Exhibit 10.1
RETIRMENT AND TRANSITION SERVICES AGREEMENT
This Retirement and Transition Services
Agreement (“ Agreement ”) is entered into as of
March 26, 2009, by and between Bruce F. Dickson, an individual
(“ Executive ”), and Standard Pacific Corp., a
Delaware corporation (“ Company ”).
WHEREAS, Executive has served as the President
of the Company’s Southeast Region;
WHEREAS, Executive has decided to retire from
his position with the Company;
WHEREAS, in connection with his retirement, the
Company has requested, and Executive has agreed to provide, certain
transition services to the Company; and
WHEREAS, a potential issue has arisen as to
whether Executive is entitled to the payment of benefits under the
December 1, 2006 Change in Control Agreement between Executive and
the Company.
NOW, THEREFORE, in consideration of the
foregoing premises and the covenants contained in this Agreement,
the Company and Executive agree as follows:
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1)
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Resignation . Executive hereby confirms his
resignation as an employee and as President of the Company’s
Southwest Region, effective April 30, 2009 (the “
Effective Date ”). In addition, Executive
also hereby confirms his resignation from all positions held as an
employee, officer or director of any affiliate of the Company, also
effective as of the Effective Date.
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2)
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Transition Services
. Executive shall remain available to
Company management to consult and discuss any transitional issues
related to his position through December 31, 2009.
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3)
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Severance
Paymen t. Within two (2) days following November 1, 2009
(the date six (6) months and one (1) day after Executive’s
separation of employment from the Company), the Company shall pay
to Executive a single cash lump sum payment (less applicable taxes
and withholdings), in the amount of one-million, six hundred
thirty-nine thousand dollars ($1,639,000.00) (the
“Severance Amount ”). The Severance Amount shall
be considered “wages” for purposes of the Internal
Revenue Code and the Company shall issue a Form W-2 with respect to
such payment.
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4)
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Perquisites; Benefits; Business
Expenses.
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a)
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Termination of all Benefits other than
COBRA .
All perquisites and
employee benefits, and Executive’s participation in all
employee benefit programs of the Company shall terminate on the
Effective Date, except that the Company shall reimburse Executive
for his monthly COBRA payments for himself and his covered and
eligible dependents for a period of eighteen (18) months following
the Effective Date, provided he exercises his right to continue his
insurance pursuant to COBRA. The reimbursements shall
only be for the cost of medical, vision and dental insurance
premiums, and shall not include costs
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for life
insurance or any other programs. Executive acknowledges
that he has received notice of his rights to benefits under
COBRA.
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b)
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Return of
Company Property. On the Effective Date, Executive’s
privileges under all Company credit cards will cease and Executive
will be obligated to return to the Company all property of the
Company, except that Executive shall be entitled to retain his
cellular telephone/blackberry and to transfer his cellular
telephone number to his personal account with the service provider
of his choice.
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c)
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Payout of
Accrued Unused Vacation Time . On the Effective Date, Executive
shall be entitled to receive payment (less applicable taxes and
withholdings) of Executive’s accrued unused
vacation. The parties agree that this amount shall be
paid, less applicable taxes and withholding on or before May 5,
2009.
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d)
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Relinquishment of Stock Options.
Executive shall have no right to
exercise any of his stock options, whether vested or unvested,
following March 26, 2009. Executive hereby
relinquishes all of his right, title and interest in and to any and
all Company stock options that he has not exercised prior to March
26, 2009, irrespective of whether such options are vested or
unvested. All such stock options shall be immediately
cancelled following expiration of the revocation period described
in Section 13.
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e)
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Reimbursement of Business
Expenses. Executive shall be entitled to receive
reimbursement for all properly documented business expenses
incurred prior to the Effective Date. Executive agrees
to submit proper documentation of all such expenses no later than
April 30, 2009. The Company shall provide reimbursement within 30
days of receipt of Executive’s properly documented business
expenses
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5)
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Withholding and Taxes; No
Reliance . All amounts required to be paid by the Company
hereunder shall be subject to any and all applicable withholdings,
including any withholdings for any related federal, state or local
taxes. Executive shall be responsible for any and all income taxes
or other taxes incurred by Executive as a result of his receipt of
any compensation from the Company pursuant to the terms of this
Agreement. Executive represents and warrants that he has not relied
upon any advice whatsoever from the Company or its representatives
as to the taxability of amounts payable
hereunder. Executive acknowledges that he is solely
responsible for his own tax obligations or consequences arising
from or relating to the payment of all such amounts.
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6)
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Non-Disparagement; Confidentiality; Employment
Inquiries .
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a)
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Non-Disparagement of Company.
Executive shall not disparage the
Company, its officers, directors, employees, agents, subsidiaries,
or affiliates, or publish, republish, comment upon, or otherwise
disseminate any comments suggesting or otherwise accusing the
Company or its agents or employees of any act of discrimination, or
misconduct. Nothing in this provision shall be construed
to prevent Executive from giving truthful testimony pursuant to a
valid subpoena or other legal process.
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b)
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Non-Disparagement of
Executive. The Company agrees that the members of its Board
of Directors and Executive Officers (as such term is defined for
Section 16 purposes
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under the
Securities Exchange Act of 1934) shall not disparage Executive to
third parties. Nothing in this provision shall be construed to
prevent any person from giving truthful testimony pursuant to a
valid subpoena or other judicial process.
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c)
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Confidentiality. Executive acknowledges that in the course of his
employment with the Company, certain factual and strategic
information specifically related to the Company and its affiliates
has been disclosed to him in confidence (“ Company
Information ”). Executive agrees to keep such Company
Information confidential, not to make use of such information on
his own behalf or for any other purpose. In addition,
Executive agrees to keep the negotiations related to this Agreement
and its terms confidential, but acknowledges that a copy of this
Agreement will be filed by the Company with the Securities and
Exchange Commission.
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d)
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Non-Solicitation. Without the prior written consent of the
Company, for a period of two (2) years following the Effective
Date, Executive shall not, directly or indirectly, entice or
solicit or seek to induce or influence any person who is an
employee or consultant of the Company or any of its affiliates, to
leave their employment or engagement with the Company or any of its
affiliates.
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e)
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Employment Inquiries.
The Company shall be obligated to
respond to inquiries from prospective employers only by stating
Executive’s dates of employment and last position
held.
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f)
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Equitable
Relief. Each party
hereto agrees that his violation, or threatened violation, of
subsection (a)-(d) above would cause irreparable
damage to the other party hereto and its affiliates. Each party
hereto shall be entitled to seek an injunction prohibiting the
other party hereto from any such violation or threatened
violation
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a)
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Release by Executive
. Except as prohibited by law, Executive, on
behalf of himself and his successors and assigns does hereby
forever release, discharge and acquit the Company and its
subsidiaries, divisions, affiliates, and their respective
predecessors in interest, members, partners, principals,
shareholders, directors, officers, agents, employees, and
representatives, and the successors and assigns of each of them
(each a “ Company Released Party ”), from any
and all charges, c
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