0000950144-07-002309 Sample Contracts

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”), dated November 8, 2006, by and between Avatar Holdings Inc., a Delaware corporation (the “Company”) and Patricia Kimball Fletcher (the “Participant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 8, 2006, by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Patricia Kimball Fletcher (the “Employee”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders • Florida

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (“First Amendment”), dated as of the 25 day of May, 2006, by and among AVATAR PROPERTIES INC., a Florida corporation (“Borrower”), joined by AVATAR HOLDINGS INC., a Delaware corporation (“Guarantor”), WACHOVIA CAPITAL MARKETS, LLC, as lead arranger (“Arranger”), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Lender and in its capacity as administrative agent (“Agent”), GUARANTY BANK, in its capacity as Syndication Agent and Lender, FRANKLIN BANK, SSB, a Texas Savings Bank, in its capacity as lender (each a “Lender” and collectively with the Agent, the “Lenders”). This First Amendment shall become effective as of the date hereof.

Contract
Employment Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders

CONFIDENTIAL PORTION MARKED [************] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

STOCK AWARD AGREEMENT
Stock Award Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders • Delaware

This STOCK AWARD AGREEMENT (this “Agreement”), dated December 28, 2006, is made by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Dennis J. Getman (the “Participant”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (including any schedule or annex hereto, this “Agreement”), is made as of December 28, 2006, by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Dennis J. Getman (the “Employee”), and amends and restates in its entirety, the employment agreement dated as of September 11, 2003 between the Company and the Employee, as amended on August 11, 2004 (the “Original Agreement”).

CONSENT AND WAIVER
Consent and Waiver • March 16th, 2007 • Avatar Holdings Inc • Operative builders • Florida

THIS CONSENT AND WAIVER (“Consent”), dated as of the 4 day of December, 2006, by and among AVATAR PROPERTIES INC., a Florida corporation (“Borrower”), joined by AVATAR HOLDINGS INC., a Delaware corporation (“Guarantor”) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Lender and in its capacity as administrative agent (“Agent”), GUARANTY BANK, in its capacity as Lender and FRANKLIN BANK, SSB, a Texas Savings Bank, in its capacity as Lender (each a “Lender” and collectively, the “Lenders”). This Consent shall become effective as of the date hereof.

November 8, 2006
Avatar Holdings Inc • March 16th, 2007 • Operative builders

Reference is made to the following agreements, each between you (the “Employee”) and Avatar Holdings Inc. (the “Company”) and dated as of the date hereof:

POINCIANA PARKWAY REGULATORY AGREEMENT by and between POLK COUNTY, FLORIDA and AVATAR PROPERTIES INC.
Parkway Regulatory Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders • Florida

THIS POINCIANA PARKWAY REGULATORY AGREEMENT is made and entered into as of December 20, 2006, by and between POLK COUNTY, a political subdivision and charter county of the State of Florida (“Polk County”) and AVATAR PROPERTIES INC., a Florida corporation and/or its successors and assigns (collectively, the “Owner”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders

First Amendment, dated as of August 11, 2004 (“Amendment”), to Employment Agreement, dated September 11, 2003, between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Dennis J. Getman (the “Employee”).

SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO EXTENSION
Credit Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders • Florida

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO EXTENSION (“Second Amendment”), dated as of the 28 day of August, 2006, by and among AVATAR PROPERTIES INC., a Florida corporation (“Borrower”), joined by AVATAR HOLDINGS INC., a Delaware corporation (“Guarantor”) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent acting on behalf of the Lenders (“Agent”). This Second Amendment shall become effective as of the date hereof.

POINCIANA PARKWAY REGULATORY AGREEMENT by and between OSCEOLA COUNTY, FLORIDA and AVATAR PROPERTIES INC.
Parkway Regulatory Agreement • March 16th, 2007 • Avatar Holdings Inc • Operative builders • Florida

THIS POINCIANA PARKWAY REGULATORY AGREEMENT is made and entered into as of December 15, 2006, by and between OSCEOLA COUNTY, a political subdivision and charter county of the State of Florida (“Osceola County”) and AVATAR PROPERTIES INC., a Florida corporation and/or its successors and assigns (collectively, the “Owner”).

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