Employment Agreement between American Home Mortgage Holdings, Inc. and Donald Henig

Summary

This agreement is between American Home Mortgage Holdings, Inc. and Donald Henig, outlining the terms of Mr. Henig's employment as Senior Vice President. It specifies his duties, compensation (including base salary, bonuses, and stock options), benefits, and conditions for termination. The agreement is effective from February 5, 2001, and continues until four weeks after resignation or discharge. Bonuses and stock options are subject to continued employment, and the employment is at-will, meaning either party can end it at any time.

EX-10.36 9 am644483_ex10-36.txt EMPLOYMENT AGREEMENT Exhibit 10.36 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 11, 2001 (this "Agreement"), is by and between American Home Mortgage Holdings, Inc., a Delaware corporation having a place of business at 12 E. 49th Street, New York, NY (the "Company"), and Donald Henig (the "Executive"). Whereas the Company wishes to assure itself of the services of the Executive, and the Executive desires to be employed by the Company, upon the terms and conditions hereinafter set forth. Now, Therefore, the Company and the Executive hereby agree as follows: 1. Definitions. Unless defined elsewhere in this Agreement, capitalized terms contained herein shall have the meanings set forth or incorporated by reference in Section 12. 2. Employment. The Company agrees to employ the Executive, and the Executive hereby accepts such employment by the Company and/or any subsidiary of the Company, during the term set forth in Section 3 and on the other terms and conditions of this Agreement. 3. Term. The term of this Agreement shall commence on February 5, 2001, and shall continue until four weeks after the resignation or discharge of the Executive. 4. Position, Duties and Responsibilities; Rights. (a) During the term of this Agreement, the Executive shall serve as, and be elected to and hold the office and title of Senior Vice President of the Subsidiary or a similar division of the Company. As such, the Executive shall report only to the Chief Executive Officer of the Company and the Boards of Directors of the Company and the Subsidiary or a similar division of the Company, and shall have all of the powers and duties usually incident to the office of Senior Vice President of the Subsidiary or a similar division of the Company, and shall have powers to perform such other reasonable additional duties as may from time to time be lawfully assigned to the Executive by the Chief Executive Officer of the Company and the Boards of Directors. (b) During the term of this Agreement, the Executive agrees to devote substantially all the Executive's time, efforts and skills to the affairs of the Company during the Company's normal business hours, except for vacations, illness and incapacity, but nothing in this Agreement shall preclude the Executive from devoting reasonable periods to (i) manage the Executive's personal investments, (ii) participate in professional, educational, public interest, charitable, civic or community activities, including activities sponsored by trade organizations, and (iii) serve as a director or member of an advisory committee of any corporation not in competition with the Company or any of its subsidiaries, or as an officer, trustee or director of any charitable, educational, philanthropic, civic, social or industry organizations, or as a speaker or arbitrator; provided, however, that the performance of the Executive's duties or responsibilities in any of such capacities does not materially interfere with the regular performance of the Executive's duties and responsibilities hereunder. 5. Place of Performance. In connection with the Executive's employment by the Company, the Executive shall be based at the Subsidiary's principal executive offices, and shall not be required to be absent therefrom on travel status or otherwise for more than a reasonable time each year as necessary or appropriate for the performance of the Executive's duties hereunder. 6. Compensation. (a) During the term of this Agreement, the Company shall pay the Executive, and the Executive agrees to accept a base salary at the rate of not less than $250,000.00 per year (the annual base salary as increased from time to time during the term of this Agreement being hereinafter referred to as the "Base Salary"). The Base Salary shall be paid in installments no less frequently than monthly. Any increase in Base Salary or other compensation shall not limit or reduce any other obligation of the Company hereunder, and once established at an increased specified rate, the Executive's Base Salary hereunder shall not thereafter be reduced. (b) During the term of this Agreement, the Company shall annually pay the objective achievement bonus the amount of which will be determined by the compensation committee of the Company's Board of Directors. To determine the amount of the objective achievement bonus, the compensation committee will, after the close of each calendar year, consider whether the Executive has achieved the objectives set forth in the Executive's business plan for that calendar year. If the compensation committee determines that all of the objectives were achieved, it will award the Executive an objective achievement bonus of not less than $60,000.00. If some, but not all of the objectives were achieved, the compensation committee will award a lesser objective achievement bonus. Objective achievement bonuses that are awarded as set forth herein, shall be paid to the Executive on the first regularly scheduled Company pay date after March 15th, but in no event later than April 1st during the year of award, In the event that, prior to the Company paying an objective achievement bonus (March 15th to April 1st), the Executive is no longer employed by the Company, either due to resignation, discharge or any other reason, the Company shall not pay the Executive an objective achievement bonus, and any potential bonus will be forfeited. (c) During the term of this Agreement, the Company shall annually pay the Executive a management evaluation bonus the amount of which will be determined by the compensation committee of the Company's Board of Directors. To determine the amount of the management evaluation bonus, the compensation committee will, after the close of each calendar year, consider the recommendation of the President of the Company, its own knowledge, if any, of the performance of the Executive and environmental factors, and will award the Executive a management evaluation bonus of $40,000 or, at its discretion, a lesser amount. Management evaluation bonuses that are awarded as set forth herein, shall be paid to the Executive on the first regularly scheduled Company pay date after March 15th, but in no event later than April 1st during the year of award. In the event that, prior to the Company paying a management evaluation bonus (March 15th to April 1st), the Executive is no longer employed by the Company, -2- either due to resignation, discharge or any other reason, the Company shall not pay the Executive an objective achievement bonus, and any potential bonus will be forfeited. (d) During the term of this Agreement, the Executive shall be entitled to fringe benefits, including, without limitation, health insurance, in each case at least equal to, and on the same terms and conditions as, those attached to the Executive's office on the date hereof, as the same may be improved from time to time during the term of this Agreement, as well as to reimbursement, upon proper accounting, of all reasonable expenses and disbursements incurred by the Executive in the course of the Executive's duties. (e) Upon execution of this Agreement, the Executive shall receive an option award for 40,000 shares of the existing class of the common stock of the Company. One-half of the award (20,000 shares) shall vest and be exercisable two years from the date hereof. The remainder of the award shall vest and be exercisable three years from the date hereof. In the event that, prior to an option award vesting, the Executive is no longer employed by the Company, either due to resignation, discharge or any other reason, the option award will be forfeited. The terms of the option award will be governed by the Company's omnibus stock option plan. 7. Termination of Employment. The employment created hereby is at will. The Company may terminate this Agreement by discharging the Executive. The Executive may terminate this Agreement by resigning. Discharge or resignation may be for any reason or for no reason. If the company chooses to discharge the Executive, it will deliver a letter of discharge pursuant to the notice provisions of Section 10. If the Executive chooses to resign, the Executive will deliver a letter of resignation pursuant to the notice provisions of Section 10. 8. Entire Agreement; Amendment. (a) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements between the parties with respect to the subject matter hereof. (b) Any amendment of this Agreement shall not be binding unless in writing and signed by both (i) an officer or director of the Company duly authorized to do so and (ii) the Executive. 9. Enforceability. In the event that any provision of this Agreement is determined to be invalid or unenforceable, the remaining terms and conditions of this Agreement shall be unaffected and shall remain in full force and effect, and any such determination of invalidity or enforceability shall not affect the validity or enforceability of any other provision of this Agreement. 10. Notices. All notices which may be necessary or proper for either the Company or the Executive to give to the other shall be in writing and shall be sent by hand delivery, registered or certified mail, return receipt requested or overnight Courier, if to the Executive, to him at 7 Barberry Road, West Islip, NY 11795, and, if to the Company, to it at its principal administrative offices at 520 Broadhollow Road, Melville, NY 11747, Attention: Human Resources Officer, with a copy to Cadwalader, Wickersham & Taft, 100 Maiden Lane, -3- New York, New York 10038, Attention: Louis Bevilacqua, Esq., and shall be deemed given when sent. Either party may by like notice to the other party change the address at which the Executive or it is to receive notices hereunder. 11. Governing Law. THIS AGREEMENT IS EXECUTED IN THE STATE OF NEW YORK AND SHALL HE GOVERNED BY, AND BE ENFORCEABLE IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. 12. Definitions. The following terms, when capitalized in this Agreement, shall have the meanings set forth or incorporated by reference in this Section 12. (a) "Base Salary" shall have the meaning set forth in Section 6(a). (b) "Board of Directors" means the Board of Directors of the Company, as constituted from time to time. (c) "Company" means American Home Mortgage Holdings, Inc., a Delaware corporation, and any successors to its business and/or assets. (d) "Subsidiary" means American Home Mortgage Corporation d/b/a MortgageSelect, a New York corporation. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. American Home Mortgage Holdings, Inc. By: /s/ Michael Strauss ------------------------------------ Name: Michael Strauss Title: President and CEO ---------------------------------------- Donald Henig -4-