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EXHIBIT 10.7
EXECUTIVE EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is entered into
effective as
of the 1st day of January, 2006 by and between Calton, Inc. (the
"Employer" or
the "Company"), a New Jersey corporation which maintains its
principal executive
offices at 2050 40th Avenue, Suite One, Vero Beach, Florida 32960,
and Anthony
J. Caldarone (the "Executive"), an individual residing at 162
Anchor Drive, Vero
Beach, Florida 32963.
W I T N E S S E T H:
WHEREAS, the Company is engaged in the acquisition, design,
development,
construction and marketing of residential real estate including,
without
limitation, residential housing units; and
WHEREAS, the Executive has had extensive experience in the field
of
residential and commercial real estate development and other
related areas in a
management capacity and has served as Chairman, President and Chief
Executive
Officer of the Company since 2003; and
WHEREAS, the Employer desires to provide for the continued
employment of
the Executive as the President and Chief Executive Officer of the
Company and
for the Executive to serve as the Chairman of the Board of
Directors of the
Company (the "Board") pursuant to the terms and conditions of this
Agreement
since the Employer believes that the Executive's business and
technical
experience, skill, acumen, and expertise will enhance the business
and improve
the profitability of the Company.
NOW, THEREFORE, in consideration of the representations, covenants
and
agreements contained herein, and for other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be
legally bound hereby, the parties hereto agree as follows:
1.
EMPLOYMENT.
1.1. TERM.
The term of this Agreement shall commence on
January 1, 2006 and end on December 31, 2006 (the "Term"), unless
further
extended or sooner terminated as hereinafter provided.
1.2.
POWERS, DUTIES AND RESPONSIBILITIES. For the Term of
this Agreement, the Employer hereby employs the Executive, and the
Executive
hereby accepts employment with the Employer, to render service as
President,
Chief Executive Officer and Chairman of the Board of the Company,
with such
powers, duties and responsibilities consistent with the position of
President,
Chief Executive Officer and Chairman of the Board as provided for
in the
Employer's By-laws and as otherwise may from time to time be
determined by the
Board and subject to the rights of the shareholders of the Company.
The
Executive agrees to devote the necessary working time to the
Employer as shall
be reasonably required to accomplish the Company's
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goals and to diligently perform all duties and fulfill all
responsibilities
incident to his employment in a businesslike and efficient manner.
The Executive
shall be responsible for each facet of the Employer's business
operations, and
the Executive will report directly to the Employer's Board.
1.3. The
Executive agrees that he will not become involved in
any activity outside of the business of the Company that would
materially
interfere with the performance of his duties hereunder or any
activity that
would be inimical to or contrary to the best interests of the
Employer.
2.
COMPENSATION AND BENEFITS.
2.1.
SALARY. During the period of the Executive's employment
hereunder, the Executive shall receive a salary of One Hundred
Thousand Dollars
($100,000) per annum paid in accordance with the Employer's normal
payroll
practices (the "Base Compensation"). The payment of such Base
Compensation to
the Executive shall not prevent the Executive from participating in
any other
compensation or benefit plan provided by the Employer, unless
excluded by the
terms of any such plan. No other compensation, benefit, or payment
made by the
Employer hereunder shall in any way limit or reduce the obligation
of the
Employer to pay the Executive's Base Compensation hereunder. Base
Compensation
as defined and used herein shall include any increase thereto
pursuant to an
action of the Board or the Compensation Committee of the Board
(the
"Compensation Committee").
2.2. BONUS
COMPENSATION. The Executive shall be eligible to
receive bonus compensation pursuant to the Executive's
participation in the
Calton, Inc. Incentive Compensation Plan ("Incentive Plan"). The
Executive shall
be eligible to participate in any other bonus compensation plan or
arrangement
otherwise provided by the Employer to senior level executives of
the Company.
2.3.
BENEFIT PLANS. The Executive will be entitled to
participate in all Employer benefit plans available, or hereafter
made
available, to senior level executives of the Employer, including
the Company's
severance policy for senior executives as such policy may be in
effect from time
to time. The Executive will be eligible to participate in any
existing stock
option plan or any stock option plan or arrangement hereafter
adopted by the
Employer. Except as provided herein or required by the terms of an
Employer
sponsored benefit plan, nothing paid to the Executive under any
such plan or
arrangement presently in effect or made available in the future
shall be deemed
to be in lieu of the Base Compensation payable to the Executive
pursuant to
Section 2.1 of this Agreement.
2.4.
PERQUISITES. The Executive shall be entitled to receive
any perquisites available, or hereafter made available, to senior
level
executives of the Company.
2.5.
VACATION. The Executive shall be entitled to fifteen
(15) days paid vacation per annum.
3. EMPLOYMENT
PERIOD. The Executive's employment with the Employer
shall at all times be "at-will" and may continue until either
Employer or
Executive have notified the other of
2
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the termination of employment with Employer, which termination may
be for any
lawful reason or no reason at all, at any time, with or without
notice.
4. COVENANTS
OF THE EXECUTIVE.
4.1.
COVENANTS AGAINST COMPETITION. The Executive
acknowledges that (i) the principal business of the Employer is
the
acquisition, design, development, construction and marketing of
residential real estate including residential housing units; (ii)
the
Employer's business is conducted in the State of Florida; (iii)
the
Executive's work for the Employer will bring him and will continue
to
bring him into close contact with many trade secrets of and
confidential
information
concerning the Employer, its subsidiaries and its affiliates
which are not readily available to the public; and (iv) the
covenants in
this Section 4 are essential to protect the business and goodwill
of the
Employer. In order to induce the Employer to enter into this
Agreement,
the Executive covenants and agrees that:
4.1.1. NON-COMPETE.
For the Term of this Agreement, and
for a period of twelve (12) months following termination of the
Executive's employment (the "Restricted Perio
