0001299933-06-008374 Sample Contracts

SECOND AMENDED AND RESTATED EARNINGS PARTICIPATION AWARD AGREEMENT
Earnings Participation Award Agreement • December 28th, 2006 • Avatar Holdings Inc • Operative builders • Delaware

THIS SECOND AMENDED AND RESTATED EARNINGS PARTICIPATION AWARD AGREEMENT, dated December 26, 2006 (this “Agreement”), is made by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Gerald D. Kelfer (the “Participant”) and amends and restates in its entirety the Earnings Participation Award Agreement, by and between the Company and the Participant, dated March 27, 2003 (the “Award Date”), as amended and restated on April 15, 2005 (the “Original Agreement”).

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SECOND AMENDMENT TO THE 2005 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2006 • Avatar Holdings Inc • Operative builders

Second Amendment, dated as of December 26, 2006 (this “Amendment”), to the 2005 Amended and Restated Employment Agreement, dated as of April 15, 2005, by and between Avatar Properties Inc., a Florida corporation (the “Company”), and Michael F. Levy (the “Employee”).

December 21, 2006
Avatar Holdings Inc • December 28th, 2006 • Operative builders

Mr. Dennis J. Getman Executive Vice President and General Counsel Avatar Holdings Inc. 201 Alhambra Circle 12th Floor Coral Gables, FL 33134

AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2006 • Avatar Holdings Inc • Operative builders

This Amendment, dated as of December 26, 2006 (this “Amendment”), to the Amended and Restated Employment Agreement, dated as of April 15, 2005, by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Gerald D. Kelfer (the “Employee”).

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