office in Washington, D.C.
until his relocation to the Washington, D.C. area. In addition to his regular
expenses once Xxxxxx has relocated to Washington, D.C. as provided in Paragraph
8 below, the Company agrees to reimburse Xxxxxx $500.00 per month for
automobile expenses, regardless of usage, to be paid on the first day of the
month for the duration of the contract. Xxxxxx will assume responsibility for
all tax reporting requirements.
6. The Company agrees to provide Xxxxxx with the standard benefits
package for employees of Legend Properties, Inc., including the established
401(k) plan, a copy of which is attached hereto as (Exhibit B) and incorporated
herein by reference.
7. The Company agrees that Xxxxxx is entitled to fully participate in its
Incentive Bonus Plan, Profit Sharing and Stock Option Plans retroactive to
January 1, 1997. The terms of the plans will be mutually agreed upon by the
parties no later than May 31, 1997. If the parties fail to agree on the terms
of any one of these plans by said date, then Xxxxxx, in his discretion, may
elect to terminate this Agreement for cause in accordance with the provisions
of subparagraph (b) of Paragraph 11 of this Agreement; provided that, for
purposes of this paragraph only, Xxxxxx'x compensation will be limited to six
(6) months.
8. The Company will reimburse Xxxxxx for his relocation expenses in the
maximum amount of $15,000. Xxxxxx agrees to relocate to the Washington, D.C.
area no later than August 15, 1997. If Xxxxxx is unable to relocate by August
15, 1997, this contract may be terminated at the discretion of either party
provided that Xxxxxx'x right to receive six (6) months of severance under
Paragraph 11 will remain in full force in effect.
9. Xxxxxx shall be entitled to a vacation period totalling up to four (4)
weeks in each year of the term of this Agreement during which time his
compensation shall be paid in full. Such vacations shall be taken by Xxxxxx in
his discretion so long as they do not seriously interfere with the orderly
administration and conduct of the affairs of the Company. At Xxxxxx'x option,
one week of vacation may be carried over into the following year.
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10. The Company will reimburse Xxxxxx for the attorneys' fees and expenses
incurred by him in the drafting and negotiation of this Employment Agreement up
to the amount of $2,500, regardless of whether or not this Agreement is
executed.
11. This Agreement, and any extension or renewal thereof, may be
terminated:
(a) by the Company
i. With or without cause upon sixty (60) days written notice to
Xxxxxx.
ii. If without cause, the compensation payable to Xxxxxx
pursuant to Paragraph 4 hereof shall not xxxxx upon such
termination and shall continue to be paid to Xxxxxx for the
balance of the term of this Agreement plus six (6)
additional months.
iii. If with cause, no further payments shall be made to Xxxxxx
beyond the termination date. For the purposes of this
subparagraph (a), termination for cause shall be restricted
to fraud, embezzlement or misappropriation of funds by
Xxxxxx or for his willful neglect of or refusal to perform
his DUTIES as President of the Company, which actions are
not remedied or corrected by him within fifteen (15) days
after receipt of written notice from the Company as to the
occurrence thereof.
(b) By Employee
i. With or without cause upon sixty (60) days written notice to
the Company.
ii. If without cause, no further payments shall be made to
Xxxxxx.
iii. If with cause, the compensation payable to Xxxxxx pursuant
to Paragraph 4 hereof shall not xxxxx and shall continue to
be paid to Xxxxxx for the balance of the term of this
Agreement plus six (6) additional months. For the purposes
of this subparagraph (b), termination for cause shall
constitute breach
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by the Company of any of its covenants set forth in this
Agreement which are not corrected by the Company within
fifteen (15) days after receipt of written notice of such
breach from Xxxxxx.
(c) By Employee
i. In the event that Xxxxxx continues his employment with the
Company beyond the expiration date of this contract and
Xxxxxx'x employment is subsequently terminated, the Company
agrees to pay Xxxxxx the six months of severance pay
referenced in paragraphs 11 (a - ii) and 11 (b - iii) in a
lump sum upon his termination.
12. If Xxxxxx is unable to perform his DUTIES hereunder by reason of
illness or incapacity for a period of more than six (6) months, this Agreement
may be terminated at the option of either party upon written notice to the
other. Upon such termination Xxxxxx will be entitled to six (6) months continued
compensation payable pursuant to paragraph 4 hereof.
13. This Agreement shall be binding upon and inure to the benefit of any
successor of the Company and any such successor shall be deemed substituted for
the Company under the terms of this Agreement. As used in this Agreement, the
term "successor" shall include any person, firm, corporation or other business
entity which at any time, whether by merger, purchase or otherwise, either
directly or indirectly, acquires all or substantially all of the assets or
business of the Company.
14. Any notice required or permitted to be given under any provision of
this Agreement shall be sufficient if in writing and sent by registered or
certified mail, in the case of Xxxxxx, to his residence at 000 Xxxx Xxxxxxxx,
Xxxxxxxxx Xxx, XX 00000, or to such other address as Xxxxxx shall later
designate, and in the case of the Company, to its principal office to the
attention of the President.
15. The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach by either party.
16. This instrument contains the entire Agreement of the parties with the
respect to the subject matter of Xxxxxx'x employment by the Company, and may be
amended only by an instrument in writing signed by both parties.
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17. This Agreement shall be subject to and governed by the laws of the
State of Virginia. The parties agree that in the event a dispute arises under
or in connection with this Agreement, each irrevocably submits to the
jurisdiction of any state or federal court sitting in Prince Xxxxxxx County,
Virginia with respect to any action or proceeding brought as a result thereof,
and irrevocably waives to the fullest extent permitted by law any objection
which either may now or hereafter have to the laying of venue in any such
action or proceeding in any such forum.
18. In the event that any provision of this Agreement shall be held to be
invalid in any circumstance, such invalidity shall not affect any other
provision or circumstance.
19. Xxxxxx shall be entitled to indemnification with respect to any
actions, claims or proceedings in which he is named, either individually or in
his corporate capacity, to the extent provided by the Bylaws of the Company of
which a copy is attached hereto as Exhibit C.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed the day and year first above written.
LPI DEVELOPMENT, INC.,
an Illinois corporation
By /s/ Xxxxxxx X. Xxxxxx
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Its President
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Attest:
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Secretary
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
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EXHIBIT A
Responsibilities for the position of:
PRESIDENT
OF
LPI DEVELOPMENT, INC.
Reports to the Chairman, Chief Executive Officer and Board of Directors of LPI
Development, Inc.
- Primary responsibility for development and implementation of the strategic
development and business plan for Southbridge, Chapmans Landing and Laguna
Seca.
- Set marketing strategies to achieve the development and business plan at
all properties.
- Set direction for the sales to builders working with the specific Project
Managers.
- Coordinate and arrange for financing consistent with the needs set forth in
the development and business plan.
- Supervise the day to day activity of the Project Managers, Chief Financial
Officer and Administrative Staff.
- Train and recruit new employees.
- Oversee the management of the company employees consistent with the
policies of the company.
- Review and approve all purchase orders and cash disbursements.
- Review and approve all land sales and purchases consistent with the
policies of the corporation.
- Review and approve all property encumbrances consistent with company
policy.
- Oversee company benefit policies as they apply to LPI Development, Inc.
- Maintain community relations, relations with the elected officials and
represent the company at public hearings.
- Supervise local public relations activities as they effect the properties.
- Maintain reporting to the company as required.
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