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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: LEVITT CORP You are currently viewing:
This Employment Agreement involves

LEVITT CORP

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Title: EMPLOYMENT AGREEMENT
Governing Law: Florida     Date: 8/9/2005
Industry: Construction Services     Law Firm: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.; Baker & Hostetler LLP     Sector: Capital Goods

EMPLOYMENT AGREEMENT, Parties: levitt corp
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Exhibit 10.1

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (“Agreement”), is dated as of April ___, 2004, by and among Bowden Building Corporation, a Tennessee corporation (the “Company”) and John Laguardia (the “Executive”).

          WHEREAS, the Company, Levitt Corporation, a Florida corporation (“Levitt”), ALH Tennessee Acquisition, Inc., a Delaware corporation (“Seller”), and ALH II, Inc., a Delaware corporation (“ALH”), have entered into that certain stock purchase agreement, of even date herewith (the “Purchase Agreement”), whereby the Seller sold one hundred percent (100%) of the issued and outstanding capital stock of the Company to Levitt, subject to the terms and conditions of the Purchase Agreement;

          WHEREAS, the Company desires to employ the Executive in an executive capacity and the Executive desires to accept such employment, all upon the terms and subject to the conditions set forth in this Agreement;

          WHEREAS, the Executive is a party to an Employment Agreement with the Company dated July 1, 2000 (the “Former Agreement”), which will be terminated as of the date of this Agreement; and

          WHEREAS, the Company is engaged in the business of construction of homes (the “Business”), and the Executive has experience and expertise in the Business and, by virtue of his employment with Company, the Executive shall become familiar with and possess the manner, methods, trade secrets and other confidential information pertaining to the Business, including the Company’s client base.

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Agreement, the Company and the Executive agree as follows:

     1.  Recitals; Former Agreement . The above recitals are true and correct and are incorporated herein by reference. Effective as of the date of this Agreement, the Former Agreement is terminated and no further payments are due to the Executive from the Company thereunder.

     2.  Employment; Term . Notwithstanding anything in the NDA (as defined in Section 8.3) to the contrary, the Company shall employ the Executive, and the Executive accepts such employment, on the terms and subject to the conditions set forth in this Agreement, for a term commencing as of the date hereof (the “Effective Date”) and ending on the fifth (5 th ) anniversary of the Effective Date (the “Term”). The Company and the Executive may, prior to the expiration of the Term, agree to renew the Agreement and extend the Term, and all provisions of this Agreement shall remain in effect during any renewals and extensions of the Term.

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     3.  Services .

          3.1 Office and Duties . The Executive shall report to the Board of Directors (the “Board”) of the Company and the President of Levitt (the “Levitt President”). During the Term, the Executive shall serve as Chairman and Chief Executive Officer of the Company, subject to the terms of this Agreement, with such duties, authority and responsibility as are commensurate with such position, subject to oversight and direction of the Board and the Levitt President. In exercising his duties and responsibilities hereunder, the Executive shall have all the power and authority necessary to fulfill and discharge his duties and responsibilities hereunder and shall abide by any lawful directions given by the Board or the Levitt President. Notwithstanding the foregoing, the Executive shall not, in connection with his employment hereunder, cause or permit the Company or any of its subsidiaries to enter into any agreement, commitment or arrangement with, or pay any fees or other amounts to any person not dealing at arm’s length with the Executive without first disclosing the nature of such relationship to the Board and obtaining the prior written approval of the Levitt President to any such agreement, commitment, arrangement or payment. The Executive shall be responsible for such additional duties commensurate with his position not materially inconsistent with the foregoing as may be reasonably determined by the Levitt President from time to time.

          3.2 Best Efforts . During the Term, the Executive shall diligently and competently devote the Executive’s best efforts, full business time and energies to the business and affairs of the Company, and shall use his best efforts, skills and abilities to promote the interests of the Company and otherwise to discharge his obligations under this Agreement. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the parties acknowledge and agree that the Executive does not live in the area in which the Company’s executive offices or Business is located and that he will not be required to change his residency from Central Florida or anywhere else the Executive elects to live.

     4.  Compensation .

          4.1 Annual Salary . During the Term, the Executive shall receive a base salary at the annual rate of Four Hundred Thousand Dollars ($400,000) (“Base Salary”), payable in accordance with the Company’s normal payroll practices or at such other reasonable intervals as may from time to time be used by the Company for paying its employees generally. In addition to the foregoing, within five (5) business days after the execution of this Agreement, the Company shall pay the Executive the sum of $274 for each day from January 1, 2004 until the date of this Agreement.

          4.2 Bonus . The annual bonus (the “Annual Bonus”) shall be paid to the Executive from a bonus pool established by the Company (the “Bonus Pool”), and the Executive shall be entitled to one-half (1/2) of the amount dedicated by the Company to the Bonus Pool. Payments of Annual Bonus amounts to the Executive shall be made in cash within thirty (30)

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days after the issuance by Levitt’s auditor of its audit report for the applicable fiscal year. For purposes of the Annual Bonus for the fiscal year ending December 31, 2004, the Bonus Pool will be calculated for the complete fiscal year commencing as of January 1, 2004; provided however, that the ROE (as defined below) shall be calculated on the basis of the stockholders’ equity of the Company as of the date of this Agreement. In the event this Agreement expires or terminates on a day other than the last day of a fiscal year, the Executive shall be entitled to a pro rata share of the amount that would otherwise have been payable to him had he been an employee during the entire fiscal year based on the number of days he was employed during such fiscal year. The Company shall dedicate amounts to the Bonus Pool, which shall be calculated as follows:

          (a) First, the Company shall not dedicate any amounts to the Bonus Pool unless the actual net, after-tax income of the Company (“Net Income”) after giving effect to the dedication by the Company of an amount, if any, to the Bonus Pool for the fiscal year of the Company to which the Annual Bonus relates and the Stockholders’ Equity at the beginning of such fiscal year (“Equity”) (Net Income and Equity to be determined in accordance with generally accepted accounting principles as applied by Levitt consistently with past practices (“GAAP”)) is sufficient to provide the Company with an aggregate return on equity (“ROE”) (calculated by dividing Net Income by Equity) of at least twenty percent (20%) (the “Minimum ROE”); and

          (b) Second, if the ROE is greater than the Minimum ROE, then the Company shall next dedicate to the Bonus Pool one hundred percent (100%) of the Net Income before all applicable taxes on income, as determined in accordance with GAAP (“PBT”) after giving effect to the dedication by the Company of an amount, if any, to the Bonus Pool for the fiscal year of the Company to which the Annual Bonus relates in excess of the PBT necessary to provide the Company with the Minimum ROE (the “Minimum PBT”) until such time as the amount dedicated by the Company to the Bonus Pool is equal to twenty percent (20%) of the aggregate PBT of the Company; and

          (c) Third, thereafter, if the ROE is greater than the Minimum ROE and the Minimum PBT is greater than the Minimum PBT multiplied by one hundred twenty percent (120%), then the Company shall dedicate twenty percent (20%) of the PBT in excess of the Minimum PBT to the Bonus Pool.

          (d) For illustration purposes only, Exhibit A sets forth certain examples of the calculation of the Annual Bonus under the assumptions set forth therein.

     5.  Reimbursement of Expenses; Benefits .

          5.1 Reimbursement of Expenses . Upon submission of appropriate documentation and in specific accordance with such guidelines as may be reasonably established from time to time by the Company, the Executive shall be entitled to reimbursement for all reasonable, out-of-pocket expenses incurred by him during the Term in connection with the

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proper and efficient discharge of his duties hereunder, including, without limitation, all reasonable expenses incurred by the Executive for travel to and from the Executive’s residence in Central Florida to the Company’s corporate offices and locations in which its business is conducted, as well as reasonable expenses for meals, hotel or other accommodations, and other customary items during any such trips.

          5.2 Employee Benefit Plans and Programs . During the Term, the Executive shall be entitled to participate in the Company’s and Levitt’s employee benefit plans and programs. The Executive’s service with the Company or any current or former affiliate of the Company, including ALH and its affiliates, prior to the Effective Date shall be counted for purposes of all eligibility, waiting periods and vesting requirements from time to time in effect. Nothing in this Agreement shall require the Company at any time to create or continue any such plan or program or to fix, amend or retain eligibility requirements so as to include the Executive.

          5.3 Vacations . The Executive shall be entitled to paid vacation during each calendar year in such amounts as are commensurate with his position, or such other amount of paid vacation as the Levitt President and the Executive may mutually agree, taking into consideration the reasonable business needs of the Company.

     6.  Termination . The Executive’s employment under this Agreement may be terminated prior to the end of the Term by the Company or the Executive without any breach of this Agreement only under the following circumstances:

          6.1 Death . This Agreement and the Executive’s employment under this Agreement shall terminate immediately and automatically upon the Executive’s death.

          6.2 Disability . This Agreement and the Executive’s employment under this Agreement may be terminated at the Company’s option, if the Executive shall suffer a “Disability,” which shall mean any incapacity, illness or disability of the Executive which renders the Executive mentally or physically unable to perform his duties under this Agreement for a continuous period of one hundred eighty (180) days during the Term. Termination due to Disability shall be deemed to have occurred upon the first day of the month following the determination of Disability as defined in the preceding sentence.

          6.3 Cause . The Company may terminate the Executive’s employment under this Agreement for Cause (as hereinafter defined). “Cause,” as to the Executive, shall mean: (a) committing fraud against the Company or embezzlement of Company property; (b) being convicted of a felony or any other crime that involves moral turpitude under applicable laws of the United States or any state thereof; (c) an action or omission of the Executive which constitutes a willful and material breach of this Agreement which is not the result of the Executive’s death or disability and which is not cured within fifteen (15) days after receipt by the Executive of written notice of the same from the Board, or if su


 
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