EXHIBIT 10.35
July 15, 2003
Xx. Xxxxxxx X. Mon
President and Chief Executive Officer
Technical Olympic USA, Inc.
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000X
Xxxxxxxxx, Xxxxxxx 00000
Dear Xxxx:
This letter constitutes our offer to extend the term of your current employment
agreement with Technical Olympic USA, Inc., on the conditions set forth in this
letter. The conditions of our offer are as follows:
o Your employment agreement is set to expire on December 31, 2006. We
propose a two-year extension to this term, with an expiration date
of December 31, 2008.
o Your base compensation arrangement shall remain unchanged and will
continue to be calculated for the additional two-year term as set
forth in the agreement (section 5.1).
o Your incentive compensation structure will remain unchanged and the
basic design will continue to follow that set forth in the Nextera
Report, attached to your agreement as Attachment A. We propose the
following adjustments in application:
o $3,000,000 cash cap on annual incentives, instead of existing
$2,000,000 cash cap.
o Equity incentive compensation for each of the extension years
(2007 and 2008) will be in an amount per year representing one
percent (1%) of the then total diluted shares of the company.
These equity grants will take place on January 1 of 2007 and
2008, respectively, and are contemplated to be in the form of
stock options that would fully vest 1 year from the grant date,
with a ten-year exercise term, (that is 2013). The exercise price
per share would be $30.43 for the 2007 grant and $33.47 for the
2008 grant.
o We propose to remain flexible as to the precise structure of the
equity grants described above, which may take the form of stock
options, phantom stock, restricted stock, or other similar
mechanisms, provided that the economic value of the ultimate form
will be equivalent to the terms described above. We will work
with you to reach a final determination of the structure for
these equity grants within 180 days from the date of this letter.
o All other terms and conditions of your employment agreement remain
unchanged.
If you agree with the terms of this offer, please indicate your agreement by
signing below. Upon your acceptance, this letter agreement will constitute an
amendment to your employment agreement and will be binding upon us, subject only
to final approval by the Compensation and Benefits Committee.
Sincerely yours,
/s/ Xxxxxxxxxxx Stengos
Xxxxxxxxxxx Stengos
Chairman of the Board of Directors
Agreed and accepted this 15 day of July, 2003.
/s/ Xxxxxxx X. Mon
Xxxxxxx X. Mon
