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Exhibit 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "
Agreement ") is made and entered into as of this 5th
day of February, 2007 by and between Nancy Goodson ("
Executive ") and HFF, Inc., a Delaware Corporation
(the "Company" ).
WITNESSETH:
WHEREAS , HFF Holdings
LLC, a Delaware limited liability company (" HFF
Holdings ") is party to that certain Sale and Merger
Agreement, dated as of January 30, 2007, among HFF Holdings, the
Company, and the other parties thereto (the " Sale and Merger
Agreement "), pursuant to which the Company will acquire
100% of HFF Partnership Holdings LLC, a Delaware limited liability
company (" Holdco ") (through its wholly-owned
subsidiary, Holliday GP Corp. (the " General Partner
"), which is the current general partner of Holliday Fenoglio
Fowler, L.P., a Texas limited partnership (" HFF LP
")).
WHEREAS , conditioned upon
the closing of the transactions contemplated by the Sale and Merger
Agreement (the " Closing ") and the effectiveness of
a Registration Statement on Form S-1 registering the
Company’s Class A common stock (the " Registration
Statement "), the Company desires to continue the employ of
Executive, and Executive desires to continue to be employed by the
Company, under the terms specified in this Agreement.
NOW, THEREFORE , in
consideration of the premises and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Employment . Provided that the Closing occurs
and the Registration Statement becomes effective, the Company
agrees, during the Term (as defined in Section 2 below), to
employ Executive as an employee of the Company and Executive agrees
to accept such employment, upon the terms and conditions
hereinafter set forth.
2. Term . Subject to earlier expiration under
Section 6 below, Executive’s employment by the Company
hereunder shall be for a term commencing on the date that of the
Closing (the " Effective Date ") and expiring on the
close of business on the second anniversary of the Effective Date
(the " Term "); provided that such Term is not
extended in accordance with the next following sentence. The Term
shall automatically be extended for an additional one year period
on each anniversary of the Effective Date unless, not later than
120 days prior to any such anniversary, either party to this
Agreement shall have given notice to the other that the Term shall
not be extended or further extended beyond its then automatically
extended term, if any. The effective date of the termination of
Executive’s employment hereunder, regardless of the reason
therefor, is referred to in this Agreement as the " Date of
Termination ." Notwithstanding the foregoing, the
provisions contained in Section 7 (Non-Disclosure),
Section 8 (Non-Disparagement) and Section 9 (Enforcement;
Remedies and Forfeitures) shall survive and continue after the
Term.
3. Duties and Responsibilities .
(a)
Positions . During the Term, Executive shall serve as the
Chief Operating Officer (the " COO ") of the
Company.
(b)
Duties and Responsibilities . Executive shall render service
as the COO primarily in the Company’s Houston, Texas office.
Executive’s primary duties and obligations hereunder shall be
as directed from time to time by the Chief Executive Officer of the
Company (the " CEO "). In furtherance of the
foregoing, during the Term, Executive shall devote substantially
all of her business time to carrying out such duties.
(c)
Time Commitment . Executive’s employment by the
Company shall be full-time and exclusive and, during the Term,
Executive agrees that she shall (i) devote substantially all
of her business time and attention, her best efforts, and all her
skill and ability to promote the interests of the Company and its
affiliates, and (ii) carry out her duties in a competent and
professional manner. Notwithstanding the foregoing, subject to the
terms of Section 3(b), Executive shall be permitted to
(A) engage in charitable and civic activities, and
(B) manage her personal passive investments which are
(1) investments that are not similar or related to the kinds
of investments entered into by Company or its affiliates, and
(2) are fully disclosed to the CEO and are approved in writing
by the CEO prior to such investment.
4. Compensation .
(a)
Salary . During the Term, as compensation for her services
hereunder and in consideration of the obligations contained herein,
during the Term the Company shall pay Executive, in accordance with
its normal payroll practice an annual salary of $200,000 (the "
Base Salary " ). During the Term, the Compensation
Committee of the Company’s Board of Directors (the "
Compensation Committee ") in consultation with the
CEO shall review the Base Salary annually and may, in the
Compensation Committee’s sole discretion, increase (but not
decrease) the Base Salary.
(b)
Cash Bonus . During the Term, Executive shall be eligible to
receive an annual cash bonus of up to 50% of her Base Salary, as
determined by the Compensation Committee (the " Bonus
"), which shall be payable based upon Executive’s individual
achievement of pre-determined financial or strategic performance
goals established by the Company from time to time, in its sole and
absolute discretion.
(c)
Long-Term Incentive Compensation . On the Effective Date,
subject to the terms and conditions of the HFF, Inc. 2006 Omnibus
Incentive Compensation Plan (the " Omnibus Plan ")
and the applicable award agreement with Executive under the Omnibus
Plan (the " Award Agreement "), the Company shall
grant to Executive Restricted Stock Units (the " RSUs
") based upon the Company’s Class A common stock ("
Common Stock ") with an aggregate fair market value
on the date of grant of $300,000. Subject to the terms of the
Omnibus Plan, the Award Agreement, and as otherwise provided
herein, the RSUs granted hereunder shall vest as follows, provided
that the Executive must be employed by the Company on the relevant
vesting date: (i) 25% of the RSUs will vest on the second
anniversary of the Effective Date, and (ii) an additional 25%
of the RSUs will vest on each of the third, fourth and fifth
anniversaries of the Effective Date. Shares of stock will be
delivered to the Executive immediately following the applicable
vesting date.
5. Expenses; Fringe Benefits .
(a)
Expense Reimbursement . During the Term, the Company agrees
to reimburse Executive for all reasonable, ordinary, necessary and
documented business expenses incurred in the
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performance of services hereunder in accordance with the
policies of the Company as from time to time in effect. Executive,
as a condition precedent to obtaining such payment or
reimbursement, shall provide to the Company any and all statements,
bills or receipts evidencing the travel or out-of-pocket expenses
for which Executive seeks payment or reimbursement, and any other
information or materials, as the Company may from time to time
reasonably request.
(b)
Benefits . During the Term, Executive shall be provided with
the welfare benefits and other fringe benefits to the same extent
and on the same terms as those benefits are provided by the Company
from time to time to the Company’s other similarly-situated
employees. Executive shall be entitled to elect to participate in
any of Company’s standard benefit plans according to their
terms. These plans may be modified or terminated from time-to-time
by Company in accordance with the terms thereof. The written plan
documents shall govern any questions of eligibility, coverage,
duration of coverage, or other details of the plans.
6. Termination .
(a)
Termination . Executive’s employment may be terminated
at any time and for any reason by the Company or Executive
(including but not limited to death or Disability (as defined
below)).
(b)
Termination for without Cause or by Executive with Good
Reason . During the Term only, if Executive’s employment
is terminated by the Company without Cause (as defined below) or by
Executive with Good Reason (as defined below) (a " Qualifying
Termination "), upon execution of a release of claims in
favor the Company and other Company Entities (as defined below) in
a form and manner acceptable to the Company, Executive shall
receive: (i) all earned, unpaid Base Salary and Bonus earned
with respect to a prior year; (ii) the benefits provided
solely in accordance with the applicable terms of the
Company’s employee benefit plans and programs, including, but
not limited to, the Omnibus Plan (including the change in control
provisions thereof, as applicable), except to the extent
specifically provided otherwise in clauses (v) and
(vi) of this Section 6(b); (iii) continuation of
Executive’s Base Salary in accordance with the
Company’s regular payroll schedule for a period of twelve
months beginning on the Date of Termination (the " Severance
Period ") ; (iv) continuation of group health plan
benefits at the no cost to the Executive during the Severance
Period; (v) 50% of the Executive’s unvested RSUs, if
any, and 50% of unvested options awarded under Omnibus Plan ("
Options "), if any, as of the date of the Qualifying
Termination shall become vested on the date of the Qualifying
Termination; and (vi) Executive shall have 90 days to
exercise her vested Options, if any. Any unvested RSUs or Options
are forfeited.
(c)
Termination for Any Other Reason . During the Term only, if
Executive’s employment is terminated for any reason other
than those specified in Section 6(b), including, but not
limited to, a termination by the Company with Cause, by Executive
without Good Reason, due to death or Disability, or expiration of
the Term hereunder (whether or not at the election of the Company
or the Executive), Executive shall only be entitled to receive:
(i) all earned, unpaid Base Salary; (ii) the benefits
provided solely in accordance with the applicable terms of the
Company’s employee benefit plans and programs, including, but
not limited to, the Omnibus Plan (including the change in control
provisions thereof, as applicable), except to the extent
specifically provided otherwise in clause (iii) of this
Section 6(c); and, (iii)(A) in the event of a voluntary
termination by the Executive without Good Reason, all vested
Options must be exercised within 30 days of such termination,
(B) in the event of a
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termination by the Company for Cause, all Options (whether or
not vested) will immediately expire, and (C) in the event of a
termination due to death or Disability, the Executive or her
beneficiary, as applicable, must exercise all vested stock Options
within 1 year of the date of such termination. Any unvested
RSUs and Options will immediately expire.
(d)
Definitions .
(i) For
purposes of this Agreement, " Cause " shall mean, in
each case as determined by the Compensation Committee in
consultation with the CEO:
(A) gross
misconduct or gross negligence in the performance of
Executive’s duties as an employee of the Company;
(B) conviction
or pleading nolo contendere to a felony or a crime involving moral
turpitude;
(C) significant
nonperformance or misperformance of Executive’s duties as an
employee of the Company;
(D) material
violation of policies and procedures established by the Company
(including, but not limited to, material violations of policies
concerning disclosure of confidential information, sexual
harassment, and travel and entertainment reimbursement); or
(E) material
violation of this Agreement.
Notwithstanding the foregoing, except with respect to (B), Cause
shall exist only after the Company gives Executive written notice
of the circumstances giving rise to Cause (" Cause
Notice ") and an opportunity to remedy such circumstances
that have given rise to Cause within thirty (30) days of such
Cause Notice to the reasonable satisfaction of the Compensation
Committee in consultation with the CEO.
(ii) For
purposes of this Agreement, " Disability " shall mean
Executive’s inability to continue to render services to the
Company by reason of a permanent physical or mental disability, as
determined by a medical physician selected in good faith by
Compensation Committee in consultation with the CEO.
(iii) For
purposes of this Agreement, " Good Reason " shall
mean:
(A) a
significant reduction in the duties, authorities of
responsibilities of Executive;
(B) a
reduction in Executive’s Base Salary without
Executive’s consent;
(C) a
reduction in Executive’s Target Bonus opportunity;
(D) a
change in the location of Executive’s principal place of
employment by more than twenty-five (25) miles from its
location as of the Effective Date; or
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(E) a
material violation of this Agreement.
Notwithstanding the foregoing, except with respect to (D), Good
Reason shall exist only after Executive gives the Company written
notice of the circumstances giving rise to Good Reason ("
Good Reason Notice ") within thirty (30) days of
the occurrence of the circumstances giving rise to Good Reason and
the Company has an opportunity to remedy such circumstances within
thirty (30) days of such Good Reason to the reasonable
satisfaction of Executive.
7. Non-Disclosure .
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