Exhibit 10.19
May 20, 2005
Xx. Xxxxxxx X. Xxxx
Executive Vice President and Chief Operating Officer
Avatar Properties Inc.
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Dear Xx. Xxxx:
This letter agreement hereby amends, restates and supersedes in its
entirety the letter agreement among you (the "Employee"), Avatar Holdings Inc.
("Avatar") and Avatar Properties Inc. (the "Company"), dated as of April 15,
2005.
Reference is made to the following agreements (collectively, the
"Compensation Agreements"), each dated as of April 15, 2005:
1. Amended and Restated Employment Agreement between the
Employee and the Company;
2. Amended and Restated Earnings Participation Award
Agreement between the Employee and Avatar;
3. Change in Control Award Agreement between the Employee and
Avatar;
4. 2008-2010 Earnings Participation Award Agreement between
the Employee and Avatar;
5. Restricted Stock Unit Award Agreement between the Employee
and Avatar, relating to the opportunity to receive 25,000
restricted stock units of Avatar subject to a hurdle price
of $65.00 per share;
6. Restricted Stock Unit Award Agreement between the Employee
and Avatar, relating to the opportunity to receive 25,000
restricted stock units of Avatar subject to a hurdle price
of $72.50 per share; and
7. Restricted Stock Unit Award Agreement between the Employee
and Avatar, relating to the opportunity to receive 25,000
restricted stock units of Avatar subject to a hurdle price
of $80.00 per share.
Notwithstanding anything in the Compensation Agreements to the
contrary, the effectiveness of each of the Compensation Agreements is subject
(A) to the approval by Avatar's stockholders at the 2005 Annual Meeting of
Stockholders of Avatar of each of (i) the Amended and Restated 1997 Incentive
and Capital Accumulation Plan (2005 Restatement) and (ii) the 2005 Executive
Incentive Compensation Plan (such approval of both such plans is referred to
herein as the "Stockholder Approval"), (B) to the Employee's continuous
employment with the Company through and including the Effective Date (as defined
in the following clause (C)), and (C) until June 30, 2005, to the effectiveness
of a registration statement to be filed by Avatar with the U.S. Securities and
Exchange Commission on Form S-8 related to certain stock-based compensation
awarded to the Employee pursuant to the Compensation Agreements (the earlier of
June 30, 2005 and the date of such effectiveness herein being referred to as the
"Effective Date"). In the case of clause (C), if the registration statement on
Form S-8 is not effective on or prior to June 30, 2005 and all other conditions
precedent in the preceding sentence have been satisfied, the restricted stock
units awarded to the Employee in each of the Restricted Stock Unit Award
Agreements referred to above will be awarded in accordance with Section 9 of
such Restricted Stock Unit Award Agreements. In the event that the Stockholder
Approval is not obtained on or prior to June 30, 2005, (i) each of the
Compensation Agreements shall terminate automatically without any further action
required by Avatar, the Company or the Employee and none of Avatar, the Company
or the Employee shall have any liability with respect thereto and (ii) any
agreement between Avatar or the Company, on the one hand, and the Employee, on
the other hand, intended to be amended, restated and superceded by any of the
Compensation Agreements shall remain in full force and effect in accordance
with, and subject to, the terms and conditions set forth therein.
This letter agreement may be executed in counterparts, each of which
shall constitute an original, and all of which when taken together shall
constitute one and the same.
(signature page follows)
2
Please evidence your agreement with the foregoing by executing a copy
of this letter agreement and returning it to Avatar.
Very truly yours,
AVATAR HOLDINGS INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
AVATAR PROPERTIES INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
Acknowledged and agreed to
as of the date first written above:
/s/ Xxxxxxx X. Xxxx
-------------------------------
Xxxxxxx X. Xxxx
3
