0001299933-08-006086 Sample Contracts

AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 30th, 2008 • Avatar Holdings Inc • Operative builders • Delaware

This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) dated December 22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the “Company”) and Randy Kotler (the “Participant”) and amends and restates in its entirety the Restricted Stock Unit Agreement, by and between the Company and the Participant, dated June 26, 2007 (the “Original Agreement”).

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AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 30th, 2008 • Avatar Holdings Inc • Operative builders • Delaware

This AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) dated December 22, 2008, is made by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Jonathan Fels (the “Participant”), and amends and restates in their entirety and consolidates the three Restricted Stock Unit Agreements, by and between the Company and the Participant, each dated April 15, 2005 (each, an “Original Agreement” and collectively, the “Original Agreements”) that specify a minimum price of $65.00 per share, $72.50 per share and $80.00 per share, respectively, in the Hurdle Price Condition (as defined in the respective Original Agreement).

AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT
Participation Award Agreement • December 30th, 2008 • Avatar Holdings Inc • Operative builders • Delaware

This AMENDED AND RESTATED 2008-2010 EARNINGS PARTICIPATION AWARD AGREEMENT, dated December 22, 2008 (the “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 2008-2010 Earnings Participation Award Agreement, by and between the Company and the Participant, dated April 15, 2005 (the “Original Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • Avatar Holdings Inc • Operative builders

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 22, 2008, by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Randy Kotler (the “Employee”), and amends and restates in its entirety the employment agreement dated June 26, 2007 between the Company and the Employee (the “Original Agreement”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • Avatar Holdings Inc • Operative builders

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (including any schedule or annex hereto, this “Agreement”), is made as of December 22, 2008, by and between Avatar Properties Inc., a Florida corporation (the “Company”), and Michael F. Levy (the “Employee”), and amends and restates in its entirety the amended and restated employment agreement dated as of April 15, 2005 between the Company and the Employee and as further amended on September 28, 2005 and December 26, 2006 (the “Original Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • Avatar Holdings Inc • Operative builders

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 22, 2008, by and between Avatar Holdings Inc., a Delaware corporation (the “Company”), and Patricia Kimball Fletcher (the “Employee”), and amends and restates in its entirety the employment agreement dated November 8, 2006 between the Company and the Employee (the “Original Agreement”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2008 • Avatar Holdings Inc • Operative builders

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 22, 2008, by and between Avatar Holdings Inc., a Delaware corporation (the “Company”) and Gerald D. Kelfer (“Employee”) and amends and restates in its entirety, the amended and restated employment agreement dated as of April 15, 2005 between the Company and Employee and as further amended as of December 26, 2006 (the “Original Agreement”).

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