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SEVERANCE AND NONSOLICITATION AGREEMENT THIS AGREEMENT is made and entered into on this __ day of January, 2007, by and between WCI COMMUNITIES, INC. (?WCI?), a Delaware corporation, and CHRISTOPHER J. HANLON (the ?Executive?)

NonSolicitation Agreement

SEVERANCE AND NONSOLICITATION AGREEMENT THIS AGREEMENT is made and entered into on this __ day of January, 2007, by and between WCI COMMUNITIES, INC. (?WCI?), a Delaware corporation, and CHRISTOPHER J. HANLON (the ?Executive?) | Document Parties: WCI COMMUNITIES, INC You are currently viewing:
This NonSolicitation Agreement involves

WCI COMMUNITIES, INC

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Title: SEVERANCE AND NONSOLICITATION AGREEMENT THIS AGREEMENT is made and entered into on this __ day of January, 2007, by and between WCI COMMUNITIES, INC. (?WCI?), a Delaware corporation, and CHRISTOPHER J. HANLON (the ?Executive?)
Governing Law: Florida     Date: 2/28/2007

SEVERANCE AND NONSOLICITATION AGREEMENT THIS AGREEMENT is made and entered into on this __ day of January, 2007, by and between WCI COMMUNITIES, INC. (?WCI?), a Delaware corporation, and CHRISTOPHER J. HANLON (the ?Executive?), Parties: wci communities  inc
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Exhibit 10.32

SEVERANCE AND NONSOLICITATION AGREEMENT

THIS AGREEMENT is made and entered into on this __ day of January, 2007, by and between WCI COMMUNITIES, INC. (“WCI”), a Delaware corporation, and CHRISTOPHER J. HANLON (the “Executive”).

RECITALS:

 

  A. Executive is the Chief Operating Officer (Tower Homebuilding) and a Senior Vice President of WCI, and is an employee of WCI and/or one or more of it subsidiaries.

 

  B. Executive is not now a party to any employment agreement between him and the WCI or any of its subsidiaries.

 

  C. WCI would like to provide some assurance to Executive that if there is a change in control of WCI and within twelve months after such change in control, Executive’s employment is terminated, Executive will receive certain severance payments, provided Executive does not solicit any employees of WCI or its subsidiaries.

 

  D. WCI and Executive have agreed that upon such termination, Executive will have an option to receive significant additional payments as compensation for his agreement not to compete with WCI and its subsidiaries, and not to work at all for any entity which has any activities which compete with WCI or any of its subsidiaries, which option and the agreement to not compete shall be solely at Executive’s election.

NOW, THEREFORE, IN CONSIDERATION of the recitals and the mutual agreements herein set forth, the parties agree as follows:

1. Definitions . The following terms, which are used in this Agreement, are defined as follows:

a. “ Base Salary ” means the amount of Executive’s base salary (without inclusion of any bonus) in effect immediately prior to a Change in Control.

b. “ Cause ” means: (i) any act of willful misconduct or dishonesty by Executive in the performance of his duties; (ii) any willful and persistent failure by Executive to attend to his duties; or (iii) any action by Executive which would constitute a violation of the provisions of this Agreement under the headings “Nonsolicitation” and “Confidentiality and Nondisclosure” if such actions occurred during the Nonsolicitation Restricted Period; or (iv) any action by Executive which would constitute a violation of the provisions of the Noncompete Addendum if such actions occurred during the Noncompete Restricted Period and Executive had elected to execute the Noncompete Addendum; or (v) Executive’s conviction of (or pleading guilty or nolo contendere to) any felony, or of a criminal offense resulting in imprisonment, or of any misdemeanor involving theft, embezzlement, dishonesty or moral turpitude.

 


c. “ Change in Control ” means:

(i) When any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, (excluding any person (or “group” as defined in Section 13(d) of the Exchange Act) holding securities representing 50% or more of the combined voting power of WCI’s outstanding securities as of the Effective Date (as such term is defined in the 1998 Stock Purchase and Option Plan for Key Employees of WCI Communities, Inc., as amended), excluding WCI, any Subsidiary and any employee benefit plan sponsored or maintained by WCI or any Subsidiary (including any trustee of such plan acting as trustee)), who directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of WCI representing 50% or more of the combined voting power of WCI’s then outstanding securities (unless the event causing the 50% threshold to be crossed is an acquisition of securities directly from WCI); or

(ii) the shareholders of WCI shall approve any merger or other business combination of WCI, sale of 50% or more of WCI’s assets, liquidation or dissolution of WCI or combination of the foregoing transactions and a closing of the transaction shall have occurred (the “ Transactions ”) other than a Transaction immediately following which the shareholders of WCI and any trustee or fiduciary of any WCI employee benefit plan immediately prior to the Transaction who collectively owned at least 50% of the voting power, directly or indirectly of WCI immediately prior to the Transaction own, immediately after the Transaction, at least 50% of the voting power, directly or indirectly, of (A) the surviving entity in any such merger or other business combination; (B) the purchaser of or successor to WCI’s assets; (C) both the surviving entity and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving entity, purchaser or both the surviving entity and the purchaser, as the case may be; or

(iii) within any twelve month period, the persons who were directors of WCI immediately before the beginning of such period (the “ Incumbent Directors ”) shall cease (for any reason other than death) to constitute at least a majority of the board of directors of WCI or of any successor to WCI. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the board of directors of WCI by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

d. “ Company ” means WCI and each of its Subsidiaries.

 

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e. “ Good Reason ” means, following a Change in Control: (i) any material reduction in Executive’s salary below the level of Base Salary or (ii) any material adverse change in Executive’s duties, title or responsibilities; provided, however, that Good Reason shall not be deemed to have occurred unless Executive gives WCI thirty (30) days written notice, and within such thirty (30) day period, the Company does not restore Executive’s Base Salary or restore Executive to the prior position, in which event Good Reason shall be deemed to have occurred at the time of the giving of such written notice.

f. “ Noncompete Addendum ” means the Noncompete Addendum, as so titled, attached to this Agreement.

g. “ Noncompete Compensation ” means cash payments equal to twelve (12) months of Base Salary.

h. “Noncompete Restricted Period” means a period of nine (9) months which begins on the date of Termination and ends nine (9) months after the date of Termination.

i. “ Nonsolicitation Restricted Period ” means a period of twelve (12) months which begins on the date of Termination and ends twelve (12) months after the date of Termination.

j. “ Severance ” means cash payments equal to six (6) months of Base Salary, payable monthly.

k. “ Subsidiary ” means each entity (including, without limitation, every corporation, partnership, limited partnership, limited liability company, trust and joint venture) in which WCI owns, or has the right to acquire, directly or indirectly, a controlling interest.

l. “ Termination ” means the termination of Executive’s employment with the Company by the Company, other than for Cause, or the termination of such employment by Executive for Good Reason, in either case at any time within the twelve (12) months following a Change of Control.

m. “ WCI ” means WCI Communities, Inc., and any successor in connection with any restructuring of WCI Communities, Inc. which does not result in a Change in Control.

2. Severance

a. Basis for Payment . If, within twelve (12) months following a Change in Control, Executive’s employment is terminated by Company, other than for Cause, or if within such twelve (12) month period, Executive terminates his employment with the Company for Good Reason, Executive will be entitled to receive Severance.

b. Payment of Severance . Severance will be paid by WCI in six (6) equal monthly installments, beginning with the month after the month in which Termination occurred. Severance shall terminate if, during the Nonsolicitation Restricted Period,

 

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Executive violates any of the provisions of this Agreement under the headings “Nonsolicitation” and “Confidentiality and Nondisclosure”. Severance shall also terminate if Executive exercises his option to receive Noncompete Compensation under Section 3, and thereafter he violates any provision of the Noncompete Addendum. Termination of WCI’s obligations to pay Severance under this Section 2.b shall not release Executive from his obligations under this Agreement (including the Noncompete Addendum, if executed).

3. Noncompete Compensation .

a. Executive’s Option to Obtain Noncompete Compensation . In the event of a Termination within twelve (12) months following a Change in Control, Executive shall have an option to obtain Noncompete Compensation. Such option shall be exercised by Executive, if at all, within fourteen (14) days of Termination, by the execution by Executive of the Noncompete Addendum and the delivery by him to the Company of such executed copy of the Noncompete Addendum within such fourteen (14) day period. Noncompete Compensation shall be in addition to Severance. If Executive fails to execute and deliver the Noncompete Addendum within fourteen (14) days of Termination, then Executive’s option to obtain Noncompete Compensation shall be void and of no force and effect.

b. Effectiveness of Noncompete Addendum . The Noncompete Addendum attached hereto shall have no force or effect unless a copy thereof is executed by Executive and delivered to WCI within the time period provided in Section 3.a. Upon execution by Executive of a copy of the Noncompete Addendum and delivery thereof to WCI within the time period provided, the Noncompete Addendum shall become a part of this Agreement, and the Agreement and the Noncompete Addendum shall be considered as one and the same document.

c. Payment of Noncompete Compensation . Noncompete Compensation will be paid by WCI in twelve (12) equal monthly installments, beginning in the month after the month in which the last monthly payment of Severance has been made. All payments of Noncompete Compensation shall terminate if, during the Noncompete Restricted Period, Executive violates any of the provisions of this Agreement under the headings “Nonsolicitation” and “Confidentiality and Nondisclosure”, or if Executive violates any of the provisions of the Noncompete Addendum. Termination of WCI’s obligations to pay Noncompete Compensation under this Section 3.b shall not release Executive from his obligations under this Agreement (including the Noncompete Addendum).

4. Effect of Death or Disability .

a. During Employment . All of the obligations of WCI hereunder, including the obligation of WCI to pay Severance and Noncompete Compensation, will terminate upon a termination of employment as a result of death or disability.

b. During Nonsolicitation Restricted Period and Noncompete Restricted Period . In the event of the death or disability of Executive during the Nonsolicitation Restricted

 

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Period, Severance shall terminate as of the date of death, and Executive or his personal representative shall be entitled to receive any payments of Severance accrued (on a per diem basis) but unpaid as of the date of death. If Executive exercised his option to receive Noncompete Compensation, then Executive or his personal representative shall be entitled to continue to receive a pro rata portion of Noncompete Compensation, based on the percentage of the Noncompete Restricted Period which had elapsed between the date of Termination and the date of death. Such amounts shall continue to be paid on a monthly basis.

5. Nonsolicitation . During the Nonsolicitation Restricted Period (and irrespective of whether Executive executes the Noncompete Addendum), Executive shall not solicit any person who was an employee of or consultant to the Company at any time within three (3) months prior to Termination to accept employment with Executive, with Executive’s new employer, or with any other person or entity, or encourage any person to terminate his employment or consultant relationship with the Company, or assist any person or entity, including Executive’s new employer, in identifying employees of or consultants to the Company to solicit for employment or consulting relationships, or in any way assist any person or entity, including Executive’s new employer, in solicitation of any employee of or consultant to the Company, nor except with the prior written consent of WCI, shall Executive hire, or cause or permit any entity controlled directly or indirectly by Executive to hire, any person as an employee or consultant who was, at any time within three (3) months prior to Termination, an employee of the Company.

6. Confidentiality and Nondisclosure . Executive agrees that he shall not use or disclose to third parties any confidential information of the Company. All files, records, documents, data and similar items relating to the Company, as well as all copies thereof, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company and shall immediately be returned to the Company upon termination of Executive’s employment. Executive’s obligations under this section shall continue while he is an employee of the Company, and after termination of the employment so long as the Company derives value from such confidential information remaining confidential.

7. Release . As a condition to the payment of Severance and as a condition to the payment of Noncompete Compensation, Executive will execute a complete release in the form of Exhibit A.

8. Restrictions Reasonable . Executive acknowledges that the restrictions under the sections headed “Nonsolicitation” and “Confidentiality and Nondisclosure” are reasonable and necessary to protect the legitimate


 
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